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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, 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 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 November 3, 1999
-------------------------------------      -------------------------------------
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, 1999 and 1998
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                                                                     Page Number

Part I.  FINANCIAL INFORMATION

  Item 1.Financial Statements


     Condensed Consolidated Balance Sheets as of September 30, 1999
         (Unaudited) and December 31, 1998....................................3



     Condensed Consolidated Statements of Operations
         for the three months and nine months
         ended September 30, 1999 and 1998 (Unaudited)........................4



     Condensed Consolidated Statements of Cash Flows for the nine
         months ended September 30, 1999 and 1998 (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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<TABLE>
<CAPTION>
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                            WHITEFORD PARTNERS, L.P.
--------------------------------------------------------------------------------


                                                                         September 30,    December 31,
                                                                              1999           1998
                                                                          (Unaudited)
                                                                           ---------      -----------
<S>                                                                      <C>             <C>
                                    ASSETS
CURRENT ASSETS:
    Cash and cash equivalents ........................................   $    299,562    $    416,143
    Accounts receivable: Trade .......................................      1,844,824       3,332,971
    Inventories:
        Finished product .............................................      1,411,707         844,612
        Raw materials ................................................        534,248         645,847
        Packaging supplies and other .................................      1,112,536       1,075,096
                                                                         ------------    ------------
                                                                            3,058,491       2,565,555
    Prepaid expenses and other assets ................................        163,050         409,329
                                                                         ------------    ------------

        TOTAL CURRENT ASSETS .........................................   $  5,365,927    $  6,723,998

PROPERTY AND EQUIPMENT - net of accumulated depreciation
        of $7,124,904 and $6,249,629 in 1999 and 1998 ................     11,456,799      11,557,655

OTHER ASSETS - net of amortization ...................................      2,609,537       2,705,157
                                                                         ------------    ------------

               TOTAL ASSETS ..........................................   $ 19,432,263    $ 20,986,810
                                                                         ============    ============

                        LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
    Accounts payable .................................................   $  2,156,265    $  2,454,354
    Notes payable and current maturities on long term debt ...........      3,736,893       3,434,967
    Accrued expenses and other liabilities ...........................        765,776         890,433
                                                                         ------------    ------------

        TOTAL CURRENT LIABILITIES ....................................   $  6,658,934    $  6,779,754

LONG-TERM DEBT .......................................................      3,725,498       4,001,939

PARTNERS' CAPITAL:
    General Partner:
        Capital contributions ........................................        132,931         132,931
        Capital transfers to Limited Partners ........................       (117,800)       (117,800)
        Interest in Partnership net income ...........................         15,797          26,050
        Distributions ................................................        (38,171)        (36,864)
                                                                         ------------    ------------
                                                                         $     (7,243)   $      4,317
    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) ....................      1,552,844       2,567,881
        Distributions ................................................     (3,786,598)     (3,655,909)
                                                                         ------------    ------------
                                                                         $  9,055,074    $ 10,200,800
                                                                         ------------    ------------
           TOTAL PARTNERS' CAPITAL ...................................   $  9,047,831    $ 10,205,117
                                                                         ------------    ------------

               TOTAL LIABILITIES AND PARTNERS' CAPITAL ...............   $ 19,432,263    $ 20,986,810
                                                                         ============    ============
</TABLE>

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<TABLE>
<CAPTION>
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                            WHITEFORD PARTNERS, L.P.
                                   (Unaudited)
------------------------------------------------------------------------------------------------------------

                                                      Three Months Ended             Nine Months Ended
                                                         September 30,                  September 30,
                                                 ---------------------------    ----------------------------
                                                       1999           1998            1999            1998
                                                     --------      ---------        --------        --------
<S>                                              <C>            <C>             <C>             <C>
Revenues
    Sales of meat products ...................   $ 12,456,526   $ 15,317,692    $ 40,326,305    $ 47,415,371
    Interest and other income ................         28,948         60,777         143,511         236,763
                                                 ------------   ------------    ------------    ------------
                                                 $ 12,485,474   $ 15,378,469    $ 40,469,816      47,652,134

Costs and Expenses
    Cost of meat products sold ...............     11,447,683     13,848,639      38,253,622      43,735,823
    Selling and administrative expenses ......        510,250        670,091       1,785,138       1,875,737
    Depreciation and amortization ............        327,533        307,539         970,894         917,021
    Interest .................................        168,575        170,783         485,453         518,172
                                                 ------------   ------------    ------------    ------------



        NET INCOME (LOSS) ....................   $     31,433   $    381,417    $ (1,025,291)   $    605,381
                                                 ============   ============    ============    ============


Summary of net income (loss) allocated to
    General Partner ..........................   $        314   $      3,814    $    (10,253)   $      6,054
    Limited Partners .........................         31,119        377,603      (1,015,038)        599,327
                                                 ------------   ------------    ------------    ------------
                                                 $     31,433   $    381,417    $ (1,025,291)   $    605,381
                                                 ============   ============    ============    ============

Net income (loss) per $10 unit of L.P. Capital   $       0.02   $       0.29    $      (0.78)   $       0.46
                                                 ============   ============    ============    ============
Average units issued and outstanding .........      1,306,890      1,306,890       1,306,890       1,306,890
                                                 ============   ============    ============    ============

</TABLE>

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<TABLE>
<CAPTION>
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                            WHITEFORD PARTNERS, L.P.
                                   (Unaudited)
--------------------------------------------------------------------------------------------

                                                                        Nine Months Ended
                                                                          September 30,
                                                                ----------------------------
                                                                      1999            1998
<S>                                                             <C>             <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES ..................... $    764,348    $    975,231
                                                                ------------    ------------

CASH USED IN INVESTING ACTIVITIES:
    Purchase of property and equipment ........................ $   (774,419)   $   (418,970)
    Proceeds from Disposal of property and equipment ..........            0          15,500
                                                                ------------    ------------

NET CASH USED IN INVESTING ACTIVITIES ......................... $   (774,419)   $   (403,470)
                                                                ------------    ------------


CASH PROVIDED/(USED) IN FINANCING ACTIVITIES:
    Proceeds from notes payable ............................... $ 14,476,888    $ 15,163,943
    Payments on notes payable .................................  (14,451,402)    (15,375,941)
    Distributions to Limited and General Partners .............     (131,996)       (197,994)
                                                                ------------    ------------

NET CASH USED IN FINANCING ACTIVITIES ......................... $   (106,510)   $   (409,992)
                                                                ------------    ------------


(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS .............. $   (116,581)   $    161,769

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ..............      416,143         264,247
                                                                ------------    ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD .................... $    299,562    $    426,016
                                                                ============    ============


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    Cash paid during the period for:
        Interest (excluding amount capitalized to               $    352,393    $    523,945
           fixed assets and inventory)                          ============    ============
</TABLE>


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              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            WHITEFORD PARTNERS, L.P.
                               September 30, 1999
                                   (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 currently operates in the Food
Business Segment only.

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.

At September 30, 1999 and December 31, 1998 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.  While the Partnership  believes that the disclosures  presented are
adequate to make the  information  not  misleading,  it is suggested  that these
condensed  consolidated  financial  statements be read in  conjunction  with the
financial  statements and notes in the  Partnership's  most recent annual report
for the year ended December 31, 1998. A summary of the Partnership's significant
accounting  policies is presented on page F-5 of the  Partnership's  most recent
annual report.  There have been no material  changes in the accounting  policies
followed by the Partnership during 1999.

   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, 1999 and the condensed  consolidated  results of its operations
for the  three  and  nine  months  ending  September  30,  1999 and 1998 and the
condensed  consolidated cash flows for the nine months ending September 30, 1999
and 1998.  Operating  results for the period ended  September 30, 1999,  are not
necessarily  indicative  of the results that may be expected for the entire year
ending December 31, 1999.

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.

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<PAGE>
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, 1999 Compared to Nine Months ended September 30,
1998
--------------------------------------------------------------------------------

Revenues for the nine months ended  September 30, 1999 were  $40,469,816  versus
$47,652,134 for the comparable  period in 1998, a decrease of 15.1%.  During the
1999 period  43,889,548  pounds of meat  products  were sold  versus  51,877,277
pounds  during the 1998 period.  The decrease in sales of meat  products sold is
primarily  attributable  to a reduction in orders by  customers.  In response to
this decline,  in July 1999,  the Company  analyzed its  operations  and reduced
costs, including overhead and administration.

Costs of meat  products  sold for the nine months ended  September 30, 1999 were
$38,253,622  versus  $43,735,823  for the comparable  period ended September 30,
1998, a decrease of 12.5%.  The decrease in the costs is primarily  attributable
to a decline in pounds produced and sold.

Gross  margins on sales were 5.5% for the nine months ended  September  30, l999
and 8.2% for the  comparable  period in 1998.  The decrease in gross  margins is
attributable to the semi-variable  nature of certain costs of meat products sold
such as labor, packaging and utilities.

Selling and  administrative  expenses were $1,785,138 for the 1999 period versus
$1,875,737 for the 1998 period. Selling and administration  expenses represented
4.4% of revenue for the nine months ended September 30, 1999 and 3.9% the period
ended September 30, 1998.

Depreciation  and  amortization  expense for the nine months ended September 30,
1999 was $970,894  versus  $917,021 for the same period in 1998,  an increase of
5.9%.

Interest  expense  for the nine months  ended  September  30, 1999 was  $485,453
versus  interest  expense of $518,172 for the same period in 1998. This decrease
of $32,719  primarily  relates  to the  decrease  in the  average  debt  balance
outstanding.

A loss of $1,025,291  was realized in the 1999 period  compared to net income of
$605,381 in the comparable period in 1998.

Impact of Year 2000
-----------------------

The Year 2000 issue is the result of computer  programs  being written using two
digits rather than four digits to define the  applicable  year. Any of Whiteford
Foods'  internal use computer  programs and its software  products that are date
sensitive  may recognize a date using "00" as the Year 1900 rather than the Year
2000.  This  could  result  in  a  system  failure  or  miscalculations  causing
disruptions of operations,  including, among other things, a temporary inability
to process transactions or engage in normal business activities.

Whiteford Foods has  modified/upgraded and replaced all of its internal software
so that it will  function  with  respect  to dates in Year 2000 and  thereafter.
Whiteford Foods presently  believes that with such modifications to its software
and conversions to new internal use software,  the Year 2000 issue will not pose
any operational  problems for Whiteford Foods or its customers.  Whiteford Foods
has and will  continue  to utilize  both  internal  and  external  resources  to
reprogram, replace and test its software for the Year 2000 modifications.

Whiteford  Foods is also in  contact  with its  customers  and  major  suppliers
regarding  whether they are Year 2000  compliant.  Whiteford Foods has completed
its Year 2000  project.  The total  cost of the Year 2000  project  has not been
fully  determined,  but has  been  funded  through  operating  cash  flows.  The
requirements  for the  correction  of  Year  2000  modifications  are  based  on
Management's   best  estimates,   which  were  derived  by  utilizing   numerous
assumptions of future events including availability of

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certain resources,  third party  modification plans and other factors.  However,
there can be no  guarantee  that these  estimates  will be  achieved  and actual
results  could differ from those  anticipated.  Specific  factors that may cause
such material  differences  include, but are not limited to, the availability of
personnel  trained  to  locate  and  collect  all  relevant  codes  and  similar
uncertainties.  The effect,  if any, on Whiteford Foods' result of operations if
Whiteford  Foods,  its  Customers  or its  suppliers  are not  fully  Year  2000
compliant is not reasonably estimable.

Liquidity and Capital Resources
-------------------------------

At  September  30,  1999 the  Partnership  had a  negative  working  capital  of
$1,293,007 versus a negative working capital of $55,756 at December 31, 1998.

Cash provided by operating  activities  was $764,348 in 1999 versus  $975,231 in
the 1998 period.

Cash used in investing  activities  was $774,419 in 1999 as compared to $403,470
in 1998.

The Partnership used $106,510 from financing activities during 1999 representing
net repayment of debt  outstanding and  distributions to the General and Limited
Partners. For the comparable period in 1998, the Partnership used $409,992.

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 $3,500,000 (with $3,054,025  outstanding at September 30, 1999),  (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");  and  (d) a five  year  credit  facility  of
$500,000, (the "Third Term Loan"), (collectively, the "Loans"). During 1999, the
Partnership  amended  its  Credit  Agreement  with the Bank.  In May  1999,  the
Principal  Revolver was increased from  $3,000,000 to $3,500,000 with a maturity
of December 31, 1999. In November  1999,  the Principal Term Loan was amended to
extend the maturity to January 1, 2002.

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  1999 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 1999.  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 1999.

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.


Market Risk
-----------

There have been no significant changes in market risk since December 31, 1998.

                                     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




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<PAGE>
                                   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 3, 1999                 By    /s/ Kevin T. Gannon
     -------------------                 -------------------------------
                                             Kevin T. Gannon, President
                                             Chief Executive Officer
                                             Chief Financial Officer
                                             Gannon Group, Inc.
                                             General Partner





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