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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, 1998

                                       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.

<TABLE>

                 CLASS                    UNITS OUTSTANDING AT OCTOBER 31, 1998

  -------------------------------------   -------------------------------------
  <S>                                     <C>
  LIMITED PARTNERSHIP CLASS A $10 UNITS                  1,306,890
</TABLE>

                        THIS DOCUMENT CONTAINS 10 PAGES

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                            WHITEFORD PARTNERS, L.P.

                               INDEX TO FORM 10-Q
                  NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                     Page Number
<S>                                                                  <C>
PART I.  FINANCIAL INFORMATION

    Item 1.   Financial Statements


       Condensed Consolidated Balance Sheets as of September 30, 1998
         (Unaudited) and December 31, 1997 ................................3



       Condensed Consolidated Statements of Operations and
         Undistributed Income for the three months and nine months
         ended September 30, 1998 and 1997 (Unaudited) ....................4



       Condensed Consolidated Statements of Cash Flows for the nine
         months ended September 30, 1998 and 1997 (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
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                                     2 of 10


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                                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                           WHITEFORD PARTNERS, L.P.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------


                                                                          SEPTEMBER 30,  DECEMBER 31,
                                                                              1998          1997
                                                                          -------------  ------------
                                                                          (UNAUDITED)
<S>                                                                       <C>            <C>
                                   ASSETS
CURRENT ASSETS:
    Cash and cash equivalents                                            $    426,016    $    264,247
    Accounts receivable: Trade                                              2,665,565       3,558,557
    Inventories                                                             3,502,269       3,024,597
    Prepaid expenses and other assets                                         138,198          88,041
                                                                         ------------    ------------
        TOTAL CURRENT ASSETS                                             $  6,732,048    $  6,935,442

PROPERTY AND EQUIPMENT - net of accumulated depreciation
        of $5,994,551 and $5,205,058 in 1998 and 1997                      11,612,752      12,029,930

OTHER ASSETS - net of amortization                                          2,737,031       2,832,650
                                                                         ------------    ------------

               TOTAL ASSETS                                              $ 21,081,831    $ 21,798,022
                                                                         ------------    ------------
                                                                         ------------    ------------

                        LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
    Accounts payable                                                     $  2,252,623    $  3,249,121
    Notes payable and current maturities on long term debt                  3,724,998       3,425,625
    Accrued expenses and other liabilities                                    743,480         658,562
                                                                         ------------    ------------

        TOTAL CURRENT LIABILITIES                                        $  6,721,101    $  7,333,308

LONG-TERM DEBT                                                              4,220,796       4,732,167

PARTNERS' CAPITAL:
    General Partner:
        Capital contributions                                                 132,931         132,931
        Capital transfers to Limited Partners                                (117,800)       (117,800)
        Interest in Partnership net income                                     24,738          18,684
        Distributions                                                         (36,211)        (34,251)
                                                                         ------------    ------------
                                                                         $      3,658    $       (436)
    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)                           2,438,013       1,838,686
        Distributions                                                      (3,590,565)     (3,394,531)
                                                                         ------------    ------------
                                                                         $ 10,136,276    $  9,732,983
                                                                         ------------    ------------
           TOTAL PARTNERS' CAPITAL                                       $ 10,139,934    $  9,732,547
                                                                         ------------    ------------

               TOTAL LIABILITIES AND PARTNERS' CAPITAL                   $ 21,081,831    $ 21,798,022
                                                                         ------------    ------------
                                                                         ------------    ------------
</TABLE>

NOTE: The condensed balance sheet at December 31, 1997 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)
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------

                                              THREE MONTHS ENDED         NINE MONTHS ENDED
                                                 SEPTEMBER 30,              SEPTEMBER 30,
                                          ------------------------    -------------------------
                                              1998          1997          1998          1997
                                          -----------   -----------   -----------   -----------
<S>                                       <C>           <C>           <C>           <C>
Revenues
    Sales of meat products                $15,317,692   $16,314,380   $47,415,371   $49,320,481
    Interest and other income                  60,777        65,757       236,763       181,367
                                           ----------    ----------    ----------    ----------
                                          $15,378,469   $16,380,137   $47,652,134    49,501,848

Costs and Expenses
    Cost of meat products sold             13,848,639    14,988,485    43,735,823    45,455,455
    Selling and administrative expenses       670,091       676,753     1,875,737     1,930,908
    Depreciation and amortization             307,539       308,253       917,021       895,000
    Interest                                  170,783       178,894       518,172       550,850
                                           ----------    ----------    ----------    ----------
                                          $14,997,052   $16,152,385   $47,046,753   $48,832,213
                                           ----------    ----------    ----------    ----------

    Net Income - Operations               $   381,417   $   227,752   $   605,381   $   669,635
                                           ----------    ----------    ----------    ----------
                                           ----------    ----------    ----------    ----------
    Other Income
        Gain on Sale of Assets            $      --     $    23,091   $      --     $    23,091
                                           ----------    ----------    ----------    ----------

        NET INCOME                        $   381,417   $   250,843   $   605,381   $   692,726
                                           ----------    ----------    ----------    ----------
                                           ----------    ----------    ----------    ----------

Summary of net income allocated to
    General Partner                       $     3,814   $     2,508   $     6,054   $     6,927
    Limited Partners                          377,603       248,335       599,327       685,799
                                           ----------    ----------    ----------    ----------
                                          $   381,417   $   250,843   $   605,381   $   692,726
                                           ----------    ----------    ----------    ----------
                                           ----------    ----------    ----------    ----------

Net income per $10 unit of L.P. Capital   $      0.29   $      0.19   $      0.46   $      0.53
                                                 ----          ----          ----          ----
                                                 ----          ----          ----          ----

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)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------

                                                                NINE MONTHS ENDED
                                                                   SEPTEMBER 30,
                                                              1998             1997
                                                          ------------    ------------
<S>                                                       <C>             <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES                 $    975,231    $  1,853,206
                                                          ------------    ------------
CASH FLOW USED IN INVESTING ACTIVITIES:
    Purchase of property and equipment                    $   (418,970)   $ (1,036,969)
    Proceeds from Disposal of property and equipment            15,500          18,595
                                                          ------------    ------------

NET CASH USED IN INVESTING ACTIVITIES                     $   (403,470)   $ (1,018,374)
                                                          ------------    ------------

CASH PROVIDED/(USED) IN FINANCING ACTIVITIES:
    Proceeds from notes payable                           $ 15,163,943    $ 16,974,365
    Payments on notes payable                              (15,375,941)    (17,582,385)
    Distributions to Limited and General Partners             (197,994)        (65,998)
                                                          ------------    ------------

NET CASH PROVIDED/(USED) IN FINANCING ACTIVITIES          $   (409,992)   $   (674,018)
                                                          ------------    ------------

INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS          $    161,769    $    160,814

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD               264,247         121,163
                                                          ------------    ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                $    426,016    $    281,977
                                                          ------------    ------------
                                                          ------------    ------------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    Cash paid during the period for:
       Interest (excluding amount capitalized to fixed
       assets and inventory)                              $    523,945    $    555,414
                                                          ------------    ------------
                                                          ------------    ------------
</TABLE>


                                     5 of 10

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                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                            WHITEFORD PARTNERS, L.P.
                               SEPTEMBER 30, 1998
                                   (UNAUDITED)
--------------------------------------------------------------------------------
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.

In 1993, 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.

At September 30, 1998 and December 31, 1997 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

<PAGE>

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, 1998 and the condensed consolidated results of 
its operations for the nine months ending September 30, 1998 and 1997 and the 
condensed consolidated cash flows for the nine months ending September 30, 
1998 and 1997. Operating results for the period ended September 30, 1998, are 
not necessarily indicative of the results that may be expected for the entire 
year ending December 31, 1998.

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, 1998 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 1997

Revenues for the nine months ended September 30, 1998 were $47,652,134 versus 
$49,501,848 for the comparable period in 1997, a decrease of 3.7%. This 
decrease in sales is primarily attributable to the lower comodity pricing and 
the product mix. During the 1998 period 51,877,277 pounds of meat products 
were sold versus 52,070,790 pounds during the 1997 period.

Costs of meat products sold for the nine months ended September 30, 1998 were 
$43,735,823 versus $45,455,455 for the comparable period ended September 30, 
1997, a decrease of 3.8%. The decrease in the cost per pound is primarily 
attributable to lower commodity pricing and the product mix.

Gross margins on sales were 8.2% for the nine months ended September 30, l998 
and 8.2% for the comparable period in 1997.

Selling and administrative expenses were $1,875,737 for the 1998 period 
versus $1,930,908 for the 1997 period. Selling and administration expenses 
represented 3.9% of revenue for the nine months ended September 30, 1998 and 
3.9% the period ended September 30, 1997.

Depreciation and amortization expense for the nine months ended September 30, 
1998 was $917,021 versus $895,000 for the same period in 1997, an increase of 
2.5%.

Interest expense for the nine months ended September 30, 1998 was $518,172 
versus interest expense of $550,850 for the same period in 1997. This 
decrease of $32,678 primarily relates to the decrease in the average debt 
balance outstanding.

Net income of $605,381 was realized in the 1998 period compared to net income 
of $692,726 in the comparable period in 1997.

                                     7 of 10

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 1998 the Partnership had a net working capital of $10,947 
versus a negative working capital of $397,866 at December 31, 1997.

Cash provided by operating activities was $975,231 in 1998 versus $1,853,206 
in the 1997 period.

Cash used in investing activities was $403,470 in 1998 as compared to 
$1,018,374 in 1997.

The Partnership used $409,992 from financing activities during 1998 
representing net repayment of debt outstanding. For the comparable period in 
1997, the Partnership used $674,018.

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 $3,000,000 (with $3,000,000 outstanding at September 30, 
1998),(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 Term Loan"); (d) a two year credit 
facility of $700,000,(the "Second Term Loan"); and (e) a five year credit 
facility of $500,000, (the "Third Term Loan"), (collectively, the "Loans").

The Principal Revolver bears an interest rate of 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 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 Partnership's 1998 capital budget calls for the expenditure of $800,000 
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 1998. 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 1998.

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

               None

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  October 31, 1998                By    /s/ Kevin T. Gannon
     -------------------                 -----------------------
                                          Kevin T. Gannon, President
                                          Chief Executive Officer
                                          Chief Financial Officer
                                          Gannon Group, Inc.
                                          General Partner





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