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 April 25, 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 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
          May 21, 1998.
<PAGE>
<TABLE>                                                                         
            
                           
                             PART I - FINANCIAL INFORMATION
                                       (Unaudited)
          ITEM 1.  Financial Statements

                            RYMER FOODS INC. AND SUBSIDIARIES
                               Consolidated Balance Sheets
                                                                           
                                                          April 25,   October 25,
                                                               
                                                            1998          1997      
                                                                             
                                                              (in thousands)

<S>                                                    <C>          <C>
            ASSETS
         
            Current Assets:
            Receivables, net                              $  1,743     $  1,406
            Inventories                                      3,209        4,304
            Other                                              153          193
               Total Current Assets                          5,105        5,903

          Property, Plant and Equipment:
            Leasehold improvements                             958          958
            Machinery and equipment                            832          811
                                                             1,790        1,769
            Less accumulated depreciation and amortization     315           44
                                                             1,475        1,725
          Other:
            Assets held for sale or lease                      -            800
            Other                                              103           43
                                                          $  6,683     $  8,471
                                                                       
                    LIABILITIES AND STOCKHOLDERS' EQUITY

          Current Liabilities:                                            
            Bank borrowings                               $  1,149     $  1,394
            Accounts payable                                   260          368
            Accrued liabilities                              1,571        1,669
               Total Current Liabilities                     2,980        3,431

          Deferred Employee Benefits                           128          130
                                                          $  3,108     $  3,561
          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                             (1,448)      (  113)
               Total Stockholders' Equity                                    
                                                             3,575        4,910

</TABLE>                                                  $  6,683     $  8,471
                See accompanying notes.
<PAGE>
<TABLE>
                                   
                            RYMER FOODS INC. AND SUBSIDIARIES
                          Consolidated Statements of Operations
                                       (Unaudited)


                                                                             
                              Thirteen Weeks Ended            Twenty-Six Weeks Ended
                                                                       
                                                                             
                                          Predecessor                   Predecessor
                                                                           
                                            Company                       Company      

                                                                             
                                April 25,     April 26,   April 25,     April 26,
                                                                             
                                 1998           1997        1998           1997  
                                                                             
                                                                           
<S>                                  <C>        <C>       <C>         <C>                   
                                       (in thousands except per share data)

          Net sales                  $ 7,530    $ 9,438   $ 13,529    $ 17,716
          Cost of sales                7,061      8,383     12,900      15,958

          Gross profit                   469     1,055         629       1,758

          Selling, general and
           administrative expenses       999     1,143       1,928       2,200

          Operating loss                (530)      (88)     (1,299)       (442)

          Interest expense                43       710          83       1,589
          Other income                   (24)       (8)        (47)        (18)


            
          Net loss                   $  (549)   $( 790)   $ (1,335)   $ (2,013)

          Per common share data:

           Basic:

            Net loss                 $ ( .13)   $   *     $   (.31)   $   *
           
            
           Diluted:

           Net loss                  $ ( .13)  $    *     $   (.31)   $   *
            
            
          * Earnings per share  as it relates  to the predecessor  company is
          not meaningful due to the Company's reorganization.

</TABLE>            
          See accompanying notes.
<PAGE>

<TABLE>

                             RYMER FOODS INC. AND SUBSIDIARIES
                          Consolidated Statements of Cash Flows
                                       (unaudited)

                                                                             
                                                Twenty-Six Weeks Ended  
                                                                             
                                                                                 Predecessor
                                                                             
                                                                                 Company
                                                                             
                                                               April 25, 1998    April 26, 1997
                                                                             
                                                                 
<S>                                                               <C>           <C>   
                                                      (in thousands)
          CASH FLOWS FROM OPERATIONS
            Loss from continuing operations                        $  (1,335)   $ (2,013)
            Non-cash adjustments to loss:
              Depreciation and amortization                              273         344
              Amortization of other assets                               -            58
              Provision for bad debts                                     30          60
            Payment-in-kind interest on Senior Notes                     -           523
            Net (increase) decrease to accounts receivable              (367)        997
            Net decrease (increase) to inventories                      1,095       (434)
            Net (increase) to other current and long-term assets          (31)      (164)
            Net (decrease)increase to accounts payable  and
             accrued expenses                                            (128)       936
            Net cash flows from operating activities of
             continuing operations                                       (463)       307
            Net cash flows from operating activities of
             discontinued operations                                     (120)      (166)
             Net cash flows from operating activities                    (583)       141

          CASH FLOWS FROM INVESTING ACTIVITIES
            Capital expenditures                                          (23)      (322)
            Repayment on Note from the sale of Rymer Seafood               -         950
            Proceeds from the sale of Plant City                          800         -
            Other                                                          -          (34)
            Net cash flows from investing activities                      777         616

          CASH FLOWS FROM FINANCING ACTIVITIES
            Change in cash overdraft                                       51        (348)
            Repayments under line-of-credit facility                  (16,443)    (13,168)
            Borrowings under line-of-credit facility                   16,198      12,958
            Net cash flows from financing activities                     (194)       (558)

          Net change in cash and cash equivalents                          -          199
          Cash and cash equivalents at beginning of year                   -           - 
          Cash and cash equivalents at end of second quarter       $       -     $    199 

          Supplemental cash flow information:
            Interest paid                                          $       83    $     44
            Income taxes paid, net of refunds                      $       -     $     10

          See accompanying notes.
</TABLE>
<PAGE>


                            RYMER FOODS INC. AND SUBSIDIARIES
                       Notes to Consolidated Financial Statements


          1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
               The accompanying unaudited  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
               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 25, 1997.

               In accordance  with  the  AICPA Statement  of  Position  90-7,
               Financial Reporting by  Entities in  Reorganization Under  the
               Bankruptcy Code, the Company adopted fresh-start  reporting as
               of  September  20,  1997.    In  accordance  with  fresh-start
               accounting, the gain on  discharge of debt resulting  from the
               bankruptcy  proceedings  was  reflected  on   the  predecessor
               Company's financial statements for the period  ended September
               20, 1997.    In  addition,  the  accumulated  deficit  of  the
               predecessor Company at September 20, 1997, was eliminated, and
               at September  21, 1997,  the  reorganized Company's  financial
               statements  reflected  no   beginning  retained  earnings   or
               deficit.   In addition,  the Company's  capital structure  was
               recast in conformity with its approved Plan.

               Because of  the  application  of  fresh-start  reporting,  the
               financial statements for the periods after  the reorganization
               are not comparable in any respect to  the financial statements
               for the periods prior to reorganization.

               In management's opinion, the 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.
<PAGE>
               In  the  fiscal  year  1997,  the  Company reported a net loss
               from  continuing  operations  of  $4.9 million, the  fifth loss
               from continuing  operations  before extraordinary item in the
               last six years.

               These conditions raise  substantial doubt about  the Company's
               ability to continue  operating as a  going concern.   The 1998
               consolidated  financial   statements   do  not   include   any
               adjustments that  might  result  from  the  outcome  of  these
               uncertainties.

               During the most recent quarter, the Company has obtained a new
               three-year loan agreement providing a credit facility of up to
               $4 million.  Management believes that the Company's future
               success is dependent upon reversing its sales decline and on the
               continual containment of operating costs.  The Company continues
               to pursue new sales opportunities while controlling its operating
               costs.

          3.   INVENTORIES
               Inventories are stated principally  at the lower  of first-in,
               first-out cost or market.   The composition of  inventories at
               April 25, 1998 and October 25, 1997 was (in thousands):




                                                                         
                                       April 25, 1998        October 25, 1997
                                     
                  Raw material          $ 1,730                 $ 2,651
                  Finished goods          1,479                   1,653
                       Total            $ 3,209                 $ 4,304


          4.   BORROWINGS
               Long-term debt consists of the following (in thousands):

                                                                             
                                                    April 25,      October 25,
                                                                   
                                                       1998              1997
             
                    Banks, with interest of 1 1/2%    
                     over prime in 1997 and 2% over    $ 1,149    $ 1,394
                          prime in 1998

                    Other                                  -           -  
                                                         1,149      1,394
                    Less amounts classified as current   1,149      1,394
                                                       $   -      $    -   

               The prime rate  applicable to  the Company's outstanding  bank
               note payable was 8.5% at both  April 25, 1998 and  October 25,
               1997.
<PAGE>
               The Company's Rymer Meat subsidiary had total  lines of credit
               available of $2.6 million at  April 25, 1998 and  $2.4 million
               at October 25,  1997, of which  $1.4 million and  $1.0 million
               respectively, was unused.

               On April  23,  1998,  the  Company  entered into  a  new  loan
               agreement with FINOVA Capital Corporation.   The new agreement
               provides a credit facility of up to $4 million for the Company
               based on borrowing  base availability  calculations.  The  new
               agreement replaces the credit facility  previously outstanding
               with LaSalle National Bank.

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


          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
               $18.0 million at  April 25, 1998  and October  25, 1997.   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.



                           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



<PAGE>
          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  Management's 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  general  economic  conditions,  business  conditions  and
          demand in the meat industry, the Company's ability  to maintain its
          lending arrangements, or if  necessary, access external  sources of
          capital.  In addition,  the Company's future results  of operations
          and financial  condition  may  be  adversely  impacted  by  various
          factors 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  on the  over-the-counter
          bulletin board.

          First Half of 1998 versus First Half of 1997

          Consolidated sales  for the  first half  of 1998  of $13.5  million
          decreased from the  first half  of 1997 by  $4.2 million  or 24%.  
          Sales decreased primarily due to lower sales volume as  a result of
          increased competition and overall lower consumer consumption in the
          Company's market segments.

          As compared to 1997, consolidated  cost of sales decreased  by $3.1
          million or  19%.    As a  percentage  of  sales, the  gross  margin
          decreased to 4.6%  as compared to  9.9% in 1997  due mainly to  the
          decline in sales.

          Gross profit decreased compared to 1997 by $1.1  million mainly due
          to the decrease  in sales.   The  Company's hourly  work force  has
          declined by approximately 12% at the end of the first  half of 1998
          versus 1997.

          Selling, general and administrative expenses decreased  by $272,000
          or 12.4%  in 1998  as compared  to 1997.   Administrative  expenses
          decreased by $346,000.  Reductions in salaries and related expenses
          due to  headcount reductions  contributed to  the  majority of  the
          decrease.  Selling expenses  increased by $74,000 primarily  due to
          increased marketing expenditures.
<PAGE>
          During the second  quarter, the Company  completed the sale  of its
          Plant City,  Florida  facility.   Proceeds  from  the sale  of  the
          facility were used to pay down the Company's existing bank loan.


          Interest Expense

          Interest expense decreased  by $1.5 million  or 95% as  compared to
          1997.  This  decrease is due  to the  Company's eliminating   its
          Senior Notes.  During the first half of 1997,  the Company incurred
          Senior Note interest of $1.5 million.  No Senior  Note interest was
          recorded during 1998 as the Notes were converted into equity during
          the Company's Chapter 11 bankrupty.

          Income Taxes
          In both 1998 and 1997, no  provision for income taxes  was recorded
          due to the loss from continuing operations.





          Second Quarter of 1998 versus Second Quarter of 1997

          Consolidated sales for the second  quarter of 1998 of  $7.5 million
          decreased from the second quarter of 1997 by $1.9 million  or 20%. 
          Sales decreased primarily due to lower sales volume as  a result of
          increased competition and overall lower consumer consumption.

          The Company experienced  a decline in  unit sales of  approximately
          21%  primarily  due   to  increased   competition.    The   Company
          experienced a decrease of 3.9% in its average selling price.

          As compared to 1997, consolidated  cost of sales decreased  by $1.3
          million or  15.8%.   As a  percentage  of sales,  the gross  margin
          decreased to 6.2% as  compared to 11.2% in  1997 due mainly  to the
          decline in sales.

          Gross profit decreased compared to 1997 primarily due to a decrease
          in sales.  The Company's hourly  work force has declined by  12% at
          the end of the second quarter of 1998 versus 1997.

          Selling, general and administrative expenses decreased  by $144,000
          or 12.6% as compared to 1997.  Administrative expenses decreased by
          $177,000 due to headcount reductions versus 1997.  Selling expenses
          increased  by  $33,000   primarily  due   to  increased   marketing
          expenditures.

          During the second  quarter, the Company  completed the sale  of its
          Plant City,  Florida  facility.   Proceeds  from  the sale  of  the
          facility were used to pay down the Company's existing bank loan.

          Interest Expense
<PAGE>
          Interest expense  decreased by  $667,000 or  93.9%  as compared  to
          1997.  This decrease is due  to the Company's restructuring  of its
          Senior Notes.   During  the  second quarter  of  1997, the  Company
          incurred Senior Note interest of $0.7 million.  No  senior note
          interest was recorded during 1998 as the Notes were converted into
          equity during the Company's restructuring.

          Income Taxes

          In both 1997 and 1996, no  provision for income taxes  was recorded
          due to the loss from continuing operations.


          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.

          On April 23, 1998,  the Company entered  into a new  loan agreement
          with FINOVA  Capital Corporation.   The  new  agreement provides  a
          credit facility  of  up to  $4  million for  the  Company based  on
          borrowing  base  availability  calculations.    The  new  agreement
          replaces the credit  facility previously  outstanding with  LaSalle
          National Bank.

          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  $2.6 million at
          April 25, 1998 and $2.4 million at October 25, 1997,  of which $1.4
          million and $1.0 million, respectively, was unused.

          The Company anticipates spending approximately $400,000 for capital
          expenditures in 1998.   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.

          The Company's main computer system and software are not currently     
          Year 2000 compliant.  The Year 2000 issue is the result of
          computer programs being written using two digits rather than four to
          define the applicable year.  Any of the Company's computer programs
          that have date sensitive software may recognize a date using "00" as
          the year 1900 rather than the year 2000.  This could result in a
          system failure or miscalculations causing disruptions of operations,
          including, but not limited to, a temporary inability to process
          transactions, invoices or other similiar normal business activities.

          Based on a recent assessment, the Company has determined that it will
          need to modify a significant portion of its software so that its
          compter system will properly utilize data beyond December 31, 1999.
          The Company plans on completing its Year 2000 modifications by the end
          of its fourth quarter of fiscal 1998 utilizing internal resources for
          all program changes.  As a result, the Company does not anticipate
          any material costs to complete its Year 2000 program modifications.
<PAGE>



          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.



                          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 25,  1997           
                (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 25, 1997.)

             27         Financial Data Schedule (EDGAR filing)

             (b)   Reports on Form 8-K:

                      None


          
<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/ Edward M. Hebert             
                                            Edward M. Hebert, Sr V.P.,
                                            Chief Financial Officer & Treasurer


           Date:  June 9, 1998