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 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 May 9, 1997
__________________________                            __________________________
Common stock, no par value                                    8,634,210


                            Exhibit Index at Page 13

                                  Page 1 of 15

<PAGE>

                     WORTHINGTON FOODS, INC. AND SUBSIDIARY

                                      INDEX


                                                                        Page No.
    PART I   FINANCIAL INFORMATION

  Item 1.Financial Statements

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

         Condensed Consolidated Statements of Income -
           For the three month periods ended April 4, 1997
           and March 29, 1996                                                5

         Condensed Consolidated Statements of Cash Flows -
           For the three month periods ended April 4, 1997
           and March 29, 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 Risks      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

  Signature                                                                 12

  Exhibit Index                                                             13

         Exhibit 11 - Computation of Earnings Per Share                     14

         Exhibit 27 - Financial Data Schedule                               15



                                      -2-
<PAGE>


Item 1.
Financial Statements


                     Worthington Foods, Inc. And Subsidiary
                      Condensed Consolidated Balance Sheets


                                                             4/4/97     12/31/96
                                                          (Unaudited)  (Audited)
                                                              (000's omitted)
ASSETS

Current Assets
    Cash                                                    $   733      $   811
    Accounts receivable less allowance                        7,555        8,664
      (1997 - $126; 1996 - $100)
    Inventories:
        Finished goods                                       14,867       11,618
        Work in process                                       1,266          830
        Raw materials                                         4,272        3,170
        Packaging materials and supplies                      1,879        1,801
                                                            -------      -------
                                                             22,284       17,419

    Income taxes                                               --            128
    Prepaid expenses and other                                3,485        2,330
                                                            -------      -------
        Total Current Assets                                 34,057       29,352



    Property, Plant and Equipment
        Land                                                    817          817
        Building and improvements                            22,913       22,746
        Machinery and equipment                              42,487       40,832
        Furniture and fixtures                                1,764        1,693
        Construction in progress                              7,060        5,082
                                                            -------      -------
                                                             75,041       71,170
        Less accumulated depreciation and amortization       22,619       21,608
                                                            -------      -------
                                                             52,422       49,562


    Goodwill                                                    916          997
    Other intangible assets                                     779          827
                                                            -------      -------
                                                              1,695        1,824

              TOTAL ASSETS                                  $88,174      $80,738
                                                            =======      =======


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


                                      -3-
<PAGE>
<TABLE>

                     Worthington Foods, Inc. And Subsidiary
                      Condensed Consolidated Balance Sheets


                                                                          4/4/97       12/31/96
                                                                         --------     ----------
                                                                       (Unaudited)     (Audited)
                                                                             (000's omitted)
LIABILITIES AND SHAREHOLDERS' EQUITY

<S>                                                                       <C>          <C>    
Current Liabilities
    Accounts payable (including outstanding checks $767 in 1996)          $ 3,594      $ 4,608
    Accrued compensation                                                      382        1,435
    Other accrued expenses                                                  2,171        1,549
    Current portion of long-term debt and capital lease obligations         1,630        1,630
    Income taxes                                                              977         --
                                                                          -------      -------
        Total Current Liabilities                                           8,754        9,222



Long-Term Liabilities
    Long-term debt and capital lease obligations                           23,732       17,960
    Deferred income taxes                                                   4,965        4,825
                                                                          -------      -------
        Total Long-Term Liabilities                                        28,697       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 8,634,210 shares in 1997 and 8,544,676 in 1996                  8,634        8,545
    Additional paid-in capital                                             12,888       12,625
    Retained earnings                                                      29,201       27,561
                                                                          -------      -------
                                                                           50,723       48,731
                                                                          -------      -------

        TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                        $88,174      $80,738
                                                                          =======      =======

</TABLE>

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


                                      -4-
<PAGE>
<TABLE>

                     Worthington Foods, Inc. And Subsidiary
                   Condensed Consolidated Statements Of Income




                                                                  Three Months Ended
                                                               4/4/97          3/29/96
                                                              --------        ---------
                                                                    (Unaudited)
                                                      (000's omitted, except per share data)
 
<S>                                                          <C>             <C>       
Net sales                                                    $   26,489      $   24,353
Cost of goods sold                                               15,555          15,069
                                                             ----------      ----------
   Gross profit                                                  10,934           9,284

Selling and distribution expenses                                 6,149           5,690
General and administrative expenses                                 892             838
Research and development expenses                                   373             337
                                                             ----------      ----------
                                                                  7,414           6,865
                                                             ----------      ----------
Income from operations                                            3,520           2,419

Interest expense                                                    376             237
                                                             ----------      ----------
Income before income taxes                                        3,144           2,182

Provision for income taxes                                        1,289             895
                                                             ----------      ----------
Net income                                                   $    1,855      $    1,287
                                                             ==========      ==========

Earnings per share:
     Primary                                                 $     0.21      $     0.15
                                                             ==========      ==========
     Fully diluted                                           $     0.21      $     0.15
                                                             ==========      ==========

Dividends per share                                          $    0.025      $     0.02
                                                             ==========      ==========



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

     Primary                                                  8,967,438       8,779,828
     Fully diluted                                            8,970,969       8,790,509



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.

</TABLE>

                                      -5-
<PAGE>
<TABLE>

                     Worthington Foods, Inc. And Subsidiary
                 Condensed Consolidated Statements Of Cash Flows



                                                                        Three Months Ended
                                                                      4/4/97         3/29/96
                                                                     --------       ---------
                                                                            (Unaudited)
                                                                          (000's omitted)

<S>                                                                  <C>            <C>     
Operating activities:
  Net income                                                         $  1,855       $  1,287
  Adjustments to reconcile net income to net cash provided
    by operating activities:
    Depreciation                                                        1,011            794
     Deferred income taxes                                                140             90
    Amortization of intangible assets                                     138             89
    Deferred compensation                                                --               11
    Cash provided by (used for) current assets and liabilities:
      Accounts receivable                                               1,109            894
      Inventories                                                      (4,865)          (860)
      Prepaid expenses and other                                       (1,154)          (630)
      Accounts payable and accrued expenses                            (1,446)        (3,665)
      Income taxes                                                      1,106            790
    (Increase) decrease in other assets                                    (9)            19
                                                                     --------       --------

  Net cash used for operating activities                               (2,115)        (1,181)


Investing activities:
  Purchases of property, plant and equipment, net                      (3,872)        (3,529)
                                                                     --------       --------
  Net cash used for investing activities                               (3,872)        (3,529)


Financing activities:
  Proceeds from line of credit and long-term borrowings                16,399         20,025
  Payments on line of credit and long-term borrowings                 (10,627)       (16,091)
  Proceeds from the issuance of common shares                             353             61
  Dividends paid                                                         (216)          (191)
                                                                     --------       --------
  Net cash provided by financing activities                             5,909          3,804



Net decrease in cash                                                      (78)          (906)
Cash at beginning of period                                               811            963
                                                                     --------       --------
Cash at end of period                                                $    733       $     57
                                                                     ========       ========


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

</TABLE>
                                      -6-
<PAGE>


                     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 period ended April 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 April 22, 1997 meeting  declared a $0.025 per
     share  dividend  payable July 25, 1997 to  shareholders  of record June 27,
     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 periods ended April 4, 1997 and March 29,
     1996, respectively.

<TABLE>
                                                                   Three Months Ended
                                                                 4/4/97         3/29/96
<S>                                                             <C>             <C>      
Basic:
    Weighted average number of common shares outstanding        8,594,589       8,485,045
                                                               ==========      ==========
     Net income                                                $1,855,000      $1,287,000
                                                               ==========      ==========
     Earnings per share                                        $     0.22      $     0.15
                                                               ==========      ==========

Diluted:
    Weighted average number of common shares outstanding        8,594,589       8,485,045
     Net effect of dilutive stock options based on                372,849         294,783
                                                               ----------      ----------
treasury stock
        method using average market price
     Weighted average common and common equivalent shares       8,967,438       8,779,828
                                                               ==========      ==========
     Net income                                                $1,855,000      $1,287,000
                                                               ==========      ==========
     Earnings per share                                        $     0.21      $     0.15
                                                               ==========      ==========

</TABLE>

                                      -7-
<PAGE>



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.

                                                     Three Months Ended
                                                   4/4/97         3/29/96
                                                  --------       ---------

Net sales                                          100.0%          100.0%
Cost of goods sold                                  58.7            61.9
                                                   -----           -----
  Gross profit                                      41.3            38.1
Selling and distribution expenses                   23.2            23.4
General and administrative expenses                  3.4             3.4
Research and development expenses                    1.4             1.4
                                                   -----           -----
                                                    28.0            28.2
                                                   -----           -----
Income from operations                              13.3             9.9
Interest expense                                     1.4              .9
                                                   -----           -----
Income before income taxes                          11.9             9.0
Provision for income taxes                           4.9             3.7
                                                   -----           -----

Net income                                           7.0%            5.3%
                                                   =====           =====

Provision for income taxes as a percentage
 of income before income taxes                      41.0%           41.0%
                                                   =====           =====



First Quarter of 1997 Compared to 1996

Net sales for the first  quarter  ended  April 4, 1997  increased  approximately
$2,136,000  or 8.8% over the similar  prior year period.  Net sales in the first
quarter  of 1997 to the  Company's  Specialty  Markets  (Seventh-day  Adventist,
Health Food, and International)  decreased  approximately  $345,000 or 4.2% from
the similar  prior year period.  This  decrease is  attributed  to strong fourth
quarter 1996 purchases  which affected  sales to the  Seventh-day  Adventist and
International  markets  for  the  first  quarter  of  1997.  Net  sales  to  the
Seventh-day Adventist and International markets decreased approximately $344,000
and $281,000 or 7.7% and 18.5% from the similar  prior year period.  Solid gains
were  achieved in the Health Food  market as net sales  increased  approximately
$281,000 or 12.5% over the similar prior year period.

Foodservice sales for the first quarter of 1997 increased approximately $528,000
or 20.4% over the similar prior year period. Several important distributors have
been added to the Company's list of foodservice accounts.  Foodservice continues
to be a growth market and an area of increased focus for the Company.



                                      -8-
<PAGE>



Net sales of Morningstar  Farms products to supermarkets in the first quarter of
1997  increased  approximately  $1,953,000  or 14.4% over the similar prior year
period.  Net sales of Morningstar  Farms meat alternative  products in the first
quarter of 1997  increased  approximately  $1,887,0000 or 17.6% over the similar
prior year period.  The increase in sales of Morningstar Farms meat alternatives
can  be  attributed  to new  products  and  expanded  distribution  of  existing
products.  Three new  Morningstar  Farms products were  introduced into selected
United  States  markets in early  February,  1997.  Chik  Nuggets have been well
received by buyers and  consumers in  supermarkets  with over 10%  distribution.
Burger  Crumbles  for Recipes and Sausage  Crumbles  for Recipes are new low-fat
substitutes  for cooked ground beef and sausage.  The products are  individually
quick frozen pieces of vegetable  protein already cooked and ready for spaghetti
sauce,  pizza  toppings,  chili, or any recipe calling for cooked ground meat or
sausage.  Net sales of Morningstar  Farms frozen egg  substitutes  for the first
quarter of 1997 increased  approximately  $66,000 or 2.4% over the similar prior
year period. The Company does not expect this trend to continue.

Gross  profit  as a  percentage  of net  sales  for the  first  quarter  of 1997
increased from 38.1% in 1996 to 41.3% in 1997. Gross profit in the first quarter
of 1997 also  increased  from 40.4% which was reported for the fourth quarter of
1996. The improved gross profit  percentage is a result of continued  efforts to
control  and  reduce  material  costs,  improve  operating  efficiencies  at the
Company's   two   manufacturing   facilities,   the   elimination   of  contract
manufacturers,  and a modest  price  increase  which  went  into  effect in late
December, 1996.

Selling and  distribution  expenses for the first quarter of 1997 decreased as a
percentage of net sales from 23.4% in 1996 to 23.2% in 1997.  Marketing expenses
were  increased  in early 1997 to support the  introduction  of new products and
expand the  distribution  of existing  products;  however,  these  expenses were
favorably offset by the efficiencies gained through higher sales volume. General
and administrative  expenses, as well as research and development expenses, were
comparable to prior year percentages.

Interest expense for the first quarter of 1997 increased  approximately $139,000
or 58.6% over the similar prior year period.  This 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 first  quarter of 1997  increased  approximately  $568,000 or
44.1% over the similar prior year period. The increase is primarily attributable
to increased  sales,  increased  gross profit  percentages,  and lower  selling,
general and  administrative  expenses as a percentage  of net sales,  which were
partially offset by higher interest costs.



Liquidity And Capital Resources

The Company relies on cash generated from operations and a $20,000,000 revolving
credit  facility  as its  principal  sources  of  liquidity.  As of May 9, 1997,
$1,975,000  of this  credit  facility  was  unused.  The  Company  is  currently
negotiating  with its lending  institutions  to increase  the  revolving  credit
facility to $25,000,000. The Company anticipates that these negotiations will be
favorable.  The Company believes that this 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 is well underway. This 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  May  9,  1997,
approximately $4,500,000 of the $11,500,000 has been paid.

Net cash  used  for  operating  activities  during  the  first  quarter  of 1997
increased  from the  similar  prior  year  period,  primarily  due to changes in
operating assets and liabilities, partially offset by an increase in net income.


                                      -9-
<PAGE>




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

Net cash  provided  by  financing  activities  during the first  quarter of 1997
increased  from the similar  prior year period due to higher  average  borrowing
levels  associated  with  the  Company's  capital  expansion  at its  Zanesville
facility, and higher inventory levels to support future sales growth.



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 sales 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  Form 10-K for
the year ended December 31, 1996.



Item 3.
Quantitative and Qualitative Disclosures About Market Risk

Not Applicable


                                      -10-
<PAGE>



                           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
             On April 22, 1997, an Annual Meeting of  Shareholders  was
             held. The following directors were elected:

<TABLE>
                                      For        Withheld    Votes Not Cast    Broker Non-Votes
                                      ---        --------    --------------    ---------------- 
<S>                                <C>            <C>          <C>                      
Emil J. Brolick                    6,928,814      156,441      1,492,543              --

Francisco J. Perez                 6,930,531      154,724      1,492,543              --

Donald B. Shackelford              6,934,634      150,621      1,492,543              --

</TABLE>

          The  following  directors  continued  their term of  office:  Roger D.
          Blackwell,  Allan R. Buller,  George T. Harding, IV, Donald G. Orrick,
          William D. Parker, and Dale E. Twomley.

          The  shareholders  approved by a vote of  6,732,258  to 306,470,  with
          46,527 votes  abstained,  and 1,492,543  votes not cast,  the proposed
          amendment  to Article  Fourth of the  Company's  Amended and  Restated
          Articles of Incorporation to increase the authorized  number of common
          shares from 15,000,000 to 30,000,000.  The shareholders  also approved
          the amendment of the Worthington  Foods,  Inc., 1993 Stock Option Plan
          for Non-Employee  Directors by a vote of 5,789,397 to 1,174,519,  with
          121,339 votes  abstained,  and 1,492,543 votes not cast. There were no
          broker non-votes with regards to the two proposals mentioned above.


         Item 5.   Other Information
                      Not Applicable

         Item 6.   Exhibits and Reports on Form 8-K

                      (a)   Exhibits
                            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 April 4, 1997.



                                      -11-
<PAGE>

                                    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: May 15, 1997                          By: /s/ WILLIAM T. KIRKWOOD
                                                _______________________________
                                                    William T. Kirkwood
                                                    Executive Vice President and
                                                    Chief Financial Officer


                                      -12-

<PAGE>

                                  EXHIBIT INDEX



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



      Exhibit No.                                                    Page No.

         11         Computation of Earnings Per Share                   14

         27         Financial Data Schedule                             15




                                      -13-