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 28, 2001

                                      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  8,
 2001.


                       This report consists of 11 pages.

<PAGE>
                        PART I - FINANCIAL INFORMATION

 ITEM 1.  Financial Statements

<TABLE>
                      RYMER FOODS INC.  AND SUBSIDIARIES
                          Consolidated Balance Sheets
                                 (Unaudited)

                                                       April 28,    October 29,
                 ASSETS                                  2001           2000
                                                        ------         ------
                                                           (in thousands)
 <S>                                                   <C>            <C>
 Current Assets
    Receivables, net                                   $ 2,642        $ 2,770
    Inventories                                          3,751          3,513
    Other                                                  153            196
                                                        ------         ------
          Total Current Assets                           6,546          6,479

 Property, Plant and Equipment:
    Leasehold improvements                               1,038          1,038
    Machinery and equipment                              1,969          1,752
                                                        ------         ------
                                                         3,007          2,790
    Less accumulated depreciation and amortization       1,700          1,503
                                                        ------         ------
                                                         1,307          1,287
 Other                                                       1             15
                                                        ------         ------
                                                       $ 7,854        $ 7,781
                                                        ======         ======

      LIABILITIES AND STOCKHOLDERS' EQUITY

 Current Liabilities:
   Line of Credit                                      $ 3,801        $ 3,677
   Accounts payable                                      1,920          1,499
   Accrued liabilities                                   1,002          1,411
                                                        ------         ------
        Total Current Liabilities                        6,723          6,587


 Deferred Employee Benefits                                107            109
                                                        ------         ------
                                                         6,830          6,696
 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                           4,862          4,862
    Accumulated deficit                                 (4,010)        (3,949)
                                                        ------         ------
      Total Stockholders' Equity                         1,024          1,085
                                                        ------         ------
                                                       $ 7,854        $ 7,781
                                                        ======         ======

 See accompanying notes.
</TABLE>

                                      2.
<PAGE>
<TABLE>
                      RYMER FOODS INC. AND SUBSIDIARIES
                    Consolidated Statements of Operations
                                 (Unaudited)


                             Thirteen Weeks Ended  Twenty-Six Weeks Ended
                             --------------------  ----------------------
                             April 28,  April 29,   April 28,   April 29,
                               2001       2000        2001        2000
                              ------     ------      -------     -------
                                (in thousands, except per share data)
 <S>                         <C>        <C>         <C>         <C>
 Net Sales                   $ 9,058    $ 9,890     $ 17,293    $ 19,131
 Cost of Sales                 8,188      8,789       15,638      17,131
                              ------     ------      -------     -------
 Gross profit                    870      1,101        1,655       2,000

 Selling, general and
   administrative expenses       753        986        1,534       1,952
                              ------     ------      -------     -------
 Operating profit (loss)         117        115          121          48

 Interest expense                 97        111          222         217
                              ------     ------      -------     -------
 Income (loss) before income      20          4         (101)       (169)

 Tax benefit                     (20)       (20)         (40)        (40)
                              ------     ------      -------     -------
 Net income (loss)           $    40    $    24     $    (61)   $   (129)
                              ======     ======      =======     =======

 Per common share data:

 Basic
   Net loss                  $  0.01    $  0.01     $  (0.01)   $  (0.03)
                              ======     ======      =======     =======
 Diluted
    Net loss                 $  0.01    $  0.01     $  (0.01)   $  (0.03)
                              ======     ======      =======     =======

 See accompanying notes.
</TABLE>

                                      3.
<PAGE>
<TABLE>
                      RYMER FOODS INC. AND SUBSIDIARIES
                    Consolidated Statement of Cash Flows
                                 (Unaudited)

                                                          Twenty-Six Weeks Ended
                                                          ----------------------
                                                          April 28,    April 29,
                                                           2001           2000
                                                          ------         ------
                                                               (in thousands)
 <S>                                                     <C>            <C>
 CASH FLOWS FROM OPERATIONS
   Loss from continuing operations                       $   (61)       $  (129)
   Non-cash adjustments to loss:
     Depreciation and amortization                           197            207
     Variable stock option                                     -             18
 Net decrease (increase) to accounts receivable              128           (396)
 Net (increase) to inventories                              (238)           (10)
 Net decrease (increase) to other current and
   long-term assets                                           57            (35)
 Net increase to accounts payable and accrued expense         12            257
                                                          ------         ------
 Net cash flows from operating activities of
  continuing operations                                       95            (88)
 Net cash flows from operating activities of
  discontinued operations                                     (2)            (4)
                                                          ------         ------
     Net cash flows from operating activities                 93            (92)

 CASH FLOWS FROM INVESTING ACTIVITIES
   Capital expenditures                                     (217)          (183)
                                                          ------         ------
 Net cash flows from investing activities                   (217)          (183)

 CASH FLOWS FROM FINANCING ACTIVITIES
   Repayments under line-of-credit facility              (17,899)       (18,425)
   Borrowings under line-of-credit facility               18,023         18,700
                                                          ------         ------
 Net cash flows from financing activities                    124            275

 Net change in cash and cash equivalents                       -              -
 Cash and cash equivalents at beginning of year                -              -
                                                          ------         ------
                                                         $     -        $     -
                                                          ======         ======
 Supplemental cash flow information:
   Interest paid                                         $   222        $   217
                                                          ======         ======
   Income taxes paid, net of refunds                     $     -        $     -
                                                          ======         ======

 See accompanying notes
</TABLE>

                                      4.

<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  accounting  principles  generally
      accepted in  the United  States of  America.   The  year-end  condensed
      balance sheet data was derived  from audited financial statements,  but
      does  not include all  disclosures  required by  accounting  principles
      generally  accepted  in  the United  States  of  America.  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 28, 2000.

      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.   INVENTORIES

      Inventories are stated principally at the lower of first-in,  first-out
      cost or market.  The composition  of inventories at April 28, 2001  and
      October 28, 2000 was (in thousands):


                                  April 28, 2001          October 28, 2000
                                  --------------          ----------------
      Raw material                   $ 1,802                   $ 1,565
      Finished goods                   1,949                     1,948
                                      ------                    ------
              Total                  $ 3,751                   $ 3,513
                                      ======                    ======


                                      5.
<PAGE>

 3.   BORROWINGS
      Current borrowings consist of the following (in thousands):


                                             April 28,         October 28,
                                                2001              2000
                                              -------           -------
           Banks, with interest of  4% & 2%
             over prime in 2001 and 2000
             respectively                    $  3,801          $  3,677
           Less current maturities              3,801             3,677
                                              -------           -------
                                             $    -0-          $     -0-
                                              =======           =======

      The prime  rate  applicable to  the  Company's outstanding  bank  notes
      payable was 7.5% at April 28, 2001 and 9.50% at October 28, 2000.   The
      weighted average interest rate relating  to these borrowings was  12.1%
      during the first half of  2001 and 11.09% during fiscal 2000.

      During the 2nd quarter the Company amended its line of credit with  the
      bank.  This amended  loan provides for borrowings  up to the  lessor of
      $4.7 million or its  borrowing based as determined  as a percentage  of
      certain inventory and accounts receivable and changes the maturity date
      of June 28, 2001.  It also provides for a capital expenditure loan  for
      authorized capital purchases, however  this amended agreement  prevents
      future borrowings on  the capital expenditure  loan.   The Company  had
      borrowings available of $3.8 million at April 28, 2001 and October  28,
      2000, of which $2,000 and $100,000, respectively was unused.

      The Company's  bank agreements  contain certain  restrictive  covenants
      which, among other things, limit the amount of indebtedness incurred by
      the Company and its subsidiaries and require the maintenance of certain
      financial ratios by the Company and its subsidiaries.  The Company  was
      in violation of  these covenants at  October 28,  2000; however,  these
      have been reset as part of an amended agreement.   While the Company is
      in compliance with these  new covenants at   April 28, 2001 date  there
      can be no assurance that they will remain in compliance.

      The Company's current loan agreement expires on  June 28, 2001.  If the
      loan  should not be renewed,  the Company will need to seek alternative
      financing.

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


 4.   INCOME TAXES

      The Company's deferred tax asset is related primarily to its  operating
      loss carryforward for tax  reporting purposes which approximated  $23.1
      million at April 28, 2001 and October 28, 2000.  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.

                                      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

 Management believes  that  the  Company's future  success  is  dependent  on
 containing and reducing operating costs, changing  its sales mix to  include
 more products which  generate  higher  margins, and being  able to  "forward
 buy" more inventory to reduce its material costs.

 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.OB (OTCBB).

 First Half of 2001 versus First Half of 2000

 Consolidated sales  for the  first half  of fiscal  2001 of  $ 17.3  million
 decreased from the first half of fiscal 2000 by $1.8 million or 9.6%.  Sales
 decreased primarily due to the loss of a customer during the second  quarter
 of 2000 and the change in the sales mix.

 As compared to 2000, consolidated cost of sales decreased by $1.5 million or
 8.7%.  As  a percentage  of sales,  the gross  margin decreased  to 9.6%  as
 compared to 10.4% in 2000.

 Gross profit decreased  compared to  2000 by  $345,000 mainly  due to  lower
 volume and gain on sale of raw material in the prior year.

 Selling, general and administrative expenses  decreased by $418,000 in  2001
 as compared  to  2000 due  to  managements restructuring  program  initiated
 during the fourth quarter of 2000.

 Interest Expense

 Interest expense increased  by $5,000  or 2.3% as  compared to  2000.   This
 increase is due to the Company's  higher borrowings for the purchase of  raw
 material inventory and the increase in the banks prime rate.

 Income Taxes

 In both 2001 and 2000, no provision for income taxes was recorded due to the
 loss from operations.  In 2001 and  2000 the Company reduced the income  tax
 liability by $40,000 thereby resulting in a tax benefit in the first half of
 2001.

                                      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.

 During the 2nd quarter the Company amended its line of credit with the bank.
 This amended loan provides for borrowings  up to the lessor of $4.7  million
 or its borrowing based  as determined as a  percentage of certain  inventory
 and accounts receivable and changes the maturity date of June 28, 2001.   It
 also  provides  for  a  capital  expenditure  loan  for  authorized  capital
 purchases, however this amended agreement prevents future borrowings on  the
 capital expenditure  loan.   The Company  had borrowings  available of  $3.8
 million at  April  28,  2001 and  October  28,  2000, of  which  $2,000  and
 $100,000, respectively was unused.

 The Company's bank agreements  contain certain restrictive covenants  which,
 among other things, limit the amount of indebtedness incurred by the Company
 and its subsidiaries and require the maintenance of certain financial ratios
 by the Company and its subsidiaries.  The Company was in violation of  these
 covenants at October 28, 2000; however, these have been reset as part of  an
 amended agreement.     While the  Company is  in compliance  with these  new
 covenants at  April 28, 2001 date there  can be no assurance that they  will
 remain in compliance.

 The Company's current loan agreement expires on  June 28, 2001.  If the loan
 should not be renewed,  the Company will need to seek alternative financing.

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

 The  Company  anticipates  spending   approximately  $385,000  for   capital
 expenditures  in  2001.    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.

 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
                                       April 28,      April 28,     April 28,     April 28,
                                          2001           2001          2001          2001
                                       ---------      ---------     ---------     ---------
                                             (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*      -              -           617             -
                                           ------         ------        ------        ------
  3  Average number of common shares
       outstanding                          4,300          4,300         4,917         4,300
                                           ======         ======        ======        ======

 EARNINGS (LOSSES)

  4  Net (loss) income                    $    40        $   (61)      $    40       $   (61)
                                           ======         ======        ======        ======
 PER SHARE AMOUNTS

     Net income (loss)
     (line 4 / line 3)                    $  0.01        $ (0.01)      $  0.01       $ (0.01)
                                           ======         ======        ======        ======



   NOTE:  Earnings per share have been calculated using the treasury stock method.
   Since there is a net loss for the twenty-six weeks ending April 28, 2001 common
   stock equivalents are excluded from the diluted earnings per share calculation
   since they would be antidilutive.

</TABLE>
                                    9.


                      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 29, 2000 (incorporated by reference).


    21.1   Subsidiaries of  the Company.  (Incorporated by reference  to
           Exhibit 21 to the Annual Report of  Form  10-K of Rymer Foods
           Inc. for the fiscal year ended October 29, 2000.)

    (b)    Reports on Form 8-K:

      The Company filed a Report on Form 8-K dated January 25,  2001, wherein
      the  Company  under  Item 5  other  events relating  to  the  Company's
      signing of a non-binding letter of intent to be acquired, via merger by
      Forest Lake Partners LLC.

      The Company filed a  report on Form 8-K  dated April 12, 2001,  wherein
      the Company  under  item  5 other  events  relating  to  the  Company's
      entering into an  agreement and plan  of merger, dated  April 10,  2001
      with FLP Holdings III LLC.



                                    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/ Paul D. Conti
                                          ------------------------
                                          Paul D. Conti, President


  Date: June 15, 2001


                                    11.