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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 JUNE 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>
<CAPTION>
              CLASS                          UNITS OUTSTANDING AT JULY 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
                    SIX MONTHS ENDED JUNE 30, 1998 AND 1997
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<TABLE>
<CAPTION>
                                                                                      Page Number
<S>                                                                                   <C>
PART I.  FINANCIAL INFORMATION

         Item 1. Financial Statements


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



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



           Condensed Consolidated Statements of Cash Flows for the six
             months ended June 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

</TABLE>

                                    2 of 10

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                     CONDENSED CONSOLIDATED BALANCE SHEETS
                            WHITEFORD PARTNERS, L.P.
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                        JUNE 30,    DECEMBER 31,
                                                         1998           1997
                                                      -----------   ------------
                           ASSETS                     (UNAUDITED)
<S>                                                   <C>           <C>
CURRENT ASSETS:
 Cash and cash equivalents                            $   335,348   $   264,247
 Accounts receivable: Trade                             3,405,296     3,558,557
 Inventories                                            2,988,200     3,024,597
 Prepaid expenses and other assets                        118,424        88,041
                                                      -----------   ------------

  TOTAL CURRENT ASSETS                                $ 6,847,268   $ 6,935,442

PROPERTY AND EQUIPMENT - net of accumulated 
  depreciation of $5,718,885 and $5,205,058 in        
  1998 and 1997                                        11,760,511    12,029,930
OTHER ASSETS - net of amortization                      2,768,903     2,832,650
                                                      -----------   ------------

    TOTAL ASSETS                                      $21,376,682   $21,798,022
                                                      -----------   ------------
                                                      -----------   ------------

 LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
 Accounts payable                                     $ 3,687,922   $ 3,249,121
 Notes payable and current maturities on long
   term debt                                            2,640,303     3,425,625
 Accrued expenses and other liabilities                   846,144       658,562
                                                      -----------   ------------

  TOTAL CURRENT LIABILITIES                           $ 7,174,369   $ 7,333,308

LONG-TERM DEBT                                          4,377,798     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                       20,924        18,684
  Distributions                                           (35,558)      (34,251)
                                                      -----------   ------------
                                                      $       497   $      (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)             2,060,410     1,838,686
  Distributions                                        (3,525,220)   (3,394,531)
                                                      -----------   ------------
                                                      $ 9,824,018   $ 9,732,983
                                                      -----------   ------------
   TOTAL PARTNERS' CAPITAL                            $ 9,824,515   $ 9,732,547
                                                      -----------   ------------

    TOTAL LIABILITIES AND PARTNERS' CAPITAL           $21,376,682   $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

<PAGE>

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                            WHITEFORD PARTNERS, L.P.
                                  (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED             SIX MONTHS ENDED
                                                               JUNE 30,                      JUNE 30,
                                                    ----------------------------  ---------------------------
                                                        1998            1997           1998           1997
                                                    -------------  -------------  ------------- -------------
<S>                                                 <C>            <C>            <C>           <C>
Revenues
 Sales of meat products                             $  16,213,769  $  18,061,461  $  32,097,679 $  33,006,101
 Interest and other income                                 71,068         59,913        175,986       115,610
                                                    -------------  -------------  ------------- -------------
                                                    $  16,284,837  $  18,121,374  $  32,273,665    33,121,711

Costs and Expenses
 Cost of meat products sold                            14,998,495     16,666,622     29,887,184    30,466,970
 Selling and administrative expenses                      611,031        604,114      1,205,646     1,254,155
 Depreciation and amortization                            306,025        294,978        609,482       586,747
 Interest                                                 171,974        182,206        347,389       371,956
                                                    -------------  -------------  ------------- -------------
                                                    $  16,087,525  $  17,747,920  $  32,049,701 $  32,679,828
                                                    -------------  -------------  ------------- -------------
  NET INCOME                                        $     197,312  $     373,454  $     223,964 $     441,883
                                                    -------------  -------------  ------------- -------------
                                                    -------------  -------------  ------------- -------------

Summary of net income allocated to
 General Partner                                    $       1,973  $       3,735  $       2,240 $       4,419
 Limited Partners                                         195,339        369,719        221,724       437,464
                                                    -------------  -------------  ------------- -------------
                                                    $     197,312  $     373,454  $     223,964 $     441,883
                                                    -------------  -------------  ------------- -------------
                                                    -------------  -------------  ------------- -------------

Net income per $10 unit of L.P. Capital             $        0.15  $        0.29  $        0.17 $        0.34
                                                    -------------  -------------  ------------- -------------
                                                    -------------  -------------  ------------- -------------

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>
                                                          SIX MONTHS ENDED
                                                               JUNE 30,
                                                         1998            1997
                                                     ------------   -----------
<S>                                                  <C>            <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES            $  1,618,350   $   784,552
                                                     ------------   -----------
CASH FLOW USED IN INVESTING ACTIVITIES:
 Purchase of property and equipment                  $   (291,064)  $  (419,902)
 Proceeds from Disposal of property and equipment          15,500           120
                                                     ------------   -----------

NET CASH USED IN INVESTING ACTIVITIES                $   (275,564)  $  (419,782)
                                                     ------------   -----------

CASH PROVIDED/(USED) IN FINANCING ACTIVITIES:
 Proceeds from notes payable                         $ 10,081,639   $10,365,493
 Payments on notes payable                            (11,221,328)  (10,584,963)
 Distributions to Limited and General Partners           (131,996)           --
                                                     ------------   -----------

NET CASH PROVIDED/(USED) IN FINANCING ACTIVITIES     $ (1,271 685)  $  (219,470)
                                                     ------------   -----------

INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS     $     71,101   $   145,300

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

CASH AND CASH EQUIVALENTS AT END OF PERIOD           $    335,348   $   266,463
                                                     ------------   -----------
                                                     ------------   -----------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 Cash paid during the period for:
  Interest (excluding amount capitalized to fixed
   assets and inventory)                             $    353,587   $   376,148
                                                     ------------   -----------
                                                     ------------   -----------
</TABLE>


                                    5 of 10

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                    NOTES TO CONDENSED FINANCIAL STATEMENTS
                            WHITEFORD PARTNERS, L.P.
                                 JUNE 30, 1998
                                  (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.

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 June 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 June 30, 1998 and the condensed consolidated results of its 
operations for the six months ending June 30, 1998 and 1997 and the condensed 
consolidated cash flows for the six months ending June 30, 1998 and 1997.  
Operating results for the period ended June 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

SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO SIX MONTHS ENDED JUNE 30, 1997

Revenues for the six months ended June 30, 1998 were $32,273,665 versus 
$33,121,711 for the comparable period in 1997, a decrease of 2.6%.  This 
decrease in sales is primarily attributable to the composition of pounds 
sold. During the 1998 period 34,738,863 pounds of meat products were sold 
versus 34,855,936 pounds during the 1997 period.

Costs of meat products sold for the six months ended June 30, 1998 were 
$29,887,184 versus $30,466,970 for the comparable period ended June 30, 1997, 
a decrease of 2.0%.  The decrease in the cost per pound is primarily 
attributable to general composition of the inventory sold and commodity 
pricing.

Gross margins on sales were 7.4% for the six months ended June 30, l998 and 
8.0% for the comparable period in 1997.  The decrease in gross margins is 
attributiable the the semi-variable nature of certain costs of meat products 
sold such as labor, packaging and utilities.

Selling and administrative expenses were $1,205,646 for the 1998 period 
versus $1,254,155 for the 1997 period.  Selling and administration expenses 
represented 3.7% of revenue for the six months ended June 30, 1998 and 3.8% 
the period ended June 30, 1997.

Depreciation and amortization expense for the six months ended June 30, 1998 
was $609,482 versus $586,747 for the same period in 1997, an increase of 3.9%

Interest expense for the six months ended June 30, 1998 was $347,389 versus 
interest expense of $371,956 for the same period in 1997.  This decrease of 
$24,567 primarily relates to the decrease in the average debt outstanding.

Net income of $223,964 was realized in the 1998 period compared to net income 
of $441,883 in the comparable period in 1997.


                                    7 of 10

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 1998 the Partnership had a negative working capital of $327,101 
versus a negative working capital of $397,866 at December 31, 1997.

Cash provided by operating activities was $1,618,350 in 1998 versus $784,552 
in the 1997 period.

Cash used in investing activities was $275,564 in 1998 as compared to 
$419,782 in 1997.

The Partnership used $1,271,685 from financing activities during 1998 
representing net repayment of debt outstanding.  For the comparable period in 
1997, the Partnership used $219,470.

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 $1,865,306 outstanding at June 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  July 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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