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 25, 1997

                                 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 10,754,093 shares of common stock outstanding as of March
7, 1997.
<PAGE>
<TABLE>

                   PART I - FINANCIAL INFORMATION
ITEM 1.  Financial Statements

                 RYMER FOODS INC. AND SUBSIDIARIES
               Condensed Consolidated Balance Sheets

                                          January 25,     October 26,
                                              1997            1996
                                                (in thousands)
<S>                                         <C>          <C>
                    ASSETS

Current Assets:
  Cash and cash equivalents                  $   586      $   -
  Receivables, net                             1,658       2,729
  Inventories                                  3,805       3,272
  Other                                          253       1,170
     Total Current Assets                      6,302       7,171

Property, Plant and Equipment:
  Leasehold improvements                       1,789       1,785
  Machinery and equipment                      6,806       6,735
                                               8,595       8,520
  Less accumulated depr and amortization       7,027       6,899
                                               1,568       1,621
Other:
  Assets held for sale or lease                1,150       1,150
  Other                                          521         621
                                            $  9,541    $ 10,563

          LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
  Current portion of borrowings,
   including amounts to related parties     $ 23,483    $ 21,754
  Accounts payable                               276         558
  Accrued interest                               297       1,421
  Accrued liabilities                          1,533       1,640
     Total Current Liabilities                25,589      25,373
  Long-term debt                                  70          70

Deferred Employee Benefits                       721         736
                                            $ 26,380    $ 26,179
Commitments and Contingencies
Stockholders' Deficit:
  Common stock, $1 par - 20,000,000 shares
   authorized; 10,754,093 shares outstanding
   after deducting treasury shares of
   225,024 in 1997 and 1996                   10,754      10,754
  Additional paid-in capital                  44,363      44,363
  Accumulated deficit                        (71,956)    (70,733)
     Total Stockholders' Deficit             (16,839)    (15,616)
                                            $  9,541    $ 10,563
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
 
                 RYMER FOODS INC. AND SUBSIDIARIES
          Condensed Consolidated Statements of Operations



                                             Thirteen Weeks Ended
                                         January 25,     January 27,
                                            1997            1996
                                                         (Restated)
<S>                                         <C>           <C>
(in thousands, except per share data)

Net sales                                    $ 8,278       $11,979
Cost of sales                                  7,575        11,999

Gross profit (loss)                              703           (20)

Selling, general and administrative expenses   1,057         1,324

Operating loss                                  (354)       (1,344)

Interest expense                                 879         1,010
Other income                                     (10)           (6)

Loss from continuing operations               (1,223)       (2,348)

Income from discontinued operations              -              32

Net loss                                     $(1,223)      $(2,316)

Per common share data:

  Primary:
    Loss from continuing operations          $  (.11)      $  (.22)

    Net loss                                 $  (.11)      $  (.22)

  Fully diluted:
    Loss from continuing operations          $  (.11)      $  (.22)

    Net loss                                 $  (.11)      $  (.22)

See accompanying notes.
</TABLE>
<PAGE>
<TABLE>

 
                 RYMER FOODS INC. AND SUBSIDIARIES
          Condensed Consolidated Statements of Cash Flows


                                                Thirteen Weeks Ended
                                            Jan. 25, 1997     Jan. 27, 1996
                                                        (Restated)
<S>                                              <C>         <C>
(in thousands)
CASH FLOWS FROM OPERATIONS
  Loss from continuing operations                 $ (1,223)   $ (2,348)
  Non-cash adjustments to loss:
    Depreciation and amortization                      177         268
    Amortization of other assets                        58          58
    Provision for bad debts                             30          79
  Payment-in-kind interest on Senior Notes             523         426
  Net decrease to accounts receivable                1,041       1,634
  Net decrease (increase) to inventories              (533)      4,583
  Net (inc) dec to other current and long-term assets  (33)        238
  Net (inc) dec to accounts payable and accrued exp    337        (481)
  Net cash flows from operating activities of
   continuing operations                               377       4,457
  Net cash flows from operating activities of
   discontinued operations                             (93)        778
   Net cash flows from operating activities            284       5,235

CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures                                 (84)       (325)
  Proceeds from the sale of Rymer Seafood              950          -
  Other                                                 (6)         (6)
   Net cash flows from investing activities 
          of discontinued operations                    -           (4)
  Net cash flows from investing activities             860        (335)

CASH FLOWS FROM FINANCING ACTIVITIES
  Change in cash overdraft                            (348)        (20)
  Repayments under line-of-credit facility          (3,485)    (14,279)
  Borrowings under line-of-credit facility           3,275      10,151
  Principal payments on debt                            -           (2)
  Net cash flows from financing activities
   of discontinued operations                           -         (750)
  Net cash flows from financing activities            (558)     (4,900)

Net change in cash and cash equivalents                586           -
Cash and cash  equivalents balance at beg of year       -            -
Cash and cash equivalents bal at end of first qtr    $ 586      $    -
Supplemental cash flow information:
  Interest paid                                      $  20      $  217
  Income taxes paid, net of refunds                  $   4      $    5

See accompanying notes.
</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 26, 1996.

     The  accompanying  condensed   consolidated  financial   statements
     reflect the operations of the Company's Rymer Seafood subsidiary as
     a discontinued operation for accounting purposes.

     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 first quarter  of 1997, the Company  reported a decrease  in
     net sales  from  continuing operations  as  compared to  the  first
     quarter of 1996 of 31% principally due to the loss of certain major
     customers.    In  1996,  the  Company  reported  a  net  loss  from
     continuing  operations  of  $7.1  million,  the  fourth  loss  from
     continuing operations before  extraordinary item in  the last  five
     years.   At  January 25,  1997,  the Company  had  a  stockholders'
     deficit of $16.8 million.

     Additionally, based  on current  forecasts,  the Company  does  not
     expect to have sufficient available cash in fiscal 1997 to make the
     June 15, 1997 11% Senior Notes interest payment.  This will  result
     in an event of default at  which time the Senior Notes will  become
     due and payable.   The Company  does not expect  to have the  funds
     available to repay the Senior Notes.

     These  conditions  raise  substantial  doubt  about  the  Company's
     ability to  continue  operating  as a  going  concern.    The  1997
     condensed consolidated  financial  statements do  not  include  any
     adjustments  that   might  result   from  the   outcome  of   these
     uncertainties.
<PAGE>
3.   INVENTORIES
     Inventories are stated principally at the lower of first-in, first-
     out cost or market.  The composition of inventories at January  25,
     1997 and October 26, 1996 was (in thousands):

                                                                  
                         January 25, 1997          October 26, 1996

         Raw material          $ 2,253                 $ 1,619
        Finished goods           1,552                   1,653
             Total             $ 3,805                 $ 3,272




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

                                                                       
                                                January 25,       October 26,
                                                   1997               1996    
          Banks, with interest of 1 1/2%    
           over prime in 1996 and 1997          $   -              $    210     
           Senior Notes due December 15, 2000, 
           with interest at 11% in 1997
           and at 18% in 1996                     23,483             21,544
          Other                                       70                 70
                                                  23,553             21,824
          Less amounts classified as current      23,483             21,754
                                                 $    70            $    70

     The prime rate applicable to  the Company's outstanding bank notes
     payable was 8.25% at both January 25, 1997 and October 26, 1996. 

     LaSalle has proposed to extend the current LaSalle Credit Agreement
     to July 31,  1997 from the  original termination date  of April  7,
     1997.   In addition,  LaSalle has  proposed  to reduce  the  credit
     facility from  $5 million  to $4  million based  on borrowing  base
     availability calculations.   These events are  subject to  approval
     from LaSalle's loan committee. 

     The Company's  Rymer  Meat subsidiary  had  total lines  of  credit
     available of $1.9 million at January  25, 1997 and $2.6 million  at
     October  26,  1996,  of  which  $1.9  million  and  $2.4   million,
     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.   During  the quarter  ended  January 25,  1997,  the
     Company was in violation of certain covenants.  LaSalle has  agreed
     to waive those covenants as of  January 25, 1997.  The company also  
     expects to be in violation of its covenants with LaSalle during the
     second quarter.  LaSalle may  continue to waive such covenants on a 
     month-to-month basis.

     Substantially all of  the Company's property,  plant and  equipment
     and certain current  assets are  pledged as  collateral under  bank
     agreements.
<PAGE>
     The Senior Notes were issued pursuant to the Indenture between  the
     Company and Continental Stock Transfer & Trust Company, as  trustee
     (the Indenture).   The Senior Notes  bear interest  at 11%  payable
     semi-annually in  arrears on  June 15  and  December 15.    Through
     December 15, 1996, the Company was able to issue additional  Senior
     Notes in payment of interest to  the extent that the Company  lacks
     sufficient available cash (as defined in the Indenture) to pay  the
     interest in cash.  For interest paid by the issuance of  additional
     Senior Notes  from June  15, 1993  through December  15, 1996,  the
     interest rate was increased to 18% per annum.

     The following  table summarizes  activity of  the Company's  Senior
     Notes (in thousands):

        Senior Notes originally issued in connection
         with the 1993 Restructuring                             $19,977
        Interest payment-in-kind on June 15, 1993                  1,456
        Mandatory redemptions:
          June 1994                                               (1,050)
          December 1994                                           (2,250)
        Interest payment-in-kind on December 15, 1995              1,632
        Interest payment-in-kind on June 15, 1996                  1,779
        Interest payment-in-kind on December 15, 1996              1,939
        Senior Note principal outstanding at October 26, 1996    $23,483

                                 
     Based on current  forecasts, the Company  does not  expect to  have
     sufficient available cash in fiscal 1997 to make the June 15,  1997
     11% Senior Notes interest payment.  This will result in an event of
     default at which time the Senior Notes will become due and payable.
      Therefore,  the Senior  Notes have  been classified  as a  current
     liability on  the January  25, 1997  and October  26, 1996  balance
     sheets.  The Company plans to  restructure its 11% Senior Notes  in
     an effort to  improve its liquidity.   There can  be no  assurances
     that such a restructuring will occur.

     In accordance with Statement of Financial Accounting Standards No.
     107, "Disclosures About Fair  Value of Financial Instruments",  the
     Company has  estimated  the  fair value  of  its  bank  debt  using
     interest rates  that  are  similar  to  those  that  are  currently
     available for issuance of debt with similar credit risk, terms  and
     maturities.   The  fair value  of  the Company's  Senior  Notes  is
     estimated based on recent transactions.   The estimated fair  value
     of the Company's Senior  Notes at January 25,  1997 was 40% of  the
     face amount of the Senior Notes or approximately $9.4 million.

     At January  25, 1997,  aggregate maturities  of borrowings  are  as
     follows (in thousands):
                                 1997         $23,483
                                 1998              70
             Total long-term borrowing        $23,553
<PAGE>
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 $38.6  million  at
     January 25, 1997  and October  26, 1996.   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 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.

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

On March 4, 1997, the Board of Directors of Rymer Foods Inc. approved  a
plan that involves the exchange of existing long term debt for equity.  
The Company  expects to  file an  S-4  registration statement  with  the
Securities and Exchange Commission  (SEC) by March 14,  1997.  Upon  SEC
review and  comment, the  plan will  be  submitted to  shareholders  and
noteholders for their  approval.  The  debt for equity  recapitalization
calls  for  approval  by  holders  of  the  majority  of  the  Company's
outstanding common  stock  for the  restructuring  and issuance  of  new
shares of common stock.  The new stock  will be used to retire at  least
95% of the Company's Senior  Notes, which is its  only long term debt.  
After giving effect  to a 25  to 1 reverse  stock split  and the  Senior
Notes Restructuring, it  is estimated that  there will be  approximately
4.3 million common shares outstanding.  Approval of the plan will likely
result in a  dilution of the  current shareholders' equity  by 90%.   If
approved, holders of  the Company's 11%  Senior Notes due  2000 will  be
issued a  yet-to-be determined  number of  shares of  the Company's  new
common stock for each $1,000 of principal and accrued interest to  date.
The annual meeting,  originally scheduled for April  16, 1997, will  be
rescheduled when  the registration  statement  becomes effective.    The
exchange of these notes  will eliminate 95% of  all long term debt  from
the  Company's  capital  structure,  a  move  the  Company  believes  is
necessary to ensure the Company's long term viability.

General

The Company's consolidated results from operations are generated by  its
meat processing operation. 

First Quarter of 1997 versus First Quarter of 1996

Consolidated sales  for  the  first quarter  of  1997  of  $8.3  million
decreased from the first quarter of 1996 by $3.7 million or 31%.   Sales
decreased primarily due to lower prices, sales volume and changes in the
sales mix and customer base.

As compared  to  1996, consolidated  cost  of sales  decreased  by  $4.4
million or 36.9% while total gross profit was $703,000.  As a percentage
of sales, the gross  margin increased to 8.5%  as compared to (0.2%)  in
1996.

Gross profit increased  compared to 1996  by $.7 million  mainly due  to
operational efficiency improvements.   The Company's  hourly work  force
has declined by approximately 3% at the end of the first quarter of 1997
versus 1996.

Selling, general and  administrative expenses decreased  by $267,000  or
20.2% in 1997 as compared to 1996.  Administrative expenses decreased by 
$117,000.  Reductions in salaries and related expenses due to  headcount
reductions at the meat processing  operation and of corporate  personnel
contributed to the majority of the decrease.  Selling expenses decreased
by $150,000 primarily due to reduced salary expenses due to decreases in
personnel.
<PAGE>
The Company's common stock  was suspended from trading  on the New  York
Stock Exchange on February  19, 1997.  It  is anticipated that the  NYSE
will not permit  further trading  of Rymer  common stock  and will  take
steps to  delist  Rymer  from NYSE  trading  privileges.    Rymer  stock
currently trades in the over-the-counter Bulletin Board market under the
symbol RYMR.

Interest Expense

Interest expense decreased by $131,000 or 13% as compared to 1996.  This
decrease is due to repayments under the LaSalle line of credit such that
by January 25, 1997,  the Company had no  loan balance outstanding  with
LaSalle.  The Company, as permitted by the terms of its 11% Senior Notes
due December 15, 2000,  elected to make its  December 15, 1996  interest
payment on its  Senior Notes  by issuing  additional Senior  Notes in  a
principal amount equal to  the interest payment due.   According to  the
Senior Note Indenture, the Company is  accruing Senior Note interest  at
the 11% rate after December 15, 1996. 

Other Income

The Company earned other income in 1997 of $10,000 consisting  primarily
of interest income.  The Company  earned other income of $6,000 in  1996
which was comprised primarily of interest income.

Income Taxes

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

LaSalle has proposed to extend the  current LaSalle Credit Agreement  to
July 31, 1997 from the original termination  date of April 7, 1997.   In
addition, LaSalle has  proposed to reduce  the credit  facility from  
$5 million to $4 million based on borrowing base availability calculations.
These events are  subject to approval from  LaSalle's loan committee.  
During the quarter ended January 25, 1997, the Company was in  violation
of certain covenants.  LaSalle has agreed to waive those covenants as of
January 25, 1997, and may continue  to waive such covenants on a  month-
to-month basis.  However,  there can be no  assurance that LaSalle  will
issue such waivers.
<PAGE>
As permitted by the terms of its 11% Senior Notes, the December 15, 1996
interest payment  was  made by  issuing  additional Senior  Notes  in  a
principal amount equal  to the  interest payment  due.   The Company  is
required to make an interest payment  on June 15, 1997 of  approximately
$1.3 million  in respect  to the  Senior Notes.   The  Company does  not
expect to have sufficient available cash to make this required  interest
payment.  Failure to make  the June 1997 payment  within 30 days of  the
due date  constitutes  an  event  of default  under  the  terms  of  the
indenture at  which  time the  11%  Senior  Notes will  become  due  and
payable.   Accordingly,  the Senior  Notes  have been  classified  as  a
current liability on the Company's consolidated balance sheet.  An event
of default  under  the  indenture  is an  event  of  default  under  the
Company's bank  agreement with  LaSalle also.   On  March 4,  1997,  the
Company announced that its  directors approved a  plan to eliminate  the
Company's long-term notes through an exchange of existing long-term debt
for equity.  The debt for equity recapitalization calls for approval  by
holders of the majority  of the Company's  outstanding common stock  for
the restructuring and issuance of new  shares of common stock.  The  new
stock will be used to retire at least 95% of the Company's Senior Notes.
Approval of the  plan will likely  result in a  dilution of the  current
shareholders' equity by  90%.  After  giving effect to  the Senior  Note
restructuring and a reverse stock split, it is estimated that there will
be approximately 4.3 million common shares outstanding.

The Company  had a  net working  deficit at  January 25,  1997 of  $19.3
million  which  is  principally  due  to  the  11%  Senior  Notes  being
classified as a current liability.

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 $1.9  million  at
January 25, 1997  and $2.6 million  at October 26,  1996, of which  $1.9
million and $2.4 million, respectively, was unused.

The Company  anticipates  spending approximately  $800,000  for  capital
expenditures in  1997.    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.

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.
<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.

   20          Other Documents or Statements to Security Holders-
               Senior Note Restructuring News Release 

          Exhibits incorporated by reference:

   13.1        Annual Report on Form 10-K of Rymer Foods Inc. for 
               the fiscal year ended October 26, 1996(Incorporated 
               by reference).

               Amended Annual Report on Form 10-K/A of Rymer Foods 
               Inc. for the fiscal year ended October 26, 1996, 
               amended February 28,1997 (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 26, 1996.)

   (b)    Reports on Form 8-K:

            None
        


                        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, Senior Vice President,
                           Chief Financial Officer and Treasurer


       
 Date:  March 11, 1997