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 28, 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  September
 7, 2001.



                   This report consists of 12 pages.

<PAGE>

                       PART I - FINANCIAL INFORMATION

 ITEM 1.  Financial Statements

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

                                                       July 28,     October 28,
                 ASSETS                                  2001           2000
                                                        ------         ------
                                                           (in thousands)
 <S>                                                   <C>            <C>
 Current Assets
    Receivables, net                                   $ 2,830        $ 2,770
    Inventories                                          3,804          3,513
    Other                                                  240            196
                                                        ------         ------
          Total Current Assets                           6,874          6,479

 Property, Plant and Equipment:
    Leasehold improvements                               1,038          1,038
    Machinery and equipment                              2,027          1,752
                                                        ------         ------
                                                         3,065          2,790
    Less accumulated depreciation and amortization       1,803          1,503
                                                        ------         ------
                                                         1,262          1,287
 Other                                                       1             15
                                                        ------         ------
                                                       $ 8,137        $ 7,781
                                                        ======         ======

      LIABILITIES AND STOCKHOLDERS' EQUITY

 Current Liabilities:
   Line of Credit                                      $ 3,640        $ 3,677
   Accounts payable                                      2,313          1,499
   Accrued liabilities                                     987          1,411
                                                        ------         ------
        Total Current Liabilities                        6,940          6,587

 Deferred Employee Benefits                                106            109
                                                        ------         ------
                                                         7,046          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                                 (3,943)        (3,949)
                                                        ------         ------
      Total Stockholders' Equity                         1,091          1,085
                                                        ------         ------
                                                       $ 8,137        $ 7,781
                                                        ======         ======

 See accompanying notes.
</TABLE>

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


                            Thirteen Weeks Ended  Thirty-Nine Weeks Ended
                            --------------------  -----------------------
                             July 28,   July 29,   July 28,   July 29,
                               2001       2000        2001        2000
                              ------     ------      -------     -------
                                (in thousands, except per share data)
 <S>                         <C>        <C>         <C>         <C>
 Net Sales                   $ 9,873    $10,340     $ 27,166    $ 29,471
 Cost of Sales                 9,032      9,595       24,670      26,726
                              ------     ------      -------     -------
 Gross profit                    841        745        2,496       2,745

 Selling, general and
   administrative expenses       700        829        2,234       2,781
                              ------     ------      -------     -------
 Operating profit (loss)         141        (84)         262         (36)

 Interest expense                 94        124          316         341
                              ------     ------      -------     -------
 Income (loss) before income      47       (208)         (54)       (377)

 Tax benefit                     (20)       (20)         (60)        (60)
                              ------     ------      -------     -------
 Net income (loss)           $    67    $  (188)    $      6    $   (317)
                              ======     ======      =======     =======

 Per common share data:

 Basic
   Net income (loss)         $  0.02    $ (0.04)    $      -    $  (0.07)
                              ======     ======      =======     =======

 Diluted
    Net income (loss)        $  0.01    $ (0.04)    $      -    $  (0.07)
                              ======     ======      =======     =======

 See accompanying notes.
</TABLE>

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

                                                         Thirty-Nine Weeks Ended
                                                         -----------------------
                                                         July 28,       July 29,
                                                           2001           2000
                                                          ------         ------
                                                              (in thousands)
 <S>                                                     <C>            <C>
 CASH FLOWS FROM OPERATIONS
   Income (loss) from continuing operations              $     6        $  (317)
   Non-cash adjustments to loss:
   Depreciation and amortization                             300            313
   Net (increase) to accounts receivable                     (60)          (566)
   Net (increase) decrease to inventories                   (291)           788
   Net (increase) to other current and long-term assets      (30)           (73)
   Net increase (decrease) to accounts payable and
     accrued expense                                         390           (134)
                                                          ------         ------
   Net cash flows from operating activities of
     continuing operations                                   315             11
   Net cash flows from operating activities of
     discontinued operations                                  (3)            (9)
                                                          ------         ------
     Net cash flows from operating activities                312              2

 CASH FLOWS FROM INVESTING ACTIVITIES
   Capital expenditures                                     (275)          (230)
                                                          ------         ------
 Net cash flows from investing activities                   (275)          (230)

 CASH FLOWS FROM FINANCING ACTIVITIES
   Repayments under line-of-credit facility              (27,914)       (29,197)
   Borrowings under line-of-credit facility               27,877         29,425
                                                          ------         ------
 Net cash flows from financing activities                    (37)           228

 Net change in cash and cash equivalents                       -              -
 Cash and cash equivalents at beginning of year                -              -
                                                          ------         ------
                                                         $     -        $     -
                                                          ======         ======
 Supplemental cash flow information:
   Interest paid                                         $   316        $   341
                                                          ======         ======
   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 July 28, 2001  and
      October 28, 2000 was (in thousands):


                                   July 28, 2001          October 28, 2000
                                   -------------          ----------------
      Raw material                    $ 1,701                  $ 1,565
      Finished goods                    2,103                    1,948
                                       ------                   ------
      Total                           $ 3,804                  $ 3,513
                                       ======                   ======


                                      5.

<PAGE>

 3.   BORROWINGS

      Current borrowings consist of the following (in thousands):


                                              July 28,          October 28,
                                                2001               2000
                                              -------            -------
           Banks, with interest of 4% & 2%
             over prime in 2001 and 2000
             respectively                    $  3,640           $  3,677
           Less current maturities              3,640              3,677
                                              -------            -------
                                             $     -0-          $     -0-
                                              =======            =======

      The  prime  rate  applicable to  the  Company's outstanding  bank notes
      payable was 7.5% at July 28, 2001 and  9.50% at October 28, 2000.   The
      weighted average interest rate relating  to these borrowings  was 11.1%
      during the nine months of  2001 and 11.4% during fiscal 2000.

      During the 2nd quarter of 2001 the Company amended its credit agreement
      with the bank.  This agreement provides for borrowings up to the lessor
      of $4.7 million or its borrowing base and extended the maturity date to
      September 21, 2001.  This  agreement  includes a line of credit  in the
      amount  of  $4 million and a capital expenditure loan of $700,000.  The
      Company had  borrowings  available  of  $43,000  at  July 28, 2001  and
      $100,000 at October 28, 2000.

      On September 13, 2001, the Company entered into a new credit  agreement
      with a commercial bank.  The proceeds of which will be used for working
      capital  and  to  pay off  the  existing debt.  This  agreement  has  a
      maturity date  of September  2004 and  charges interest  at prime  plus
      1.75%.  The  new agreement contains  a line  of credit and a term loan.
      The term loan is for $700,000 and is secured by the Company's machinery
      and  equipment.  The  line  of  credit is  for the lessor of $5 million
      or  the  available  borrowing  base,  as  defined   in  the  agreement.
      Substantially all of  the Company's property,  plant and equipment  and
      current assets are pledged as collateral under the bank agreement.

      The Company's new bank agreement contains certain restrictive covenants
      which require  the  Company to  meet  certain financial  ratios.    The
      Company was in  compliance with these  covenants at  the closing  date,
      however there can be no assurance that they will remain in compliance.


 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 July 28, 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>

 5.   RECENT ACCOUNTING PRONOUNCEMENTS

      On July  20,  2001, the  Financial  Accounting Standards  Board  (FASB)
 issued statement  of Financial  Accounting  Standards (SFAS)  141,  Business
 Combinations, and SFAS  142, Goodwill and  Intangible Assets.   SFAS 141  is
 effective for all business combinations completed after June 30, 2001.  SFAS
 142 is  effective  for  fiscal years  beginning  after  December  15,  2001;
 however, certain provisions of  this Statement apply  to goodwill and  other
 intangible assets acquired between  July 1, 2001 and  the effective date  of
 SFAS 142.  Major  provisions of these Statements  and their effective  dates
 for the Company are as follows:

   *  all business combinations initiated  after June 30,  2001 must use  the
      purchase method  of accounting.   The  pooling  of interest  method  of
      accounting is prohibited except for transactions initiated before  July
      1, 2001.

   *  intangible assets acquired in a  business combination must be  recorded
      separately from goodwill if they arise from contractual or other  legal
      rights or  are separable  from the  acquired entity  and can  be  sold,
      transferred, licensed, rented or  exchanged, either individually or  as
      part of a related contract, asset or liability

   *  goodwill, as well as intangible assets with indefinite lives,  acquired
      after June 30, 2001, will not be amortized.  Effective October 29, 2001
      all  previously   recognized  goodwill  and  intangible   assets   with
      indefinite lives will no longer be subject to amortization

   *  effective  October 29,  2001   goodwill  and  intangible  assets   with
      indefinite lives will  be tested for  impairment annually and  whenever
      there is an impairment indicator

   *  all acquired goodwill must be assigned to reporting units for  purposes
      of impairment testing and segment reporting

 Although  it  is  still  reviewing  the  provisions  of  these   Statements,
 management's preliminary assessment is that these Statements will not have a
 material  impact  on  the  Company's   financial  position  or  results   of
 operations.

                                      7.

<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).

 Three Quarters of 2001 versus Three Quarters of 2000

 Consolidated sales for  the nine  months of fiscal  2001 of  $ 27.2  million
 decreased  from  the  nine months of  fiscal 2000 by  $2.3 million  or 7.8%.
 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 $2.1 million or
 7.9%.  As  a percentage  of sales,  the gross  margin decreased  to 9.2%  as
 compared to 9.3% in 2000.

 Gross profit decreased  compared to  2000 by  $249,000 mainly  due to  lower
 volume and gain on sale of raw material in the prior year.

 Selling, general and administrative expenses  decreased by $547,000 in  2001
 as compared  to  2000 due  to  managements restructuring  program  initiated
 during  the  fourth  quarter  of  2000,  as  well as changes in estimates of
 previously established accruals.

 Interest Expense

 Interest expense decreased  by $25,000 or  7.3% as compared  to 2000.   This
 increase is due to decrease in the banks prime rate.

 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 $60,000 thereby  resulting in a tax  benefit in the first  nine
 months of 2001.

                                      8.

<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.

 During the 2nd quarter of 2001 the Company amended its credit agreement with
 the bank.  This agreement provides for  borrowings up to the lessor of  $4.7
 million or its  borrowing base and  extended the maturity  date to June  28,
 2001.  This agreement includes a line of credit in the amount of $4  million
 and a capital  expenditure loan  of $700,000.   The  Company had  borrowings
 available of $43,000 at July 28, 2001 and $100,000 at October 28, 2000.

 On September 13, 2001, the Company entered into a new credit agreement  with
 a commercial bank.  The proceeds  of which will be used for working  capital
 and to pay  off  the existing debt.  This agreement has  a maturity date  of
 September 2004 and charges interest at prime plus 1.75%.  The new  agreement
 contains a line of credit and  a term loan.  The  term loan is for  $700,000
 and is secured by the Company's machinery and equipment.  The line of credit
 is for the lessor of $5 million or the available borrowing base, as  defined
 in the agreement.  Substantially  all of the  Company's property, plant  and
 equipment and  current assets  are  pledged  as  collateral under  the  bank
 agreement.

 The Company's  new bank  agreement  contains certain  restrictive  covenants
 which require the Company  to meet  certain financial  ratios.  The  Company
 was in compliance with  these covenants at the  closing date, however  there
 can be no assurance that they will remain in compliance.

 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.

                                      9.

<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 28,       July 28,      July 28,      July 28,
                                          2001           2001          2001          2001
                                       ---------      ---------     ---------     ---------
                                             (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       0              0           617           617
                                          -----          -----         -----         -----
  3  Average number of common shares
     outstanding                          4,300          4,300         4,917         4,917
                                          =====          =====         =====         =====

 EARNINGS

  4  Net income                          $   67         $    6        $   67        $    6
                                          =====          =====         =====         =====
 PER SHARE AMOUNTS


      Net income
      (line 4 / line 3)                  $ 0.02         $    -        $ 0.01        $    -
                                          =====          =====         =====         =====

</TABLE>
                                    10.
<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 28, 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 28, 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.

      The  Company  filed  a  report  on Form 8-K  dated  April 12, 2001,
      wherein the Company  under item 5  other  events  relating  to  the
      Company's entering into  an  agreement  and  plan  of merger, dated
      April 10, 2001 with FLP Holdings III LLC.

      The Company  filed a  report on  Form 8-K  dated  August 17,  2001,
      wherein the  Company under  Item 5  other  events relating  to  the
      Company announced  that FLP Holdings III, LLC and RFI Acquisitions,
      Inc. which  entered into  a merger  agreement with  the Company  on
      April 10, 2001, have terminated the agreement.


                                    11.

<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: September 14, 2001


                                    12.