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 26, 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
        May 21, 1997.
        <PAGE>
        <TABLE>
                         PART I - FINANCIAL INFORMATION
                                     (Unaudited)
        ITEM 1.  Financial Statements

                          RYMER FOODS INC. AND SUBSIDIARIES
                             Consolidated Balance Sheets

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

        Current Assets:
          Cash and cash equivalents                        $    199      $  -  
          Receivables, net                                    1,672       2,729
          Inventories                                         3,706       3,272
          Other                                                 384       1,170
             Total Current Assets                             5,961       7,171

        Property, Plant and Equipment:                                 
          Leasehold improvements                              1,790       1,785
          Machinery and equipment                             7,043       6,735
                                                              8,833       8,520
          Less accumulated depreciation & amortization        7,154       6,899
                                                              1,679       1,621
        Other:
          Assets held for sale or lease                       1,150       1,150
          Other                                                 480         621
                                                           $  9,270    $ 10,563

                  LIABILITIES AND STOCKHOLDERS' DEFICIT

        Current Liabilities:
          Current portion of borrowings,
           including amounts to related parties            $ 23,483    $ 21,754
          Accounts payable                                      327         558
          Accrued interest                                      942       1,421
          Accrued liabilities                                 1,371       1,640
             Total Current Liabilities                       26,123      25,373
          Long-term debt                                         70          70

        Deferred Employee Benefits                              707         736
                                                           $ 26,900    $ 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                               (72,747)    (70,733)
             Total Stockholders' Deficit                    (17,630)    (15,616)
                                                           $  9,270    $ 10,563
        See accompanying notes.
       </TABLE>
       <PAGE>
       <TABLE>
                          RYMER FOODS INC. AND SUBSIDIARIES
                        Consolidated Statements of Operations
                                     (Unaudited)


                                                                             
                           Thirteen Weeks Ended           Twenty-Six Weeks

                                April 26,   April 27,    April 26,  April 27,
                                                                             
                                   1997       1996          1997       1996  
                                                                             
                                           (Restated)               (Restated)
        <S>                      <C>        <C>           <C>       <C>                    
                 (in thousands except per share data)

        Net sales                 $ 9,438    $10,689       $ 17,716  $ 22,668
        Cost of sales               8,383     10,918         15,958    22,917

        Gross profit (loss)         1,055       (229)         1,758      (249)

        Selling, general and
         administrative expenses    1,143      1,189          2,200     2,513

        Operating loss                (88)    (1,418)          (442)   (2,762)

        Interest expense              710      1,051          1,589     2,061
        Other income                   (8)       -              (18)       (6)

        Loss from continuing
         operations                  (790)    (2,469)        (2,013)   (4,817)

        Income from discontinued
         operations                     -        121              -       153

        Net loss                  $  (790)   $(2,348)        $(2,013) $(4,664)

        Per common share data:

         Primary:


          Loss from continuing
           operations              $ (.07)    $ (.23)       $  (.19)  $  (.45) 

          Net loss                 $ (.07)    $ (.22)      $   (.19)  $  (.43)

         Fully diluted:
          Loss from continuing
           operations              $ (.07)   $  (.23)      $   (.19) $   (.45)

          Net loss                 $ (.07)   $  (.22)      $   (.19) $   (.43)

        See accompanying notes.
        </TABLE>
        <PAGE>
        <TABLE>
               
                                                  RYMER FOODS INC. AND SUBSIDIARIES
                                               Consolidated Statements of Cash Flows
                                                          (unaudited)


                                                                             
                                                        Twenty-Six Weeks Ended  
                                                                             
                                                  April 26, 1997    April 27, 1996
                                                                             
                                                              (Restated)
        <S>                                           <C>              <C>            
                                                           (in thousands)
        CASH FLOWS FROM OPERATIONS
          Loss from continuing operations              $ (2,013)        $ (4,817)
          Non-cash adjustments to loss:
            Depreciation and amortization                   344              521
            Amortization of other assets                     58              100
            Provision for bad debts                          60              166
          Payment-in-kind interest on Senior Notes          523            1,730
          Net dec to accounts receivable                    997            1,824
          Net (inc) dec to inventories                     (434)           7,155
          Net (inc) dec to other current and
           long-term assets                                (164)             423
          Net inc (dec) to accounts payable and
           accrued expenses                                 936           (1,754)
          Net cash flows from operating activities of
           continuing operations                            307            5,348
          Net cash flows from operating activities of
           discontinued operations                         (166)           3,278
           Net cash flows from operating activities         141            8,626

        CASH FLOWS FROM INVESTING ACTIVITIES
          Capital expenditures                             (322)            (405)
          Repayment on Note from the sale of
           Rymer Seafood                                    950               -  
          Other                                             (12)             (34)
          Net cash flows from investing activities          616             (439)

        CASH FLOWS FROM FINANCING ACTIVITIES
          Change in cash overdraft                         (348)             (80)
          Repaymts under line-of-credit facility        (13,168)         (60,182)
          Borrowings under line-of-credit facility       12,958           52,156
          Principal payments on debt                         -               (81)
          Net cash flows from financing activities         (558)          (8,187)

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

        Supplemental cash flow information:
          Interest paid                                  $   44         $    316
          Income taxes paid, net of refunds              $   10         $     15

        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 26, 1996.

            The accompanying 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 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 half  of 1997, the  Company reported a  decrease in
            net sales from  continuing operations as  compared to  the first
            half of  1996 of  22%.   In the  fiscal year  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 April 26, 1997, the Company had
            a stockholders' deficit of $17.6 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
            consolidated financial statements do not include any adjustments
            that might result from the outcome of these uncertainties.
       <PAGE>

       3.   INVENTORIES
            Inventories are  stated p rincipally at  the lower  of first-in,
            first-out cost  or market.   The  composition of  inventories at
            April 26, 1997 and October 26, 1996 was (in thousands):


                                                                            
                                  April 26, 1997           October 26, 1996

                Raw material         $ 2,526                    $ 1,619
                Finished goods         1,180                      1,653
                     Total           $ 3,706                    $ 3,272


            

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

                                                                            
                                                    April 26,     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 note
            payable was 8.25% at October 26, 1996.

            LaSalle has  extended the  current LaSalle  Credit  Agreement to
            July 31, 1997  from the  original termination  date of  April 7,
            1997.  In addition, LaSalle has reduced the credit facility from
            a maximum of $5  million to $4 million.   The line of  credit is
            based on borrowing base availability calculations.   The line of
            credit available under this agreement was  $2.1 million at April
            26, 1997 and $2.6 million, of which $2.4  million was unused, at
            October 26, 1996.

            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 April
            26, 1997, the  Company was in  violation of certain  covenants. 
            LaSalle has  agreed to  waive those  covenants as  of  April 26,
            1997.  The Company also expects to be in violation of certain of
            its covenants with  LaSalle during the  third quarter.   LaSalle
            may continue to waive such covenants  on a month-to-month basis.
            However, there can  be no assurance that  LaSalle will continue
            to issue such waivers.
            <PAGE>

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

            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 April 26, 1997                 $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 April 26,  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 April 26,
            1997 was  40%  of  the  face  amount  of  the  Senior  Notes  or
            approximately $9.4 million.
       <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 April  26, 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 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 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 filed an S-4  registration statement
          for review and comment with the Securities  and Exchange Commission
          (SEC)  on  March  18,  1997.    The  plan  has  been  submitted  to
          shareholders and  noteholders  for  their approval  at  the  annual
          meeting.  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 principal 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 4.1 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 in 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,  has been rescheduled  to
          July 8, 1997.  If the restructuring is successful,  the exchange of
          these notes will eliminate at least 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 Half of 1997 versus First Half of 1996

          Consolidated sales  for the  first half  of 1997  of $17.8  million
          decreased from the  first half  of 1996 by  $5.0 million  or 22%.  
          Sales decreased primarily due to lower sales volume  and changes in
          the sales mix and  customer base.  The  decrease was mainly  in the
          low margin market segments  which the Company has  de-emphasized in
          1997.

          As compared to 1996, consolidated  cost of sales decreased  by $7.0
          million or 30.4%  while total gross  profit was  $1,758,000.  As  a
          percentage of sales, the gross margin increased to 9.9% as compared
          to  (1.1%)  in  1996.    Gross  profit  increased   mainly  due  to
          operational efficiency  improvements.   The  Company's hourly  work
          force has declined by approximately 11.7%  at the end of  the first
          half of 1997 versus 1996. 

          Selling, general and administrative expenses decreased  by $313,000
          or 12.5%  in 1997  as compared  to 1996.   Administrative  expenses
          decreased by $215,000.  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 $98,000  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.  Rymer  stock currently
          trades in  the  over-the-counter Bulletin  Board  market under  the
          symbol RYMR.

          Interest Expense

          Interest expense decreased by $472,000 or 23% as  compared to 1996.
          This  decrease is  due to  repayments  under the  LaSalle line  of
          credit such that by April 26, 1997, the Company had no loan balance
          outstanding with LaSalle and reduction of the interest  rate on the
          Senior Notes from  18% to 11%.   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 and  1996 of $18,000  and
          $6,000, respectively, consisting primarily of interest income.

          Income Taxes

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

          Second Quarter of 1997 versus Second Quarter of 1996

          Consolidated sales for the second  quarter of 1997 of  $9.4 million
          decreased from the second quarter of 1996 by $1.3 million  or 12%. 
          Sales decreased primarily  due to  reduced sales  volume caused  by
          increased competition.

          The Company experienced  a decline in  unit sales of  approximately
          23%  primarily  due   to  increased   competition.    The   Company
          experienced an increase of 14.2% in the average selling price.

          As compared to 1996, consolidated  cost of sales decreased  by $2.5
          million or 23.2%  while total gross  profit was  $1,055,000.  As  a
          percentage of  sales,  the  gross  margin  increased  to  11.2%  as
          compared to (2.1%) in 1996.

          Gross profit increased compared to 1996 primarily due to a decrease
          in cost of  goods sold.   Factory expenses declined  by 12% due  to
          decreases in  maintenance  and  depreciation  expense.    Warehouse
          expenses decreased due  to a  reduction in employees.   The  hourly
          work force has declined by 13% at the end of the  second quarter of
          1997 versus 1996.

          Selling, general  and  administrative  expenses  decreased  by  $.5
          million or  3.9%  as compared  to  1996.   Administrative  expenses
          decreased by  $1.0 million.   Selling  expenses  increased by  $0.5
          million.
          <PAGE>
          Interest Expense

          Interest expense  decreased by  $341,000 or  32.4%  as compared  to
          1996.  This decrease is due to repayments under the LaSalle line of 
          credit such that by April 26, 1997, the Company had no loan balance 
          outstanding  with LaSalle and reduction  of theinterest rate on the 
          Senior Notes from 18% to 11%. 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 
          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 of $8,000 in the  second quarter of
          1997 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 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.

          LaSalle has extended the  current LaSalle Credit Agreement  to July
          31, 1997 from the original termination  date of April 7, 1997.   In
          addition, LaSalle has reduced  the credit facility from  $5 million
          to $4 million based  on borrowing base availability  calculations. 
          During the  quarter  ended  April  26,  1997, the  Company  was  in
          violation of certain covenants.  LaSalle has agreed  to waive those
          covenants as of  April 26,  1997, and  may continue  to waive  such
          covenants on  a month-to-month  basis.   However, there  can be  no
          assurance that LaSalle will continue to issue such waivers.

          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. 

          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.
          <PAGE>
          
          The Company had total lines of credit available of  $2.1 million at
          April 26, 1997 and $2.6 million at October 26, 1996,  of which $2.1
          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.

          Impact of Recent Accounting Pronouncements

          In February 1997, the  Financial Accounting Standards  Board (FASB)
          issued  Statement  of  Financial  Accounting  Standards   No.  128,
          Earnings Per Share (FAS 128).   FAS 128 is designed to  improve the
          EPS information provided in financial statements by simplifying the
          existing  computational   guidelines,   revising   the   disclosure
          requirements, and increasing  the comparability of  EPS data on  an
          international basis.  FAS 128 is effective for financial statements
          issued for periods ending after December 15, 1997.  The Company has
          not yet determined the impact that adoption of FAS 128 will have on
          the financial statements.

          In February 1997, the FASB issued Statement of Financial Accounting
          Standards  No.  129,   Disclosure  of  Information   about  Capital
          Structure (FAS 129).  FAS 129 establishes  standards for disclosing
          information about an entity's capital structure.  This Statement is
          effective  for  financial  statements  for  periods   ending  after
          December 15, 1997.  The Company does not anticipate any impact from
          this pronouncement as it is currently complying with the disclosure
          requirements.


          <PAGE>


                          RYMER FOODS INC. AND SUBSIDIARIES
                             PART II - OTHER INFORMATION


           Item 6.    Exhibits and Reports on Form 8-K

             (a)    Exhibits filed:

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

            Exhibits incorporated by reference:

             13.1            Annual Report  on Form 10-K  of Rymer Foods
                Inc. for the fiscal year ended  October 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:  June 10, 1997