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                        May 1, 1999

                                    OR

  [     ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

  For the transition period from     -         to       -


                        Commission File Number 1-6071

                              RYMER FOODS INC.

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

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

  Indicate by check mark whether the  registrant (1) has filed all  reports
  required to be filed  by Section 13 or  15(d) of the Securities  Exchange
  Act of 1934 during  the preceding 12 months  (or for such shorter  period
  that the registrant was required to file such reports), and (2) has  been
  subject to such filing requirements for the past 90 days.

                         Yes   X        No

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

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

                         Yes   X        No

  Registrant had 4,300,000 shares  of  common stock outstanding as of  June
  15, 1999.

                    This report consists of 11 pages.

                                   1.

<PAGE>
                     PART I - FINANCIAL INFORMATION

  ITEM 1.  Financial Statements
<TABLE>
                    RYMER FOODS INC. AND SUBSIDIARIES
                       Consolidated Balance Sheets
                               (Unaudited)
                                                May 1,         October 31,
                                                 1999             1998
                                                -------         -------
  <S>                                          <C>             <C>
            ASSETS                                   (in thousands)
  Current Assets:
    Receivables, net                           $  2,933        $  1,956
    Inventories                                   4,538           3,266
    Other                                           200             113
                                                -------         -------
       Total Current Assets                       7,671           5,335

  Property, Plant and Equipment:
    Leasehold improvements                          997             989
    Machinery and equipment                       1,109           1,001
                                                -------         -------
                                                  2,106           1,990
    Less accumulated depreciation and
     amortization                                   795             567
                                                -------         -------
                                                  1,311           1,423
  Other                                              68             122
                                                -------         -------
                                               $  9,050        $  6,880

     LIABILITIES AND STOCKHOLDERS' EQUITY
  Current Liabilities:
    Bank borrowings                            $  3,308        $  1,851
    Accounts payable                              1,008             667
    Accrued liabilities                           1,877           1,343
                                                -------         -------
       Total Current Liabilities                  6,193           3,861

  Deferred Employee Benefits                        123             126
                                                -------         -------
                                                  6,316           3,987
  Commitments and Contingencies                      -               -

  Stockholders' Equity:
   Common stock, $0.04 par - 20,000,000 shares
    authorized; 4,300,000 shares outstanding        172             172
    Additional paid-in capital                    4,851           4,851
    Accumulated deficit                         ( 2,289)        ( 2,130)
                                                -------         -------
       Total Stockholders' Equity                 2,734           2,893
                                                -------         -------
                                               $  9,050        $  6,880
                                                =======         =======
  See accompanying notes.
                                   2.
</TABLE>
<PAGE>
<TABLE>

                    RYMER FOODS INC. AND SUBSIDIARIES
                  Consolidated Statements of Operations
                               (Unaudited)



                           Thirteen Weeks Ended  Twenty-Six Weeks Ended
                           --------------------  ----------------------
                             May 1,    April 25,   May 1,   April 25,
                              1999       1998       1999      1998
                              ------    ------    -------   -------
                              (in thousands except per share data)
  <S>                        <C>       <C>       <C>       <C>
  Net sales                  $11,134   $ 7,530   $ 18,237  $ 13,529
  Cost of sales                9,829     7,061     16,239    12,900
                              ------    ------    -------   -------
  Gross profit                 1,305       469      1,998       629

  Selling, general and
   administrative expenses     1,086       999      2,006     1,928
                              ------    ------    -------   -------
  Operating income(loss)         219      (530)        (8)   (1,299)

  Interest expense                83        43        150        83
  Other (income)expense           (1)      (24)         1       (47)
                              ------    ------    -------   -------
  Net income(loss)           $   137   $  (549)  $   (159) $ (1,335)
                              ======    ======    =======   =======
  Per common share data:

   Basic:
    Net income(loss)         $   .03   $  (.13)  $   (.04) $   (.31)
                              ======    ======    =======   =======

   Diluted:
   Net income(loss)          $   .03   $  (.13)  $   (.04) $   (.31)
                              ======    ======    =======   =======


  See accompanying notes.


                                   3.
</TABLE>
<PAGE>
<TABLE>

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

                                                   Twenty-Six Weeks Ended
                                                May 1, 1999   April 25, 1998
                                                   -------      -------
  <S>                                             <C>          <C>
                                                      (in thousands)
  CASH FLOWS FROM OPERATIONS
    Loss from continuing operations               $   (159)    $ (1,335)
    Non-cash adjustments to loss:
      Depreciation and amortization                    228          273
      Provision for bad debts                           15           30
    Net (increase) to accounts receivable             (992)        (367)
    Net (increase) decrease to inventories          (1,272)       1,095
    Net (increase) to other current and
     long-term assets                                  (33)         (31)
    Net (decrease) increase to accounts
     payable and accrued expenses                      491         (128)
                                                   -------      -------
    Net cash flows from operating activities of
     continuing operations                          (1,722)        (463)
    Net cash flows from operating activities of
     discontinued operations                            (3)        (120)
                                                   -------      -------
     Net cash flows from operating activities       (1,725)        (583)

  CASH FLOWS FROM INVESTING ACTIVITIES
    Capital expenditures                              (116)         (23)
    Proceeds from the sale of Plant City                -           800
                                                   -------      -------
    Net cash flows from investing activities          (116)         777

  CASH FLOWS FROM FINANCING ACTIVITIES
    Change in cash overdraft                           384           51
    Repayments under line-of-credit facility       (32,689)     (16,443)
    Borrowings under line-of-credit facility        34,146       16,198
                                                   -------      -------
    Net cash flows from financing activities         1,841         (194)

  Net change in cash and cash equivalents               -            -
  Cash and cash equivalents at beginning of year        -            -
                                                   -------      -------
  Cash and cash equivalents at end of
   second quarter                                 $     -      $     -
                                                   =======      =======
  Supplemental cash flow information:
    Interest paid                                 $    150     $     83
                                                   =======      =======
    Income taxes paid, net of refunds             $     -      $     -
                                                   =======      =======

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


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

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

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

       In the second quarter of 1999,  the Company reported an increase  in
       net sales  from  continuing operations  as  compared to  the  second
       quarter of 1998 of 47.9%, principally due to the Company's expansion
       of its customer base and the acquisition of a complementary line  of
       business.  In  fiscal 1998,  the Company  reported a  net loss  from
       continuing  operations  of  $2.0   million,  the  sixth  loss   from
       continuing operations before extraordinary  items in the last  seven
       years, an improvement of $2.9 million from fiscal 1997.   Historical
       operating losses raise substantial doubt about the Company's ability
       to continue as a going concern.

  3.   INVENTORIES
       Inventories are stated principally at the lower of first-in,  first-
       out cost or market.  The  composition of inventories at May 1,  1999
       and October 31, 1998 was (in thousands):


                                 May 1, 1999      October 31, 1998
                                    ------             ------
          Raw material             $ 2,990            $ 2,166
          Finished goods             1,548              1,100
                                    ------             ------
               Total               $ 4,538            $ 3,266
                                    ======             ======

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

                                                May 1,        October 31,
                                                 1999            1998
                                               -------          -------
       Credit Company, with interest of 2%
        over prime in 1999 and 1 1/2%
        over prime in 1998                    $  3,308         $  1,851
                                               =======          =======


       The prime  rate  applicable  to  the  Company's  outstanding  credit
       company notes payable was 7.75% at  May 1, 1999 and 8.0% at  October
       31, 1998.   The  weighted average  interest rate  relating to  these
       borrowings was 9.75% during the first  six months of 1999 and  10.1%
       during fiscal 1998.

       The Company's  Rymer  Meat  subsidiary had  total  lines  of  credit
       available of $4.0 million at May 1, 1999 and $2.6 million at October
       31, 1998, of which $0.7 million and $0.7 million, respectively,  was
       unused.

       The Company on  April 23, 1998  entered into a  loan agreement  with
       FINOVA Capital Corporation ("FINOVA").  The credit facility provides
       up to $4 million for the Company through April 23, 2001.  The FINOVA
       agreement contains loan covenants  that the Company  must meet.   At
       October 31, 1998, the Company was  in violation of a covenant  which
       FINOVA waived.  At  May 1, 1999 the  Company was in compliance  with
       the loan covenants.

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

  5.   INCOME TAXES
       The Company  provides  for  income  taxes  in  accordance  with  the
       provisions of Statement of  Financial Accounting Standards No.  109,
       "Accounting for Income  Taxes" (SFAS 109).   The Company's  deferred
       tax asset is  related primarily to  its operating loss  carryforward
       for tax reporting purposes which approximated $9.0 million at May 1,
       1999 and  October  31,  1998.   The  Company  recorded  a  valuation
       allowance amounting to the entire deferred tax asset balance because
       the  Company's  financial  condition,  its  lack  of  a  history  of
       consistent  earnings,   possible   limitations   on   the   use   of
       carryforwards, and  the  expiration  dates of  certain  of  the  net
       operating loss carryforwards give rise to uncertainty as to  whether
       the deferred tax asset is realizable.  Additional restrictions under
       Section 382 may  apply to  limit the  amount of  net operating  loss
       carryforward which can be utilized in the future.

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

       The Company's  basic and  diluted net  income (loss)  per share  was
       computed by dividing the net income  (loss) by the weighted  average
       number of  outstanding common  shares, after  giving effect  to  the
       assumed exercise  of outstanding  stock  options, except  where  the
       effects are antidilutive.  Options  to purchase 411,000 and  348,000
       shares of  common stock  with weighted  average exercise  prices  of
       $0.77 and $0.87 were outstanding at May 1, 1999 and October 31, 1998
       respectively.  These  options were  included in  the computation  of
       common share equivalents for the three months ended May 1, 1999  but
       were excluded from  all other  periods presented  because they  were
       antidilutive.

                                   6.
<PAGE>

                      RYMER FOODS INC. AND SUBSIDIARIES


     Cautionary Statement

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


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

     General

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


     First Half of Fiscal 1999 versus First Half of Fiscal 1998

     Consolidated sales for the first half of fiscal 1999 of $18.2  million
     increased from the first half of fiscal 1998 by $4.7 million or 34.8%.
     Sales  increased  primarily  due to  the  Company's expansion  of  its
     customer base  and  the  acquisition  in  January  1999  of  a  small,
     complementary line of business.

     As compared  to 1998,  consolidated cost  of sales  increased by  $3.3
     million or  25.9%.    As  a percentage  of  sales,  the  gross  margin
     increased to 11.0% as compared to 4.6% in 1998.

     Gross profit increased compared to 1998 by $1.4 million mainly due  to
     the efficiencies associated  with the  higher volume.   The  Company's
     hourly work force has increased by approximately 15% from fiscal  1998
     to fiscal 1999.

     Selling, general and administrative  expenses increased by $78,000  in
     1999 as  compared to  1998 due  primarily to  increased sales  related
     expenditures.

     Interest Expense

     Interest expense increased by $67,000 or  80.7% as compared to  fiscal
     1998.  This increase is due to the Company's higher borrowings on  the
     Company's line of credit as a result of higher sales volume.

     Income Taxes

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

                                     7.
<PAGE>

     Liquidity and Capital Resources


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

     The Company  on April  23, 1998  entered into  a loan  agreement  with
     FINOVA.  The credit facility provides up to $4 million for the Company
     through April 23, 2001.  The FINOVA agreement contains loan  covenants
     that the Company must meet.  At  October 31, 1998, the Company was  in
     violation of a  covenant which  FINOVA waived.   At May  1, 1999,  the
     Company was in compliance with the loan covenant.

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

     The Company had total lines of credit available of $4.0 million at May
     1, 1999 and $2.6  million at October 31,  1998, of which $0.7  million
     and $0.7 million, respectively, was  unused.  The Company  anticipates
     that the existing line of credit  will supply sufficient cash to  meet
     the Company's requirements.

     The Company anticipates  spending approximately  $350,000 for  capital
     expenditures in  1999.   The expenditures  are primarily  for  planned
     improvements at the meat operation.  There are no specific commitments
     outstanding related  to  these  planned expenditures.    Such  capital
     expenditures will be  financed with cash  from operations and/or  bank
     borrowings.

     Y2000 Compliance

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

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

     The Company  believes that  the  cost to  update  its systems  is  not
     significant.  The Company plans on  completing the work with  existing
     personnel.  The Company anticipates completion no later than the third
     calendar quarter of 1999.

     Seasonality

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

     Impact of Inflation

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


                                     8.
<PAGE>
<TABLE>

  EXHIBIT 11

  COMPUTATION OF EARNINGS (LOSS) PER SHARE


                                         BASIC                  DILUTED
                                 Thirteen    Twenty-Six  Thirteen    Twenty-Six
                                Weeks Ended Weeks Ended Weeks Ended Weeks Ended
                                   May 1,      May 1,      May 1,      May 1,
                                    1999        1999        1999        1999
                                    -----      -----       -----       -----
                                      (In thousands, except per share amounts)
                                   <C>        <C>         <C>         <C>
<S>
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*                 -          -           63          -
                                    -----      -----       -----       -----
 3  Average number of common shares
    outstanding                     4,300      4,300       4,363       4,300
                                    =====      =====       =====       =====
EARNINGS (LOSSES)

     Net income (loss)             $  137     $ (159)     $  137      $ (159)
                                    =====      =====       =====       =====

PER SHARE AMOUNTS

     Net income (loss)
     (line 4 / line 3)             $  .03     $ (.04)     $  .03      $ (.04)
                                    =====      =====       =====       =====




  *  The  Company's basic  and  diluted net  income  (loss) per  share  was
  computed  by dividing  the  net income  (loss)  by the  weighted  average
  number of outstanding common  shares, after giving effect to the  assumed
  exercise  of outstanding  stock  options, except  where the  effects  are
  antidilutive.  These options  were included in the computation of  common
  share  equivalents  for the  three  months ended  May  1, 1999  but  were
  excluded   from   all  other   periods   presented  because   they   were
  antidilutive.

</TABLE>


                                    9.
<PAGE>

                     RYMER FOODS INC. AND SUBSIDIARIES
                        PART II - OTHER INFORMATION


   Items 1-5.  Not Applicable

      Item 6.  Exhibits and Reports on Form 8-K

        (a)    Exhibits filed:

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

               Exhibits incorporated by reference:

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


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

        27    Financial Data Schedule (EDGAR filing)

        (b)   Reports on Form 8-K:

               None




                                    10.

<PAGE>


                             RYMER FOODS INC.
                                 SIGNATURE


      Pursuant to  the requirements of the  Securities Exchange Act  of
      1934, the Registrant has duly caused this report to  be signed on
      its behalf by the undersigned thereunto duly authorized.

                                   RYMER FOODS INC.
                                   (Registrant)



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





      Date:  June 15, 1999





                                    11.