UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549

                              FORM 10-Q

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

  For the quarterly period ended                           July 31, 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 1-6071

                          RYMER FOODS INC.

  Incorporated in the State of Delaware    IRS Employer Identification No.
                                                      36-1343930

                      4600 South Packers Avenue
                              Suite 400
                       Chicago, Illinois 60609
                            773/927-7777

  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

  APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS  DURING
  THE PRECEDING FIVE YEARS:

  Indicate by check mark whether the registrant has filed all documents and
  reports required to be filed by Section 12, 13 or 15(d) of the Securities
  Exchange Act of 1934 subsequent to the distribution of securities under a
  plan confirmed by a court.

                       Yes   X        No

  Registrant had  4,300,000  shares  of  common  stock  outstanding  as  of
  September 14, 1999.

                  This report consists of 11 pages.

                                 1.
<PAGE>
<TABLE>
                    PART I - FINANCIAL INFORMATION

  ITEM 1.  Financial Statements

                    RYMER FOODS INC. AND SUBSIDIARIES
                       Consolidated Balance Sheets
                               (Unaudited)
<CAPTION>
                                               July 31,   October 31,
                                                 1999        1998
                                                -------     -------
                                                  (in thousands)
  <S>                                          <C>         <C>
                      ASSETS
  Current Assets:
    Receivables, net                           $  2,695    $  1,956
    Inventories                                   4,947       3,266
    Other                                           164         113
                                                -------     -------
       Total Current Assets                       7,806       5,335

  Property, Plant and Equipment:
    Leasehold improvements                        1,001         989
    Machinery and equipment                       1,139       1,001
                                                -------     -------
                                                  2,140       1,990
    Less accumulated depreciation
     and amortization                               911         567
                                                -------     -------
                                                  1,229       1,423
  Other                                              60         122
                                                -------     -------
                                               $  9,095    $  6,880
                                                =======     =======
<PAGE>
            LIABILITIES AND STOCKHOLDERS' EQUITY

  Current Liabilities:
    Bank borrowings                            $  3,525    $  1,851
    Accounts payable                                736         667
    Accrued liabilities                           1,853       1,343
                                                -------     -------
       Total Current Liabilities                  6,114       3,861

  Deferred Employee Benefits                        120         126
                                                -------     -------
                                                  6,234       3,987
  Commitments and Contingencies

  Stockholders' Equity:
    Common stock, $0.04 par - 20,000,000 shares
     authorized; 4,300,000 shares outstanding       172         172
    Additional paid-in capital                    4,851       4,851
    Accumulated deficit                         ( 2,162)    ( 2,130)
                                                -------     -------
       Total Stockholders' Equity                 2,861       2,893
                                                -------     -------
                                               $  9,095    $  6,880
                                                =======     =======
  See accompanying notes.

                                   2.
</TABLE>
<PAGE>
<TABLE>
                    RYMER FOODS INC. AND SUBSIDIARIES
                  Consolidated Statements of Operations
                               (Unaudited)

                           Thirteen Weeks Ended Thirty-Nine Weeks Ended
                             July 31,  July 25,  July 31,  July 25,
                               1999      1998      1999      1998
                              ------    ------   -------   -------
                             (in thousands except per share data)

  <S>                        <C>       <C>      <C>       <C>
  Net sales                  $10,573   $ 8,265  $ 28,810  $ 21,794
  Cost of sales                9,209     7,522    25,448    20,422
                              ------    ------   -------   -------
  Gross profit                 1,364       743     3,362     1,372

  Selling, general and
   administrative expenses     1,141       920     3,147     2,848
                              ------    ------   -------   -------
  Operating income(loss)         223      (177)      215    (1,476)

  Interest expense                96        53       246       136
  Other (income)expense           -         (4)        1       (51)
                              ------    ------   -------   -------
  Net income(loss)           $   127   $  (226) $    (32) $ (1,561)
                              ======    ======   =======   =======
  Per common share data:

   Basic:
    Net income(loss)         $   .03   $  (.05) $   (.01) $   (.36)
                              ======    ======   =======   =======
  Average Number of Common
    Stock Outstanding          4,300     4,300     4,300     4,300
                              ======    ======   =======   =======
   Diluted:
   Net income(loss)          $   .03   $  (.05) $   (.01) $   (.36)
                              ======    ======   =======   =======
  Average Number of Common
    Stock Outstanding          4,722     4,300     4,300     4,300
                              ======    ======   =======   =======

  See accompanying notes.

                                   3.
</TABLE>
<PAGE>
<TABLE>
                    RYMER FOODS INC. AND SUBSIDIARIES
                   Consolidated Statements of Cash Flows
                               (Unaudited)

                                                    Thirty-Nine Weeks Ended
                                                  July 31, 1999  July 25, 1998
                                                       -------      -------
                                                          (in thousands)
  <S>                                                 <C>          <C>
  CASH FLOWS FROM OPERATIONS
    Loss from continuing operations                   $    (32)    $ (1,561)
    Non-cash adjustments to loss:
      Depreciation and amortization                        344          407
      Provision for bad debts                               49           45
    Net (increase) to accounts receivable                 (788)        (532)
    Net (increase) decrease to inventories              (1,681)       1,110
    Net decrease (increase) to other current and
     long-term assets                                       11         (174)
    Net increase (decrease) to accounts payable
     and accrued expenses                                  584         (223)
                                                       -------      -------
    Net cash flows from operating activities of
     continuing operations                              (1,513)        (928)
    Net cash flows from operating activities of
     discontinued operations                                (6)        (131)
                                                       -------      -------
     Net cash flows from operating activities           (1,519)      (1,059)

  CASH FLOWS FROM INVESTING ACTIVITIES
    Capital expenditures                                  (150)         (35)
    Proceeds from the sale of Plant City                    -           800
                                                       -------      -------
    Net cash flows from investing activities              (150)         765

  CASH FLOWS FROM FINANCING ACTIVITIES
    Change in cash overdraft                                (5)         111
    Repayments under line-of-credit facility           (47,872)     (24,878)
    Borrowings under line-of-credit facility            49,546       25,061
                                                       -------      -------
    Net cash flows from financing activities             1,669          294

  Net change in cash and cash equivalents                   -            -
  Cash and cash equivalents at beginning of year            -            -
                                                       -------      -------
  Cash and cash equivalents at end of second quarter  $     -      $     -
                                                       =======      =======
  Supplemental cash flow information:
    Interest paid                                     $    238     $    136
                                                       =======      =======
    Income taxes paid, net of refunds                 $     -      $      -
                                                       =======      =======

  See accompanying notes.

                                   4.
</TABLE>
<PAGE>
                    RYMER FOODS INC. AND SUBSIDIARIES
          Notes to Condensed Consolidated Financial Statements

  1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
       The  accompanying   unaudited   condensed   consolidated   financial
       statements have been prepared in accordance with the instructions to
       Form 10-Q  and,  therefore,  do  not  include  all  information  and
       footnotes necessary for a  fair presentation of financial  position,
       results of operations, and cash  flows in conformity with  generally
       accepted accounting  principles.   The  year-end  condensed  balance
       sheet data was derived from  audited financial statements, but  does
       not  include  all   disclosures  required   by  generally   accepted
       accounting principles.  The Company operates on a fiscal year  which
       ends on the last Saturday in  October.  References in the  following
       notes to  years and  quarters are  references  to fiscal  years  and
       fiscal quarters.  For further information refer to the  Consolidated
       Financial Statements and footnotes  thereto included in Rymer  Foods
       Inc.'s (the Company's or Rymer's) Annual Report on Form 10-K for the
       fiscal year ended October 31, 1998.

       In  management's  opinion,  the  condensed  consolidated   financial
       statements  include  all  normal  recurring  adjustments  which  the
       Company considers necessary for a  fair presentation of the  results
       for the period.  Operating results  for the fiscal period  presented
       are not necessarily indicative of the  results that may be  expected
       for the entire fiscal year.

  2.   GOING CONCERN
       The  accompanying  consolidated   financial  statements  have   been
       prepared assuming the Company will continue as a going concern.

       In the third quarter  of 1999, the Company  reported an increase  in
       net sales  from  continuing  operations as  compared  to  the  third
       quarter of 1998 of 27.9%, principally due to the Company's expansion
       of its customer base and the acquisition of a complementary line  of
       business.  In  fiscal 1998,  the Company  reported a  net loss  from
       continuing  operations  of  $2.0   million,  the  sixth  loss   from
       continuing operations before extraordinary  items in the last  seven
       years, an improvement of $2.9 million from fiscal 1997.   Historical
       operating losses raise substantial doubt about the Company's ability
       to continue as a going concern.

  3.   INVENTORIES
       Inventories are stated principally at the lower of first-in,  first-
       out cost or market.  The composition of inventories at July 31, 1999
       and October 31, 1998 was (in thousands):

                            July 31, 1999   October 31, 1998
                                 ------          ------
          Raw material          $ 2,895         $ 2,166
          Finished goods          2,052           1,100
                                 ------          ------
               Total            $ 4,947         $ 3,266
                                 ======          ======

                                   5.
<PAGE>
  4.   BORROWINGS
       Current borrowings consist of the following (in thousands):

                                                  July 31,   October 31,
                                                    1999         1998
                                                  -------      -------
            Credit Company, with interest of 2%
             over prime in 1999 and 1 1/2%
             over prime in 1998                  $  3,525     $  1,851
                                                  =======      =======

       The prime  rate  applicable  to  the  Company's  outstanding  credit
       company notes payable was 8.00% at July 31, 1999 and 8.0% at October
       31, 1998.   The  weighted average  interest rate  relating to  these
       borrowings was 9.79% during the first nine months of 1999 and  10.1%
       during fiscal 1998.

       The Company's  Rymer  Meat  subsidiary had  total  lines  of  credit
       available of  $3.7 million  at July  31, 1999  and $2.6  million  at
       October  31,  1998,  of  which   $0.2  million  and  $0.7   million,
       respectively, was unused.

       The Company on  April 23, 1998  entered into a  loan agreement  with
       FINOVA Capital Corporation ("FINOVA").  The credit facility provides
       up to $4 million of availability based upon an asset  based  lending
       formula  for  the  Company  through  April  23,  2001.   The  FINOVA
       agreement contains loan covenants  that the Company  must meet.   At
       October 31, 1998, the Company was  in violation of a covenant  which
       FINOVA waived.  At July 31, 1999 the Company was in compliance  with
       the loan covenants.

       Substantially all of the Company's property, plant and equipment and
       certain  current  assets  are  pledged  as  collateral  under   bank
       agreements.

  5.   INCOME TAXES
       The Company  provides  for  income  taxes  in  accordance  with  the
       provisions of Statement of  Financial Accounting Standards No.  109,
       "Accounting for Income  Taxes" (SFAS 109).   The Company's  deferred
       tax asset is  related primarily to  its operating loss  carryforward
       for tax reporting purposes which  approximated $9.0 million at  July
       31, 1999 and  October 31, 1998.   The Company  recorded a  valuation
       allowance amounting to the entire deferred tax asset balance because
       the  Company's  financial  condition,  its  lack  of  a  history  of
       consistent  earnings,   possible   limitations   on   the   use   of
       carryforwards, and  the  expiration  dates of  certain  of  the  net
       operating loss carryforwards give rise to uncertainty as to  whether
       the deferred tax asset is realizable.  Additional restrictions under
       Section 382 may  apply to  limit the  amount of  net operating  loss
       carryforward which can be utilized in the future.

  6.   Net Income (Loss) Per Share
       On October  31, 1997,  the Company  adopted Statement  of  Financial
       Accounting Standards ("SFAS") No. 128 -  "Earnings per Share".   All
       current and  prior  year income  (loss)  per share  date  have  been
       restated to conform to the provisions of SFAS 128.

       The Company's  basic and  diluted net  income (loss)  per share  was
       computed by dividing the net income  (loss) by the weighted  average
       number of  outstanding common  shares, after  giving effect  to  the
       assumed exercise  of outstanding  stock  options, except  where  the
       effects are antidilutive.  Options  to purchase 422,000 and  348,000
       shares of  common stock  with weighted  average exercise  prices  of
       $0.24 and $0.87 were  outstanding at July 31,  1999 and October  31,
       1998 respectively.  On  March 12, 1999 all  of the 411,000  previous
       options were  cancelled, and  subsequently reissued  at an  exercise
       price of  $0.22  a  share.   These  options  were  included  in  the
       computation of common share equivalents  for the three months  ended
       July 31, 1999  but were excluded  from all  other periods  presented
       because they were antidilutive.

                                   6.
<PAGE>

                   RYMER FOODS INC. AND SUBSIDIARIES


  Cautionary Statement

  The  statements  in  this  Form  10-Q,  included  in  this   Management's
  Discussion and Analysis, that are forward looking are based upon  current
  expectations and actual  results may differ  materially.  Therefore,  the
  inclusion of such forward looking information should not be regarded as a
  representation by the Company that the objectives or plans of the Company
  will be achieved.  Such statements  include, but are not limited to,  the
  Company's expectations regarding the  operations and financial  condition
  of the Company.  Forward looking  statements contained in this Form  10-Q
  included in this  Managements Discussion and  Analysis, involve  numerous
  risks and  uncertainties  that  could  cause  actual  results  to  differ
  materially including, but not limited to, the effect of changing economic
  conditions, business  conditions and  growth in  the meat  industry,  the
  Company's ability to maintain its lending arrangements, or if  necessary,
  access external sources  of capital,  implementing current  restructuring
  plans and accurately forecasting capital expenditures.  In addition,  the
  Company's future results  of operations  and financial  condition may  be
  adversely impacted by various factors including, primarily, the level  of
  the Company's  sales.   Certain of  these factors  are described  in  the
  description of the Company's business, operations and financial condition
  contained  in  this  Form  10-Q.    Assumptions  relating  to  budgeting,
  marketing,  product  development  and  other  management  decisions   are
  subjective in many respects and  thus susceptible to interpretations  and
  periodic revisions based on actual experience and business  developments,
  the impact of which may cause the Company to alter its marketing, capital
  expenditure or  other budgets,  which may  in turn  affect the  Company's
  financial position and results of operations.


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

  General

  The Company's consolidated results from  operations are generated by  its
  meat processing operation.  The  Company's common stock currently  trades
  under the symbol RFDS (OTCBB).


  Three Quarters of Fiscal 1999 versus Three Quarters of Fiscal 1998

  Consolidated sales for  three quarters of  fiscal 1999  of $28.8  million
  increased  from  three quarters of fiscal  1998 by $7.0 million or 32.2%.
  Sales increased primarily due to the Company's expansion of its  customer
  base and the acquisition in January  1999 of a small, complementary  line
  of business.

  As compared to 1998, consolidated cost of sales increased by $5.0 million
  or 24.6%.  As a percentage of sales, the gross margin increased to  11.7%
  as compared to 6.3% in 1998.

  Gross profit increased compared to 1998 by $2.0 million primarily due  to
  the efficiencies associated with the higher volume.  The Company's hourly
  work force has increased by approximately 20% from fiscal 1998 to  fiscal
  1999.

  Selling, general  and administrative  expenses increased  by $300,000  in
  1999 as  compared  to  1998 due  primarily  to  increased  sales  related
  expenditures.

  Interest Expense

  Interest expense increased  by $110,000 or  80.9% as  compared to  fiscal
  1998.  This  increase is due  to the Company's  higher borrowings on  the
  Company's line of credit as a result of higher sales volume, increases in
  the Company's borrowing rate and an increase in the prime rate.

  Income Taxes

  In both fiscal 1999  and fiscal 1998, no  provision for income taxes  was
  recorded due to the loss from operations.

                                  7.
<PAGE>
  Liquidity and Capital Resources

  The Company makes sales  primarily on a seven  to thirty day balance  due
  basis.  Purchases  from suppliers  have payment  terms generally  ranging
  from wire transfer at time of shipment to fourteen days.

  The Company on April 23, 1998 entered into a loan agreement with  FINOVA.
  The credit facility  provides  up to $4 million  for the Company  through
  April 23, 2001.   The FINOVA agreement contains  loan covenants that  the
  Company must meet.  At October 31, 1998, the Company was in violation  of
  a covenant which FINOVA  waived.  At  July 31, 1999,  the Company was  in
  compliance with the loan covenants.

  As discussed in Note 2 to the Consolidated Financial Statements, there is
  substantial doubt  about the  Company's ability  to continue  as a  going
  concern.

  The  Company  had total lines of credit available of $4.0  million  based
  upon an asset based lending formula at July 31,  1999 and $2.6 million at
  October 31, 1998, of which  $0.2 million and  $0.7 million, respectively,
  was unused.   The Company anticipates  that the existing  line of  credit
  will supply sufficient cash to meet the Company's requirements.

  The Company  anticipates  spending  approximately  $250,000  for  capital
  expenditures in  1999.    The  expenditures  are  primarily  for  planned
  improvements at the meat  operation.  There  are no specific  commitments
  outstanding  related  to  these  planned  expenditures.    Such   capital
  expenditures will  be  financed with  cash  from operations  and/or  bank
  borrowings.

  Y2000 Compliance

  The Year 2000 ("Y2K")  issue is the result  of computer programs using  a
  two-digit format, as opposed to four digits, to indicate the year.   Such
  computer systems will be unable to interpret dates beyond the year  1999,
  which could cause a system failure  or other computer errors, leading  to
  disruptions in operations.  In 1997, the Company developed a  three-phase
  program for  the Y2K  information  systems compliance.    Phase I  is  to
  identify  those  systems  which the Company  has exposure to  Y2K issues.
  Phase II is the development and implementation of action plans to be  Y2K
  compliant in all areas by early 1999.  Phase III, to be completed by late
  September is  the  final testing  of  each  area of  exposure  to  ensure
  compliance scheduled for September 25, 1999.  The Company has  identified
  two major areas determined to be critical for successful Y2K  compliance:
  (1) financial and informational systems applications and (2) third-party
  relationships.

  In accordance with Phase I of the program, the Company has conducted  its
  review and has determined all major areas which need to be upgraded.   In
  the financial and information systems area, a number of applications have
  been identified as Y2K compliant due to their recent implementation.  The
  Company's core financial reporting systems  are not fully Y2K  compliant,
  but are scheduled for  upgrade in late September  1999.  The Company  has
  contacted most of its major third  party customers and suppliers, all  of
  whom have advised  the Company that  they expect to  be Y2K compliant  by
  2000.

  The Company  believes  that  the  cost  to  update  its  systems  is  not
  significant.   The Company  plans on  completing the  work with  existing
  personnel.  The Company anticipates completion  no later than October  1,
  1999.

  Seasonality

  The quarterly results of the Company  are affected by seasonal factors.
  Sales are usually lower in the fall and winter.

  Impact of Inflation

  Raw materials are subject to fluctuations in price.  However, the Company
  does not expect  such fluctuations to  materially impact its  competitive
  position.

                                  8.
<PAGE>
<TABLE>

  EXHIBIT 11

  COMPUTATION OF EARNINGS (LOSS) PER SHARE

                                        BASIC                   DILUTED
                                 Thirteen Thirty-Nine   Thirteen   Thirty-Nine
                              Weeks Ended Weeks Ended  Weeks Ended Weeks Ended
                                  July 31,  July 31,    July 31,    July 31,
                                    1999      1999        1999        1999
                                    -----     -----      -----       -----
                                    (In thousands, except per share amounts)
<S>                                 <C>       <C>        <C>         <C>
AVERAGE SHARES OUTSTANDING

 1  Average shares outstanding      4,300     4,300      4,300       4,300
 2  Net additional shares
     outstanding assuming exercise
     of stock options*                 -         -         422          -
                                    -----     -----      -----       -----
 3  Average number of common shares
     outstanding                    4,300     4,300      4,722       4,300
                                    =====     =====      =====       =====
EARNINGS (LOSSES)

    Net income(loss)               $  127    $  (32)    $  127      $  (32)
                                    =====     =====      =====       =====
PER SHARE AMOUNTS

    Net income(loss)
     (line 4 / line 3)             $  .03    $ (.01)    $  .03      $ (.01)
                                    =====     =====      =====       =====

  * The  Company's  basic and  diluted  net  income (loss)  per  share  was
  computed by dividing the net income (loss) by the weighted average number
  of outstanding common shares, after giving effect to the assumed exercise
  of outstanding stock options, except where the effects are  antidilutive.
  These   options  were  included  in  the  computation  of  common   share
  equivalents for the thirteen weeks ended July 31, 1999 but were  excluded
  from all other periods presented because they were antidilutive.

                                   9.
</TABLE>
<PAGE>

                    RYMER FOODS INC. AND SUBSIDIARIES
                       PART II - OTHER INFORMATION


     Items 1-5.  Not Applicable

     Item 6.     Exhibits and Reports on Form 8-K

       (a)       Exhibits filed:

       11        Computations  of earnings per share are included in the
                 Notes to  Condensed  Consolidated  Financial Statements
                 included in Item 1 of this Form 10-Q.

                 Exhibits incorporated by reference:

       13.1      Annual Report  on Form 10-K of Rymer Foods Inc. for the
                 fiscal year  ended  October  31, 1998  (incorporated by
                 reference).


       21.1      Subsidiaries of the Company. (Incorporated by reference
                 to  Exhibit  22  to the  Annual Report of Form  10-K of
                 Rymer Foods Inc. for the fiscal year ended  October 31,
                 1998.)

       27        Financial Data Schedule (EDGAR filing)

       (b)       Reports on Form 8-K:

                 None


                                   10.

<PAGE>

                         RYMER FOODS INC.
                            SIGNATURE


  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 there unto duly authorized.

                                    RYMER FOODS INC.
                                    (Registrant)

                                By  /s/   Edward M. Hebert
                                    Edward M. Hebert, President,
                                    Chief Financial Officer and Treasurer


  Date:  September 14, 1999



                               11.