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 September 27, 1996
                                      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)


      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 November 6, 1996
  --------------------------                   -------------------------------
  Common stock, no par value                              6,389,218



                           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 -
               September 27, 1996 and December 31, 1995...............   3-4
             Condensed Consolidated Statements of Income -
               For the three month and nine month periods ended
               September 27, 1996 and September 29, 1995..............     5
             Condensed Consolidated Statements of Cash Flows -
               For the nine month periods ended September 27, 1996
                 and September 29, 1995...............................     6

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


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




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>


                    WORTHINGTON FOODS, INC. AND SUBSIDIARY
                     CONDENSED CONSOLIDATED BALANCE SHEETS



                                                              9/27/96   12/31/95
                                                              -------   --------
                                                          (Unaudited)  (Audited)
                                                              (000's omitted)
ASSETS

Current Assets
   Cash                                                       $   447    $   963
   Accounts receivable less allowance                           8,038      7,436
     (1996 - $158; 1995 - $100)
   Inventories:
      Finished goods                                           10,813     10,403
      Work in process                                           1,061        769
      Raw materials                                             4,277      4,920
      Packaging materials and supplies                          1,811      1,900
                                                              -------    -------
                                                               17,962     17,992


   Prepaid expenses and other                                   2,451      1,606
                                                              -------    -------
      Total Current Assets                                     28,898     27,997



   Property, Plant and Equipment
      Land                                                        817        817
      Building and improvements                                21,764     16,621
      Machinery and equipment                                  39,740     33,490
      Furniture and fixtures                                    1,465      1,089
      Construction in progress                                  4,004      5,819
                                                              -------    -------
                                                               67,790     57,836
      Less accumulated depreciation and amortization           20,641     18,021
                                                              -------    -------
                                                               47,149     39,815


   Goodwill                                                     1,077      1,319
   Other intangible assets                                        896        802
                                                              -------    -------
                                                                1,973      2,121

            TOTAL ASSETS                                      $78,020    $69,933
                                                              =======    =======



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



                                                                      9/27/96        12/31/95
                                                                      -------        --------
                                                                    (Unaudited)     (Audited)
                                                                         (000's omitted)
LIABILITIES AND SHAREHOLDERS' EQUITY
<S>                                                                   <C>            <C>     
Current Liabilities
   Accounts payable (including outstanding checks
    of $1,403 in 1996 and $1,597 in 1995)                             $ 5,082        $  6,575
   Accrued compensation                                                 1,152           1,208
   Other accrued expenses                                               1,189           1,547
   Current portion of long-term debt and capital lease obligations      1,581           1,581
   Income taxes                                                           331              99
                                                                      -------        --------
      Total Current Liabilities                                         9,335          11,010



Long-Term Liabilities
   Long-term debt and capital lease obligations                        17,584          12,790
Deferred income taxes                                                   4,426           4,165
                                                                      -------        --------
      Total Long-Term Liabilities                                      22,010          16,955



Shareholders' Equity
   Preferred shares, no par value, authorized  2,000,000 shares,
    none issued                                                          --              --
   Common shares, $1.00 stated value, authorized 15,000,000 shares,
    issued 6,389,218 shares in 1996 and 6,356,884 in 1995               6,389           6,357
   Additional paid-in capital                                          14,714          14,677
   Retained earnings                                                   25,572          20,955
   Less deferred compensation                                            --               (21)
                                                                      -------        --------
                                                                       46,675          41,968
                                                                      -------        --------

      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                      $78,020        $ 69,933
                                                                      =======        ========

</TABLE>





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



                                     - 4 -


<PAGE>



                    WORTHINGTON FOODS, INC. AND SUBSIDIARY
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME


<TABLE>

                                          Three Months Ended         Nine Months Ended
                                         9/27/96      9/29/95      9/27/96       9/29/95
                                         -------      -------      -------       -------
                                                           (Unaudited)
                                            (000's omitted, except per share data)

<S>                                    <C>          <C>          <C>          <C>       
Net sales                              $   27,259   $   22,256   $   79,160   $   66,079
Cost of goods sold                         16,288       13,211       48,124       39,558
                                       ----------   ----------   ----------   ----------
   Gross profit                            10,971        9,045       31,036       26,521

Selling and distribution expenses           6,484        5,433       18,355       15,989
General and administrative expenses           796          784        2,601        2,409
Research and development expenses             320          307          990          887
                                       ----------   ----------   ----------   ----------
                                            7,600        6,524       21,946       19,285
                                       ----------   ----------   ----------   ----------
Income from operations                      3,371        2,521        9,090        7,236

Interest expense                              341          273          927          884
                                       ----------   ----------   ----------   ----------
Income before income taxes                  3,030        2,248        8,163        6,352

Provision for income taxes                  1,117          921        2,972        2,604
                                       ----------   ----------   ----------   ----------
Net income                             $    1,913   $    1,327   $    5,191   $    3,748
                                       ==========   ==========   ==========   ==========

Earnings per share:
     Primary                           $     0.29   $     0.20   $     0.78   $     0.58
                                       ==========   ==========   ==========   ==========
     Fully Diluted                     $     0.28   $     0.20   $     0.78   $     0.58
                                       ==========   ==========   ==========   ==========

Dividends per share                    $     0.03   $     0.03   $     0.09   $     0.08
                                       ==========   ==========   ==========   ==========



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

     Primary                            6,660,402    6,540,830    6,620,608    6,479,314

     Fully Diluted                      6,688,557    6,540,830    6,686,121    6,523,803


</TABLE>


Note: 1995 share amounts have been adjusted to reflect the five-for-four share
split in December, 1995.


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


                                     - 5 -


<PAGE>



                    WORTHINGTON FOODS, INC. AND SUBSIDIARY
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>


                                                                   Nine Months Ended
                                                                 9/27/96      9/29/95
                                                                 -------      -------
                                                                      (Unaudited)
                                                                   (000's omitted)

<S>                                                              <C>         <C>     
Operating activities:
  Net income                                                     $  5,191    $  3,748
  Adjustments to reconcile net income to net cash provided
    by operating activities:
   Depreciation                                                     2,756       2,163
     Deferred income taxes                                            261         977
   Amortization of intangible assets                                  268         268
   Deferred compensation                                               21          31
   Cash provided by (used for) current assets and liabilities:
     Accounts receivable                                             (669)       (568)
     Inventories                                                       29      (1,456)
     Prepaid expenses and other                                      (845)       (113)
     Accounts payable and accrued expenses                         (1,908)        190
     Income taxes                                                     233      (1,497)
   (Increase) decrease in other assets                                (52)        203
                                                                 --------    --------

  Net cash provided by operating activities                         5,285       3,946


Investing activities:
  Purchases of property, plant and equipment, net                 (10,090)     (3,510)
                                                                 --------    --------
  Net cash used for investing activities                          (10,090)     (3,510)


Financing activities:
  Proceeds from line of credit and long-term borrowings            34,775      20,275
  Payments on line of credit and long-term borrowings             (29,981)    (21,264)
  Proceeds from the issuance of common shares                          69         170
  Dividends paid                                                     (574)       (455)
                                                                 --------    --------
  Net cash provided by (used for) financing activities              4,289      (1,274)



Net decrease in cash                                                 (516)       (838)
Cash at beginning of period                                           963         982
                                                                 --------    --------
Cash at end of period                                            $    447    $    144
                                                                 ========    ========


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  and nine  month  periods  ended
     September 27, 1996 are not necessarily indicative of the results that may
     be expected for the year ended December 31, 1996.

     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, 1995 (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.   During the second quarter of 1996,  the Company  qualified for a one-time
     Investment  Tax  Credit  (ITC) of  $500,000  from the State of Ohio.  The
     Company's provision for income taxes for the third quarter and nine month
     periods of 1996 was reduced by $125,000 and $375,000,  respectively.  The
     following  table compares the provision for income taxes,  net income and
     earnings  per share for the third  quarter and nine month  period of 1996
     without the one-time investment tax credit.

<TABLE>

                                  Three Months Ended           Nine Months Ended
                                 --------------------         --------------------
                                 9/27/96      9/27/96         9/27/96       9/27/96
                               As Reported   Without ITC    As Reported   Without ITC
                               -----------   -----------    -----------   -----------
<S>                             <C>          <C>             <C>          <C>       
   Income before taxes          $3,030,000   $3,030,000      $8,163,000   $8,163,000

   Provision for income taxes    1,117,000    1,242,000       2,972,000    3,347,000
                                 ---------    ---------       ---------    ---------

   Net income                   $1,913,000   $1,788,000      $5,191,000   $4,816,000
                                ==========   ==========      ==========   ==========


   Earnings per share           $     0.28   $     0.27      $     0.78   $     0.72
                                ==========   ==========      ==========   ==========

</TABLE>

3.   On October 22,  1996,  the Board of Directors  declared a  four-for-three
     share split to be  distributed  on December 6, 1996, to  shareholders  of
     record as of November 15, 1996.  Also at its meeting on October 22, 1996,
     The Board of Directors  declared a $0.025 dividend payable on January 27,
     1997 to shareholders of record as of December 20, 1996.


                                     - 7 -


<PAGE>



                     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>
                                                          Three Months Ended       Nine Months Ended
                                                          9/27/96    9/29/95       9/27/96    9/29/95
                                                          -------    -------       -------    -------
<S>                                                        <C>        <C>           <C>        <C>   
        Net sales..................................        100.0%     100.0%        100.0%     100.0%
        Cost of goods sold.........................         59.8       59.4          60.8       59.9
                                                          ------     ------        ------     ------
          Gross profit........................              40.2       40.6          39.2       40.1
        Selling and distribution expenses..........         23.8       24.4          23.2       24.2
        General and administrative expenses........          2.9        3.5           3.3        3.7
        Research and development expenses..........          1.2        1.4           1.2        1.3
                                                          ------     ------        ------     ------
                                                            27.9       29.3          27.7       29.2
                                                          ------     ------        ------     ------
        Income from operations.....................         12.3       11.3          11.5       10.9
        Interest expense...........................          1.2        1.2           1.2        1.3
                                                          ------     ------        ------     ------
        Income before income taxes.................         11.1       10.1          10.3        9.6
        Provision for income taxes.................          4.1        4.1           3.7        3.9
                                                          ------     ------        ------     ------
        Net income................................           7.0%       6.0%          6.6%       5.7%
                                                          ======     ======        ======     ======
        Provision for income taxes as a percentage
         of income before income taxes.............         36.9%      41.0%         36.4%      41.0%
                                                          ======     ======        ======     ======

</TABLE>

Third Quarter and Nine Month Period of 1996 Compared to 1995

Net sales for the third quarter and nine month period ended September 27, 1996
increased approximately $5,003,000 and $13,081,000 or 22.5% and 19.8% over the
similar  prior year  periods.  Net sales in the third  quarter  and nine month
period of 1996 to the  Company's  Specialty  Markets  (Seventh-day  Adventist,
Health Food and International) increased approximately $745,000 and $1,827,000
or 10.2% and 7.7% over the similar prior year periods.  The Health Food market
increased  approximately  $294,000 and  $1,113,000 or 15.4% and 19.1% over the
similar prior year periods. The broker network which was established for sales
to natural food stores continues to increase the distribution of the Company's
Natural Touch brand of products. International sales for the nine month period
of 1996  increased  $605,000  or 16.3% over the  similar  prior  year  period,
primarily due to the timing of customer orders.

Foodservice  sales  for the  third  quarter  and  nine  month  period  of 1996
increased approximately  $1,077,000 and $2,843,000 or 47.5% and 47.9% over the
similar prior year periods.  Growth is  particularly  strong in the restaurant
portion of this category due to improved  acceptance among national chains and
strong re-orders.



                                     - 8 -


<PAGE>




Net sales of Morningstar  Farms products to  supermarkets in the third quarter
and  nine  month  period  of  1996  increased  approximately   $3,181,000  and
$8,411,000 or 25.0% and 23.2% over the similar  prior year periods.  Net sales
of Morningstar  Farms meat alternative  products in the third quarter and nine
month period of 1996  increased  approximately  $3,611,000  and  $9,002,000 or
36.1% and 32.4%  over the  similar  prior  year  periods.  Mass  market  sales
continue to benefit from an expanded line of products,  increased distribution
and targeted new user  strategies.  Net sales of Morningstar  Farms frozen egg
substitutes for the nine month period of 1996 declined approximately 9.1% from
the similar prior year period.

Gross  profit as a  percentage  of net sales  for the  third  quarter  of 1996
decreased  from  40.6% in 1995 to 40.2% in 1996.  For the nine  month  period,
gross profit  decreased from 40.1% in 1995 to 39.2% in 1996.  This decrease is
attributable to contract  manufacturing  arrangements for certain  Morningstar
Farms  products,  increased  material costs and the start up of the Zanesville
facility.  During the second quarter of 1996, the Company began full operation
of  its  Zanesville,  Ohio  facility  and  eliminated  contract  manufacturing
arrangements.  Gross profit as a percentage  of net sales did improve from the
39.1%  reported  in the  second  quarter  of 1996 to 40.2%.  This  improvement
reflects  continued  efficiencies  gained at the  Worthington  and  Zanesville
Plants,  including  the results of adding a second shift of  production at the
Zanesville facility.

Selling and distribution expenses for the third quarter of 1996 decreased as a
percentage  of net  sales  from  24.4% in 1995 to 23.8% in 1996.  For the nine
month period of 1996,  selling and distribution  expenses decreased from 24.2%
to 23.2% of net sales.  This decrease is attributable  to efficiencies  gained
through higher sales volume.  General and  administrative  expenses in dollars
were relatively  constant for both the third quarter and nine month periods of
1996,  thus resulting in decreases as a percentage of net sales.  Research and
development  expenses remained  comparable for both the third quarter and nine
month period of 1996.

Interest expense for the third quarter and nine month period of 1996 increased
approximately  $68,000 and  $43,000 or 24.9% and 4.9% over the  similar  prior
year periods.  This  increase is primarily  attributable  to higher  borrowing
levels associated with the completed $9,000,000 Zanesville expansion project.

Net  income for the third  quarter  and nine  month  period of 1996  increased
approximately  $586,000  and  $1,443,000  or 44.2% and 38.5% over the  similar
prior year periods.  The increase is primarily due to increased  sales,  lower
selling,  general and administrative expenses as a percentage of net sales and
a lower  provision  for income taxes due to a one-time  investment  tax credit
recognized  by the  Company.  (See Notes to Condensed  Consolidated  Financial
Statements.)  These were  partially  offset by  slightly  lower  gross  profit
percentages.



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
November 6, 1996,  $9,550,000 of this credit facility was unused.  The Company
believes that this borrowing  capability plus internally  generated funds will
be adequate to finance current growth levels into the foreseeable  future.  On
October 22, 1996,  the  Company's  Board of Directors  approved an  additional
$11,500,000  capital expansion at the Zanesville plant. The project includes a
second  production  line  to  produce  meat  alternative  products,   and  the
construction  of an additional  15,000 sq. ft. dry storage  warehouse which is
necessary for raw materials and finished goods inventory.  The production line
will be installed in current  unoccupied  space at  Zanesville.  The expansion
project is expected to be  operational  by mid-1997 and will have the capacity
for an additional $30,000,000 in sales.

Net cash  provided by operating  activities  for the nine month period of 1996
increased  from the similar prior year period  primarily due to an increase in
net income.


                                     - 9 -


<PAGE>


Net cash  used for  investing  activities  for the nine  month  period of 1996
increased  from the similar  prior year period due to  purchases  of property,
plant and equipment related to the completed  $9,000,000  Zanesville expansion
project.

Net cash  provided by financing  activities  for the nine month period of 1996
increased  from the similar  prior year  period,  primarily  due to  increased
borrowings  to  finance  capital  expenditures  for the  completed  $9,000,000
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 are  "forward-looking  statements" within
the meaning of the Private Securities  Litigation 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  and other factors  described in detail in the Company's
Form 10-K for the year ended December 31, 1995.




                                    - 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
                    Not Applicable


        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 September 27, 1996.




                                    - 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:   November 8, 1996                  By: /S/ WILLIAM T. KIRKWOOD
                                                   ----------------------------
                                                       William T. Kirkwood
                                                   Executive Vice President and
                                                      Chief Financial Officer




                                    - 12 -


<PAGE>



                                 EXHIBIT INDEX





     Filed with  Worthington  Foods,  Inc. Report on Form 10-Q for the Quarter
     Ended September 27, 1996.



     Exhibit No.                                                      Page No.
     -----------                                                      --------

        11      Computation of Earnings Per Share                        14

        27      Financial Data Schedule                                  15



                                    - 13 -