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 30, 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 March
   12, 1999.

<PAGE>
<TABLE>
                           PART I - FINANCIAL INFORMATION
   ITEM 1.  Financial Statements

                       RYMER FOODS INC. AND SUBSIDIARIES
                     Condensed Consolidated Balance Sheets
                                  (Unaudited)

                                              January 30,  October 31,
                                                  1999        1998
                                                 -------     -------
                                                    (in thousands)
   <S>                                          <C>         <C>
          ASSETS
   Current Assets:
     Receivables, net                           $  1,691    $  1,956 
     Inventories                                   3,614       3,266 
     Other                                           129         113 
                                                 -------     -------
        Total Current Assets                       5,434       5,335 

   Property, Plant and Equipment:
     Leasehold improvements                          991         989 
     Machinery and equipment                       1,038       1,001 
                                                 -------     -------
                                                   2,029       1,990 
     Less accumulated depreciation
      and amortization                               680         567 
                                                 -------     -------
                                                   1,349       1,423 
   Other                                             122         122 
                                                 -------     -------
                                                $  6,905    $  6,880 
                                                 =======     =======
          LIABILITIES AND STOCKHOLDERS' EQUITY
   Current Liabilities:
     Current portion of borrowings,             $  2,313    $  1,851 
     Accounts payable                                261         667 
     Accrued liabilities                           1,606       1,343 
                                                 -------     -------
        Total Current Liabilities                  4,180       3,861 

   Deferred Employee Benefits                        128         126 
                                                 -------     -------
                                                   4,308       3,987 
   Commitments and Contingencies 
   Stockholders' Equity:
     Common stock, $.04 par, 20,000,000 shares
      authorized; 4,300,000 shares outstanding       172         172 
     Additional paid-in capital                    4,851       4,851 
     Accumulated deficit                          (2,426)     (2,130)
                                                 -------     -------
        Total Stockholders' Equity                 2,597       2,893 
                                                 -------     -------
                                                $  6,905    $  6,880 
                                                 =======     =======
   See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
                       RYMER FOODS INC. AND SUBSIDIARIES
                Condensed Consolidated Statements of Operations
                                  (Unaudited)

                                                                           
                                           Thirteen Weeks Ended     
                                         January 30,   January 24,
                                            1999          1998     
                                           ------        ------
                                (in thousands, except per share data)
   <S>                                    <C>           <C>
   Net sales                              $ 7,103       $ 5,999 
   Cost of sales                            6,410         5,839 
                                           ------        ------
   Gross profit                               693           160 

   Selling, general and
    administrative expenses                   920           929 
                                           ------        ------
   Operating loss                            (227)         (769)

   Interest expense                            67            40 
   Other income
     (Expense)                                  2           (23)
                                           ------        ------
   Net loss                               $  (296)      $  (786)
                                           ======        ======
   Per common share data:

     Basic:  
       Loss from continuing operations    $  (.07)      $  (.18)
                                           ======        ======
       Net loss                           $  (.07)      $  (.18)
                                           ======        ======
     Diluted:      
       Loss from continuing operations    $  (.07)      $  (.18)
                                           ======        ======
       Net loss                           $  (.07)      $  (.18) 
                                           ======        ======


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

                                                  Thirteen Weeks Ended    
                                             Jan. 30, 1999   Jan. 24, 1998
                                                -------         -------
                                                   (in thousands)
   <S>                                         <C>             <C>
   CASH FLOWS FROM OPERATIONS
     Loss from continuing operations           $   (296)       $   (786)
     Non-cash adjustments to loss:
       Depreciation and amortization                113             136 
       Provision for bad debts                       15              15 
     Net decrease to accounts receivable            250             107 
     Net (increase) decrease to inventories        (348)            802 
     Net (increase) to other current and
      long-term assets                              (16)             (6)
     Net increase to accounts payable and
      accrued expenses                              294              56
                                                -------         -------
     Net cash flows from operating activities of
      continuing operations                          12             324 
     Net cash flows from operating activities of
      discontinued operations                         2             (17)
                                                -------         -------
      Net cash flows from operating activities       14             307 

   CASH FLOWS FROM INVESTING ACTIVITIES
     Capital expenditures                           (39)             (4)
                                                -------         -------
     Net cash flows from investing activities       (39)             (4)

   CASH FLOWS FROM FINANCING ACTIVITIES
     Change in cash overdraft                      (437)           (129)
     Repayments under line-of-credit facility    (6,562)         (6,909)
     Borrowings under line-of-credit facility     7,024           6,735 
                                                -------         -------
     Net cash flows from financing activities        25            (303)

   Net change in cash and cash equivalents          -               -  
   Cash and cash equivalents balance at 
    beginning of year                               -               -   
                                                -------         -------
   Cash and cash equivalents balance at
    end of first quarter                       $    -          $    -   
                                                =======         =======
   Supplemental cash flow information:
     Interest paid                             $     60        $     40 
                                                =======         =======
     Income taxes paid, net of refunds         $      -        $     -  
                                                =======         =======

   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 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  first quarter of 1999, the Company reported an increase in
        net  sales  from  continuing  operations  as  compared to the first
        quarter of 1998 of 18.4% principally due to the Company's expansion
        of  its  customer base.  In fiscal 1998, the Company reported a net
        loss  from  continuing  operations  of $2.0 million, the sixth loss
        from  continuing  operations  before  extraordinary  item  in   the
        last seven years, an improvement of $2.9 from the prior year.  This 
        situation raises 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 January 30,
        1999 and October 31, 1998 was (in thousands):

                             January 30, 1999  October 31, 1998
                                   ------           ------
            Raw material          $ 2,318          $ 2,166
            Finished goods          1,296            1,100
                                   ------           ------
                 Total            $ 3,614          $ 3,266         
                                   ======           ======
<PAGE>
   4.   BORROWINGS
        Long-term debt consist of the following (in thousands):

                                                                           
                                          January 30,     October 31,
                                              1999           1998     
                                             ------         ------
        Banks, with interest of 2%
         over prime in 1999 and 1 1/2%     
         over prime in 1998                 $ 2,313        $ 1,851 
                                             ======         ======

        The  prime  rate applicable to the Company's outstanding bank notes
        payable  was  8.0%  at  both January 30, 1999 and October 31, 1998.
        The weighted average interest rate relating to these borrowings was
        10% during the first quarter of 1999 and 10.1% during fiscal 1998.

        The  Company's  Rymer  Meat  subsidiary  had  total lines of credit
        available  of  $2.7 million at January 30, 1999 and $2.6 million at
        October   31,  1998,  of  which  $0.4  million  and  $0.7  million,
        respectively, was unused.

        The  Company  on  April 23, 1998 entered into a loan agreement with
        FINOVA  that  replaced the loan agreement with LaSalle.  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 January 30, 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
        January  30,  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.
<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 Quarter of 1999 versus First Quarter of 1998

   Consolidated  sales  for  the  first  quarter  of  1999  of $7.1 million
   increased  from  the  first  quarter  of  1998 by $1.1 million or 18.4%.
   Sales  increased  primarily  due  to  the  Company's  expansion  of  its
   customer base.

   As  compared  to  1998,  consolidated  cost  of  sales increased by $0.6
   million  or  9.8%.  As a percentage of sales, the gross margin increased
   to 9.8% as compared to 2.7% in 1998.

   Gross  profit  increased  compared to 1998 by $0.5 million mainly due to
   the  efficiencies  associated  with  the  higher  volume.  The Company's
   hourly work force has remained constant from 1998 to 1999.

   Selling,  general  and administrative expenses were unchanged in 1999 as
   compared to 1998. 
<PAGE>
   Interest Expense

   Interest  expense increased by $27,000 or 68% as compared to 1998.  This
   increase is due to the Company's higher borrowings on the Company's line
   of credit.  

   Income Taxes

   In both 1999 and 1998, 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.

   In  conjunction  with  its bankruptcy filing, the Company, on August 29,
   1997,  entered  into a revised loan agreement with LaSalle.  The revised
   agreement  provides  a  credit  facility  of  up  to  $4 million for the
   Company through April 30, 1998  based  on  borrowing  base  availability
   calculations.    The agreement revised certain loan covenants and waived
   all  prior  events of default as of the quarter ended July 25, 1997.  At
   January  24,  1998,  the  Company  had  a  bank  loan  of  $1.2  million
   outstanding  under its line of credit with LaSalle.  At quarter-end, the
   Company  was  in  violation  of  certain  loan  covenants  with LaSalle.
   LaSalle  agreed  to waive such covenants.  The Company on April 23, 1998
   entered  into  a  loan  agreement  with  FINOVA  that  replaced the loan
   agreement  with  LaSalle.  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 January
   30,  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 $2.7 million at
   January  30,  1999  and  $2.6  million  at  October 31, 1998,  of  which
   $0.4  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.
<PAGE>
   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 early  1999.  The Company has contacted
   most  of its major third party customers and suppliers, all of whom have
   advised the Company that they intend 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.

<PAGE>
<TABLE>

   EXHIBIT 11

   COMPUTATION OF EARNINGS (LOSS) PER SHARE


                                                                           
                                  BASIC      DILUTED      BASIC      DILUTED
                                 Thirteen    Thirteen    Thirteen    Thirteen
                                  Weeks       Weeks       Weeks       Weeks
                                January 30, January 30, January 24, January 24,
                                   1999        1999        1998        1998
                                 ------      ------      ------      ------
                                   (In thousands, except per share amounts)

<S>                             <C>        <C>          <C>         <C>
AVERAGE SHARES OUTSTANDING

  1  Average shares outstanding   4,300       4,300       4,300       4,300 

  2  Net additional shares
      outstanding assuming
      exercise of stock options     -           348         -           268
                                 ------      ------      ------      ------
  3  Average number of common
      shares outstanding          4,300         648       4,300       4,586
                                 ======      ======      ======      ======
   EARNINGS (LOSSES)

  4  Loss from continuing
      operations                $  (295)    $  (295)    $  (786)    $  (786)
                                 ======      ======      ======      ======
  5  Net loss                   $  (295)    $  (295)    $  (786)    $  (786)
                                 ======      ======      ======      ======

PER SHARE AMOUNTS

     Loss from continuing
     operations (line 4/line 3) $  (.07)    $  (.07)    $  (.18)    $  (.18)
                                 ======      ======      ======      ======

     Net loss
     (line 5/line 3)            $  (.07)    $  (.07)    $  (.18)    $  (.18)
                                 ======      ======      ======      ======


   NOTE  -  Earnings per share has been calculated using the treasury stock
   method.

   Earnings per share amounts for all other reporting periods as it relates
   to  the  predecessor  company  is  not  meaningful  due to the Company's
   reorganization.

</TABLE>
<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 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


<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, Senior Vice President, 
                         Chief Financial Officer, Secretary and Treasurer


   Date:  March 16, 1999