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 January 27, 2001

                                      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  March  9,
 2001.


                      This report consists of 11 pages.
<PAGE>

                        PART I - FINANCIAL INFORMATION

ITEM 1.  Financial Statements

<TABLE>
                      RYMER FOODS INC.  AND SUBSIDIARIES
                          Consolidated Balance Sheets
                                   (Unaudited)

                                                      January 27     October 29,
                ASSETS                                   2001           2000
                                                        ------         ------
                                                             (in thousands)
 <S>                                                   <C>            <C>
 Current Assets
   Receivables, net                                    $ 2,384        $ 2,770
   Inventories                                           3,036          3,513
   Other                                                   235            196
                                                        ------         ------
         Total Current Assets                            5,655          6,479
 Property,  Plant and Equipment:
   Leasehold improvements                                1,038          1,038
   Machinery and equipment                               1,893          1,752
                                                        ------         ------
                                                         2,931          2,790
   Less accumulated depreciation and amortization        1,605          1,503
                                                        ------         ------
                                                         1,326          1,287
 Other                                                       5             15
                                                        ------         ------
                                                       $ 6,986        $ 7,781
                                                        ======         ======
      LIABILITIES AND STOCKHOLDERS' EQUITY
 Current Liabilities:
 Line of Credit                                          3,080          3,677
 Accounts payable                                        1,580          1,499
 Accrued liabilities                                     1,235          1,411
                                                        ------         ------
       Total  Current Liabilities                        5,895          6,587
 Deferred Employee Benefits                                107            109
                                                        ------         ------
                                                         6,002          6,696
 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                            4,862          4,862
   Accumulated deficit                                  (4,050)        (3,949)
                                                        ------         ------
     Total Stockholders' Equity                            984          1,085
                                                        ------         ------
                                                       $ 6,986        $ 7,781
 See accompanying notes.                                ======         ======
</TABLE>

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


                                   Thirteen Weeks Ended
                                January 27        January 29
                                   2001              2000
                                 ------            ------
                          (in thousands, except per share data)
 <S>                            <C>               <C>
 Net Sales                      $ 8,235           $ 9,241
 Cost of Sales                    7,450             8,342
                                 ------            ------
 Gross profit                       785               899

 Selling, general and
   administrative expenses          781               966
                                 ------            ------
 Operating profit (loss)              4               (67)

 Interest expense                   125               106

 Loss before income taxes          (121)             (173)
 Provision for income taxes         (20)              (20)
                                 ------            ------
   Net loss                     $  (101)          $  (153)
                                 ======            ======
 Per common share data:

 Basic

   Net loss                     $ (0.02)          $ (0.04)
                                 ======            ======

 Diluted

    Net loss                    $ (0.02)          $ (0.04)
                                 ======            ======

 See accompanying notes.
</TABLE>

                                      3.
<PAGE>
<TABLE>
                      RYMER FOODS INC. AND SUBSIDIARIES
                    Consolidated Statement of Cash Flows
                                 (Unaudited)
                                                           Thirteen Weeks Ended
                                                          Jan. 27,      Jan. 29,
                                                            2001          2000
                                                           ------        ------
                                                               (in thousands)
 <S>                                                      <C>           <C>
 CASH FLOWS FROM OPERATIONS
   Net (loss) income                                      $  (101)      $  (153)
   Non-cash adjustments to loss:
     Depreciation and amortization                            102           100
     Provision for bad debts                                   (6)            0
     Variable stock option                                      0            18
 Net decrease to accounts receivable                          386           165
 Net decrease (increase) to inventories                       477          (514)
 Net (increase) to other current and long-term assets         (29)          (16)
 Net (decrease) increase to accounts payable and accrued
   expense                                                    (95)          148
                                                           ------        ------
 Net cash flows from operating activities of continuing
  operations                                                  734          (252)
 Net cash flows from operating activities of discontinued
  operations                                                   (2)           (2)
                                                           ------        ------
     Net cash flows from operating activities                 732          (254)

 CASH FLOWS FROM INVESTING ACTIVITIES
   Capital expenditures                                      (141)          (69)
                                                           ------        ------
 Net cash flows from investing activities                    (141)          (69)

 CASH FLOWS FROM FINANCING ACTIVITIES
    Change in cash overdraft                                    6           349
    Repayments under line-of-credit facility               (8,584)       (9,726)
    Borrowings under line-of-credit facility                7,987         9,700
                                                           ------        ------
 Net cash flows from financing activities                    (591)          323

 Net change in cash and cash equivalents                        -             -
 Cash and cash equivalents at beginning of year                 -             -
                                                           ------        ------
                                                          $     -       $     -
                                                           ======        ======
 Supplemental cash flow information:
   Interest paid                                          $   125       $   106
                                                           ======        ======
   Income taxes paid, net of refunds                      $     -       $     -
                                                           ======        ======

 See accompanying notes
</TABLE>

                                      4.
<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  accounting  principles  generally
      accepted in  the United  States of  America.   The  year-end  condensed
      balance sheet data was derived  from audited financial statements,  but
      does not  include all  disclosures  required by  accounting  principles
      generally accepted  in  the  United  States  of America.   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 28, 2000.

      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.   INVENTORIES

      Inventories are stated principally at the lower of first-in,  first-out
      cost or market.  The composition of inventories at January 27, 2001 and
      October 28, 2000 was (in thousands):

                                 January 27, 2001         October 28, 2000
                                 ----------------         ----------------
      Raw material                   $ 1,307                  $ 1,565
      Finished goods                   1,729                    1,948
                                      ------                   ------
              Total                  $ 3,036                  $ 3,513
                                      ======                   ======



                                      5.
<PAGE>


 3.   BORROWINGS

      Current borrowings consist of the following (in thousands):


                                            January 27,       October 28,
                                               2001              2000
                                              -------           -------
           Banks, with interest of 4% & 2%
             over prime in 2001 and 2000
             respectively                    $  3,080          $  3,677
           Less current maturities              3,080             3,677
                                              -------           -------
                                             $    -0-          $    -0-
                                              =======           =======


      The prime  rate  applicable to  the  Company's outstanding  bank  notes
      payable  was  9.0% at January  27, 2001 and 9.50%  at October 28, 2000.
      The weighted average  interest rate  relating to  these borrowings  was
      13.3% during the first quarter of 2001 and 11.09% during fiscal 2000.

      The Company's  bank agreement  provides for  borrowings  of up  to  the
      lessor of  $5.0 million  or  its borrowing  based  as determined  as  a
      percentage of  certain  inventory and  accounts  receivable.   It  also
      provides  for  a  capital  expenditure  loan  for  authorized   capital
      purchases.    The  Company's  Rymer  Meat  subsidiary  had   borrowings
      available, including the capital expenditure loan, of $3.15 million  at
      January 27, 2001 and $3.8 million at October 28, 2000, of which $75,000
      and $100,000, respectively was unused.

      The Company's  bank agreements  contain certain  restrictive  covenants
      which, among other things, limit the amount of indebtedness incurred by
      the Company and its subsidiaries and require the maintenance of certain
      financial ratios by the Company and its subsidiaries.  The Company  was
      in violation of  these covenants at  October 28,  2000; however,  these
      have been reset as part of an amended agreement.   While the Company is
      in compliance with these new covenants at  January 27, 2001 date  there
      can be no assurance  that they will remain  in compliance. The  amended
      loan agreement reduces the  line of credit  to $4.7 million, eliminates
      future borrowings on the capital expenditure line of credit and changes
      the maturity date of June 28, 2001.

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


 4.   INCOME TAXES

      The Company's deferred tax asset is related primarily to its  operating
      loss carryforward for tax  reporting purposes which approximated  $23.1
      million at January 27, 2001 and October 28, 2000.  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.

                                      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

 Management believes  that  the  Company's future  success  is  dependent  on
 containing and reducing operating costs, changing  its sales mix to  include
 more products which  generate  higher  margins, and being  able to  "forward
 buy" more inventory to reduce its material costs.

 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.OB (OTCBB).


 First Quarter of 2001 versus First Quarter of 2000

 Consolidated sales for  the first quarter  of fiscal 2001  of $ 8.2  million
 decreased from the first  quarters of fiscal 2000 by $1.0 million  or 10.9%.
 Sales decreased primarily due  to the loss of  a customer during the  second
 quarter of 2000 and the change in the sales mix.

 As compared to 2000, consolidated cost of sales decreased by $.9 million  or
 10.7%.  As  a percentage of  sales, the gross  margin decreased  to 9.5%  as
 compared to  9.7% in 2000.

 Gross profit decreased  compared to  2000 by  $100,000 mainly  due to  lower
 volume.

 Selling, general and administrative expenses  decreased by $185,000 in  2001
 as compared  to  2000 due  to  managements restructuring  program  initiated
 during the fourth quarter of 2000.


 Interest Expense

 Interest expense increased by  $19,000 or 17.9% as  compared to 2000.   This
 increase is due to the Company's  higher borrowings for the purchase of  raw
 material inventory


 Income Taxes

 In both 2001 and 2000, no provision for income taxes was recorded due to the
 loss from operations.  In 2001 and  2000 the Company reduced the income  tax
 liability by  $20,000  thereby resulting  in  a  tax benefit  in  the  first
 quarter.
                                      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's bank agreement provides for  borrowings of up to the lessor of
 $5.0 million or its borrowing based as determined as a percentage of certain
 inventory  and  accounts  receivable.    It  also  provides  for  a  capital
 expenditure loan for authorized capital purchases.  The Company's Rymer Meat
 subsidiary had borrowings available, including the capital expenditure loan,
 of $3.15 million at January 27, 2001  and $3.8 million at October 28,  2000,
 of which $75,000 and $100,000, respectively was unused.

 The Company's bank agreements  contain certain restrictive covenants  which,
 among other things, limit the amount of indebtedness incurred by the Company
 and its subsidiaries and require the maintenance of certain financial ratios
 by the Company and its subsidiaries.  The Company was in violation of  these
 covenants at October 28, 2000; however, these have been reset as part of  an
 amended  agreement.  While  the  Company is  in  compliance with  these  new
 covenants at January 27, 2001 date there can be no assurance that they  will
 remain in compliance.  The amended loan agreement reduces the line of credit
 to $4.7 million,  eliminates future  borrowings on  the capital  expenditure
 line of credit and change the maturity date of June 28, 2001.

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

 The  Company  anticipates  spending   approximately  $385,000  for   capital
 expenditures  in  2001.    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.


 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       Thirteen      Thirteen      Thirteen
                                          Weeks Ended    Weeks Ended   Weeks Ended   Weeks Ended
                                          January 27,    January 29,   January 27,   January 29,
                                             2001           2000          2001          2000
                                             ------         ------        ------        ------
                                          (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 opt            -              -             -           617
                                             ------         ------        ------        ------
    3   Average number of common shares
        outstanding                           4,300          4,300         4,300         4,917
                                             ======         ======        ======        ======

  EARNINGS (LOSSES)
    4   (Loss) income from continuing
        operations                          $  (121)       $  (173)      $  (121)      $  (173)
                                             ======         ======        ======        ======
    5   Net (loss) income                   $  (101)       $  (153)      $  (101)      $  (153)
                                             ======         ======        ======        ======
  PER SHARE AMOUNTS

      Loss from continuing operations
      (line 4 / line 3)                     $ (0.03)       $ (0.04)      $ (0.03)      $ (0.04)
                                             ======         ======        ======        ======
      Net income (loss)
      (line5 / line 3)                      $ (0.02)       $ (0.04)      $ (0.02)      $ (0.04)
                                             ======         ======        ======        ======



  NOTE:  Earnings per share have been calculated using the treasury stock method.  Since there
  is a net loss for the quarters ending January 27, 2001 and January 29, 2000 common stock
  equivalents are excluded from the diluted earnings per share calculation since they would
  be antidilutive.
</TABLE>
                                    9.

<PAGE>

                      RYMER FOODS INC. AND SUBSIDIARIES
                         PART II - OTHER INFORMATION



  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 29, 2000 (incorporated by reference).


    21.1    Subsidiaries  of the Company.   (Incorporated by reference  to
            Exhibit 21 to the Annual Report of  Form 10-K of  Rymer  Foods
            Inc. for the fiscal year ended October 29, 2000.)


    (b)      Reports on Form 8-K:

      The Company filed  a Report  on Form  8-K dated  January 25,  2001,
      wherein the  Company under  Item 5  other  events relating  to  the
      Company's signing of a non-binding letter of intent to be acquired,
      via merger by Forest Lake Partners LLC.


                                     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 thereunto duly authorized.

                                          RYMER FOODS INC.
                                          (Registrant)



                                          By /s/ Paul D. Conti
                                          ------------------------
                                          Paul D. Conti, President



  Date:  March 9, 2001


                                    11.