<PAGE>   1
                                  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 July 4, 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: 0-19887



                             WORTHINGTON FOODS, INC.
             (Exact name of registrant as specified in its charter)

          OHIO                                           31-0733120
(State of incorporation)                    (IRS Employer Identification Number)


                   900 PROPRIETORS ROAD, WORTHINGTON, OH 43085
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (614) 885-9511



                                 Not Applicable
              (Former name, former address and formal fiscal year,
                         if changed from last report.)


         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 [ ]

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.


         Class                                    Outstanding at August 12, 1997
Common shares, no par value                                  8,647,274


                          Exhibit Index at Pages 14-15


                                  Page 1 of 31
<PAGE>   2
                     WORTHINGTON FOODS, INC. AND SUBSIDIARY

                                      INDEX



 
<TABLE>
<CAPTION>
                                                                                                 Page No.
                                                                                                 --------
<S>                                                                                              <C>
PART I   FINANCIAL INFORMATION

  Item 1. Financial Statements

          Condensed Consolidated Balance Sheets -
            July 4, 1997 and December 31, 1996 ................................................      3-4

          Condensed Consolidated Statements of Income -
            For the three month and six month periods ended July 4, 1997 and June 28, 1996 ....        5

          Condensed Consolidated Statements of Cash Flows -
            For the six month periods ended July 4, 1997 and June 28, 1996 ....................        6

          Notes to Condensed Consolidated Financial Statements ................................        7

  Item 2. Management's Discussion and Analysis of Financial Condition
            and Results of Operations .........................................................     8-10


  Item 3. Quantitative and Qualitative Disclosures About Market Risk ..........................       10



PART II  OTHER INFORMATION ....................................................................       11

  Item 1. Legal Proceedings ...................................................................       11

  Item 2. Changes in Securities ...............................................................       11

  Item 3. Defaults Upon Senior Securities .....................................................       11

  Item 4. Submission of Matters to a Vote of Security Holders .................................       11

  Item 5. Other Information ...................................................................       11

  Item 6. Exhibits and Reports on Form 8-K ....................................................    11-12

  Signature ...................................................................................       13

  Exhibit Index ...............................................................................    14-15

          Exhibit 4(a) - $25,000,000 Revolving Note with The Huntington National Bank
            dated May 13, 1997 ................................................................    16-19

          Exhibit 4(b) - First Amendment to Loan Participation Agreement between The
            Huntington National Bank and National City Bank of Columbus dated May 13, 1997 ....    20-21

          Exhibit 4(c) - Second Amendment to Second Amended and Restated Loan Agreement between
            Worthington Foods, Inc. and The Huntington National Bank dated May 13, 1997 .......    22-29

          Exhibit 11 - Computation of Earnings Per Share ......................................       30

          Exhibit 27 - Financial Data Schedule ................................................       31
</TABLE>


                                      - 2 -
<PAGE>   3
ITEM 1.
FINANCIAL STATEMENTS


                     WORTHINGTON FOODS, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS



<TABLE>
<CAPTION>
                                                              7/4/97     12/31/96
                                                              -------     -------
                                                            (UNAUDITED)  (AUDITED)
                                                                (000'S OMITTED)
<S>                                                           <C>         <C>
ASSETS                                                                   
                                                                         
Current Assets                                                           
    Cash .................................................    $ 1,054     $   811
    Accounts receivable less allowance ...................     10,732       8,664
      (1997 - $149; 1996 - $100)                                         
    Inventories:                                                         
        Finished goods ...................................     14,948      11,618
        Work in process ..................................      1,096         830
        Raw materials ....................................      4,617       3,170
        Packaging materials and supplies .................      2,015       1,801
                                                              -------     -------
                                                               22,676      17,419
                                                                         
    Income taxes .........................................         --         128
    Prepaid expenses and other ...........................      3,697       2,330
                                                              -------     -------
        Total Current Assets .............................     38,159      29,352
                                                                         
                                                                         
                                                                         
    Property, Plant and Equipment                                        
        Land .............................................        781         817
        Building and improvements ........................     23,133      22,746
        Machinery and equipment ..........................     43,416      40,832
        Furniture and fixtures ...........................      2,189       1,693
        Construction in progress .........................      9,369       5,082
                                                              -------     -------
                                                               78,888      71,170
        Less accumulated depreciation and amortization ...     23,494      21,608
                                                              -------     -------
                                                               55,394      49,562
                                                                         
    Goodwill .............................................        836         997
    Other intangible assets ..............................        740         827
                                                              -------     -------
                                                                1,576       1,824
                                                                         
              TOTAL ASSETS ...............................    $95,129     $80,738
                                                              =======     =======
</TABLE>

The accompanying notes are an integral part of the condensed consolidated
financial statements.


                                      - 3 -
<PAGE>   4
                     WORTHINGTON FOODS, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS





<TABLE>
<CAPTION>
                                                                           7/4/97       12/31/96
                                                                           -------       -------
                                                                         (UNAUDITED)    (AUDITED)
                                                                              (000'S OMITTED)
<S>                                                                        <C>           <C>
LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
    Accounts payable (including outstanding checks
     of $2,030 in 1997 and $767 in 1996) ...........................       $ 5,623       $ 4,608
    Accrued compensation ...........................................           454         1,435
    Other accrued expenses .........................................         3,131         1,549
    Current portion of long-term debt and capital lease obligations          1,630         1,630
    Income taxes ...................................................           893            --
                                                                           -------       -------
        Total Current Liabilities ..................................        11,731         9,222



Long-Term Liabilities
    Long-term debt and capital lease obligations ...................        25,226        17,960
Deferred income taxes ..............................................         5,102         4,825
                                                                           -------       -------
        Total Long-Term Liabilities ................................        30,328        22,785



Shareholders' Equity
    Preferred shares, no par value, authorized  2,000,000 shares,
     none issued ...................................................            --            --
    Common shares, $1.00 stated value, authorized 30,000,000 shares,
     issued 8,643,496 shares in 1997 and 8,544,676 in 1996 .........         8,643         8,545
    Additional paid-in capital .....................................        12,908        12,625
    Retained earnings ..............................................        31,519        27,561
                                                                           -------       -------
                                                                            53,070        48,731
                                                                           -------       -------

        TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY .................       $95,129       $80,738
                                                                           =======       =======
</TABLE>

The accompanying notes are an integral part of the condensed consolidated
financial statements.


                                      - 4 -
<PAGE>   5
                     WORTHINGTON FOODS, INC. AND SUBSIDIARY
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME




<TABLE>
<CAPTION>
                                                THREE MONTHS ENDED                 SIX MONTHS ENDED
                                             7/4/97          6/28/96           7/4/97          6/28/96
                                           ----------       ----------       ----------       ----------
                                                                     (UNAUDITED)
                                                       (000'S OMITTED, EXCEPT PER SHARE DATA)
<S>                                        <C>              <C>              <C>              <C>       
Net sales ..........................       $   31,398       $   27,548       $   57,887       $   51,901
Cost of goods sold .................           17,947           16,767           33,502           31,836
                                           ----------       ----------       ----------       ----------
   Gross profit ....................           13,451           10,781           24,385           20,065

Selling and distribution expenses ..            7,581            6,181           13,730           11,871
General and administrative expenses               892              967            1,784            1,805
Research and development expenses ..              333              333              706              670
                                           ----------       ----------       ----------       ----------
                                                8,806            7,481           16,220           14,346
                                           ----------       ----------       ----------       ----------
Income from operations .............            4,645            3,300            8,165            5,719

Interest expense ...................              411              349              787              586
                                           ----------       ----------       ----------       ----------
Income before income taxes .........            4,234            2,951            7,378            5,133

Provision for income taxes .........            1,699              960            2,988            1,855
                                           ----------       ----------       ----------       ----------
Net income .........................       $    2,535       $    1,991       $    4,390       $    3,278
                                           ==========       ==========       ==========       ==========

Earnings per share:
     Primary .......................       $     0.28       $     0.23       $     0.49       $     0.37
                                           ==========       ==========       ==========       ==========
     Fully diluted .................       $     0.28       $     0.22       $     0.49       $     0.37
                                           ==========       ==========       ==========       ==========

Dividends per share ................       $    0.025       $     0.02       $     0.05       $     0.04
                                           ==========       ==========       ==========       ==========



Weighted average number of common
and common equivalent shares used in
computing earnings per share

     Primary .......................        9,005,190        8,804,255        8,986,479        8,792,325
     Fully diluted .................        9,039,106        8,829,028        9,033,977        8,828,048
</TABLE>

Note: 1996 share amounts have been adjusted to reflect the four-for-three share
split in December, 1996.

The accompanying notes are an integral part of the condensed consolidated
financial statements.


                                      - 5 -
<PAGE>   6
                     WORTHINGTON FOODS, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS




<TABLE>
<CAPTION>
                                                                          SIX MONTHS ENDED
                                                                       7/4/97         6/28/96
                                                                      --------        --------
                                                                             (UNAUDITED)
                                                                           (000'S OMITTED)
<S>                                                                   <C>             <C>
Operating activities:
  Net income ..................................................       $  4,390        $  3,278
  Adjustments to reconcile net income to net cash provided
    by operating activities:
    Depreciation ..............................................          2,139           1,776
     Deferred income taxes ....................................            277             174

    Amortization of intangible assets .........................            178             179
    Deferred compensation .....................................              0              21
    Cash provided by (used for) current assets and liabilities:
      Accounts receivable .....................................         (2,067)           (252)
      Inventories .............................................         (5,257)            480
      Prepaid expenses and other ..............................         (1,367)           (800)
      Accounts payable and accrued expenses ...................          1,616          (1,482)
Income taxes ..................................................          1,021             289
    Decrease (increase) in other assets .......................             69             (38)
                                                                      --------        --------

  Net cash provided by operating activities ...................            999           3,625


Investing activities:
  Purchases of property, plant and equipment, net .............         (7,972)         (7,125)
                                                                      --------        --------
  Net cash used for investing activities ......................         (7,972)         (7,125)


Financing activities:
  Proceeds from long-term borrowings ..........................         40,199          26,800
  Payments on long-term borrowings ............................        (32,933)        (23,260)
  Proceeds from the issuance of common shares .................            382              69
  Dividends paid ..............................................           (432)           (382)
                                                                      --------        --------
  Net cash provided by financing activities ...................          7,216           3,227



Net increase (decrease) in cash ...............................            243            (273)
Cash at beginning of period ...................................            811             963
                                                                      --------        --------
Cash at end of period .........................................       $  1,054        $    690
                                                                      ========        ========
</TABLE>

The accompanying notes are an integral part of the condensed consolidated
financial statements.


                                      - 6 -
<PAGE>   7
                     WORTHINGTON FOODS, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)


1.    The accompanying condensed consolidated financial statements (unaudited)
      include the accounts of Worthington Foods, Inc. and Subsidiary.

      The information furnished reflects all adjustments (all of which were of a
      normal recurring nature) which are, in the opinion of management,
      necessary to fairly present the condensed consolidated financial position,
      results of operations, and cash flows on a consistent basis. Operating
      results for the three month and six month periods ended July 4, 1997 are
      not necessarily indicative of the results that may be expected for the
      year ended December 31, 1997.

      The accompanying condensed consolidated financial statements (unaudited)
      are presented in accordance with the requirements for Form 10-Q and
      consequently do not include all the disclosures normally required by
      generally accepted accounting principles. Reference should be made to the
      Company's Form 10-K for the fiscal year ended December 31, 1996 (File No.
      0-19887) for additional disclosures including a summary of the Company's
      accounting policies, which have not significantly changed. The Company's
      policy is that each fiscal year includes four, thirteen week periods.

2.    The Board of Directors at its July 30, 1997 meeting declared a $0.025 per
      share dividend payable October 31, 1997 to shareholders of record
      September 26, 1997.

3.    In February, 1997, the Financial Accounting Standards Board issued
      Statement No. 128 "Earnings Per Share" (Statement No. 128). Statement No.
      128 requires adoption for periods ending after December 15, 1997. Until
      that time, the Company will continue to apply the requirements of APB No.
      15 for earnings per share.

      The following table sets forth proforma earnings per share as calculated
      under Statement No. 128 for the three month and six month periods ended
      July 4, 1997 and June 28, 1996, respectively.

<TABLE>
<CAPTION>
                                                          Three Months Ended                  Six Months Ended
                                                        7/4/97          6/28/96           7/4/97          6/28/96
                                                      ----------       ----------       ----------       ----------
<S>                                                   <C>              <C>              <C>              <C>
      Basic:
           Weighted average number of common   
              shares outstanding ..............        8,638,404        8,488,383        8,616,141        8,486,733
           Net income .........................       $2,535,000       $1,991,000       $4,390,000       $3,278,000
                                                      ==========       ==========       ==========       ==========
           Earnings per share .................       $     0.29       $     0.23       $     0.51       $     0.39
                                                      ==========       ==========       ==========       ==========

      Diluted:
           Weighted average number of common   
              shares outstanding ..............        8,638,404        8,488,383        8,616,141        8,486,733

           Net effect of dilutive stock options
               based on treasury stock method
               using average market price .....          366,786          315,872          370,338          305,592
                                                      ----------       ----------       ----------       ----------
                                                                                                      
           Weighted average common and common     
              equivalent shares ...............        9,005,190        8,804,255        8,986,479        8,792,325
                                                      ==========       ==========       ==========       ==========
           Net income .........................       $2,535,000       $1,991,000       $4,390,000       $3,278,000
                                                      ==========       ==========       ==========       ==========
           Earnings per share .................       $     0.28       $     0.23       $     0.49       $     0.37
                                                      ==========       ==========       ==========       ==========
</TABLE>
      

                                      - 7 -
<PAGE>   8
ITEM 2.


                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS




RESULTS OF OPERATIONS

The following table sets forth selected items from the Company's Consolidated
Statements of Income expressed as a percentage of net sales for the periods
indicated.

<TABLE>
<CAPTION>
                                                 THREE MONTHS ENDED        SIX MONTHS ENDED
                                                7/4/97       6/28/96      7/4/97       6/28/96
                                                 -----        -----        -----        -----
<S>                                              <C>          <C>          <C>          <C>   
Net sales ................................       100.0%       100.0%       100.0%       100.0%
Cost of goods sold .......................        57.2         60.9         57.9         61.3
                                                 -----        -----        -----        -----
  Gross profit ...........................        42.8         39.1         42.1         38.7
Selling and distribution expenses ........        24.1         22.4         23.7         22.9
General and administrative expenses ......         2.8          3.5          3.1          3.5
Research and development expenses ........         1.1          1.2          1.2          1.3
                                                 -----        -----        -----        -----
                                                  28.0         27.1         28.0         27.7
                                                 -----        -----        -----        -----
Income from operations ...................        14.8         12.0         14.1         11.0
Interest expense .........................         1.3          1.3          1.4          1.1
                                                 -----        -----        -----        -----
Income before income taxes ...............        13.5         10.7         12.7          9.9
Provision for income taxes ...............         5.4          3.5          5.2          3.6
                                                 -----        -----        -----        -----
Net income ...............................         8.1%         7.2%         7.5%         6.3%
                                                 =====        =====        =====        =====
Provision for income taxes as a percentage
 of income before income taxes ...........        40.1%        32.5%        40.5%        36.1%
                                                 =====        =====        =====        =====
</TABLE>


SECOND QUARTER AND SIX MONTH PERIOD OF 1997 COMPARED TO 1996

Net sales for the second quarter and six month period ended July 4, 1997
increased approximately $3,850,000 and $5,986,000 or 14.0% and 11.5% over the
similar prior year periods. Net sales for the second quarter and six month
period of 1997 to the Company's Specialty Markets (Seventh-day Adventist, Health
Food and International) increased approximately $1,067,000 and $722,000 or 11.3%
and 4.1% over the similar prior year periods. Solid gains continued in the
Health Food market as net sales increased approximately $389,000 and $669,000 or
15.7% and 14.2% over the similar prior year periods. Net sales to the
Seventh-day Adventist and International markets increased approximately $401,000
and $277,000 or 7.2% and 20.7% for the three month period ending July 4, 1997,
bringing year-to-date sales figures in line with the prior year.

Foodservice sales for the second quarter and six month period of 1997 increased
approximately $423,000 and $951,000 or 14.9% and 17.5% over the similar prior
year periods. New distributors continue to be added as the Company's new
Director of Foodservice continues to make progress in this important growth
category.


                                      - 8 -
<PAGE>   9
Net sales of Morningstar Farms products to supermarkets in the second quarter
and six month period of 1997 increased approximately $2,360,000 and $4,313,000
or 15.4% and 15.0% over the similar prior year periods. Net sales of Morningstar
Farms meat alternative products in the second quarter and six month period of
1997 increased approximately $2,659,000 and $4,546,000 or 21.1% and 19.5% over
the similar prior year periods. Morningstar Farms sales continue to benefit from
strong consumer programs and expanded distribution of new and existing products.
Chik Nuggets, introduced in early February, 1997, are now available in 39% of
the US supermarkets, and continue to show considerable market penetration. Net
sales of Morningstar Farms frozen egg substitutes for the second quarter and six
month period of 1997 decreased approximately $300,000 and $233,000 or 11.2% and
4.3% from the similar prior year periods.

Gross profit as a percentage of net sales for the second quarter of 1997
increased from 39.1% in 1996 to 42.8% in 1997. For the six month period of 1997,
gross profit increased from 38.7% in 1996 to 42.1% in 1997. The increased gross
profit percentages are the results of focused efforts to reduce variable costs,
improved operating efficiencies at the Company's two manufacturing facilities,
the elimination of contract manufacturers, and a modest price increase that went
into effect in January, 1997.

Selling and distribution expenses as a percentage of net sales for the second
quarter and six month period of 1997 increased from 22.4% and 22.9% in 1996 to
24.1% and 23.7% in 1997. These expenses reflect the additional costs associated
with aggressive new product introductions, expanded distribution of existing
products and higher selling and distribution expenses associated with increased
sales. General and administrative expenses for the second quarter and six month
period of 1997 decreased from 3.5% in 1996 to 2.8% and 3.1% in 1997. The
decrease is attributable to the timing of some expenses as well as efficiencies
gained through increased sales volume. Research and development expenses remain
comparable to prior year percentages.

Interest expense for the second quarter and six month period of 1997 increased
approximately $62,000 and $201,000 or 17.8% and 34.3% over the similar prior
year periods. The increase is attributable to higher average borrowing levels
associated with the Company's capital expansion at the Zanesville facility and
higher inventory levels to support future sales growth.

Net income for the second quarter and six month period of 1997 increased
approximately $544,000 and $1,112,000 or 27.3% and 33.9% over the similar prior
year periods. The increase is primarily attributable to increased sales and
increased gross profit percentages, partially offset by slightly higher selling,
general and administrative expenses, higher interest costs, and a higher tax
rate. In the second quarter of 1996, the Company recognized $250,000 of a
one-time $500,000 investment tax credit from the State of Ohio.



LIQUIDITY AND CAPITAL RESOURCES

On May 19, 1997, the Company increased its revolving credit facility from
$20,000,000 to $25,000,000. The Company relies on cash generated from operations
and the $25,000,000 revolving credit facility as its principal sources of
liquidity. As of August 12, 1997, $6,775,000 of this credit facility was unused.
The Company believes that this increased borrowing capability plus internally
generated funds will be adequate to finance current growth levels into the
foreseeable future.

The $11,500,000 capital expansion project at Zanesville to install a second
production line to produce meat alternatives and to finish additional warehouse
space for dry storage continues to progress. The project is expected to be
completed by the end of September, 1997 and is expected to be funded from cash
generated from operations and the revolving credit facility. As of August 12,
1997, approximately $8,244,000 of the $11,5000,000 has been paid.


                                      - 9 -
<PAGE>   10
Net cash provided by operating activities for the six month period of 1997
decreased from the similar prior year period due to changes in operating assets
and liabilities, partially offset by an increase in net income.

Net cash used for investing activities for the six month period of 1997
increased from the similar prior year period due to purchases of property, plant
and equipment related to the $11,500,000 Zanesville expansion project.

Net cash provided by financing activities for the six month period of 1997
increased from the similar prior year period, primarily due to increased
borrowings to finance capital expenditures for the $11,500,000 Zanesville
expansion project.



INFLATION

Although inflation has slowed in recent years, the Company continues to seek
ways to moderate any inflationary impact. To the extent possible based on
competitive conditions, the Company passes increased costs on to its customers
by increasing prices over time.

The Company uses the LIFO method of accounting for raw materials, packaging
materials and the materials content of work-in-process and finished goods. Under
this method, the cost of products sold reported in the financial statements
approximates current costs.



COMPLIANCE WITH ENVIRONMENTAL PROTECTION REGULATIONS

The Company does not anticipate that compliance with federal, state, and local
regulations with respect to the discharge of materials into the environment, or
otherwise relating to the protection of the environment, will have a material
effect on capital expenditures, earnings, or the competitive position of the
Company.



SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Form 10-Q which are not historical fact are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements involve known and unknown risks,
uncertainties and other factors that may cause actual results to differ
materially. Such risks, uncertainties and other factors include, but are not
limited to, changes in general economic conditions, fluctuation in interest
rates, increases in raw material costs, level of competition, market acceptance
of new and existing products, capital expenditure amounts, uninsured product
liability and other factors described in detail in the Company's filings with
the Securities and Exchange Commission and communication to shareholders.



ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable


                                     - 10 -
<PAGE>   11
                           PART II. OTHER INFORMATION



Item 1.  Legal Proceedings

            Not Applicable


Item 2.  Changes in Securities

            Not Applicable


Item 3.  Defaults Upon Senior Securities

            Not Applicable


Item 4.  Submission of Matters to a Vote of Security Holders

            Not Applicable


Item 5.  Other Information

            Not Applicable


Item 6.  Exhibits and Reports on Form 8-K

            (a)   Exhibits:

                  Exhibit 3(a). Amended and Restated Articles of Incorporation
                                of Worthington Foods, Inc. (as filed with the
                                Ohio Secretary of State on February 25, 1992)

                  Exhibit 3(b). Certificate of Amendment to Amended and Restated
                                Articles of Incorporation of Worthington Foods,
                                Inc. (as filed with the Ohio Secretary of State
                                on June 13, 1995)

                  Exhibit 3(c). Certificate of Amendment by Directors of
                                Worthington Foods, Inc. (as filed with the Ohio 
                                Secretary of State on May 6, 1997)
                  
                  Exhibit 3(d). Certificate of Amendment by Shareholders to the
                                Amended and Restated Articles of Incorporation
                                of Worthington Foods, Inc. (as filed with the
                                Ohio Secretary of State on May 6, 1997)

                  Exhibit 3(e). Amended and Restated Articles of Incorporation
                                of Worthington Foods, Inc. (reflecting
                                amendments through May 6, 1997)[for purposes of
                                SEC reporting compliance only; not filed with
                                Ohio Secretary of State]

                  Exhibit 4(a)  $25,000,000 Revolving Note with The Huntington
                                National Bank dated May 13, 1997

                  Exhibit 4(b)  First Amendment to Loan Participation Agreement
                                between The Huntington National Bank and
                                National City Bank of Columbus dated May 13,
                                1997

                  Exhibit 4(c)  Second Amendment to Second Amended and Restated
                                Loan Agreement between Worthington Foods, Inc
                                and The Huntington National Bank dated May 13,
                                1997


                                     - 11 -
<PAGE>   12
                  Exhibit 10.   Worthington Foods, Inc. 1993 Stock Option Plan 
                                for Non-Employee Directors (reflects share
                                splits and amendments through April 22, 1997)

                  Exhibit 11.   Computation of Earnings Per Share

                  Exhibit 27.   Financial Data Schedule

            (b) No report on Form 8-K was filed during the fiscal quarter ended 
July 4, 1997.


                                     - 12 -
<PAGE>   13
                                    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.




                                    WORTHINGTON FOODS, INC.
                                         (Registrant)




Date: August 14, 1997               By: /S/ WILLIAM T. KIRKWOOD
                                       -----------------------------
                                            William T. Kirkwood
                                        Executive Vice President and
                                           Chief Financial Officer


                                     - 13 -
<PAGE>   14
                                  EXHIBIT INDEX




Filed with Worthington Foods, Inc. Quarterly Report on Form 10-Q for the Quarter
Ended July 4, 1997.


<TABLE>
<CAPTION>
Exhibit No.                                                                          Page No.
-----------                                                                          --------
<S>              <C>                                                       <C>
   3(a)          Amended and Restated Articles of Incorporation of         Incorporated herein by reference
                 Worthington Foods, Inc. (as filed with the Ohio           to the Company's Registration
                 Secretary of State on February 25, 1992)                  Statement on Form S-1 filed
                                                                           February 26, 1992 (Registration
                                                                           No. 33-45945) ("Registrant's Form
                                                                           S-1") [Exhibit 3(a)]

   3(b)          Certificate of Amendment to Amended and Restated          Incorporated herein by reference
                 Articles of Incorporation of Worthington Foods, Inc.      to the Company's Registration
                 (as filed with the Ohio Secretary of State on June        Statement on Form S-8 filed
                 13, 1995)                                                 August 6, 1997 (Registration No.
                                                                           333-33041) (the "Company's Form
                                                                           S-8") [Exhibit 3(b)]

   3(c)          Certificate of Amendment by Directors of Worthington      Incorporated herein by reference
                 Foods, Inc. (as filed with the Ohio Secretary of          to the Company's Form S-8
                 State on May 6, 1997)                                     [Exhibit 3(c)]

   3(d)          Certificate of Amendment by Shareholders to the           Incorporated herein by reference
                 Amended and Restated Articles of Incorporation of         to the Company's Form S-8
                 Worthington Foods, Inc. (as filed with the Ohio           [Exhibit 3(d)]
                 Secretary of State on May 6, 1997)

   3(e)          Amended and Restated Articles of Incorporation of         Incorporated herein by reference
                 Worthington Foods, Inc. (reflecting amendments            to the Company's Form S-8
                 through May 6, 1997)[for purposes of SEC reporting        [Exhibit 3(e)]
                 compliance only; not filed with Ohio Secretary of
                 State]

   4(a)          $25,000,000 Revolving Note with The Huntington                          16-19
                 National Bank dated May 13, 1997

   4(b)          First Amendment to Loan Participation Agreement                         20-21
                 between The Huntington National Bank and National
                 City Bank of Columbus dated May 13, 1997
</TABLE>


                                     - 14 -
<PAGE>   15
<TABLE>
<S>              <C>                                                       <C>
   4(c)          Second Amendment to Second Amended and Restated Loan                    22-29
                 Agreement between Worthington Foods, Inc. and The
                 Huntington National Bank dated May 13, 1997

   10            Worthington Foods, Inc. 1993 Stock Option Plan for        Incorporated herein by reference
                 Non-Employee Directors (reflects share splits and         to the Company's Form S-8
                 amendments through April 22, 1997)                        [Exhibit 4]

   11            Computation of Earnings Per Share                                          30

   27            Financial Data Schedule                                                    31
</TABLE>


                                     - 15 -
<PAGE>   16
EXHIBIT 4(a)

                             SECOND REPLACEMENT NOTE

                          THE HUNTINGTON NATIONAL BANK
                                 Revolving Note

================================================================================

City Office _________________ Division ______________ Branch _______ [ ] Secured

Account No. _______________________________ Note No. _____________ [ ] Unsecured

Account Name ___________________________________________________________________

[ ] Corporation           [ ] Partnership          [ ] Individual/Proprietorship

[ ] Other ______________________________________________________________________

Bank Approval Officer Initial __________ Bank Closing Officer Initial __________

================================================================================
$25,000,000.00                   Columbus, Ohio                     May 13, 1997

         FOR VALUE RECEIVED, the undersigned promises to pay to the order of THE
HUNTINGTON NATIONAL BANK (hereinafter called the "Bank," which term shall
include any holder hereof) at such place as the Bank may designate or, in the
absence of such designation, at any of the Bank's offices, the sum of
Twenty-Five Million and 00/100 Dollars ($25,000,000.00) or so much thereof as
shall have been advanced by the Bank at any time and not hereafter repaid
(hereinafter referred to as "Principal Sum") together with interest as
hereinafter provided and payable at the time(s) and in the manner(s) hereinafter
provided. The proceeds of the loan evidenced hereby may be advanced, repaid and
readvanced in partial amounts during the term of this revolving note ("Note")
and prior to maturity. Each such advance shall be made to the undersigned upon
receipt by the Bank of the undersigned's application therefor and disbursement
instructions, which shall be in such form as the Bank shall from time to time
prescribe. The Bank shall be entitled to rely on any oral or telephonic
communication requesting an advance and/or providing disbursement instructions
hereunder, which shall be received by it in good faith from anyone reasonably
believed by the Bank to be the undersigned, or the undersigned's authorized
agent. The undersigned agrees that all advances made by the Bank will be
evidenced by entries made by the Bank into its electronic data processing system
and/or internal memoranda maintained by the Bank. The undersigned further agrees
that the sum or sums shown on the most recent printout from the Bank's
electronic data processing system and/or on such memoranda shall be rebuttably
presumptive evidence of the amount of the Principal Sum and of the amount of any
accrued interest.

         This Note is executed and the advances contemplated hereunder are to be
made pursuant to a Second Amended and Restated Loan Agreement dated as of June
15, 1993, a First Amendment thereto dated as of October 31, 1995, and a Second
Amendment thereto dated as of May 13, 1997 (hereinafter collectively called
"Loan Agreement"), and all the covenants, representations, agreements, terms,
and conditions contained therein, including but not limited to additional
conditions of default, are incorporated herein as if fully rewritten.


                                     - 16 -
<PAGE>   17
INTEREST

         Interest will accrue on the unpaid balance of the Principal Sum until
paid at a variable rate of interest per annum, which shall change in the manner
set forth below, equal to the Prime Commercial Rate, or at such alternative rate
of interest as may have been selected by the undersigned pursuant to the terms
of the Loan Agreement.

         Upon default, whether by acceleration or otherwise, interest will
accrue on the unpaid balance of the Principal Sum and unpaid interest, if any,
until paid at a variable rate of interest per annum, which shall change in the
manner set forth below, equal to two percentage points (2%) in excess of the
Prime Commercial Rate.

         All interest shall be calculated on the basis of a 360 day year for the
actual number of days the Principal Sum or any part thereof remains unpaid.
There shall be due upon prepayment such additional sums as are provided in the
Loan Agreement.

         As used herein, Prime Commercial Rate shall mean the rate established
by the Bank from time to time based on its consideration of economic, money
market, business and competitive factors. The Prime Commercial Rate is not
necessarily the Bank's most favored rate. Subject to any maximum or minimum
interest rate limitation specified herein or by applicable law, any variable
rate of interest on the obligation evidenced hereby shall change automatically
without notice to the undersigned immediately with each change in the Prime
Commercial Rate to the extent that the Prime Commercial Rate is the applicable
interest rate.


MANNER OF PAYMENT

         The Principal Sum shall be payable on October 31, 2001, unless the Bank
and the undersigned shall hereafter agree in writing to extend that date.
Accrued interest shall be due and payable monthly beginning on May 30, 1997,
except as an alternative date or dates have been elected by the undersigned
pursuant to the terms of the Loan Agreement, and at maturity, whether by demand,
acceleration or otherwise.


SECURITY

         As security for the payment of the obligations evidenced hereby (and
regardless of whether the Principal Sum evidenced hereby is reduced to zero and
thereafter increased an unlimited number of times), the undersigned has granted
Bank a security interest in the following property, including all substitutions
and replacements therefor and additions and accessions thereto, and any and all
products thereof, and any and all cash and non-cash proceeds thereof, including,
but not limited to, notes, drafts, checks, instruments and insurance proceeds
(all, together with any other property in which the Bank shall at any time be
given a security interest, hereinafter referred to as the "Collateral"):

            All the undersigned's inventory, accounts and general intangibles,
            whether now owned or hereafter acquired and wherever located.


                                     - 17 -
<PAGE>   18
         The security described herein is subject to an Intercreditor Agreement
dated October 31, 1995, and amended on even date herewith entered into by and
between the Bank and Principal Mutual Life Insurance Company and the security
interest referred to above may not be sold, assigned or transferred except to a
party that executes and agrees to be bound by the provisions of that agreement.


DEFAULT

         Upon the occurrence of any one or more of the Events of Default
described in Section 12.1 of the Loan Agreement and the expiration of any
applicable cure period, then the Bank may, at its option, without notice or
demand, accelerate the maturity of the obligations evidenced hereby, which
obligations shall become immediately due and payable. In the event the Bank
shall institute any action for the enforcement or collection of the obligations
evidenced hereby, the undersigned agrees to pay all reasonable costs and
expenses of such action, including reasonable attorneys' fees, to the extent
permitted by law.


GENERAL PROVISIONS

         All of the parties hereto, including the undersigned, and any indorser,
surety, or guarantor, hereby severally waive presentment, notice of dishonor,
protest, notice of protest, and diligence in bringing suit against any party
hereto, and consent that, without discharging any of them, the time of payment
may be extended an unlimited number of times before or after maturity without
notice. The Bank shall not be required to pursue any party hereto, including any
guarantor, or to exercise any rights against any Collateral herefor before
exercising any other such rights.

The obligations evidenced hereby may from time to time be evidenced by another
note or notes given in substitution, renewal or extension hereof. Any security
interest or mortgage which secures the obligations evidenced hereby shall remain
in full force and effect notwithstanding any such substitution, renewal, or
extension.

The captions used herein are for reference only and shall not be deemed a part
of this Note. If any of the terms or provisions of this Note shall be deemed
unenforceable, the enforceability of the remaining terms and provisions shall
not be affected. This Note shall be governed by and construed in accordance with
the law of the State of Ohio.


WAIVER OF RIGHT TO TRIAL BY JURY

THE UNDERSIGNED ACKNOWLEDGE THAT, AS TO ANY AND ALL DISPUTES THAT MAY ARISE
BETWEEN THE UNDERSIGNED AND THE BANK, THE COMMERCIAL NATURE OF THE TRANSACTION
OUT OF WHICH THIS NOTE ARISES WOULD MAKE ANY SUCH DISPUTE UNSUITABLE FOR TRIAL
BY JURY. ACCORDINGLY, THE UNDERSIGNED HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY AS
TO ANY AND ALL DISPUTES THAT MAY ARISE RELATING TO THIS NOTE OR TO ANY OF THE
OTHER INSTRUMENTS OR DOCUMENTS EXECUTED IN CONNECTION HEREWITH.


                                     - 18 -
<PAGE>   19
WARRANT OF ATTORNEY

         The undersigned authorizes any attorney at law to appear in any Court
of Record in the State of Ohio or in any state or territory of the United States
after the above indebtedness becomes due, whether by acceleration or otherwise,
to waive the issuing and service of process, and to confess judgment against the
undersigned in favor of the Bank for the amount then appearing due together with
costs of suit, and thereupon to waive all errors and all rights of appeal and
stays of execution.

WARNING-BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL.
IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR
PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU
REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED
GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY
OTHER CAUSE.



                                    WORTHINGTON FOODS, INC.


                                    By: William T. Kirkwood

                                    Its:      EVP/CFO

                                    By: Ronald L. McDermott

                                    Its: Vice President - Research & Technology


                                     - 19 -
<PAGE>   20
EXHIBIT 4(b)



                 FIRST AMENDMENT TO LOAN PARTICIPATION AGREEMENT


         This First Amendment to Loan Participation Agreement (this "First
Amendment") is made and entered into as of this 13th day of May, 1997, by and
between The Huntington National Bank ("Seller") and National City Bank of
Columbus ("Purchaser").


                                    RECITALS:

         A.       On or about October 31, 1995, pursuant to a Loan Participation
Agreement (the "Agreement"), Purchaser purchased from Seller a participation
interest in a commercial loan made by Seller to Worthington Foods, Inc.
("Borrower").

         B.       On or about May 13, 1997, Seller entered into a Second
Amendment (the "Second Amendment") to the Second Amended and Restated Loan
Agreement between Seller and Borrower and increased the revolving credit
available to Borrower from $20,000,000.00 to $25,000,000.00.

         C.       The Seller and Purchaser wish to enter into this First
Amendment to set forth their respective rights and obligations with respect to
the commercial loan from Seller to Borrower as amended by the Second Amendment.

         NOW, THEREFORE, in consideration of the foregoing and mutual covenants
and promises contained herein, Seller and Purchaser do hereby amend the
Agreement and agrees as follows:

         1.       Section 1 of the Agreement is hereby amended to recite in its
                  entirety as follows:

                  a.       "Loan" shall mean the revolving commercial loan in
                  the amount of $25,000,000.00 made by Seller to Borrower and
                  evidenced by the following: a Second Amended and Restated Loan
                  Agreement dated as of June 15, 1993, as amended by a First
                  Amendment to Second Amended and Restated Loan Agreement dated
                  as of October 31, 1995, and a Second Amendment to Second
                  Amended and Restated Loan Agreement dated as of May 15, 1997
                  (collectively, the "Loan Agreement"); a Second Replacement
                  Note dated as of May 13, 1997 (the "Second Replacement Note);
                  and related loan documents, as the amount of that revolving
                  commercial loan may be increased or decreased from time to
                  time in the future by the mutual agreement of Borrower, Seller
                  and Purchaser.

                  b.       "Borrower" shall mean the borrower identified in the
                  recitals to this Agreement and any assignee or successor in
                  interest thereof.

                  c.       "Loan Documents" shall mean the Loan Agreement, the
                  Second Replacement Note, the security documents relating to
                  the Collateral (as hereinafter defined) and all other
                  documents pertaining to the Loan, copies of which have been
                  delivered to Purchaser.


                                     - 20 -
<PAGE>   21
                  d.       "Collateral" shall mean the inventory, accounts and
                  general intangible in which Seller has been granted a security
                  interest in connection with the Loan.

                  e.       "Participation" and "Participation Interest" shall
                  mean the interest of Purchaser in the Loan created hereby
                  equal to $11,250,000.00 as of the date hereof and equal at all
                  times to a forty-five percent (45%) interest in the Loan.

                  f.       "Participation Share" and "Ratably" shall mean a
                  sharing pari passu and in the same portion as the respective
                  percent of ownership interest of Seller and Purchaser in the
                  Loan.

         2.       Except as modified herein, the Agreement and all other
agreements executed in connection therewith shall remain as written originally
and in full force and effect in all respects, and nothing herein shall affect,
modify, limit or impair any of the rights and powers of the parties thereunder.

         3.       Seller and Purchaser agree to perform and observe all of the
covenants, agreements, stipulations and conditions to be formed on each of their
parts under the Agreement and all other related agreements as amended by this
First Amendment.

         4.       Seller and Purchaser hereby represent and warrant to the other
that (a) each has the legal power and authority to execute and deliver this
First Amendment; (b) the officers executing this First Amendment on behalf of
each party hereto have been duly authorized to execute and deliver the same and
bind to the parties with respect to the provisions provided for herein; (c) the
execution and delivery of this First Amendment and the performance and
observance by the parties of the provisions hereof does not violate or conflict
with the articles of incorporation, regulations or bylaws of either party hereto
or any law applicable to either party or result in the breach of any provision
of or constitute a default under any agreement, instrument or document binding
upon or enforceable against either party; and (d) this First Amendment
constitutes a valid and legally binding obligation upon the parties in every
respect.

         5.       The capitalized terms used herein shall have the same meanings
as the capitalized terms used in the Agreement.

         IN WITNESS WHEREOF, the parties have executed this First Amendment to
Loan Participation Agreement as of the date set forth above.

                                    THE HUNTINGTON NATIONAL BANK

                                    By:  Kathleen A. Willke
                                    Its: Assistant Vice President


                                    NATIONAL CITY BANK OF COLUMBUS

                                    By:  William J. Whitley
                                    Its: Senior Vice President


                                     - 21 -
<PAGE>   22
EXHIBIT 4(c)

                     SECOND AMENDMENT TO SECOND AMENDED AND
                             RESTATED LOAN AGREEMENT

This Second Amendment to Second Amended and Restated Loan Agreement (this
"Second Amendment") is entered into at Columbus, Ohio, by and between The
Huntington National Bank (the "Bank"), and Worthington Foods, Inc. (the
"Company"), as of the 13th day of May, 1997.

                                    RECITALS

         A.       On or about June 15, 1993, the Bank and the Company entered
into a Second Amended and Restated Loan Agreement (the "Agreement") that set
forth the terms and conditions of certain loans to the Company, amending prior
loan agreements and related documents; and

         B.       Pursuant to the Agreement and prior loan agreements, the
Company executed and delivered to the Bank a promissory note in the amount of
$5,000,000.00 dated June 15, 1993 (the "Line of Credit Note") and a promissory
note in the amount of $20,000,000.00 dated June 15, 1993 (the "Revolving Note");
and

         C.       On or about October 31, 1995, the Bank and the Company entered
into a First Amendment to the Agreement (the "First Amendment"), which, inter
alia, amended the Agreement to cancel the Line of Credit Note; and

         D.       Pursuant to the Agreement and prior loan agreements, the
Company granted to the Bank a security interest in all the Company's personal
property and fixtures, all as described in a Security Agreement dated as of
January 15, 1990, and related financing statements and other security documents
(the "Security Documents"); and

         E.       The Bank and the Company desire further to amend the terms of
the Agreement and to provide for an increase in the amount of the Loan, a change
in the pricing of the Loan, an extension of the time within which the Company
may obtain advances pursuant to the Loan, and to provide for the replacement of
the Revolving Note.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and promises contained herein, the Bank and the Company do hereby
further amend the Agreement and agree as follows:

         1.       Section 1.1 of the Agreement is hereby amended to recite in
its entirety as follows:

                  1.1      Revolving Credit.

                           The Bank agrees to lend to the Company up to the sum
                  of $25,000,000 (the "Loan"), subject to the terms and
                  conditions of this Agreement. The Loan shall take the form of
                  a revolving credit, and the outstanding principal balance may
                  be increased and decreased an unlimited number of times. The
                  Company's right to obtain advances pursuant to the Loan shall
                  terminate on October 31, 2001 (the "Termination Date").
                  Beginning on October 31, 1996, and continuing on each
                  anniversary of that date, the Bank will consider a request by
                  the Company to extend the Termination Date for one year. The
                  decision as to whether such extension request will be approved
                  shall be in the sole and absolute discretion of the Bank.


                                     - 22 -
<PAGE>   23
         2.       Section 2.2 of the Agreement is hereby amended to recite in
its entirely as follows:

                  2.2      LIBO Rate.

                           The Company may from time to time during the term of
                  this Agreement elect to have interest accrue on all or part of
                  the outstanding principal balances of the Loan at a rate of
                  interest calculated with reference to the LIBO Rate (as
                  hereinafter defined in this section). As to each LIBO Rate
                  Advance (as hereinafter defined in this Section 2.2), the rate
                  of interest shall be equal to nine-tenths of one percent
                  (0.9%) per annum in excess of the LIBO Rate. "LIBO Rate" shall
                  mean, with respect to any LIBO Rate Advance and the related
                  Interest Period (as hereinafter defined in Section 2.5), the
                  per annum rate that is equal to the quotient of:

                  (a)      the actual or estimated arithmetic mean of the per
                           annum rates of interest at which deposits in U.S.
                           dollars, which deposits are for the related Interest
                           Period and in an aggregate amount comparable to the
                           amount of such LIBO Rate Advance, are being offered
                           to U.S. banks by one or more prime banks in the
                           London interbank market, as determined by the Bank in
                           its discretion based upon (i) reference to
                           information appearing in Telerate, a service of
                           Telerate Systems Incorporated, in the section
                           captioned "British Bankers Assoc. Interest Settlement
                           Rates," or any comparable index selected by the Bank,
                           (ii) the obtaining of rate quotations, or (iii) any
                           other reasonable procedure, all as determined at
                           approximately 11:00 a.m. London, England, time, on
                           the second LIBO business day prior to the first day
                           of the related Interest Period; all as determined by
                           the Bank, such sum to be rounded up, if necessary, to
                           the nearest whole multiple of 1/16 of 1%; divided by

                  (b)      a percentage equal to 100% minus the rate (expressed
                           as a percentage), if any, at which reserve
                           requirements are imposed on the Bank, on the second
                           LIBO business day prior to the first day of the
                           related Interest Period, with respect to any
                           "Eurocurrency liabilities" under Regulation D of the
                           Board of Governors of the Federal Reserve System or
                           any other regulations of any governmental authority
                           having jurisdiction with respect thereto (including,
                           without limitation, any marginal, emergency,
                           supplemental, special or other reserves) for a term
                           comparable to such Interest Period. This provision is
                           for the benefit of the Bank and is not intended to
                           increase the expected yield to the Bank above the
                           rates of interest provided for in this Agreement.

                  "LIBO Rate Advance" shall mean any amount borrowed as part of
                  the Loans that bears interest at a rate calculated with
                  reference to the LIBO Rate; provided, however, that the
                  minimum amount of any LIBO Rate Advance shall be $1,000,000.
                  "LIBO business day" shall mean, with respect to any LIBO Rate
                  Advance, a day which is both a day on which the Bank is open
                  for business and a day on which dealings in U.S. dollar
                  deposits are carried out in the London interbank market.


                                     - 23 -
<PAGE>   24
         3.       Section 3 of the Agreement is hereby amended to recite in its
entirety as follows:

                  SECTION 3. EVIDENCE OF THE LOANS AND TERMS OF PAYMENT.

                           The Loan shall be evidenced by a promissory note in
                  the form of Exhibit A to the Second Amendment to Second
                  Amended and Restated Loan Agreement (the "Second Replacement
                  Note"), as the same may be modified from time to time, or by
                  any notes subsequently executed in substitution therefor.
                  Repayment of the Loan shall be made in accordance with the
                  terms of the note then outstanding pursuant to this Agreement.

         4.       The Company hereby represents and warrants that no "Event of
Default," as defined in the Agreement, has occurred and is continuing, nor will
any occur immediately after the execution and delivery of this Second Amendment
by the performance or observance of any provision hereof or thereof.

         5.       Each reference to the Agreement, whether by use of the phrase
"Loan Agreement," "Agreement," the prefix "herein" or any other term, and
whether contained in the Agreement itself or in this Second Amendment, in any
document executed concurrently herewith or in any loan documents executed
hereafter, shall be construed as a reference to the Agreement as amended by the
First Amendment and this Second Amendment.

         6.       Except as modified herein and by the First Amendment and
except as the Replacement Note is cancelled and replaced by the Second
Replacement Note, the Agreement, the Loan Documents and all other agreements as
to payment or security executed in connection therewith shall remain as written
originally and in full force and effect in all respects, and nothing herein
shall affect, modify, limit or impair any of the rights and powers which the
Bank may have thereunder.

         7.       The Company agrees to perform and observe all the covenants,
agreements, stipulations, and conditions to be performed on its part under the
Agreement, the Second Replacement Note, the Loan Documents, and all other
related agreements, as amended by this Second Amendment.

         8.       The Company hereby represents and warrants to the Bank that
(a) the Company has legal power and authority to execute and deliver the Second
Amendment and the Second Replacement Note; (b) the officer executing the within
Second Amendment and the Second Replacement Note on behalf of the Company has
been duly authorized to execute and deliver the same and bind the Company with
respect to the provisions provided for herein and therein; (c) the execution and
delivery of the within Second Amendment and the Second Replacement Note by the
Company and the performance and observance by the Company of the provisions
hereof and thereof do not violate or conflict with the articles of
incorporation, regulations or by-laws of the Company or any law applicable to
the Company or result in the breach of any provision of or constitute a default
under any agreement, instrument or document binding upon or enforceable against
the Company; and (d) this Second Amendment and the Second Replacement Note
constitute valid and legally binding obligations upon the Company in every
respect.


                                     - 24 -
<PAGE>   25
         9.       The capitalized terms used herein shall have the same meanings
as the capitalized terms used in the Agreement.


         IN WITNESS WHEREOF, the Company and the Bank have hereunto set their
hands at Columbus, Ohio, as of the 13th day May, 1997.


                                    WORTHINGTON FOODS, INC.

                                    By: William T. Kirkwood
                                    Its: EVP/CFO

                                    By: Ronald L. McDermott
                                    Its: Vice President - Research & Technology



                                    THE HUNTINGTON NATIONAL BANK

                                    By:  Dean E. Haberkamp
                                    Its: Vice President


                                     - 25 -
<PAGE>   26
                                    EXHIBIT A

                             SECOND REPLACEMENT NOTE

                          THE HUNTINGTON NATIONAL BANK
                                 Revolving Note

================================================================================

City Office _________________ Division ______________ Branch _______ [ ] Secured

Account No. _______________________________ Note No. _____________ [ ] Unsecured

Account Name ___________________________________________________________________

[ ] Corporation           [ ] Partnership          [ ] Individual/Proprietorship

[ ] Other ______________________________________________________________________

Bank Approval Officer Initial __________ Bank Closing Officer Initial __________

================================================================================
$25,000,000.00                   Columbus, Ohio                     May 13, 1997


         FOR VALUE RECEIVED, the undersigned promises to pay to the order of THE
HUNTINGTON NATIONAL BANK (hereinafter called the "Bank," which term shall
include any holder hereof) at such place as the Bank may designate or, in the
absence of such designation, at any of the Bank's offices, the sum of
Twenty-Five Million and 00/100 Dollars ($25,000,000.00) or so much thereof as
shall have been advanced by the Bank at any time and not hereafter repaid
(hereinafter referred to as "Principal Sum") together with interest as
hereinafter provided and payable at the time(s) and in the manner(s) hereinafter
provided. The proceeds of the loan evidenced hereby may be advanced, repaid and
readvanced in partial amounts during the term of this revolving note ("Note")
and prior to maturity. Each such advance shall be made to the undersigned upon
receipt by the Bank of the undersigned's application therefor and disbursement
instructions, which shall be in such form as the Bank shall from time to time
prescribe. The Bank shall be entitled to rely on any oral or telephonic
communication requesting an advance and/or providing disbursement instructions
hereunder, which shall be received by it in good faith from anyone reasonably
believed by the Bank to be the undersigned, or the undersigned's authorized
agent. The undersigned agrees that all advances made by the Bank will be
evidenced by entries made by the Bank into its electronic data processing system
and/or internal memoranda maintained by the Bank. The undersigned further agrees
that the sum or sums shown on the most recent printout from the Bank's
electronic data processing system and/or on such memoranda shall be rebuttably
presumptive evidence of the amount of the Principal Sum and of the amount of any
accrued interest.

         This Note is executed and the advances contemplated hereunder are to be
made pursuant to a Second Amended and Restated Loan Agreement dated as of June
15, 1993, a First Amendment thereto dated as of October 31, 1995, and a Second
Amendment thereto dated as of May 13, 1997 (hereinafter collectively called
"Loan Agreement"), and all the covenants, representations, agreements, terms,
and conditions contained therein, including but not limited to additional
conditions of default, are incorporated herein as if fully rewritten.


                                     - 26 -
<PAGE>   27
INTEREST

         Interest will accrue on the unpaid balance of the Principal Sum until
paid at a variable rate of interest per annum, which shall change in the manner
set forth below, equal to the Prime Commercial Rate, or at such alternative rate
of interest as may have been selected by the undersigned pursuant to the terms
of the Loan Agreement.

         Upon default, whether by acceleration or otherwise, interest will
accrue on the unpaid balance of the Principal Sum and unpaid interest, if any,
until paid at a variable rate of interest per annum, which shall change in the
manner set forth below, equal to two percentage points (2%) in excess of the
Prime Commercial Rate.

         All interest shall be calculated on the basis of a 360 day year for the
actual number of days the Principal Sum or any part thereof remains unpaid.
There shall be due upon prepayment such additional sums as are provided in the
Loan Agreement.

         As used herein, Prime Commercial Rate shall mean the rate established
by the Bank from time to time based on its consideration of economic, money
market, business and competitive factors. The Prime Commercial Rate is not
necessarily the Bank's most favored rate. Subject to any maximum or minimum
interest rate limitation specified herein or by applicable law, any variable
rate of interest on the obligation evidenced hereby shall change automatically
without notice to the undersigned immediately with each change in the Prime
Commercial Rate to the extent that the Prime Commercial Rate is the applicable
interest rate.


MANNER OF PAYMENT

         The Principal Sum shall be payable on October 31, 2001, unless the Bank
and the undersigned shall hereafter agree in writing to extend that date.
Accrued interest shall be due and payable monthly beginning on May 30, 1997,
except as an alternative date or dates have been elected by the undersigned
pursuant to the terms of the Loan Agreement, and at maturity, whether by demand,
acceleration or otherwise.


SECURITY

         As security for the payment of the obligations evidenced hereby (and
regardless of whether the Principal Sum evidenced hereby is reduced to zero and
thereafter increased an unlimited number of times), the undersigned has granted
Bank a security interest in the following property, including all substitutions
and replacements therefor and additions and accessions thereto, and any and all
products thereof, and any and all cash and non-cash proceeds thereof, including,
but not limited to, notes, drafts, checks, instruments and insurance proceeds
(all, together with any other property in which the Bank shall at any time be
given a security interest, hereinafter referred to as the "Collateral"):

            All the undersigned's inventory, accounts and general intangibles,
            whether now owned or hereafter acquired and wherever located.


                                     - 27 -
<PAGE>   28
         The security described herein is subject to an Intercreditor Agreement
dated October 31, 1995, and amended on even date herewith entered into by and
between the Bank and Principal Mutual Life Insurance Company and the security
interest referred to above may not be sold, assigned or transferred except to a
party that executes and agrees to be bound by the provisions of that agreement.


DEFAULT

         Upon the occurrence of any one or more of the Events of Default
described in Section 12.1 of the Loan Agreement and the expiration of any
applicable cure period, then the Bank may, at its option, without notice or
demand, accelerate the maturity of the obligations evidenced hereby, which
obligations shall become immediately due and payable. In the event the Bank
shall institute any action for the enforcement or collection of the obligations
evidenced hereby, the undersigned agrees to pay all reasonable costs and
expenses of such action, including reasonable attorneys' fees, to the extent
permitted by law.


GENERAL PROVISIONS

         All of the parties hereto, including the undersigned, and any indorser,
surety, or guarantor, hereby severally waive presentment, notice of dishonor,
protest, notice of protest, and diligence in bringing suit against any party
hereto, and consent that, without discharging any of them, the time of payment
may be extended an unlimited number of times before or after maturity without
notice. The Bank shall not be required to pursue any party hereto, including any
guarantor, or to exercise any rights against any Collateral herefor before
exercising any other such rights.

The obligations evidenced hereby may from time to time be evidenced by another
note or notes given in substitution, renewal or extension hereof. Any security
interest or mortgage which secures the obligations evidenced hereby shall remain
in full force and effect notwithstanding any such substitution, renewal, or
extension.

The captions used herein are for reference only and shall not be deemed a part
of this Note. If any of the terms or provisions of this Note shall be deemed
unenforceable, the enforceability of the remaining terms and provisions shall
not be affected. This Note shall be governed by and construed in accordance with
the law of the State of Ohio.


WAIVER OF RIGHT TO TRIAL BY JURY

THE UNDERSIGNED ACKNOWLEDGE THAT, AS TO ANY AND ALL DISPUTES THAT MAY ARISE
BETWEEN THE UNDERSIGNED AND THE BANK, THE COMMERCIAL NATURE OF THE TRANSACTION
OUT OF WHICH THIS NOTE ARISES WOULD MAKE ANY SUCH DISPUTE UNSUITABLE FOR TRIAL
BY JURY. ACCORDINGLY, THE UNDERSIGNED HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY AS
TO ANY AND ALL DISPUTES THAT MAY ARISE RELATING TO THIS NOTE OR TO ANY OF THE
OTHER INSTRUMENTS OR DOCUMENTS EXECUTED IN CONNECTION HEREWITH.


                                     - 28 -
<PAGE>   29
WARRANT OF ATTORNEY

         The undersigned authorizes any attorney at law to appear in any Court
of Record in the State of Ohio or in any state or territory of the United States
after the above indebtedness becomes due, whether by acceleration or otherwise,
to waive the issuing and service of process, and to confess judgment against the
undersigned in favor of the Bank for the amount then appearing due together with
costs of suit, and thereupon to waive all errors and all rights of appeal and
stays of execution.

WARNING-BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL.
IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR
PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU
REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED
GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY
OTHER CAUSE.



                                    WORTHINGTON FOODS, INC.


                                    By: ____________________________________

                                    Its: ___________________________________

                                    By: ____________________________________

                                    Its: ___________________________________


                                     - 29 -
<PAGE>   30
EXHIBIT 11

                             WORTHINGTON FOODS, INC.
                        COMPUTATION OF EARNINGS PER SHARE


<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED                SIX MONTHS ENDED
                                                     7/4/97          6/28/96           7/4/97          6/28/96
                                                   ----------       ----------       ----------       ----------
<S>                                                <C>              <C>              <C>              <C>
Primary:

Weighted average number of common
  shares outstanding                                8,638,404        8,488,383        8,616,141        8,486,733

Net effect of dilutive stock options based
  on treasury stock method using average
  market price                                        366,786          315,872          370,338          305,592
                                                   ----------       ----------       ----------       ----------

Weighted average common and common
  equivalent shares                                 9,005,190        8,804,255        8,986,479        8,792,325
                                                   ==========       ==========       ==========       ==========

Net income                                         $2,535,000       $1,991,000       $4,390,000       $3,278,000
                                                   ==========       ==========       ==========       ==========

Earnings per share                                 $     0.28       $     0.23       $     0.49       $     0.37
                                                   ==========       ==========       ==========       ==========


Fully diluted:

Weighted average number of common
  shares outstanding                                8,638,404        8,488,383        8,616,141        8,486,733

Net effect of dilutive stock options based
  on treasury stock method using market
  price at end of period if greater than the
  average market price during the period              400,702          340,645          417,836          341,315
                                                   ----------       ----------       ----------       ----------

Weighted average common and common
  equivalent shares                                 9,039,106        8,829,028        9,033,977        8,828,048
                                                   ==========       ==========       ==========       ==========

Net income                                         $2,535,000       $1,991,000       $4,390,000       $3,278,000
                                                   ==========       ==========       ==========       ==========

Earnings per share                                 $     0.28       $     0.22       $     0.49       $     0.37
                                                   ==========       ==========       ==========       ==========
</TABLE>

Note: 1996 share amounts have been adjusted to reflect the four-for-three share
split in December, 1996.


                                     - 30 -