<PAGE>
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D. C.  20549

                            FORM 10-K

/X/  Annual report pursuant to Section 13 or 15(d) of the     
     Securities Exchange Act of 1934 for the fiscal year ended
     February 28, 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:  33-12173

                      AMERICOLD CORPORATION
     (Exact name of registrant as specified in its charter)

          Oregon                     93-0295215
  (State of Incorporation)    (I.R.S. Employer Id. No.)

7007 S. W. Cardinal Lane, Suite 135, 
Portland, Oregon                                   97224
(Address of principal executive offices)         (Zip Code)

Registrant's telephone number, including 
area code:                                      (503) 624-8585
                          ------------
Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

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.

                     /X/     Yes          /  /   No

Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.     /X/ 

                                 
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.

                     /X/     Yes          /  /   No

Aggregate market value of voting stock held by non-affiliates on
May 1, 1997:  $24,752,312 (based upon the last known transaction in
the voting stock of the Company).

Number of shares outstanding of the registrant's common stock, par
value $.01 per share, as of May 1, 1997:  4,995,556 shares.

               DOCUMENTS INCORPORATED BY REFERENCE
                              None
Exhibit Index located at page 84.<PAGE>
                      AMERICOLD CORPORATION
                            FORM 10-K

                        TABLE OF CONTENTS
                        -----------------
Part I                                                        Page
----------                                                    ----

Item 1.     Business                                            4

Item 2.     Properties                                         12

Item 3.     Legal Proceedings                                  15

Item 4.     Submission of Matters to a Vote of                 16
            Security Holders                                    

Part II
-------

Item 5.     Market for Registrant's Common Equity              16
            and Related Stockholder Matters                     

Item 6.     Selected Financial Data                            17

Item 7.     Management's Discussion and Analysis of            18
            Financial Condition and Results of Operations       

Item 8.     Financial Statements and Supplementary Data        30

Item 9.     Changes in and Disagreements with Accountants      30
            on Accounting and Financial Disclosure              

Part III
--------

Item 10.     Directors and Executive Officers of the           31
             Registrant                                          

Item 11.     Executive Compensation                            33

Item 12.     Security Ownership of Certain Beneficial          42
             Owners and Management                               

Item 13.     Certain Relationships and Related Transactions    44

Part IV
-------

Item 14.     Exhibits, Financial Statement Schedules and       44
             Reports on Form 8-K                                 

SIGNATURES                                                     53
SUPPLEMENTAL INFORMATION                                       54
EXHIBIT INDEX                                                  84
<PAGE>
                             PART I

Item 1.     Business

GENERAL
-------

Americold Corporation ("Americold" or the "Company"), the nation's
largest supplier of public refrigerated warehouse space, provides
integrated logistics services for the frozen food industry.  These
services, consisting of warehousing and transportation management, 
are provided through the Company's network of 49 refrigerated
warehouses in 17 states and through the Company's refrigerated
transportation management unit.  

Americold, an Oregon corporation, was founded in 1911,
reincorporated in 1931 and, prior to 1984, operated as The Terminal
Ice and Cold Storage Company and, subsequently, Termicold
Corporation.  In December 1982, Americold was acquired by Beatrice
Companies, Inc., which combined its public refrigerated warehouse
facilities, operating under various names, with Americold.  In
December 1986, Americold was purchased (the "Acquisition") by a
private group consisting of affiliates of Kelso & Company, Inc.
("Kelso"), certain institutional investors, and certain key
employees and members of Americold's management (the "Management
Group").

As used herein, the terms "Americold" or the "Company" refer to
Americold Corporation and its subsidiary unless the context
indicates otherwise.  All references to the fiscal year of the
Company refer to the year ended the last day of February.


COMPANY SERVICES
----------------

The Company provides frozen food manufacturers with refrigerated
warehousing and transportation management services.  Integration of
these services allows frozen food manufacturers to contract on an
outsource basis with a single entity, the Company, for the
following services to coordinate and manage the distribution of
frozen food products:

                 Americold's Logistics Services

<TABLE>
<CAPTION>
Refrigerated Warehousing Services                     Transportation Management Services
---------------------------------                     ----------------------------------
<S>                                                   <C>

Storage                                               Freight Optimization
Handling                                              Freight Routing
Order Assembly                                        Dispatching
Order Management                                      Freight Rate Negotiation
Cross-Docking                                         Backhaul Coordination
Blast Freezing/Tempering                              Freight Payment
Facility Leasing                                      Freight Bill Auditing
Facility Operation                                    Network Flow Management
Inventory Status Information                          Local/Store Door Delivery
Product Assembly/Packaging/Labeling                   Order Consolidation 
Product Recalls                                       Claims Management
                                                      Distribution Channel Assessment
</TABLE>

The Company offers these services both on a separate and an
integrated basis.  


     REFRIGERATED WAREHOUSING SERVICES
     ---------------------------------

Since its founding in 1911, the Company has grown to become the
largest owner and operator of refrigerated warehouses in the United
States.  The Company supplies approximately 16% of the total
publicly-available freezer storage space in the country, based on
the most recent data (October 1995) published by the United States
Department of Agriculture and the data most recently prepared by
the International Association of Refrigerated Warehouses (the
"IARW").   

Approximately 94% of the storage space operated by the Company is
freezer space (zero degrees Fahrenheit and below), with the
remaining space comprised of cooler space (28 degrees Fahrenheit
and above) and unrefrigerated dry storage space.  Most of the
Company's warehouses may be classified as combination production
and distribution facilities, although some provide solely
production or distribution services.  Production facilities differ
from distribution facilities in that they typically serve one or a
small number of customers located nearby.  These customers store
large quantities of processed or partially processed products in
the facility until they are further processed or shipped to the
next stage of production or distribution.  Distribution facilities
primarily serve customers of the Company's production warehouses
and other customers who store a wide variety of finished products
to support shipment to end-users, such as food retailers and food
service companies, in a specific geographic market.

The Company has implemented management operating systems and
performance standards in its warehouses.  The Company's IBM AS400
warehouse management information system ties together into a single
network with common services all of the Company's locations.  To
further integrate the Company's services, the Company also utilizes
a transportation management system which is fully integrated with
the Company's warehouse management system.  The Company also offers
electronic data interchange to receive customer orders and to
transmit product flow and status information to its customers.  

The Company has developed several services ancillary to its
warehouse freezer operations and intends to continue developing and
promoting such services as well as adding incremental freezer,
cooler or dry space.  Ancillary services include product assembly/
packaging, palletizing, labeling and SUPERCOLD [registered
trademark symbol] freezer storage provided at 11 of Americold's
facilities for the preservation of products, such as ice cream,
which require storage at temperatures as low as 20 degrees below
zero (Fahrenheit).  


     TRANSPORTATION MANAGEMENT
     -------------------------

Over the past several years, the Company has experienced increased
interest by customers in procuring transportation management
services from the Company.  As a result, the Company has expanded
its focus to provide integrated warehousing and transportation
management services to the frozen food industry.

Transportation management services offered by the Company include
freight routing, dispatching, freight rate negotiation, backhaul
coordination, freight bill auditing, network flow management,
local/store door delivery, order consolidation and distribution
channel assessment.  The Company also offers services that enable
customers to assess the most economical means to store and ship
frozen food products.  The Company believes that its temperature-
controlled logistics expertise and access to both frozen food
warehouses and distribution channels will enable its customers to
respond quickly and efficiently to time-sensitive orders from
distributors and retailers using the Company's systems.

Since fiscal 1996, the Company has provided a broad range of
transportation management services to three subsidiaries of H. J.
Heinz Co. ("Heinz").  For each of the subsidiaries, the Company
manages the distribution of frozen food products from manufacturing
plants through distribution channels to the subsidiaries'
customers.  In addition, for one of these subsidiaries, the Company
also manages the in-bound transportation of over 200 non-frozen
ingredients to the subsidiary's manufacturing plants.  

In providing transportation management services, the actual freight
transportation is performed by carriers who have negotiated rates
with the Company.  The Company does not own and does not intend to
own significant transportation equipment.


REVENUES AND CUSTOMERS
----------------------

Americold's net sales by services provided for fiscal 1995, 1996
and 1997 are detailed below by activity:

<TABLE>
<CAPTION>
                 NET SALES BY SERVICES PROVIDED
                      (Dollars in Millions)

                                          Fiscal 1995                Fiscal 1996               Fiscal 1997
                                         ---------------            ---------------          ---------------
                                         Amount       %             Amount       %           Amount      %
                                         ---------------            ---------------          ---------------

<S>                                      <C>         <C>           <C>         <C>          <C>         <C>
Logistics
  Warehousing
    Storage                              $103.4     48.0%           $107.6     38.5%         $104.6     33.7%
    Handling                               70.7     32.9%             76.2     27.2%           80.5     25.9%
    Leasing                                 7.0      3.3%              7.0      2.5%            6.3      2.0%
    Freezing and other                     11.4      5.3%             10.6      3.8%            9.8      3.1%
                                         ------   ------            ------   ------          ------   ------
                                          192.5     89.5%            201.4     72.0%          201.2     64.7%

  Transportation management services       18.0      8.3%             74.2     26.5%          104.6     33.7%
                                         ------   ------            ------   ------          ------   ------
Total logistics                           210.5     97.8%            275.6     98.5%          305.8     98.4%
Other non-logistics                         4.7      2.2%              4.2      1.5%            5.0      1.6%
                                         ------   ------            ------   -------         -------  -------

Total net sales                          $215.2    100.0%           $279.8    100.0%         $310.8    100.0% 
                                         ======   ======            ======   ======          ======   ======

</TABLE>



Americold's customers consist primarily of national, regional and
local frozen food manufacturers, distributors, retailers and food
service organizations.  Although the Company provides services to
approximately 2,500 customers, in fiscal 1997 the ten largest
customers accounted for approximately 72% of total net sales.  One
customer of the Company, Heinz and subsidiaries, accounted for
approximately 48% or $149.9 million of the Company's net sales in
fiscal 1997. Substantially all of the Company's transportation
management services sales are attributable to Heinz.  Subsequent to
the end of fiscal 1997, Heinz announced that Ore-Ida Foods, Inc.
("Ore-Ida"), a subsidiary, had entered into negotiations to sell
several of its plants to McCain Foods, Inc. ("McCain").  At certain
of these plants, the Company has long-term contracts with Ore-Ida
relating to the storage of product.  While the Company is not able
to estimate the extent to which sales to McCain will replace sales
to Heinz, the Company expects the total percentage of the Company's
net sales to Heinz to decrease in fiscal 1998.  See Item 7,
"Management's Discussion and Analysis of Financial Condition and
Results of Operations".  

The Company believes that the risk to the Company of losing its
largest customers has been reduced in several cases through long-
term storage and operating agreements and by the fact that services
are provided to certain large customers in multiple locations.  At
a number of facilities, particularly those located adjacent to
customers' processing facilities, a majority of, and in some cases
virtually all, business is attributable to a single user of the
facility.  Management has observed in the past that to the extent
products produced at locations adjoining the Company's facilities
are commodities grown in the surrounding area, demand for the
products has been more significant to the long-term sales and
profitability of the facility than has been the viability of a
single producer.


SEASONALITY
-----------

Warehousing sales are seasonal, depending upon the timing and
availability of crops grown for frozen food production and the
seasonal build-up of certain products for holiday consumption.  The
third quarter, ending each November 30, normally represents the
strongest sales quarter.  Capacity utilization at the Company's
facilities varies from season to season, with an average annual
capacity utilization of approximately 72%.  The Company generally
keeps sufficient space available at individual warehouses to meet
peak season demand.  The Company has experienced similar
seasonality in its transportation management business.


COMPETITION
-----------

Americold operates in an environment in which breadth of service,
warehouse locations, customer mix, warehouse size, service
performance and price are the principal competitive factors.  Since
frozen food manufacturers and distributors incur transportation
costs which typically are significantly greater than warehousing
costs, breadth of total logistics services and warehouse location
are major competitive factors.  In addition, in certain locations,
customers depend upon pooling shipments, which involves combining
their products with the products of others destined for the same
markets.  In these cases, the mix of customers in a warehouse can
significantly influence the cost of delivering products to markets. 
The size of a warehouse is important because large customers prefer
to have all of the products needed to serve a given market in a
single location and to have the flexibility to increase storage at
that single location during seasonal peaks.  The Company believes
that customers generally will select a warehouse facility based
upon the types of services available, service performance and
price, if there are several warehouse locations which satisfy its
transportation, customer mix and size requirements.  

Competition is national, regional and local in nature.  There are
no significant barriers to entry, permitting a relatively large
number of smaller competitors to enter the Company's markets.  On
the national level, Americold competes with URS Logistics, Inc.
("URS"), Millard Refrigerated Services, United States Cold Storage,
Inc., and Carmar Freezers, which, according to statistics compiled
by the IARW in 1996, accounted for approximately 7.7%, 6.0%, 5.8%
and 3.2% of public freezer space, respectively, in calendar 1996. 
On the regional and local level, there are many smaller warehouse
operators that compete with the Company.   According to data
prepared by the IARW, warehouse operators who own or control less
than 35 million cubic feet each of refrigerated space or freezer
space accounted for approximately 65% of all public refrigerated
storage space in calendar 1996.  The Company believes that
competition from these local and regional competitors is
significant because national competitors often do not compete in
the same markets as the Company.  

The Company believes that if its strategy of providing fully
integrated warehousing and transportation management services is
successful, the ability to reduce customer's distribution costs
resulting from the economies of scale attendant to the movement of
large quantities of diverse products through its national network
of warehouses will create a marketing advantage not available to
smaller competitors.  Other companies, such as GATX Corporation and
Exel Logistics, Inc., provide transportation management services
predominately to non-refrigerated shippers.  URS provides services
similar to those provided by the Company, but the Company believes
that its position in the public refrigerated warehousing industry
combined with its combination of transportation management tools
and warehouse integration are unique.

Kelso holds approximately 57% of the common equity of URS and,
therefore, owns a controlling interest in both the Company and URS. 
Kelso has implemented procedures intended to address possible
conflicts of interest that might arise from its investment in both
URS and the Company.  Kelso had considered on a preliminary basis
the possibility of a business combination between the Company and
URS.  However, there currently are no discussions between Americold
and URS.  See Item 12, "Security Ownership of Certain Beneficial
Owners and Management."


ORGANIZATION
------------

The Company's operations are headquartered in Portland, Oregon. 
The Company's warehouse facilities are organized into four
districts.  Each district is managed by a District Manager to whom
the respective General Managers report.  General Managers are
responsible for one to five warehouses and are supported at the
district and corporate levels by certain logistics, accounting,
marketing, engineering, data processing and operational functions. 
The Company's transportation management services are managed from
the Company's headquarters.


SALES AND MARKETING
-------------------

Sales responsibility at the Company resides primarily with district
and local management who are supported at the national level by the
Company's executive and sales and marketing staff.  Marketing is
principally a corporate management function.

Local sales efforts are supplemented by the national corporate
sales, marketing and logistics departments, which supply sales
support, logistics analysis, account pricing guidance and
advertising, and monitor relationships with large district and
national accounts.  The Company employs two sales managers and a
sales representative, all reporting to a director of sales in
Portland, Oregon.  The sales managers are based in California and
Colorado, while the sales representative is based in Massachusetts. 
The Company also employs a Senior Vice President, Logistics, based
in Portland.

In addition, a primary account manager and pricing contact is
assigned to each of the Company's top 100 accounts in order to
facilitate services for such customers.  Certain customers storing
product in multiple facilities, but who are not among the Company's
top 100 accounts, are also offered similar contacts.  It is the
responsibility of each warehouse's or group's management to
understand and be responsive to the needs of its individual
marketplace and to adapt sales efforts accordingly.  Each General
Manager actively engages in the sales effort.  Although the Company
operates nationally, prices charged by the Company tend to reflect
local market conditions.

The Company has promoted its logistics services to existing and
potential customers through consultations during which the Company
presents a range of potential logistics services to that customer. 
Although the Company has primarily focused on its existing large
frozen food manufacturer customers, the Company is also currently
approaching retailers, distributors and smaller manufacturers to
offer the Company's network of warehouses and transportation
management services, which such customers may find more attractive
than developing their own logistics resources.  The Company intends
to continue to emphasize integrated warehousing and transportation
management services and to pursue other customers who may wish to
outsource significant logistics responsibilities to Americold.

The majority of the Company's customers are billed on a monthly
basis for warehousing charges.  Handling and first period storage
is billed upon receipt of the product.  Recognition of one-half of
the handling revenue is deferred until the product is released. 
Transportation management customers are generally billed on a
shipment by shipment basis.


EMPLOYEES
---------

The Company had approximately 2,117 employees as of February 28,
1997.  A breakdown of employees by function is set forth below:

                 Employee Breakdown by Function


                                     Number of       Percentage
Function                             Employees        of Total  
--------                             ---------       ----------

Warehousing Services                   1,655            78.2%
Transportation Management Services        48             2.3%
Sales and Marketing                        4             0.2%
Non-Logistics                             28             1.3%
Administration (Warehouse and
  Corporate)                             382            18.0%
                                       -----           -----
      Total                            2,117           100.0%
                                       =====           =====


Approximately 706 of the Company's employees are covered by union
contracts.  Currently, 21 facilities employ unionized labor, while
28 facilities are non-unionized.  Union contracts for individual
locations are with the local chapters of national unions,
principally the International Brotherhood of Teamsters, and
generally have staggered expiration dates.  During the past three
years, there has been one strike at one warehouse which lasted for
approximately four days.  The Company believes its relationships
with its employees are satisfactory.

As a result of the anticipated continued expansion in
transportation management services, the transportation management
staff is expected to increase in fiscal 1998.


PATENTS, LICENSES AND TRADEMARKS
--------------------------------

The Company's operations are not dependent upon any single or
related group of patents, licenses, franchises or concessions.  The
Company's operations are also not dependent upon a single trademark
or service mark, although the Company has registered the Americold
[registered trademark symbol], SUPERCOLD [registered trademark
symbol] and FLOW-THRU [registered trademark symbol] service marks
with the United States Patent and Trademark Office.


RESEARCH AND DEVELOPMENT
------------------------

The Company believes that the refrigerated warehouse industry is
not one in which research and development has traditionally played
a significant role.  The Company, however, has made significant
expenditures in developing its integrated warehousing and
transportation management services, including installing its
computer data processing support system which integrates modern
transportation management systems with the Company's warehouse
management system.  The Company also continues to pursue methods of
reducing energy costs at its facilities.


ENVIRONMENTAL COMPLIANCE
------------------------

The Company's capital expenditures, earnings and competitive
position are not materially affected by compliance with federal,
state and local provisions which have been enacted or adopted to
regulate or otherwise protect the environment.  




ITEM 2.     PROPERTIES

As of the last day of February 1997, the Company's network of 49
refrigerated warehouse facilities in 17 states provided a total
storage capacity of approximately 245.0 million cubic feet
(compared to approximately 228.9 million cubic feet of storage
capacity as of the last day of February 1996).  Included in the
Company's total storage capacity at February 28, 1997 is
approximately 4.2 million cubic feet of storage capacity added in
Pasco, Washington in September 1996; 2.9 million cubic feet of
storage capacity added in Burley, Idaho in October 1996; and 7.6
million cubic feet added in Fogelsville, Pennsylvania in February
1997.  In addition, the Company completed in November 1996 the
construction of a new warehouse facility in Park Rapids, Minnesota,
which added approximately 1.9 million cubic feet.  The Company is
also leasing 1.9 million cubic feet of warehouse space at Park
Rapids.  Although negotiations for a joint venture ownership
structure for the Park Rapids property are underway, the Company
will continue to act as the operator of the facility.  At the end
of their respective leases, the Company vacated in February 1997
its Chicago (S. Blue Island Avenue), Illinois facility and, in
March 1997, subsequent to the end of the fiscal year, its Kent,
Washington facility.  The facilities totaled approximately 3.8
million cubic feet and were marginally profitable.  

Although most of the facilities are owned by the Company, nine
facilities comprising approximately 7.8% of the Company's total
cubic feet of storage space are leased or subleased by the Company
under operating-type lease arrangements.  In addition, four
facilities representing approximately 5.0% of the total cubic feet
of storage space are leased, in whole or in part, under
capitalized-type lease arrangements.  Five facilities, or portions
thereof, representing approximately 8.2% of the total cubic feet of
storage space, are situated on leased land.  

Capacity utilization at the Company's facilities varies from season
to season, with an average annual capacity utilization of
approximately 72%.  All but seven of the Company's owned warehouses
are currently encumbered as security for the senior secured debt of
the Company.

The Company's facilities are typically single-story concrete or
insulated panel buildings constructed at dock height elevation,
with very heavy insulation and vapor barrier protection. 
Refrigeration is generally supplied by screw-type compressors in
ammonia-based cooling systems.  All facilities are served by truck
and all but seven are served by rail.  Many facilities also have
room for expansion.

The following table lists the 49 refrigerated warehouse properties
owned or leased by the Company as of February 28, 1997.  It also
shows the 31 facilities that presently secure the Company's first
mortgage bonds, and two facilities that presently secure the
mortgages payable.<PAGE>
<TABLE>
<CAPTION>
                REFRIGERATED WAREHOUSE FACILITIES

                                              Total
                                           Storage Space         Type of      Owned or
                                          (Cubic Ft./Mil)       Facility<F1>   Leased
                                          ---------------       --------     --------
<S>                                             <C>               <C>       <C>
Burbank (W. Magnolia Blvd.), California         0.8               P/D       Owned
Fullerton (S. Raymond Ave.), California         4.0               P/D       Leased<F2>
Los Angeles (Corona St.), California            0.7               D         Leased<F2>
Los Angeles (Jesse St.), California             2.7               P/D       Owned<F5>
Pajaro (Salinas Rd.), California                0.7               P/D       Leased<F2>
Turlock (5th St.), California                   2.5               P/D       Owned<F5>
Turlock (S. Kilroy Rd.), California             3.0               P/D       Owned<F5>
Watsonville (W. Riverside Dr.), California      5.4               P/D       Owned<F3><F5>
Watsonville (Second St.), California            1.4               P/D       Leased<F2>
Denver (E. 50th St.), Colorado                  2.8               P/D       Owned<F3>/Leased<F4><F5>
Denver (N. Washington St.), Colorado            0.5               P/D       Leased<F2>
Bartow (U. S. Highway 17), Florida              1.2               P/D       Owned<F3><F5>
Plant City (S. Alexander St.), Florida          0.8               P/D       Owned
Tampa (N. 50th St.), Florida                    4.1               P/D       Owned/Leased<F4>
Tampa (S. Lois Ave.), Florida                   0.4               D         Owned
Tampa (Shoreline Dr.), Florida                  1.3               D         Owned<F3>
Burley (U.S. Highway 30), Idaho                10.7               P/D       Owned<F3><F6>
Nampa (4th St. N.), Idaho                       8.0               P         Owned<F5>
Rochelle (Americold Drive), Illinois            6.0               D         Owned<F5>
Bettendorf (State St.), Iowa                    8.9               P/D       Owned<F5>
Fort Dodge (Maple Dr.), Iowa                    3.7               D         Owned<F5>
Kansas City (Inland Dr.), Kansas               35.2               P/D       Owned<F5>
Portland (Read St.), Maine                      1.8               P/D       Owned
Boston (Widett Ci.), Massachusetts              3.1               P/D       Owned<F5>
Gloucester (E. Main St.), Massachusetts         1.9               P/D       Owned<F5>
Gloucester (Railroad Ave.), Massachusetts       0.3               P/D       Owned<F5>
Gloucester (Rogers St.), Massachusetts          2.8               P/D       Owned<F5>
Gloucester (Rowe Sq.), Massachusetts            2.4               P/D       Owned<F5>
Watertown (Pleasant St.), Massachusetts         4.7               P/D       Owned<F5>
Park Rapids (U. S. Hwy 71 S), Minnesota         3.8               P         Owned/Leased<F2>
Grand Island (E. Roberts St.), Nebraska         2.2               P/D       Leased<F2>
Brooks (Brooklake Rd.), Oregon                  4.8               P         Owned<F5>
Hermiston (Westland Rd.), Oregon                4.0               P         Owned<F5>
Milwaukie (S. E. McLoughlin Blvd.), Oregon      4.7               D         Owned<F5>
Ontario (N. E. First St.), Oregon               8.1               P         Leased<F4><F6>
Salem (Portland Rd. N.E.), Oregon              12.5               P/D       Owned<F5>
Woodburn (Silverton Rd.), Oregon                6.3               P/D       Owned<F5>
Fogelsville (Mill Rd.), Pennsylvania           21.6               D         Owned/Leased<F4><F5>
Murfreesboro (Stephenson Dr.), Tennessee        2.9               P/D       Owned<F5>
Clearfield (South St.), Utah                    8.6               P/D       Owned<F5>
Burlington (S. Walnut), Washington              4.7               P/D       Owned<F5>
Connell (W. Juniper St.), Washington            5.7               P         Owned
Kent (S. 190th St.), Washington                 1.0               D         Leased<F2><F7>
Moses Lake (Wheeler Rd.), Washington            7.3               P/D       Owned<F5>
Pasco (Industrial Way), Washington              6.7               P         Leased<F2>
Walla Walla (4-14th Ave. S.), Washington        3.1               P         Owned<F5>
Wallula (Dodd Rd.), Washington                  1.2               P/D       Owned<F5>
Plover (110th St.), Wisconsin                   9.4               P/D       Owned<F5>
Tomah (Route 2), Wisconsin                      4.6               P         Owned<F5>
                                              -----
                                              245.0 
                                              =====
----------------------
<FN>
<F1>    "P" designates a production facility.
        "D" designates a distribution facility.
        "P/D" designates a facility that is used for both production and distribution.
<F2>    Operating lease.
<F3>    Building owned by the Company; land is leased.
<F4>    Capitalized lease.
<F5>    Security for Company's first mortgage bonds.  See Note 7 to Consolidated Financial Statements as of
        the last day of February 1996 and 1997.
<F6>    Security for mortgage payable.
<F7>    Lease expired March 1997.
/TABLE
<PAGE>
ITEM 3.     LEGAL PROCEEDINGS


In a declaratory judgment action brought against Non-Stop Logistics
Corporation ("Non-Stop") by the Company, the Company sought certain
rights to software pursuant to a letter agreement with Non-Stop,
and Non-Stop asserted various claims for damages to its business,
lost business opportunities and lost profits, and asserted breaches
of the letter agreement and a confidentiality agreement.  On
February 27, 1997, the Bankruptcy Judge (the "Judge") filed an
order deciding certain of the claims at issue.

The Judge ruled that the Company did not breach the letter
agreement with Non-Stop, but that Non-Stop breached the exclusivity
provisions of the agreement by offering licenses to persons in the
United States.  Under the ruling, the Company was excused from
further performance under the letter agreement.  The Judge also
ruled that while the Company had the conditional exclusive right to
use Non-Stop's services as they apply to frozen and refrigerated
foods in the United States, the Company did not have the right to
obtain Non-Stop's computer software source codes or object codes. 
Furthermore, the Judge rejected all but one of Non-Stop's claims
that the Company breached the confidentiality agreement.

The Judge has enjoined one Company executive from working on any
third-party logistics system for the Company that competes with
Non-Stop's system.  Non-Stop's request for an injunction preventing
the Company from developing an alternative logistics forecasting
system was denied.  The Company does not believe Non-Stop's claim
for damages for the Company's breach of the confidentiality
agreement, which is being tried separately in the Bankruptcy Court
in May 1997, is material.

Non-Stop's counterclaim for intentional interference with
prospective business relations has been severed and reserved for a
later jury trial in District Court.  Non-Stop has not yet specified
what damages it will seek on this claim.  In earlier phases of the
dispute, however, Non-Stop has claimed damages to its business
ranging from $6.0 million to $33.0 million.  Asserting that it
would bring a claim in connection with the trial on its
interference claim, Non-Stop withdrew a claim for damages of more
than $4.0 million from the damages trial related to the
confidentiality agreement.  Trial on Non-Stop's claim for
intentional interference will not take place before the fall of
calendar 1997.  The Company believes that the interference claim is
without merit and will vigorously defend that claim.

Americold Services Corporation ("ASC"), a wholly owned subsidiary
of the Company, has been sued by Beatrice Associates ("Beatrice")
in the United States District Court for the Northern District of
Illinois.  Beatrice owns the building at 1550 South Blue Island
Avenue, Chicago, Illinois, that ASC leased until January 1997. 
Beatrice claims that ASC breached the lease by failing to return
the building in the condition required by the lease.  Although
Beatrice's complaint does not state the damages it is seeking, it
has since indicated that its damages exceed $5.0 million. 
Discovery is ongoing.  No trial date has been set.  ASC intends to
defend this action vigorously.

From time to time, the Company has been involved in litigation
relating to claims arising out of its operations in the regular
course of business.  As of May 1, 1997, the Company was not a party
to any legal proceedings, the outcome of which would, in
management's opinion, have a material adverse effect on the
Company's results of operations or financial position.

The Company maintains property, liability and warehouseman's legal
liability insurance in amounts which it believes are consistent
with industry practice and adequate for its operations.



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted by the Company to a vote of stockholders
during the fourth quarter of fiscal 1997.




                             PART II


ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS



MARKET INFORMATION
------------------

The Company's common stock is not listed on a securities exchange
or traded through an inter-dealer quotation system.  There is no
established public trading market for the Company's common stock. 
However, there are occasional trades through certain
broker/dealers.


STOCKHOLDERS
------------

As of May 1, 1997, there were 4,995,556 shares of the Company's
common stock outstanding, held by approximately 82 stockholders of
record.  See also Part III, Item 12, "Security Ownership of Certain
Beneficial Owners and Management".


DIVIDENDS
---------

No dividends have been declared by the Company on its common stock
since the Acquisition.  The Company's credit agreements restrict
the payment of dividends on common stock, and it is the present
policy of the Board of Directors that all available cash be used
for the reduction of debt and for reinvestment in the Company's
business.



ITEM 6.  SELECTED FINANCIAL DATA

The following table presents selected historical financial
information.  The information should be read in conjunction with
the Company's Consolidated Financial Statements and related Notes,
and Management's Discussion and Analysis of Financial Condition and
Results of Operations as furnished below in Part II, Item 8 and
Item 7, respectively.  Dollars are in thousands, except per share
data.

<TABLE>
<CAPTION>
                                             Year Ended   Year Ended   Year Ended   Year Ended   Year Ended
                                              last day     last day     last day     last day     last day
                                                 of           of           of           of           of
                                              February     February     February     February     February
                                                1993         1994         1995         1996         1997  
                                              --------     --------     --------     --------     --------
<S>                                           <C>          <C>          <C>          <C>          <C>       
Income Statement Data:
  Net sales                                   $ 196,130    $ 198,887    $ 215,207    $ 279,788    $ 310,767 
  Income (loss) before extraordinary
     item and cumulative effect of
     accounting principle changes                (8,150)     (11,039)       5,564       (8,080)      (6,540)
  Extraordinary item, net of income 
     tax benefit                                      -       (1,848)           -       (1,794)           -
  Cumulative effect of accounting
    principle changes                                 -      (64,234)           -            -            -
  Net income (loss)                              (8,150)     (77,121)       5,564       (9,874)      (6,540)
  Income (loss) per share:
    Income (loss) before extraordinary
      item                                        (1.80)       (2.39)        1.00        (1.80)       (1.46)
    Extraordinary item                                -         (.38)           -         (.37)           -
    Cumulative effect of accounting 
      principle changes                               -       (13.23)           -            -            -
    Net income (loss) per common share            (1.80)      (16.00)        1.00        (2.17)       (1.46) 
  Cash dividends declared per
    common share                                      -            -            -            -            -

Balance Sheet Data:
  Total assets                                $ 490,151    $ 528,703    $ 544,595    $ 526,992    $ 531,034  
 
  Long-term debt                                443,003      467,337      442,912      461,667      465,834
  Preferred stock                                 4,773        5,348        5,789        5,771        5,753
  Common stockholders' deficit                  (25,175)    (102,577)     (97,747)    (107,440)    (113,709)

</TABLE>

<PAGE>
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS


INTRODUCTION
------------

This document contains certain "forward-looking" statements as such
term is defined in the Private Securities Litigation Reform Act of
1995 relating to the Company that are based on the beliefs of the
Company's management as well as assumptions made by and information
currently available to the Company's management.  When used in this
document, the words "expect", "believe", "estimate", "intend" and
"anticipate" and words or phrases of similar import, as they relate
to the Company or Company's management, are intended to identify
"forward-looking" statements.  Such statements should be considered
in the context of the current risks, uncertainties and assumptions
related to certain factors including, without limitation,
substantial leverage, net losses, restrictions imposed by debt
agreements, substantial payment obligations, dependence on
significant customers, expansion of transportation management
services, dependence on agricultural markets and frozen foods and
competitive factors, as well as the factors discussed in Exhibit 99
hereto, which is incorporated herein by reference.  Should any one
or more of these risks or uncertainties materialize, or should any
underlying assumptions prove incorrect, actual results may vary
materially from those described herein as expected, believed,
estimated, intended or anticipated.

OVERVIEW
--------

Americold provides integrated logistics services for the frozen
food industry consisting of warehousing and transportation
management.  These services are provided through the Company's
network of 49 refrigerated warehouses and its refrigerated
transportation management unit.

     DEVELOPMENT OF TRANSPORTATION MANAGEMENT SERVICES - Over the
past several years, the Company has experienced increased interest
by customers in procuring transportation management services.  In
this regard, the Company entered into arrangements in the first
half of fiscal 1996 pursuant to which it provides such services to
three subsidiaries of one large customer.  Transportation
management services provided to these three customers account for
substantially all of the Company's transportation management
revenues in fiscal 1996 and 1997.  The Company has made proposals
to offer similar services to certain other potential customers by
emphasizing its full-service logistics expertise and warehouse
industry position which enable customers to obtain services to
support the distribution of frozen food products from a single
provider.  The Company believes that its transportation management
activities may lead to stronger customer relationships and
increased revenues in the higher-margin warehousing business.

As the Company does not invest in or own transportation equipment,
the Company has entered into contracts with independent carriers to
provide freight transportation at negotiated rates.  Accordingly,
the margins that the Company earns in providing transportation
management services are lower than for its warehousing services.


     DEVELOPMENT OF REFRIGERATED WAREHOUSE PROPERTIES - The Company
continually evaluates the need for warehouse space and intends to
pursue growth of its refrigerated warehouse business both by
expanding its network of warehouses and by expanding existing
facilities in response to customer requirements.  Since August 1994
(mid-fiscal 1995), the Company has added approximately 33.7 million
cubic feet of storage capacity in six locations.  Two of such
facilities became operational in fiscal 1995, three in fiscal 1996
and one in fiscal 1997.  Three additional facilities were expanded
in fiscal 1997.  The 33.7 million cubic feet increase, net of
warehouse closures discussed below, represents an 7.1% increase in
available warehouse space.  

Since August 1994, the Company has reduced the amount of available
refrigerated warehouse space by approximately 17.7 million cubic
feet due to the sale of one property, termination of four operating
leases in the Prepackaged Bankruptcy in the third quarter of fiscal
1996 and the non-renewal of four other operating leases.  The
Company expects that the effects of the closure of these
facilities, which are considered non-strategic, will have a
positive effect on future gross operating margin as a percentage of
net sales.

     PREPACKAGED BANKRUPTCY - During the first quarter of fiscal
1996, the Company solicited acceptance of a prepackaged plan of
reorganization (the "Plan") under Chapter 11 of the Bankruptcy Code
(the "Prepackaged Bankruptcy").  The principal purpose of the Plan
was to reduce the Company's short-term cash requirements with
respect to payments due on its subordinated indebtedness by
extending the maturity on such indebtedness from May 1997 to
November 2007 and to adjust certain restrictive financial covenants
and certain other provisions contained in an agreement with one of
its principal lenders.  Each holder of the Company's 11% Senior
Subordinated Debentures due 1997 ("11% Debentures") received a
corresponding amount of the Company's new 15% Senior Subordinated
Debentures due 2007 ("15% Debentures") at par, plus accrued but
unpaid interest.  The Company believes that the effect of the Plan
has been to improve the Company's financial position by postponing
the maturity of its subordinated debt and increasing the likelihood
that the Company will realize the benefits of its capital
expenditures and the continuing expansion of its transportation
management activities.  The Company remains highly leveraged,
however, and will continue to be subject to substantial principal
and interest obligations with respect to its indebtedness.  

For fiscal 1996 and 1997, the Company incurred approximately $7.3
million and $0.8 million, respectively, in reorganization fees and
expenses related to the Prepackaged Bankruptcy.  In addition, the
write-off of unamortized original issue discount and unamortized
issuance costs related to the exchange of the 11% Debentures and
the repurchase of $10.0 million in principal amount of the
Company's 11.45% First Mortgage Bonds, Series A due 2002 (the
"Series A Bonds") in the Prepackaged Bankruptcy resulted in an
extraordinary loss, net of taxes, of approximately $1.8 million in
fiscal 1996.

     OFFERING OF SENIOR SUBORDINATED NOTES - On April 9, 1996, the
Company sold $120.0 million aggregate principal amount of the
Company's 12.875% Senior Subordinated Notes due 2008 (the "12.875%
Notes").  The Company used $115.0 million of the proceeds to redeem
at par on May 9, 1996 all of the 15% Debentures.

     EFFECT OF THE ACQUISITION - In December 1986, Kelso, certain
institutional investors and the Management Group purchased the
Company.  The Company's operating results and cash flow have been
and will continue to be materially affected by the indebtedness
incurred to finance the Acquisition.  For fiscal 1996 and 1997,
interest expense, principally related to debt incurred to finance
the Acquisition, totaled $56.6 million and $56.7 million,
respectively.


HISTORICAL INCOME STATEMENT INFORMATION
---------------------------------------

The following table sets forth, for the fiscal years ended the last
day of February 1995, 1996 and 1997, respectively, certain
consolidated financial data for the Company, expressed as a
percentage of net sales, and the percentage changes in the dollar
amount as compared to the prior period.

<TABLE>
<CAPTION>
                                          Percentage of Net Sales                   Period-to-Period
                                                                                         Change
                                           Last Day of February                   -------------------
                                       -----------------------------              1995 to     1996 to
                                       1995         1996        1997              1996        1997
                                       ----         ----        ----              ----         ----
<S>                                   <C>          <C>        <C>                <C>         <C>

Net sales                             100.0%       100.0%      100.0%             30.0%       11.1%
Cost of sales                          64.2%        69.7%       73.6%             41.1%       17.4%
Amortization of cost in excess
  of net assets acquired                1.2%         1.0%        0.8%              9.4%       (9.6)%
Selling and administrative
  expenses                             12.1%        10.2%       10.0%              9.9%        9.2%
Employee stock ownership plan
  expense                               0.3%         0.3%        0.2%              0.0%      (33.3)%
Gross operating margin                 22.2%        18.8%       15.4%             10.4%       (9.4)%
Interest expense                       25.7%        20.2%       18.2%              2.3%        0.1%
Amortization of debt issuance
  costs                                 0.6%         0.3%        0.4%            (24.5)%      22.9%
Income (loss) before income taxes
  and extraordinary item                5.0%        (4.1)%      (2.9)%          (206.6)%      20.5%
Provision (benefit) for income taxes    2.4%        (1.2)%      (0.8)%          (165.5)%      24.0%
Income (loss) before extraordinary 
  item                                  2.6%        (2.9)%      (2.1)%          (245.2)%      19.1%
Extraordinary item, net
  of income tax benefit                (0.0)%       (0.6)%      (0.0)%             N/M         N/M
Net income (loss)                       2.6%        (3.5)%      (2.1)%          (277.5)%      33.8%

N/M = Not meaningful
</TABLE>


RESULTS OF OPERATIONS
---------------------

     NET SALES - The Company's net sales increased 11.1% from
$279.8 million for fiscal 1996 to $310.8 million for fiscal 1997,
reflecting a substantial increase in transportation management
sales as well as a 0.1% decrease in warehousing sales.

Warehousing sales decreased from $201.4 million for fiscal 1996 to
$201.2 million for fiscal 1997, principally due to a 2.8% decrease
in storage revenue.  Storage revenue decreased due to a decrease in
storage volume from approximately 1.56 billion pounds stored on
average per month for fiscal 1996 to approximately 1.51 billion
pounds stored on average per month for fiscal 1997.  Storage volume
decreased 0.04 billion pounds stored on average per month for
fiscal 1997 due to the closure of the Company's operations at four
warehouse locations during the third quarter of fiscal 1996 and
decreased 0.11 billion pounds at the continuing locations.  The
increase in storage volumes at the three facilities that were added
in fiscal 1996 of 0.05 billion pounds stored on average per month 
and of 0.06 billion pounds stored on average per month for the
fiscal 1997 additions helped offset such decreases.  The Company's
storage levels in fiscal 1997 were affected by the wet spring
weather, primarily in the Northwest, which reduced or delayed the
receipt of product, especially fruits and vegetables.  In addition,
due to the high price of fresh potatoes in late spring calendar
1996, potato processors extended their downtime, which reduced
warehouse receipts and storage volumes at certain warehouses.

Handling revenue increased 5.6% from $76.2 million for fiscal 1996
to $80.5 million for fiscal 1997, resulting primarily from a 3.5%
increase in volume of product handled, further affected by price
increases and changes in product mix.  For fiscal 1996, 20.9
billion pounds of product were handled by the Company compared with
21.6 billion pounds during fiscal 1997.  The three new facilities
added in fiscal 1996 handled an increase of approximately 0.4
billion pounds of product during fiscal 1997, while the continuing
locations handled an increase of approximately 0.1 billion pounds
of product.  The fiscal 1997 additions handled approximately 0.6
billion pounds of product, which helped offset the approximately
0.4 billion pounds of product handled during fiscal 1996 at the
four closed facilities.  The increase in handling volume relative
to storage volume is likely to continue as long as the Company's
customers are able to successfully operate with lower inventories.

The Company anticipates that vegetable processors will continue to
maintain lower inventories during early fiscal 1998.  Expected
storage levels for potatoes and other items for fiscal 1998 are
also expected to be lower than the prior year.  Overall, the
Company anticipates that revenues and storage volumes at the
existing facilities will be lower in the first two quarters of
fiscal 1998 as compared to the same period in fiscal 1997.  The
Company expects such decrease will be offset in part by sales and
storage volumes contributed by the new warehouse properties,
including expansions, added in the third and fourth quarters of
fiscal 1997.

Transportation management sales increased 41.0% from $74.2 million
for fiscal 1996 to $104.6 million for fiscal 1997, due to the
outsourcing to the Company of additional transportation management
responsibilities by three customers in the first half of fiscal
1996.

Other non-logistics sales (quarry sales) increased 19.0% from $4.2 
million for fiscal 1996 to $5.0 million for fiscal 1997.  

Net sales increased 30.0% from fiscal 1995 to fiscal 1996.  The
increase in warehousing sales was primarily the result of increases
in storage and handling revenue due to the increased storage prices
and changes in mix along with increased handling volumes. 
Transportation management sales increased 312.2% in fiscal 1996 due
to the outsourcing to the Company of significant additional
transportation management responsibilities.

     COST OF SALES - Cost of sales increased 17.4% from $194.5
million for fiscal 1996 to $228.8 million for fiscal 1997.  The
increased volume of transportation management services, which
required increases in transportation capacity purchased from
carriers and the addition of new employees, resulted in an
approximately $29.8 million increase in cost of sales.  In
addition, cost of sales increased by approximately $3.3 million as
a result of increased warehouse labor and related fringe benefits. 
A portion of the increased cost of sales was due to the increased
handling volume offset by a decrease of approximately $2.2 million
as the net result of the new warehouse openings and closings. 
During fiscal 1997, the Company also experienced operational
difficulties at two of the Company's warehouse facilities due to
higher than anticipated warehouse storage volumes and changes in
product mix, which resulted in increased labor expense.  The
Company believes such difficulties have been resolved at one
location and good progress made at the other.

Cost of sales as a percentage of net sales increased from 69.7% for
fiscal 1996 to 73.6% for fiscal 1997, as handling and
transportation management sales, which each have high variable cost
requirements, increased from 53.7% of net sales in the prior period
to 59.6% in the more recent period.

As the Company does not invest in or own transportation equipment,
the Company has entered into contracts with independent carriers to
provide freight transportation at negotiated rates.  Accordingly,
the margins that the Company earns in providing transportation
management services are lower than its warehousing services.  The
Company believes, however, that its transportation management
activities may lead to stronger customer relationships and
increased revenues in the higher-margin warehousing business.

Cost of sales increased 41.1% from fiscal 1995 to fiscal 1996 as a
result of the increased transportation management sales.

SELLING AND ADMINISTRATIVE EXPENSES - Selling and administrative
expenses increased 9.2% from $28.5 million for fiscal 1996 to $31.1
million for fiscal 1997.  The increase primarily reflects an
increase of approximately $1.3 million in salaries and related
fringe benefits and $0.8 million in professional fees.  Selling and
administrative expenses as a percentage of net sales decreased from
10.2% in fiscal 1996 to 10.0% in fiscal 1997 due to the increase in
transportation management sales which did not require a
corresponding increase in selling and administrative expenses.

Selling and administrative expenses increased 9.9% from $26.0
million for fiscal 1995 to $28.5 million for fiscal 1996.  The
increase primarily reflects an increase of approximately $1.4
million in salaries and related fringe benefits in the more recent
period.

     GROSS OPERATING MARGIN - As a result of the factors discussed
above, gross operating margin decreased 9.4% from $52.8 million for
fiscal 1996 to $47.9 million for fiscal 1997.

Gross operating margin increased 10.4% from $47.8 million for
fiscal 1995 to $52.8 million for fiscal 1996 as a result of the
increased warehouse business and transportation management sales.

     INTEREST EXPENSE - Interest expense increased slightly from
$56.6  million for fiscal 1996 to $56.7 million for fiscal 1997 as
a result of the defeasance requirements related to the issuance in
April 1996 of $120.0 million of the Company's 12.875% Notes. 
Proceeds from the issue were used in May 1996 to redeem at par all
$115.0 million of the Company's outstanding 15% Debentures.  Under
the terms of the applicable indenture, the 15% Debentures remained
outstanding for a period of thirty (30) days following issue of the
12.875% Notes, accounting for a major portion of the increase in
interest expense.  Excluding the increased cost due to the
defeasance, interest expense decreased due to lower overall
interest rates experienced by the Company despite slightly higher
overall borrowings.  

Interest expense increased from $55.3 million in fiscal 1995 to
$56.6 million for fiscal 1996 as a result of higher overall
interest rates.

     GAIN ON INSURANCE SETTLEMENT - The one-time gain in fiscal
1995 of approximately $17.0 million reflects an insurance
settlement related to the Company's settlement with the Company's
insurance carriers of its first party claims for business
interruption losses, property damage and out-of-pocket expenses
incurred with respect to a fire in one of its facilities in fiscal
1992.

     REORGANIZATION EXPENSES - Reorganization expenses in fiscal
1996 of approximately $7.3 million reflect the expenses incurred
for professional services related to the Prepackaged Bankruptcy
including investment banking, accounting and legal fees.  The
Company incurred reorganization expenses in fiscal 1997 of
approximately $0.8 million as a result of the settlement of the
lease rejection claim related to the Chicago, Illinois facility,
and the cost of professional services related to the Non-Stop
litigation in the Prepackaged Bankruptcy.  See Section 3, "Legal
Proceedings".

     INCOME (LOSS) - The Company's loss before income taxes and
extraordinary item for fiscal 1996 was $11.5 million, compared to
a loss of $9.1 million for fiscal 1997.  The decreased loss in
fiscal 1997 is due to the approximately $7.4 million of
reorganization expense incurred in fiscal 1996 offset in part by
the lower gross operating margin realized in fiscal 1997.

The Company's income before income taxes and extraordinary item for
fiscal 1995 was $10.8 million compared to a loss of $11.5 million
in fiscal 1996, primarily the result of the insurance settlement
and the reorganization expenses referred to above.

     EXTRAORDINARY ITEM - In connection with the exchange of the
Company's 11% Debentures for the 15% Debentures and the repurchase
of the $10.0 million of Series A Bonds in the Prepackaged
Bankruptcy, unamortized original issue discount of approximately
$2.0 million and unamortized issuance costs of approximately $1.0
million were written off, resulting in an extraordinary loss, net
of taxes, of approximately $1.8 million in fiscal 1996.

     INFLATION - The Company's operations have not been, nor are
they expected to be, materially affected by inflation or changing
prices.

     NEW ACCOUNTING STANDARDS - Effective March 1, 1996, the
Company adopted Financial Accounting Standard Board Statement of
Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of." This statement generally requires assessment of
recoverability of an asset after events or circumstances that
indicate an impairment to the asset and its future cash flows.  Any
impairment loss would be recognized as a one-time charge to
earnings affecting results of operations, but would not affect the
cash flow of the Company.  There was no impairment loss to report
upon adoption.

Effective March 1, 1996, the Company adopted Financial Accounting
Standards Board Statement of Financial Accounting Standards No.
123, "Accounting for Stock-Based Compensation" ("SFAS No. 123"). 
SFAS No. 123 requires that, except for transactions with employees
that are within the scope of Accounting Principles Board Opinion
No. 25 ("APB No. 25"), all transactions in which goods or services
are the consideration received for the issuance of equity
instruments are to be accounted for based on the fair value of the
consideration received or the fair value of the equity instrument
issued, whichever is more reliably measurable.  However, it also
allows an entity to continue to measure compensation costs for
those plans using the intrinsic value based method of accounting
prescribed by APB No. 25.  Entities electing to follow the
accounting methods of APB No. 25 must make pro forma disclosures of
net income and, if presented, earnings per share, as if the fair
value method of accounting defined in SFAS No. 123 had been
applied.

Pro forma disclosures required for entities that elect to continue
to measure compensation cost using APB No. 25 must include the
effects of all awards granted in fiscal years that begin after
December 15, 1994.  The Company has elected to continue using APB
No. 25 and make the necessary SFAS No. 123 pro forma disclosures. 
See Note 9 of Notes to Consolidated Financial Statements as of the
last day of February 1996 and 1997.

The Company has not implemented the requirements of Financial
Accounting Standards Board Statement of Financial Accounting
Standards No. 128, "Earnings Per Share" ("SFAS No. 128"), although
it will be required to do so for fiscal years beginning March 1,
1997 and thereafter.  This Statement establishes a different method
of computing net income per share than is currently required under
the provisions of Accounting Principles Board Opinion No. 15. 
Under SFAS No. 128, the Company will be required to present both
basic net income per share and diluted net income per share.  The
Company estimates that the adoption of SFAS No. 128 will not have
a material impact on its income per share.



LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

The Company believes it has sufficient liquidity and capital
resources to meet its needs related to the payment of interest
expense, the continued operation and maintenance of its warehouses,
the continued operation and planned expansion of its transportation
management business and to fund limited growth in warehouse
investments.  Anticipated growth in the volume of transportation
management services is not expected to consume significant capital
resources.  Although the Company's internal resources for new
warehouse acquisition or construction are limited, the Company has
arranged for up to $25.0 million in lease financing for new
warehouse capacity from a finance company (the "Lease Line") of
which approximately $7.3 million remained unused at February 28,
1997.  See " - Capital Resources."  While the Company currently has
no projects in progress, the Company plans to finance its warehouse
expansion program principally through lease financing, and the
Company believes it has the ability to finance any fiscal 1998
expansion projects from the Lease Line, similar lease financing or
mortgage financing.  In light of the significant debt obligations
due between fiscal 2000 and fiscal 2008, the Company continues to
need to increase operating cash flow and seek external sources for
refinancing.  To the extent such operating cash flow growth will
result from warehouse capacity growth, the Company will also be
required to obtain additional sources of financing.

LIQUIDITY
---------

     OPERATING CASH FLOW - Net cash flow from operating activities,
representing cash provided from operations, is used to fund capital
expenditures and meet debt service requirements.  Operating cash
flow reported for any one period is sensitive to the timing of the
collection of receivables and the payment of payables.

Net cash flow from operating activities as reported in the
Company's consolidated financial statements increased from $12.6
million for fiscal 1996 to $18.9 million for fiscal 1997.  The
increase is due to the reduction in reorganization fees and
expenses associated with the Prepackaged Bankruptcy.  The Company's
operating cash flow would have been $19.9 million for fiscal 1996
and $19.6 for fiscal 1997 without reorganization fees and expenses
of $7.3 million and $0.8 million, respectively.  Funds provided
from operations (gross operating margin plus depreciation,
amortization and employee stock ownership plan expense) for fiscal
1995, 1996 and 1997 totaled $71.6 million, $76.6 million and $72.1
million, respectively.  Interest expenses, net of amortization of
original issue discount, totaled $54.0 million, $56.2 million and
$56.7 million, respectively.  As a result of increased taxable
earnings and the reversal of deferred tax liabilities, the Company
anticipates that cash tax payments will increase.  See Note 11 of
Notes to Consolidated Financial Statements as of the last day of
February 1996 and 1997.

     WORKING CAPITAL - The Company's working capital position at
fiscal 1997 year end was a negative $12.5 million.  This position
compares to $3.2 million at fiscal 1996 year end.  Working capital
was reduced in fiscal 1997 due to the funding of approximately
$22.4 million of warehouse expansions.

The Company's typical negative working capital position has not
historically affected its ability to meet its cash operating needs. 
The Company, however, in fiscal 1995 experienced a shortfall in
working capital necessary to make the fiscal 1995 and fiscal 1996
sinking fund payments required with respect to the 11% Debentures,
leading to the Prepackaged Bankruptcy.  See " - Overview -
Prepackaged Bankruptcy".
  

CAPITAL RESOURCES
-----------------

The credit agreement ("Bank Credit Agreement") with the Company's
primary bank provides an aggregate availability of $27.5 million,
which may be used for any combination of letters of credit and
revolving cash borrowings for general working capital purposes,
subject to borrowing base limitations.  The borrowing base for both
cash borrowings and letter of credit amounts equals 85% of eligible
accounts receivable pledged to the bank plus, at the option of the
Company, 70% of the value of all real property mortgaged to the
bank, up to a maximum of $27.5 million.  The Company has not
mortgaged any properties under the Bank Credit Agreement.  The Bank
Credit Agreement, which matures on February 28, 1999, requires two
30-day resting periods (during which there may be no outstanding
borrowings) during each of fiscal 1998 and fiscal 1999.  The Bank
Credit Agreement also contains certain restrictive covenants,
including financial covenants.

Based on eligible accounts receivable as of February 28, 1997, the
Company had an available credit line of $23.1 million, of which
$8.7 million was used for letters of credit, principally related to
leasing commitments and workers' compensation reserves.  No cash
borrowings were outstanding.

The Lease Line was used to finance, subject to meeting certain
conditions, the construction or acquisition of new warehouses or
the expansion of existing warehouses which were not pledged as
collateral security for senior debt.  While the Lease Line
commitment was originally intended to expire December 31, 1996,
based on discussions with the lender, the commitment expiration
date is expected to be extended into the second quarter of fiscal
1998.  In addition, the Lease Line is expected to be increased by
approximately $10.0 million, to an available total of $17.3
million, in order to allow for the planned sale/leaseback of an
existing facility.  The first funding of approximately $5.7 million
closed in late fiscal 1996 with respect to the Company's Grand
Island, Nebraska facility.  The Company also funded $12.0 million
for the financing of the Pasco, Washington facility under the Lease
Line during November 1996.  In October 1996, the Company financed
the Burley, Idaho facility expansion through a mortgage with its
primary bank.

The Company was notified that in December 1996, the Metropolitan
Life Insurance Company (the "Met") sold its entire $140.0 million
holdings of the Company's Series A Bonds. As a result of such
transaction, the Second Amended and Restated Investment Agreement,
dated May 9, 1995, between the Met and the Company, which included
certain financial covenants and other restrictive covenants, was
terminated.

On April 9, 1996, the Company sold $120.0 million aggregate
principal amount of the Company's 12.875% Notes.  The interest rate
on the 12.875% Notes can be increased from 12.875% to 13.875% if
the 12.875% Notes are not rated "B- or higher" by Standard &
Poor's, and "B3 or higher" by Moody's Investor Services, by
November 1, 1997.  The 12.875% Notes have been rated "B-" by
Standard & Poor's since they were issued, and as of May 1, 1997,
"Caa" by Moody's Investor Services.  
  

     CAPITAL EXPENDITURES - Expenditures for property, plant and
equipment for fiscal 1997 totaled $33.6 million, of which
approximately $26.1 million related to warehouse expansions.  Of
the $26.1 million, all but approximately $3.7 million of the
expenditures were funded from net cash flow from operations.  

The Company has no expansion projects in progress.  The Company
plans to finance its warehouse expansion program principally
through lease financing or mortgage financing.  

Expenditures, including capital leases, for property, plant and
equipment for fiscal years 1995, 1996 and 1997 totaled $14.3
million, $35.0 million and $33.6 million, respectively, as
summarized in the following table:

                 Historical Capital Expenditures
                          (In Millions)

<TABLE>
<CAPTION>
                                                   Fiscal Year Ended Last
                                                      Day of February
                                                   ----------------------
                                                   1995      1996     1997
                                                   ----      ----     ----
<S>                                                <C>      <C>       <C>

Routine replacements/betterments                  $  5.5    $  3.9   $  5.0   
Revenue enhancements or cost reductions              1.9       4.4      2.7   
Expansions                                           6.9      26.7     26.1
                                                   -----     -----    -----
Total                                             $ 14.3    $ 35.0   $ 33.8 
                                                   =====     ======   =====

Cash Portion of Capital Expenditures<F1>          $ 13.2    $ 34.2   $ 33.6 
                                                   =====     =====    =====

<FN>
<F1>    The cash portion of capital expenditures for all periods was funded from escrow funds available
        under the Bond Indenture, mortgage payable and net cash flow from operations.  The non-cash portion of 
        capital expenditures was funded from capital leases.

</TABLE>

     
     SUBSEQUENT EVENT -  Subsequent to the end of fiscal 1997,
Heinz announced that it had entered into negotiations to sell
several potato processing plants of Ore-Ida to McCain.  The sale is
expected to close in mid-calendar 1997.  While the Company is not
able to estimate the extent to which sales to McCain will replace
sales to Heinz, the Company expects the total percentage of the
Company's net sales to Heinz will decrease in fiscal 1998.
<PAGE>
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Company's consolidated financial statements as of the last day
of February 1996 and 1997 and related information listed below, are
set forth on pages 56 through 83 of this report.


                 TITLE                             PAGE
               ---------                           ----

Independent Auditors' Report                        55

Consolidated Balance Sheets as of the last day      56
  of February 1996 and 1997                         

Consolidated Statements of Operations for years     58
  ended the last day of February 1995, 1996 and 
  1997                                              

Consolidated Statements of Common Stockholders'     59
  Deficit for years ended the last day              
  of February 1995, 1996 and 1997 

Consolidated Statements of Cash Flows for years     60
  ended the last day of February 1995, 1996 and
  1997                                              

Notes to Consolidated Financial Statements as       62
  of the last day of February 1996 and 1997         



ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

     None.


<PAGE>
                            PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The directors and executive officers of Americold as of May 1, 1997
are as follows:

        NAME          AGE             TITLE
        ----          ---             -----

Ronald H. Dykehouse    55     Chairman of the Board, President
                                and Chief Executive Officer 

Joel M. Smith          53     Senior Vice President, Chief
                                Financial Officer and Director

John P. LeNeveu        50     Executive Vice President, 
                                Operations and Sales

F. Stanley Sena        48     Executive Vice President,
                                Transportation and Distribution
                                Logistics

J. Roy Coxe            56     Senior Vice President, 
                                Logistics

Ronald A. Nickerson    60     Vice President, Operations

Lon V. Leneve          40     Vice President and Treasurer 

Frank Edelstein        71     Director

George E. Matelich     40     Director

James C. Pigott        60     Director

William A. Marquard    76     Director


     RONALD H. DYKEHOUSE was named President of Americold
Corporation in May 1990 and Chairman of the Board and Chief
Executive Officer in June 1990.  Mr. Dykehouse is a past director
of the National Frozen Foods Association and past Chairman of the
American Frozen Food Institute.

     JOEL M. SMITH has been Senior Vice President and a director of
the Company since December 1986.  Mr. Smith has been the Chief
Financial Officer of Americold since 1978 and a Vice President
since 1984.  In April 1996, Mr. Smith was elected a director of the
IARW.

     JOHN P. LENEVEU was named Executive Vice President, Operations
and Sales of Americold in July 1995.  From July 1991 to 1995, he
was Senior Vice President, Operations and Sales.  

     F. STANLEY SENA was named Executive Vice President,
Transportation and Distribution Logistics of the Company in July
1995.  From August 1991 to 1995, he was Senior Vice President,
Administration and Technical Services of the Company.  Since 1994,
Mr. Sena has been a board member of the International Frozen Food
Association.

     J. ROY COXE was named Senior Vice President, Logistics, of
Americold in December 1993.  From 1991 to 1993, he was a management
consultant with A. T. Kearney, Inc., an international management
consulting company.  

     RONALD A. NICKERSON has been Vice President, Operations since
1990.  

     LON V. LENEVE was named Vice President in September 1992 and
has been Treasurer of Americold since July 1988.  

     FRANK EDELSTEIN was elected a director of the Company in 1986. 
He is currently a consultant to both Kelso and the Gordon+Morris
Group, Inc., an investment banking firm.  Mr. Edelstein joined
Kelso in 1987 and held the position of Vice President at Kelso
until 1992.  Mr. Edelstein is also a director of Ceradyne, Inc.,
IHOP Corporation and Arkansas Best Corporation.

     GEORGE E. MATELICH has been a director of the Company since
December 1986.  Mr. Matelich is currently a Managing Director of
Kelso.

     JAMES C. PIGOTT was elected a director of Americold in June
1987.  He is President of Pigott Enterprises, Inc., a private
investment company.  Mr. Pigott has been Chairman of the Board and
Chief Executive Officer of Management Reports and Services, Inc.,
an accounting consulting firm since 1987.  Mr. Pigott's other
business activities include membership on the Board of Directors of
PACCAR, Inc.

     WILLIAM A. MARQUARD was elected a director of Americold in
June 1987.  Mr. Marquard is a director of Treadco, Inc., Mosler,
Inc., Earle M. Jorgenson Holding Company, Inc., Earle M. Jorgenson
Company, Arkansas Best Corporation and Best Holding Corporation. 
He is also Vice Chairman of the Board of Directors of Kelso.

All directors hold office until the next annual meeting of
shareholders of the Company or until their successors have been
elected and qualified.  The executive officers of the Company are
chosen by the Board and serve at its discretion.

For their services on the Board of Directors of the Company,
Messrs. Pigott, Marquard and Edelstein are paid $16,000 per year. 
Mr. Pigott receives $1,000 per year as Chairman of the Company's
Audit Committee.  Messrs. Pigott, Marquard and Edelstein also
receive $600 per meeting attended.  Directors who are also officers
of the Company and Mr. Matelich do not receive additional
compensation as directors of the Company.  Directors are reimbursed
for out-of-pocket expenses incurred in connection with attendance
at meetings.

The Compensation Committee for fiscal 1997 consisted of Mr.
Matelich, Mr. Marquard and Mr. Pigott.  The Audit Committee for
fiscal 1997 consisted of Mr. Matelich, Mr. Edelstein and Mr.
Pigott.  

On December 23, 1992, Kelso and its chief executive officer,
without admitting or denying the findings contained therein,
consented to an administrative order in respect of a Securities and
Exchange Commission (the "Commission") inquiry relating to the 1990
acquisition of a portfolio company by a Kelso affiliate.  The order
found that Kelso's tender offer filing in connection with the
acquisition did not comply fully with the Commission's tender offer
reporting requirements, and required Kelso and the chief executive
officer to comply with these requirements in the future.



ITEM 11.   EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE
--------------------------

The following table sets forth information as to the compensation
of the Chief Executive Officer and each of the other four most
highly compensated executive officers of the Company as of the last
day of February 1997 for services in all capacities to the Company
for the years ended the last day of February 1995, 1996 and 1997.

<TABLE>
<CAPTION>
                                                                                          Long-Term 
                                     Annual Compensation                              Compensation Awards
                             ---------------------------------------------------      -------------------
                                                                       Other                  Option/
   Name and                                                            Annual                  SARs
Principal Position           Year      Salary    Bonus             Compensation<F1>            (#)<F2>
--------------------         ----      ------    --------           ------------              -----
<S>                         <C>       <C>        <C>                 <C>                       <C>

Ronald H. Dykehouse         1997      $311,616   $108,918               $      -              100,000
  President, Chairman       1996       300,000    213,432                      -                    -
  & CEO                     1995       300,000    231,000                      -                    -

Joel M. Smith               1997       166,904     54,508                      -                    -
  Sr. Vice President        1996       162,373     93,243                      -                    -
  and CFO                   1995       159,120     98,654                      -                    -

John P. LeNeveu             1997       174,937     51,979                      -               30,000
  Exec. Vice President,     1996       166,373     92,961                      -                    -
  Operations & Sales        1995       159,120     98,654                      -                    -

F. Stanley Sena             1997       166,904     56,965                      -                    -
  Exec. Vice President,     1996       160,667     89,773                      -                    -
  Transportation and        1995       150,320     93,403                      -                    -
  Distribution Logistics

J. Roy Coxe                 1997       154,356     43,591                      -                30,000
  Sr. Vice President,       1996       150,000     80,558                      -                     -
  Logistics                 1995       150,000     93,000                      -                     -

_______________
<FN>
<F1> Consists of the value of automobiles and other miscellaneous
     fringe benefits.  For fiscal years 1995, 1996 and 1997, the
     amounts did not exceed the lesser of $50,000 or 10% of the
     named executive officer's annual salary and bonus.  
<F2> Consists of repriced options issued in fiscal 1997 to replace
     options issued in earlier fiscal years whose exercise price
     substantially exceeded the market value of the underlying
     stock.
</TABLE>
  

OPTION GRANTS TABLE
-------------------

The following table sets forth information as to the options
granted to the Chief Executive Officer and each of the other four
most highly compensated executive officers of the Company during
fiscal 1997.

<TABLE>
<CAPTION>


                                                                                    Potential Realizable
                                                                                     Value at Assumed
                                                                                      Annual Rates of
                                                                                        Stock Price
                                                                                      Appreciation for
                                   Individual Grants                                    Option Term
                       ------------------------------------------------------       -------------------
                         Number of
                        Securities     % of Total
                        Underlying      Options       Exercise
                          Options      Granted to      or Base
                          Granted     Employees in      Price      Expiration
    Name                 (#)<F1>     in fiscal year     ($/Sh)        Date          5% ($)    10% ($)
    ----               ----------    --------------    -------        ----          ------    -------
<S>                    <C>            <C>              <C>         <C>               <C>       <C>

Ronald H. Dykehouse     100,000          62.4%          $12.30    April 23, 2006    724,674  1,882,491

Joel M. Smith                 -             -                -           -                -          -

John P. LeNeveu          30,000          18.8%           12.30    April 23, 2006    217,402    564,747

F. Stanley Sena               -             -                -           -                -          -

J. Roy Coxe              30,000          18.8%           12.30    April 23, 2006    217,402    564,747

----------------------------
<FN>
<F1> Consists of repriced options issued in fiscal 1997 to replace
     options issued in earlier fiscal years whose exercise price
     substantially exceeded the market value of the underlying
     stock.
</TABLE>


AGGREGATED OPTION TABLE
-----------------------

The following table sets forth information as to the options held
by the Chief Executive Officer and each of the other four most
highly compensated executive officers of the Company through the
end of fiscal 1997.

<TABLE>
<CAPTION>
                                                                              Value of  
                                                           Number of         Unexercised
                                                           Unexercised       In-the-Money
                                                           Options at         Options at
                                                            Fiscal              Fiscal
                              Shares                       Year-End            Year-End
                            Acquired on       Value        Exercisable/      Exercisable/
Name                         Exercise       Realized      Unexercisable     Unexercisable
----                       ------------     --------      -------------      -----------
<S>                        <C>              <C>           <C>                <C>

Ronald H. Dykehouse               0           $  0           0/100,000       $     0/0

Joel M. Smith                     0              0             8,278/0        99,336/0

John P. LeNeveu                   0              0            0/30,000             0/0

F. Stanley Sena                   0              0             8,279/0        99,348/0

J. Roy Coxe                       0              0            0/30,000             0/0
</TABLE>




BENEFIT PLAN AND ARRANGEMENTS
-----------------------------

     MANAGEMENT INCENTIVE PLAN - The Company has a Management
Incentive Plan (the "MIP Plan") to provide additional compensation
to participants, including executive officers, upon the achievement
of certain financial objectives of the Company and individual
personal objectives of the participants.  The MIP Plan is
administered by the Compensation Committee of the Board of
Directors (the "Compensation Committee") and is applicable to
management employees of Americold and, at the option of the
President of the Company, other employees of Americold.  The
financial objective award is 50% of the total award and is based on
attainment of actual operating results as compared to financial
targets.  The financial targets were established and approved by
the Company based upon the annual business plan.  The personal
objective award is 50% of the total award and is based on
attainment of both quantifiable and nonquantifiable goals
established at the beginning of the MIP Plan year.  Incentive
compensation earned under the MIP Plan is computed as soon as
possible after the close of the Company's fiscal year and payment
is generally made following approval by the Board unless a deferred
payment election has been filed with the Company in accordance with
the terms of the Plan.

The Board of Directors authorized the payment of approximately $1.4
million in total fiscal 1997 awards pursuant to the MIP Plan. 
These awards were paid in April 1997.  Incentive compensation
earned by the Company's executive officers for the fiscal year
ended the last day of February 1997 is included in the Bonus column
in the above Summary Compensation Table.


     RETIREMENT PLAN - Americold has a noncontributory defined
benefit retirement plan for salaried employees, including executive
officers (the "Retirement Plan").  The Retirement Plan provides
retirement benefits based on credited years of service and average
monthly compensation for the highest five calendar years of the
final 15 calendar years of employment or, if higher, the highest 60
consecutive months in the last 120 months of employment.  A
participant's retirement benefits vest after the participant has
completed at least five years of Vesting Service.

The following table shows the approximate annual retirement
benefits payable to employees for life from normal retirement date
pursuant to the Retirement Plan before reduction for Social
Security payments.  The actual retirement benefit to employees is
offset by Social Security benefits.  Service credited under a
retirement plan of the Company's former owners will be recognized
by the Retirement Plan for purposes of determining the pension
benefits payable under the Retirement Plan.

Estimated years of credited service to date under the Retirement
Plan for the individuals named in the Summary Compensation Table
are as follows:  Mr. Dykehouse, 6 years; Mr. Smith, 18 years; Mr.
LeNeveu, 5 years; Mr. Sena, 27 years; and Mr. Coxe, 3 years.  
Estimated years of credited service at normal retirement date (age
65) under the Retirement Plan for the individuals named in the
Summary Compensation Table are as follows:  Mr. Dykehouse, 16
years; Mr. Smith, 26 years; Mr. LeNeveu, 20 years; Mr. Sena, 45
years; and Mr. Coxe, 12 years.

                                      Years of Service       
                             -------------------------------------
Average Annualized
   Compensation              20          30         40         50
------------------        --------    --------   --------    ------

    $100,000              $ 30,000   $ 45,000   $ 60,000   $ 75,000
     125,000                37,500     56,250     75,000     93,744
     150,000                45,000     67,500     90,000    112,500
     175,000                45,000     67,500     90,000    112,500
     200,000                45,000     67,500     90,000    112,500
     300,000                45,000     67,500     90,000    112,500
     325,000                45,000     67,500     90,000    112,500


In addition to the above, certain individuals named in the Summary
Compensation Table are entitled to a benefit calculated by using
additional years of service credited under supplements to the
Retirement Plan.  Years of credited service under the supplements
for the individuals named in the Summary Compensation Table as of
the last day of February 1997 are as follows:  Mr. Dykehouse, 0
years; Mr. Smith, 5 years; Mr. LeNeveu, 0 years; Mr. Sena, 0 years;
and Mr. Coxe, 0 years.  The annual amount to be received at normal
retirement date pursuant to the supplements is estimated to be as
follows:  Mr. Dykehouse, $0 per annum; Mr. Smith, $5,906 per annum;
Mr. LeNeveu, $0 per annum; Mr. Sena, $0 per annum; and Mr. Coxe, $0
per annum.

A participant's retirement benefits (excluding any incremental
benefit earned under any supplement) under the Retirement Plan plus
50% of Social Security benefits may not exceed 60% of his
compensation at retirement after 40 years of service, subject to
maximum dollar limitations.  See Note 8 of Notes to Consolidated
Financial Statements as of the last day of February 1996 and 1997.


     EMPLOYEE STOCK OWNERSHIP PLAN - Americold established,
effective March 1, 1987, an Employee Stock Ownership Plan, as
amended January 1, 1994 (the "ESOP"), in which all qualifying
employees of the Company not covered by collective bargaining
arrangements are able to participate.  It is contemplated that
contributions on an annual basis will not exceed 15% of the
aggregate total compensation of any participating employee.  The
Company may contribute cash as well as or in lieu of its stock. 
The consent of the Company's Board of Directors is required to
authorize any contribution by Americold to the ESOP.  Contributions
are allocated among participants based on the ratio of each
participant's compensation to the total compensation of all such
participants, subject to certain limitations.  The ESOP is intended
to provide retirement funds to participants in addition to present
pension benefits.

Benefits under the ESOP vest based upon years of service as
follows:  20% after three years of service, increased by 20% for
each of the next four years with a maximum of 100% after seven
years of service.  A participant is 100% vested if employed by the
Company on or after his 65th birthday, or if the participant incurs
a total and permanent disability or dies while employed by the
Company.  The ESOP has the right to repurchase previously
distributed shares from employees terminating their ESOP
participation, using funds obtained through cash contributions by
the Company.  Participant forfeitures are allocated pro rata to
remaining participants.

Participants are eligible for distribution of their capital
accumulation in the ESOP at the normal retirement age of 65.  The
distribution will be made in whole shares of the Company's stock,
cash or a combination of both, as determined by the Compensation
Committee, provided the participant has not elected to be paid in
stock.

Upon termination of the ESOP, the ESOP's trust will be maintained
until the capital accumulations of all participants have been
distributed.

Management anticipates recommending a $500,000 ESOP contribution
for fiscal 1997.


     KEY EMPLOYEE STOCK OPTION PLAN - In 1987, Americold
established a Key Employee Stock Option Plan (the "Option Plan"). 
The Option Plan permits the issuance of nonstatutory options to
purchase up to 300,000 shares of common stock of the Company to
directors, officers and other key employees of the Company.  Of
these, options to purchase up to 150,000 shares were reserved for
issuance to the Management Group and options to purchase the
remaining 150,000 shares are reserved for issuance to all eligible
employees (including the Management Group) of the Company.

The Option Plan is administered by the Compensation Committee.  The
Compensation Committee determines the recipients of options
granted, the exercise price and the number of shares of common
stock subject to each option.  Options to purchase common stock are
granted at a price not less than 85% of the fair market value on
the day that the option is granted.  The Board of Directors may
amend the Option Plan from time to time.  The maximum term of each
stock option is ten years.  Options become exercisable at such time
or times as the Compensation Committee may determine at the time of
grant.

If the outstanding shares of common stock are changed into or
exchanged for a different number or kind of shares of the Company
or other securities of the Company, by reason of any merger,
consolidation, recapitalization, reclassification, stock split-up,
stock dividend or combination of shares, the Compensation Committee
shall make an appropriate and equitable adjustment in the number
and kind of shares as to which the unexercised portion of the
option shall be exercisable, to the extent that after such event
the optionee's right to a proportionate interest in the Company
shall be maintained as if the option had already been exercised and
the option shares were subject to such change or exchange.  Such
adjustment shall be made without change in the total price
applicable to the unexercised portion of the option and with a
corresponding adjustment in the exercise price per option share. 
Any such adjustment made by the Compensation Committee shall be
final and binding upon the Company, the optionee and all other
interested persons.

In the event of (i) dissolution or liquidation of the Company, (ii)
a merger in which the Company is not the surviving corporation or
(iii) a share exchange pursuant to which the outstanding shares of
common stock of the Company are acquired by another corporation,
then either (a) the Compensation Committee, upon authorization of
the Board, shall make an appropriate and equitable adjustment in
the number and kinds of securities covered by outstanding options,
and such options shall be expressly assumed by the successor
corporation, if any; or (b) in lieu of such adjustment, the Board
shall provide a 30-day period immediately prior to such an event
during which each optionee shall have the right to exercise the
optionee's outstanding options, in whole or in part, without regard
to the time the options have been outstanding or the vesting
schedule provided for in any option agreement entered into pursuant
to the Option Plan and all options not exercised shall expire at
the end of the 30-day period.

Information with regard to the grant of options as of the last day
of February 1997 under the Plan follows:

Number of Shares 
 Subject to         Exercise    Number of Shares    Expiration
  Option             Price        Exercisable          Date
----------           -------     -----------         ----------

 65,148              $10.00        65,148          May 1998
160,000              $12.30             0          April 2006


See Note 9 of Notes to Consolidated Financial Statements as of the
last day of February 1996 and 1997.

     OTHER ARRANGEMENTS - In calendar 1995, the Board of Directors
authorized employment agreements for certain executive officers of
the Company.

On November 1, 1995, the Company entered into an employment
agreement with Mr. Dykehouse.  The agreement expires on December
16, 1998 and may be extended for one-year periods by mutual
agreement.  Pursuant to the agreement, Mr. Dykehouse agreed to
serve as Chairman of the Board, President and Chief Executive
Officer of the Company for a minimum base monthly salary of $25,000
and the right to participate in the MIP Plan (or any other senior
management incentive program offered by the Company) and receive
all customary employee benefits ("Benefits").  The agreement
provides that if during the term of the agreement Mr. Dykehouse is
terminated "without cause", as defined, the Company will pay his
base compensation through December 16, 1998, employ him as a
consultant at his base salary for 24 months beginning January 1,
1999 and provide to him all Benefits through the earlier of the
date he obtains other employment and December 16, 2006.  The
Company is not required to make any such payments if the
termination is "for cause," as defined.  Among other termination
provisions, the agreement provides that Mr. Dykehouse may terminate
the agreement with 30 days' written notice if such termination is
for "good reason" (as defined), and in such case, Mr. Dykehouse
will receive the same treatment as if he were terminated "without
cause."  The employment agreement contains other customary terms
and conditions.

On August 1, 1995, the Company entered into two-year employment
agreements with Messrs. Smith, LeNeveu, Sena and Coxe.  Each
employee agreed to serve in the position and at the minimum base
monthly salary as follows:  Mr. Smith, Senior Vice President and
Chief Financial Officer, $13,666.66; Mr. LeNeveu, Executive Vice
President, $14,166.66; Mr. Sena, Executive Vice President,
$13,666.67; and Mr. Coxe, Senior Vice President, Logistics,
$12,500.00.  The agreements provide, among other conditions, that
if during the term of the employment agreement the employee is
terminated "without cause," as defined, the Company will pay the
employee any unpaid base compensation, any benefits accrued to the
date of termination and, for 24 months, a monthly amount equal to
the last monthly salary amount received.  The Company is not
required to make any such payment if the termination is "for
cause," as defined.  The employee may terminate employment upon 30
days' written notice, and the Company will pay such employee an
amount equal to either 12 months' salary if such termination is
without "good reason," as defined, or 24 months' salary if such
termination is for "good reason."  The employment agreements
contain other customary terms and conditions.

On June 30, 1996, the Company and Messrs. Smith, LeNeveu, Sena and
Coxe each entered into an Addendum to Employment Agreement whereby,
unless a party provides notice of intent not to renew prior to the
July 31 preceding the July 31 on which the employment agreement is
scheduled to terminate, the term of such agreement is automatically
extended for an additional year beyond the former termination date. 
For example, if neither party gives notice not to renew on or
before July 31, 1997, the term of the employment agreement will
extend to July 31, 1999.

Concurrently with the entering into of the employment agreements,
Messrs. Dykehouse, Smith, LeNeveu, Sena and Coxe each also entered
into a covenant not to compete and consulting and non-disclosure
agreement with the Company.  Under these agreements, each
individual has agreed not to compete with the Company during the
term of his employment with the Company, under the terms of an
employment contract or otherwise.  Mr. Dykehouse has agreed not to
compete with the company for a period of 24 months following
termination of employment or until October 31, 2000, whichever is
earlier, while the other officers have agreed not to compete with
the Company (1) for a 24-month period following termination of his
employment or until July 31, 2000, whichever is earlier, if the
termination is "for cause," as defined in the employment agreement,
or (ii) for a 12-month period or until July 31, 2000, whichever is
earlier, if the employee terminates employment with or without
"good reason," as defined in the employment agreement.  Subject to
certain exceptions, each individual has further agreed to be
available for employment as a consultant to the Company following
termination of employment.

<PAGE>
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT


     The following table sets forth information regarding the
beneficial ownership of common stock as of May 1, 1997 by (i) each
person known by the Company to own more than five percent of its
common stock, (ii) each director of the Company, (iii) each named
executive officer, (iv) all directors and officers as a group and
(v) the Management Group:


<TABLE>
<CAPTION>

                                                                                         Percent of
                                                                 Number of               Outstanding
Name and Address                                                  Shares                    Shares   
----------------                                                 ---------               -----------
<S>                                                               <C>                     <C>

KIA III-Americold, Inc., L.P.                                    2,000,000                 40.0%
  ("KIA III")
c/o Kelso & Company
320 Park Avenue, 24th Floor
New York, NY  10022

Kelso Investment Associates II, L.P.                               500,000                 10.0%
  ("KIA II")
c/o Kelso & Company
320 Park Avenue, 24th Floor
New York, NY  10022

Kelso Equity Partners, L.P.                                         70,000                  1.4%
  ("Kelso Equity")
c/o Kelso & Company
320 Park Avenue, 24th Floor
New York, NY  10022

Joseph S. Schuchert<F1>                                          2,593,600                 51.9%
320 Park Avenue, 24th Floor
New York, NY  10022

Frank T. Nickell<F1>                                             2,593,600                 51.9%
320 Park Avenue, 24th Floor
New York, NY  10022

George E. Matelich<F1>                                           2,593,600                 51.9%
320 Park Avenue, 24th Floor
New York, NY  10022

Frank K. Bynum, Jr.<F1>                                          2,593,600                 51.9%
320 Park Avenue, 24th Floor
New York, NY  10022

Michael B. Goldberg<F1>                                          2,593,600                 51.9%
320 Park Avenue, 24th Floor
New York, NY  10022

David I. Wahrhaftig<F1>                                          2,593,600                 51,9%
320 Park Avenue, 24th Floor
New York, NY  10022

Thomas R. Wall, IV<F1>                                           2,593,600                 51.9%
320 Park Avenue, 24th Floor
New York, NY  10022

New York Life Insurance Company                                    330,000                  6.6%
51 Madison Avenue
New York, NY  10010

New York Life Insurance and Annuity Corporation                    250,000                  5.0%
51 Madison Avenue
New York, NY  10010





                                                                                         Percent of
                                                                 Number of               Outstanding
Name and Address                                                  Shares                  Shares   
----------------                                                 ---------               -----------

Salkeld & Company                                                  462,100                   9.3%
c/o Bankers Trust Company
P. O. Box 704
Church Street Station
New York, NY  10008

Ronald H. Dykehouse<F2>                                             37,900                   0.8%
7007 S. W. Cardinal Lane, Suite 135
Portland, OR  97224

Joel M. Smith<F2>                                                   38,278                   0.8%
7007 S. W. Cardinal Lane, Suite 135
Portland, OR  97224

John P. LeNeveu <F2>                                                 8,000                   0.2%
7007 S. W. Cardinal Lane, Suite 135
Portland, OR  97224

F. Stanley Sena <F2>                                                38,279                   0.8%
7007 S. W. Cardinal Lane, Suite 135
Portland, OR  97224

J. Roy Coxe <F2>                                                     6,000                   0.1%
7007 S. W. Cardinal Lane, Suite 135
Portland, OR  97224

Frank Edelstein                                                         --                    --
The Gordon+Morris Group, Suite 1400
620 Newport Center Drive
Newport Beach, CA  92660

James C. Pigott                                                         --                    --
1405 - 42nd Avenue East
Seattle, WA  98112

William A. Marquard                                                     --                    --
600 Walnut Grove
Carlisle, KY  40311

All directors and officers as a group (11 persons)<F1><F2>         198,095                  3.9%
Management Group (21) persons<F2>                                  351,358                  6.9%
_____________________
<FN>
<F1>  Messrs. Schuchert, Nickell, Matelich, Bynum, Goldberg,
Wahrhaftig and Wall may be deemed to share beneficial ownership of
shares owned of record by KIA III, KIA II, Kelso Equity and Kelso
& Company (Kelso & Company owns 23,600 shares) by virtue of their
status as the general partners of Kelso Partners III, L.P. (the
general partner of KIA III), Kelso Partners II, L.P. (the general
partner of KIA II), and Kelso Equity and the controlling
stockholders and officers of Kelso & Company.  Messrs. Schuchert,
Nickell, Matelich and Wall share investment and voting powers with
respect to securities owned by the foregoing entities.  Messrs.
Schuchert, Nickell, Matelich, Bynum, Goldberg, Wahrhaftig and Wall
disclaim beneficial ownership of such securities (other than the
23,600 shares owned by Kelso & Company).

<F2>  Includes the following numbers of shares of common stock that
may be acquired within 60 days after May 1, 1997 through the
exercise of stock options granted pursuant to the Company's Option
Plan:  20,000 shares for Mr. Dykehouse; 8,278 shares for Mr. Smith;
6,000 shares for Mr. LeNeveu; 8,279 shares for Mr. Sena; 6,000
shares for Mr. Coxe; 59,595 for all directors and officers as a
group; and 96,458 shares for the Management Group.
</TABLE>


The shareholders of the Company listed above hold approximately 78%
of the voting power of the Company's common stock and are able to
elect all of the members of the Board of Directors and thereby
control the Company.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In April 1997, in consideration for certain assistance provided by
Kelso in connection with the Prepackaged Bankruptcy and the
issuance of the 12.875% Notes, the Company paid Kelso a financial
advisory fee of $500,000.  Mr. Matelich and Mr. Marquard, directors
of the Company, are a Managing Director and the Vice Chairman of
the Board of Directors, respectively, of Kelso.

Pursuant to the Stockholders' Agreement dated December 24, 1986
among the Company, Kelso and certain management shareholders (the
"Stockholders' Agreement"), Kelso and such shareholders have the
right, subject to certain limitations, to include shares of the
Company owned by them in any public registration of the Company's
securities.  Other relevant provisions of the Stockholders'
Agreement expired on December 24, 1996.







                             PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
          FORM 8-K

(a)  The following documents are filed as part of this report.

      1.  FINANCIAL STATEMENTS                        PAGE
          --------------------                        ----

          Reference is made to Part II, Item 8         30
          for a listing of the required financial 
          statements filed with this report

      2.  FINANCIAL STATEMENT SCHEDULES
          -----------------------------

          Schedule II - Valuation and Qualifying        83
          Accounts for years ended the last day of
          February 1995, 1996 and 1997  


          All other schedules are omitted because they are not
          applicable, or are not required, or because the 
          required information is included in the Company's
          consolidated financial statements as of the last
          day of February 1996 and 1997 or notes thereto.

     3.     EXHIBITS
            --------

            (2)     Plan of Reorganization, dated April 14, 1995
                    (filed as Exhibit (2) to the Form 10-K, dated
                    May 30, 1995, for the fiscal year ended
                    February 28, 1995, and incorporated herein by
                    reference)

            (3)  Articles of Incorporation and Bylaws

               (i)  Second Restated Articles of Incorporation, as
                    amended (filed as Exhibit (3)(i) to the Form
                    10-Q, dated July 14, 1995, for the quarter
                    ended May 31, 1995, and incorporated herein by
                    reference)

              (ii)  Restated Bylaws, as amended (filed as Exhibit
                    (3)(ii) to the Form 10-K, dated May 30, 1995,
                    for the fiscal year ended February 28, 1995,
                    and incorporated herein by reference)

             (iii)  Articles of Amendment, dated June 20, 1996, to
                    the Second Restated Articles of Incorporation,
                    as amended (filed as Exhibit 3.1 to the Form
                    10-Q, dated July 12, 1996, for the quarter
                    ended May 31, 1996, and incorporated herein by
                    reference)

            (4)  Instruments defining the rights of security
                 holders, including indentures 

               (i)  Articles IV, V and VI of the Second Restated
                    Articles of Incorporation as amended (see
                    Exhibit (3)(i))

              (ii)  Articles I, II, V, VII and X of the Restated
                    Bylaws as amended (see Exhibit (3)(ii))

             (iii)  Second Restated Stockholders' Agreement dated
                    as of December 24, 1986, as amended as of
                    April 15, 1987 and June 22, 1987 (filed as
                    Exhibit (4)(iv) to the Form 10-K, dated May
                    27, 1988, for the fiscal year ended February
                    29, 1988, and incorporated herein by
                    reference)

              (iv)  Third Amendment dated May 22, 1990 to
                    Stockholders' Agreement dated as of December
                    24, 1986, as amended as of June 22, 1987
                    (filed as Exhibit (4) to the Form 10-Q dated
                    July 12, 1990, for the quarter ended May 31,
                    1990, and incorporated herein by reference)

               (v)  Amended and Restated Indenture dated March 9,
                    1993, relating to the First Mortgage Bonds
                    (filed as Exhibit (4)(vi) to the Registration
                    Statement on Form S-1 (Registration No. 33-
                    53584) filed with the Commission on March 2,
                    1993, and incorporated herein by reference)

              (vi)  Stock Pledge Agreement dated as of February
                    28, 1989, between Registrant and The
                    Connecticut National Bank (filed as Exhibit
                    (19)(iii) to the Form 10-Q, dated October 14,
                    1992, for the quarter ended August 31, 1992,
                    and incorporated herein by reference)

             (vii)  Stock Pledge Agreement dated as of February
                    28, 1989 between Registrant and United States
                    National Bank of Oregon, acting as agent
                    pursuant to Article IX of the Credit
                    Agreement, as amended, dated as of April 30,
                    1987 (filed as Exhibit (19)(iv) to the Form
                    10-Q, dated October 14, 1992, for the quarter
                    ended August 31, 1992, and incorporated herein
                    by reference)

            (viii)  Form of Amended and Restated Security
                    Agreement relating to the First Mortgage Bonds
                    (filed as Exhibit (4)(xiv) to the Registration
                    Statement on Form S-1 (Registration No. 33-
                    53584) filed with the Commission on March 2,
                    1993, and incorporated herein by reference)

              (ix)  Form of Series A Bond (included as part of
                    Exhibit (4)(v))

               (x)  Form of Series B Bond (included as part of
                    Exhibit (4)(v))

              (xi)  Form of Amended and Restated Cash Collateral
                    Pledge Agreement relating to the First
                    Mortgage Bonds (filed as Exhibit (4)(xix) to
                    the Registration Statement on Form S-1
                    (Registration No. 33-53584) filed with the
                    Commission on March 2, 1993, and incorporated
                    herein by reference)

             (xii)  Form of Amended Stock Pledge Agreement
                    relating to the First Mortgage Bonds (filed as
                    Exhibit (4)(xx) to the Registration Statement
                    on Form S-1 (Registration No. 33-53584) filed
                    with the Commission on March 2, 1993, and
                    incorporated herein by reference)

            (xiii)  Form of Amended Mortgage, Assignment of Rents
                    and Security Agreement relating to the First
                    Mortgage Bonds (filed as Exhibit (4)(xxi) to
                    the Registration Statement on Form S-1
                    (Registration No. 33-53584) filed with the
                    Commission on March 2, 1993, and incorporated
                    herein by reference)

             (xiv)  First Supplemental Indenture relating to the
                    First Mortgage Bonds (filed as Exhibit 4.1 to
                    the Form 10-Q, dated July 14, 1995 for the
                    quarter ended May 31, 1995, and incorporated
                    herein by reference)

              (xv)  Indenture dated as of June 30, 1995 between
                    Registrant and United States Trust Company of
                    New York, as Trustee (filed as Exhibit 4.2 to
                    the Form 10-Q, dated July 14, 1995 for the
                    quarter ended May 31, 1995, and incorporated
                    herein by reference)

             (xvi)  Form of 15% Senior Subordinated Debentures due
                    2007 (included as part of Exhibit 4(xv))

            (xvii)  Form of Indenture relating to the 12.875%
                    Senior Subordinated Notes due 2008, between
                    Registrant and Fleet Bank, as Trustee (filed
                    as Exhibit (4)(xviii) to the Registration
                    Statement on Form S-1 (Registration No. 333-
                    541) filed with the Commission on April 1,
                    1996, and incorporated herein by reference)

           (xviii)  Form of 12.875% Senior Subordinated Notes due
                    2008 (included as part of Exhibit 4(xviii))

             (xix)  Fourth Amendment dated March 14, 1996 to
                    Stockholders Agreement dated as of December
                    24, 1986, as amended as of May 22, 1990 (filed
                    as Exhibit 4.1(1) to the Form 10-K, dated May
                    29, 1996, for the fiscal year ended February
                    29, 1996, and incorporated herein by
                    reference)



            (10)  Material Contracts

              *(i)  Americold Corporation Key Employee Stock
                    Option Plan, as amended, effective July 12,
                    1988 (filed as Exhibit (4)(i) to the Form 10-Q
                    dated October 14, 1988, for the quarter ended
                    August 31, 1988, and incorporated herein by
                    reference)

             *(ii)  Form of Nonstatutory Stock Option Agreement,
                    as amended, entered into between Registrant
                    and certain employees pursuant to the
                    Americold Corporation Key Employee Stock
                    Option Plan (filed as Exhibit (4)(ii) to the
                    Form 10-Q dated October 14, 1988, for the
                    quarter ended August 31, 1988, and
                    incorporated herein by reference)

             (iii)  Form of Amended and Restated Security
                    Agreement relating to the First Mortgage Bonds
                    (see Exhibit (4)(viii))

              (iv)  Stock Pledge Agreement dated as of February
                    28, 1989, between Registrant and The
                    Connecticut National Bank (see Exhibit
                    (4)(vi))

               (v)  Stock Pledge Agreement dated as of February
                    28, 1989, between Registrant and United States
                    National Bank of Oregon, a national banking
                    association, acting as agent pursuant to
                    Article IX of the Credit Agreement, as
                    amended, dated as of April 30, 1987 (see
                    Exhibit (4)(vii))

             *(vi)  Americold Corporation Management Incentive
                    Plan (filed as Exhibit (10)(iii) to the Form
                    10-K, dated May 27, 1988, for the fiscal year
                    ended February 29, 1988, and incorporated
                    herein by reference)

             (vii)  Form of Indemnity Agreement entered into
                    between the Company and each of its officers
                    and directors (filed as Exhibit (4)(x) to Form
                    10-K dated May 29, 1992 for the fiscal year
                    ended February 29, 1992, and incorporated
                    herein by reference)

            (viii)  Second Restated Stockholders' Agreement, dated
                    as of December 24, 1986, as amended as of June
                    22, 1987 (see Exhibit (4)(iii))

              (ix)  Third Amendment dated May 22, 1990 to
                    Stockholders' Agreement dated as of December
                    24, 1986, as amended as of June 22, 1987 (see
                    Exhibit (4)(iv))

               (x)  Amended and Restated Indenture relating to the
                    First Mortgage Bonds (see Exhibit (4)(v))

              (xi)  Form of Amended and Restated Cash Collateral
                    Pledge Agreement relating to the First
                    Mortgage Bonds (see Exhibit (4)(xi))

             (xii)  Form of Amended Stock Pledge Agreement
                    relating to the First Mortgage Bonds (see
                    Exhibit (4)(xii))

            (xiii)  Indemnification Agreement dated October 31,
                    1991 between the Company and The First Boston
                    Corporation (included as Exhibit (10)(xx) to
                    the Registration Statement on Form S-2
                    (Registration No. 33-41963) filed with the
                    Commission on July 31, 1991 and incorporated
                    herein by reference)

             (xiv)  Master Lease Agreement dated February 28,
                    1989, between Registrant and Americold
                    Services Corporation (filed as Exhibit
                    (19)(vi) to the Form 10-Q, dated October 14,
                    1992, for the quarter ended August 31, 1992,
                    and incorporated herein by reference)

             *(xv)  Americold Stock Incentive Plan effective March
                    1, 1991 (filed as Exhibit(10)(xviii) to the
                    Form 10-K dated May 29, 1992 for the fiscal
                    year ended February 29, 1992, and incorporated
                    herein by reference)

             (xvi)  Americold Transportation Systems Purchase of
                    Joint Venture Interest, effective November 1,
                    1991, between Registrant and Superior
                    Transportation Systems, Inc. (filed as Exhibit
                    (19)(vii) to the Form 10-Q, dated October 14,
                    1992, for the quarter ended August 31, 1992,
                    and incorporated herein by reference)

            (xvii)  Lease dated May 15, 1992, between Registrant
                    and Oregon Warehouse Partners, a Texas general
                    partnership (lease agreement for Ontario,
                    Oregon facility) (filed as Exhibit (19)(viii)
                    to the Form 10-Q, dated October 14, 1992, for
                    the quarter ended August 31, 1992, and
                    incorporated herein by reference)

           (xviii)  Form of First Amendment to Master Lease
                    Agreement between Registrant and Americold
                    Services Corporation (filed as Exhibit
                    (10)(xxxi) to the Registration Statement on
                    Form S-1 (Registration No. 33-53584) filed
                    with the Commission on March 2, 1993, and
                    incorporated hereby by reference)

            *(xix)  Nonstatutory Stock Option Agreement dated May
                    19, 1993 between the Company and John P.
                    LeNeveu (filed as Exhibit (10)(i) to the Form
                    10-Q, dated January 13, 1994 for the quarter
                    ended November 30, 1993, and incorporated
                    herein by reference)

             *(xx)  Nonstatutory Stock Option Agreement dated
                    December 17, 1993 between the Company and J.
                    Roy Coxe (filed as Exhibit 10 (xxvii) to the
                    Form 10-K, dated May 26, 1994 for the fiscal
                    year ended February 28, 1994, and incorporated
                    herein by reference)

            (xxi)   Second Amended and Restated Credit Agreement
                    between the Company and United States National
                    Bank of Oregon dated June 19, 1995 (filed as
                    Exhibit 10.1 to the Form 10-Q, dated July 14,
                    1995 for the quarter ended May 31, 1995, and
                    incorporated herein by reference)

          *(xxii)   Employment Agreement dated November 1, 1995,
                    between the Company and Ronald H. Dykehouse
                    (filed as Exhibit 10.1 to the Form 10-Q dated
                    January 16, 1996 for the quarter ended
                    November 30, 1995, and incorporated herein by
                    reference)

         *(xxiii)   Form of Employment Agreement dated August 1,
                    1995, between the Company and certain named
                    executive officers, and schedule thereto
                    (filed as Exhibit 10.2 to the Form 10-Q dated
                    January 16, 1996 for the quarter ended
                    November 30, 1995, and incorporated herein by
                    reference)

          *(xxiv)   Form of Covenant Not to Compete and Consulting
                    and Non-Disclosure Agreement between the
                    Company and certain named executive officers,
                    and schedule thereto (filed as Exhibit 10.3 to
                    the Form 10-Q dated January 16, 1996 for the
                    quarter ended November 30, 1995, and
                    incorporated herein by reference)

            (xxv)   Fourth Amendment dated March 14, 1996 to
                    Stockholders' Agreement dated as of December
                    24, 1986, as amended as of May 20, 1990 (see
                    Exhibit (4)(xx))

          *(xxvi)   First Amendment to Americold Corporation
                    Management Incentive Plan, amended as of April
                    24, 1996 (filed as Exhibit 4.1 to the Form 10-
                    K, dated May 29, 1996, for the fiscal year
                    ended February 29, 1996, and incorporated
                    herein by reference)

         *(xxvii)   Nonstatutory Stock Option Agreement effective
                    April 24, 1996 between the Company and Ronald
                    H. Dykehouse (filed as Exhibit 10.1 to the
                    Form 10-Q, dated October 16, 1996, for the
                    quarter ended August 31, 1996, and
                    incorporated herein by reference)

        *(xxviii)   Nonstatutory Stock Option Agreement effective
                    April 24, 1996 between the Company and John P.
                    LeNeveu (filed as Exhibit 10.2 to the Form 10-
                    Q, dated October 16, 1996, for the quarter
                    ended August 31, 1996, and incorporated herein
                    by reference)

          *(xxix)   Nonstatutory Stock Option Agreement effective
                    April 24, 1996 between the Company and J. Roy
                    Coxe (filed as Exhibit 10.3 to the Form 10-Q,
                    dated October 16, 1996, for the quarter ended
                    August 31, 1996, and incorporated herein by
                    reference)

           *(xxx)   Form of Addendum to Employment Agreement dated
                    June 30, 1996, between the Company and certain
                    named executive officers, and schedule thereto

*  Management contracts or compensatory plans or arrangements.



          (11) Statement Regarding Computation of Per Share
               Earnings


          (21) Subsidiaries of the Registrant


          (23) Consent of KPMG Peat Marwick LLP


          (27) Financial Data Schedule


          (99) Safe Harbor for Forward-Looking Statements Under
               Private Securities Litigation Reform Act of 1995:
               Certain Cautionary Statements



(b)     Reports on Form 8-K

             None
<PAGE>
                           SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                      AMERICOLD CORPORATION


By:  /s/  Ronald H. Dykehouse      By:  /s/  Joel M. Smith
     Ronald H. Dykehouse           Joel M. Smith
     Chairman of the Board, President   Senior Vice President and
     and Chief Executive Officer        Chief Financial Officer
                                   (Principal Financial Officer)

By:  /s/  Thomas R. Ferreira 
     Thomas R. Ferreira
     Corporate Controller
      (Principal Accounting Officer)

Dated:  May 28, 1997

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons on
behalf of the Company and in the capacities and on the dates
indicated.

/s/ Ronald H. Dykehouse 
-------------------------------               May 22, 1997
Ronald H. Dykehouse, Director

/s/ Joel M. Smith 
-------------------------------               May   , 1997
Joel M. Smith, Director


-------------------------------               May 27, 1997
Frank Edelstein, Director

/s/ George E. Matelich
-------------------------------               May   , 1997
George E. Matelich, Director

/s/ James C. Pigott
-------------------------------               May 22, 1997
James C. Pigott, Director

/s/ William A. Marquard
-------------------------------               May   , 1997
William A. Marquard, Director
                           SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                      AMERICOLD CORPORATION


By:   /s/ Ronald H. Dykehouse      By:  /s/ Joel M. Smith 
     Ronald H. Dykehouse                 Joel M. Smith
     Chairman of the Board, President   Senior Vice President and
     and Chief Executive Officer        Chief Financial Officer
                                         (Principal Financial     
                                                Officer)

By:  /s/ Thomas R. Ferreira  
     Thomas R. Ferreira
     Corporate Controller
      (Principal Accounting Officer)

Dated:  May 28, 1997

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons on
behalf of the Company and in the capacities and on the dates
indicated.

 
/s/ Ronald H. Dykehouse                            May 22, 1997
Ronald H. Dykehouse, Director

 
/s/ Joel M. Smith                                  May 28, 1997
Joel M. Smith, Director


/s/ Frank Edelstein                                May 27, 1997
Frank Edelstein, Director


/s/ George E. Matelich                             May 27, 1997
George E. Matelich, Director


/s/ James C. Pigott                                May 22, 1997
James C. Pigott, Director


/s/ William A. Marquard                            May 27, 1997
William A. Marquard, Director



Supplemental Information to be Furnished With Reports Filed
Pursuant to Section 15(d) of the Act by Registrants Which Have Not
Registered Securities Pursuant to Section 12 of the Act.

No proxy statement with respect to any annual or other meeting of
security holders has been sent to security holders.  The Company
does not solicit proxies.

<PAGE>


                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------


The Board of Directors and Stockholders
Americold Corporation:

     We have audited the consolidated balance sheets of Americold
Corporation as of the last day of February 1996 and 1997, and the
related consolidated statements of operations, common stockholders'
deficit and cash flows for each of the years in the three-year
period ended the last day of February 1997.  These consolidated
financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

     We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

     In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of Americold Corporation as of the last day of February
1996 and 1997, and the results of their operations and their cash
flows for each of the years in the three-year period ended the last
day of February 1997, in conformity with generally accepted
accounting principles.


                     /s/  KPMG Peat Marwick LLP

Portland, Oregon
May 2, 1997


<PAGE>
                      AMERICOLD CORPORATION

                   Consolidated Balance Sheets

               Last day of February 1996 and 1997

                (In Thousands, Except Share Data)

<TABLE>
<CAPTION>

                       Assets                                                 1996       1997
                       ------                                                 ----       ----
<S>                                                                       <C>        <C>

Current assets:
  Cash and cash equivalents                                                $  20,857  $  13,702
  Trade receivables, less allowance for doubtful accounts
    of $218 and $396, respectively                                            25,461     27,560
  Other receivables                                                            3,512      3,138
  Prepaid expenses                                                             4,286      3,828
  Tax refund receivable                                                        3,336      2,636
  Other current assets                                                           845        891
                                                                           ---------    -------

      Total current assets                                                    58,297     51,755

Net property, plant and equipment                                            375,851    384,484
Cost in excess of net assets acquired, less accumulated
  amortization of $22,138 and $24,644, respectively                           77,255     74,749
Debt issuance costs, less accumulated amortization
  of $3,987 and $5,168, respectively                                           6,627     11,041
Other noncurrent assets                                                        8,962      9,005











                                                                            --------   --------



        Total assets                                                       $ 526,992  $ 531,034
                                                                           =========  =========

</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>












<TABLE>
<CAPTION>


      Liabilities, Preferred Stock and Common Stockholders' Deficit           1996       1997
      -------------------------------------------------------------           ----       ----
<S>                                                                          <C>        <C>

Current liabilities:
  Accounts payable                                                          $  11,363   $  16,116
  Accrued interest                                                             19,056      18,466
  Accrued expenses                                                             11,604      13,660
  Deferred revenue                                                              5,707       5,555
  Current maturities of long-term debt                                          2,732       5,229
  Other current liabilities                                                     4,630       5,259
                                                                            ---------   ---------
      Total current liabilities                                                55,092      64,285

Long-term debt, less current maturities                                       461,667     465,834
Deferred income taxes                                                         102,041      98,524
Other noncurrent liabilities                                                    9,861      10,347
                                                                            ---------   ---------

      Total liabilities                                                       628,661     638,990
                                                                            ---------   ---------

Preferred stock, Series A, $100 par value.  Authorized 1,000,000
  shares; issued and outstanding 52,936 shares                                  5,771       5,753
                                                                            ---------   ---------

Common stockholders' deficit:
  Common stock, $.01 par value.  Authorized 10,000,000 shares; issued
    and outstanding 4,931,194 and 4,995,556 shares, respectively                   49          50
  Additional paid-in capital                                                   50,173      51,182
  Retained deficit                                                           (157,345)   (164,580) 
  Adjustment for minimum pension liability                                       (317)       (361)
                                                                            ---------   ---------

      Total common stockholders' deficit                                     (107,440)   (113,709)

Commitments and contingencies                                               ---------   ---------

      Total liabilities, preferred stock and common stockholders' deficit   $ 526,992   $ 531,034
                                                                            =========    =========
</TABLE>
<PAGE>
                      AMERICOLD CORPORATION

              Consolidated Statements of Operations

      Years ended last day of February 1995, 1996 and 1997

              (In Thousands, Except Per Share Data)


<TABLE>
<CAPTION>

                                                                       1995       1996       1997
                                                                       ----       ----       ----
<S>                                                                    <C>       <C>        <C>

Net sales                                                            $ 215,207   $ 279,788   $ 310,767
                                                                     ---------   ---------   ---------

Operating expenses:
  Cost of sales                                                        138,132     194,936     228,762
  Amortization of cost in excess of net assets acquired                  2,535       2,773       2,506
  Selling and administrative expenses                                   25,955      28,525      31,142
  Employee stock ownership plan expense                                    750         750         500
                                                                     ---------   ---------   ---------

      Total operating expenses                                         167,372     226,984     262,910
                                                                     ---------   ---------   ---------

      Gross operating margin                                            47,835      52,804      47,857
                                                                     ---------   ---------   ---------

Other income (expense):
  Interest income                                                        1,870       1,199         932
  Interest expense                                                     (55,344)    (56,610)    (56,678) 
  Amortization of debt issuance costs                                   (1,276)       (964)     (1,185)
  Gain on insurance settlement                                          16,953           -           -
  Reorganization expenses                                                    -      (7,344)       (771)
  Other, net                                                               753        (591)        701
                                                                     ---------   ---------   ---------
      Total other expense                                              (37,044)    (64,310)    (57,001)
                                                                     ---------   ---------   ---------

      Income (loss) before income taxes and extraordinary item          10,791     (11,506)     (9,144)

Provision (benefit) for income taxes                                     5,227      (3,426)     (2,604)
                                                                     ---------   ---------   ---------

      Income (loss) before extraordinary item                            5,564      (8,080)     (6,540)

Extraordinary item, net of income tax benefit of $1,158                      -      (1,794)          -
                                                                     ---------   ---------   ---------

      Net income (loss)                                              $   5,564   $  (9,874)  $  (6,540)
                                                                     =========   =========   =========

Income (loss) per share:
  Income (loss) before extraordinary item                            $    1.00  $   (1.80)   $   (1.46) 
  Extraordinary item                                                         -       (.37)           -
                                                                     ---------   ---------   ---------

      Net income (loss) per common share                             $    1.00   $  (2.17)   $   (1.46)
                                                                     =========   =========   =========

Weighted average number of shares outstanding                            4,864       4,867       4,952
                                                                     =========   =========   =========

</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>
                      AMERICOLD CORPORATION

     Consolidated Statements of Common Stockholders' Deficit

      Years ended last day of February 1995, 1996 and 1997

                (In Thousands, Except Share Data)


<TABLE>
<CAPTION>
                                                                                   Adjustment
                                                                                       for
                                                         Additional                  minimum   Total common 
                                                Common     paid-in     Retained      pension   stockholders'
                                                 stock     capital      deficit    liability      deficit
                                                 -----     -------      -------    ---------      -------
<S>                                              <C>      <C>          <C>          <C>          <C>


Balance last day of February 1994              $     49    $ 49,082    $(151,653)    $    (55)   $(102,577)

Purchase of common stock (3,065 shares)               -         (60)           -            -          (60)
11.5% preferred stock dividend                        -           -         (190)           -         (190)
Undeclared cumulative preferred stock dividend        -           -         (496)           -         (496)
Adjustment for minimum pension liability              -           -            -           12           12
Net income                                            -           -        5,564            -        5,564
                                               --------    --------     --------     --------     --------

Balance last day of February 1995                    49      49,022     (146,775)         (43)     (97,747)

Issuance of common stock (26,685 shares)              -         436            -            -          436 
13.5% preferred stock dividend                        -         715         (219)           -          496 
Undeclared cumulative preferred stock dividend        -           -         (477)           -         (477)
Adjustment for minimum pension liability              -           -            -         (274)        (274)
Net loss                                              -           -       (9,874)           -       (9,874)
                                               --------    --------     --------     --------     --------

Balance last day of February 1996                    49      50,173     (157,345)        (317)    (107,440)

Issuance of common stock (64,362 shares)              1       1,009            -            -        1,010
13.5% preferred stock dividend                        -           -         (237)           -         (237)
Undeclared cumulative preferred stock dividend        -           -         (458)           -         (458)
Adjustment for minimum pension liability              -           -            -          (44)         (44)
Net loss                                              -           -       (6,540)           -       (6,540)
                                              ---------    --------     --------     --------     --------

Balance last day of February 1997              $     50    $ 51,182    $(164,580)    $   (361)   $(113,709)
                                               ========    ========     ========     ========     ========


</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>
                      AMERICOLD CORPORATION

              Consolidated Statements of Cash Flows

      Years ended last day of February 1995, 1996 and 1997

                         (In Thousands)


<TABLE>
<CAPTION>

                                                                       1995       1996       1997
                                                                       ----       ----       ----
<S>                                                                    <C>       <C>        <C>

Cash flows from operating activities:
  Net income (loss)                                                 $   5,564   $  (9,874)   $  (6,540)
  Adjustments to reconcile net income (loss) to net
    cash provided by operating activities:
      Depreciation                                                     20,140     19,682        20,697
      Amortization of cost in excess of net assets acquired             2,535      2,773         2,506
      Amortization of debt issuance costs                               1,276        964         1,185
      Amortization of original issue discount                           1,369        430             -
      Gain (loss) on sale of assets                                      (286)      (555)           25
      Gain on insurance settlement                                    (16,953)         -             -
      Other amortization                                                  302        570           570
      Write-off of unamortized issuance costs                               -        962             -
      Write-off of original issuance discount                               -      1,989             -
      Write-off of long-term investment                                     -        750             -
      Change in assets and liabilities:
        Receivables                                                    (6,952)    (6,358)       (1,725)
        Prepaid expenses                                               (1,268)       954           458
        Tax refund receivable                                           1,012     (3,057)          700
        Other current assets                                              (67)      (150)          (46)
        Accounts payable                                                 1,291      4,622        4,753
        Accrued interest                                                   349      1,373         (590)
        Accrued expenses                                                 3,833        259        2,806
        Deferred revenue                                                 1,142       (207)        (152)
        Other current liabilities                                       (1,032)       718          629
        Deferred income taxes                                            1,540     (4,057)      (3,517)
        Other noncurrent liabilities                                    (1,111)       772       (2,901)
                                                                      --------    -------     --------

          Net cash provided by operating activities                     12,684     12,560       18,858
                                                                      --------    -------     --------



See accompanying notes to consolidated financial statements.<PAGE>
                      AMERICOLD CORPORATION

        Consolidated Statements of Cash Flows, Continued

                         (In Thousands)



                                                                       1995       1996       1997
                                                                       ----       ----       ----
<S>                                                                    <C>       <C>        <C>

Cash flows from investing activities:
  Proceeds from sale of assets                                      $   1,105   $    6,169    $   1,658
  Expenditures for property, plant and equipment                      (13,203)     (34,183)     (33,634)
  Purchase of long-term investment                                       (447)           -            -
  Proceeds from insurance policies                                     26,343            -            -
  Expenditures for logistics software                                  (1,650)        (230)         (56)
  Other items, net                                                        287          646          943
                                                                    ---------     --------    ---------
        Net cash provided (used) by investing activities               12,435      (27,598)     (31,089)
                                                                    ---------     --------    ---------

Cash flows from financing activities:
  Principal payments under capital lease and other 
    debt obligations                                                   (2,087)      (2,752)      (2,425)
  Proceeds from mortgage                                               13,475            -       15,222
  Retirement of note and mortgage                                      (9,044)           -      (11,376)
  Proceeds from sale of senior subordinated notes                           -            -      120,000
  Retirement of senior subordinated debentures                              -            -     (115,000)
  Retirement of mortgage bonds                                              -      (10,000)           -
  Release of escrow funds                                               2,714       20,083        4,820
  Deposit of escrow funds                                                   -       (4,768)           -
  Debt issuance costs                                                    (846)        (269)      (5,668)
  Purchase of treasury stock                                              (60)           -            -
  Issuance of stock                                                         -          438          218
  Preferred stock dividend                                                  -            -         (715)
                                                                    ---------    ---------    ---------
          Net cash provided by financing activities                     4,152        2,732        5,076
                                                                    ---------    ---------    ---------

          Net increase (decrease) in cash and cash equivalents         29,271      (12,306)      (7,155)

Cash and cash equivalents at beginning of year                          3,892       33,163       20,857
                                                                    ---------    ---------    ---------
Cash and cash equivalents at end of year                            $  33,163   $   20,857    $  13,702
                                                                    =========   ==========    =========

Supplemental disclosure of cash flow information:
  Cash paid during the year for interest, net of
    amounts capitalized                                             $  53,626   $   54,806    $  57,268
  Cash paid during the year for income taxes                            2,675        2,531           58
Supplemental schedule of noncash investing and
  financing activities:
    Capital lease obligations incurred to lease new
      equipment                                                         1,120          844          243
    Sale proceeds placed in escrow                                      1,483          450        5,334
    Exchange of senior subordinated debentures                              -      115,000            -
    Employee stock ownership plan contribution made
      with common stock                                                     -            -          750



</TABLE>

See accompanying notes to consolidated financial statements

<PAGE>
                      AMERICOLD CORPORATION

           Notes to Consolidated Financial Statements

               Last day of February 1996 and 1997



(1)  Summary of Significant Accounting Policies
     ------------------------------------------

     Accounting policies and methods of their application that
     significantly affect the determination of financial position,
     cash flows and results of operations are as follows:


     (a)  Business Description
          --------------------

     Americold Corporation (the "Company") provides integrated
     logistics services for the frozen food industry consisting of
     warehousing and transportation management.  These services are
     provided through the Company's network of 49 refrigerated
     warehouses and its refrigerated transportation management
     unit.  The Company has a wholly-owned warehousing subsidiary,
     Americold Services Corporation.

     In addition, the Company operates a limestone quarry.  This
     business is not significant to the Company as a whole and is
     not required to be reported as a separate industry segment.


     (b)  Principles of Consolidation
          ---------------------------

     The consolidated financial statements include the accounts of
     Americold Corporation and its wholly-owned subsidiary.  All
     significant intercompany transactions, profits and balances
     have been eliminated.


     (c)  Property, Plant and Equipment
          -----------------------------

     Property, plant and equipment are stated at cost. 
     Depreciation is generally provided on the straight-line method
     over the estimated useful lives of the respective assets
     ranging from 3 to 45 years for financial reporting purposes
     and on accelerated methods for income tax purposes where
     possible.  Property held under capital leases (at capitalized
     value) is amortized on the straight-line method over its
     estimated useful life, limited generally by the lease period. 
     The amortization of the property held under capital leases is
     included with depreciation expense.  Estimated remaining
     useful lives are reviewed periodically for reasonableness and
     any necessary change is generally effected at the beginning of
     the accounting period in which the revision is adopted.

     Maintenance and repairs are expensed in the year incurred;
     major renewals and betterments of equipment and refrigeration
     facilities are capitalized and depreciated over the remaining
     life of the asset.


     (d)  Cost in Excess of Net Assets Acquired
          -------------------------------------

     On December 24, 1986, all the outstanding capital stock of the
     Company was acquired by a private group consisting of
     affiliates of Kelso & Company, Inc., certain institutional
     investors and certain key employees and members of the
     Company's management.  The acquisition of the Company was
     accounted for as a purchase.  An allocation of the purchase
     price was made to the acquired assets and liabilities based on
     their estimated fair market values at the date of acquisition. 
     The unallocated purchase price is the Company's estimate of
     goodwill associated with the acquisition and is being
     amortized using the straight-line method over a period of 40
     years.

     The Company assesses the recoverability of the goodwill by
     determining whether the amortization of the goodwill balance
     over its remaining useful life can be recovered through
     projected undiscounted future net income.  The amount of
     goodwill impairment, if any, is measured based on projected
     discounted future net income using a discount rate reflecting
     the Company's current average cost of funds.



     (e)  Debt Issuance Costs
          -------------------

     Debt issuance costs incurred are amortized over the term of
     the related debt.


     (f)  Income Taxes
          ------------

     Income taxes are computed using the asset and liability
     method.  Under the asset and liability method, deferred income
     tax assets and liabilities are determined based on the
     differences between the financial reporting and tax bases of
     assets and liabilities and are measured using the currently
     enacted tax rates and laws.


     (g)  Management Estimates and Assumptions
          ------------------------------------

     The preparation of financial statements in conformity with
     generally accepted accounting principles requires management
     to make estimates and assumptions that affect the reported
     amounts of assets and liabilities and disclosure of contingent
     assets and liabilities at the date of the financial statements
     and the reported amounts of revenues and expenses during the
     reporting period.  Actual results could differ from those
     estimates.


     (h)  Revenue Recognition
          -------------------

     The Company's revenues are primarily derived from services
     provided to customers in both handling and storing frozen
     products and from freight services.  Handling and storage
     revenue is based primarily upon the total weight of frozen
     product received into and held in storage and is recognized as
     earned, not as billed.  Differences between revenue earned and
     revenue billed are recorded as deferred revenue. 
     Approximately 50% of the handling revenue is deferred until
     the customer's products are released.  The freight services
     revenues and direct costs are recognized upon delivery of
     freight.

     (i)  Income (Loss) Per Share
          -----------------------

     Income (loss) per common share is computed by dividing net
     income (loss) less preferred dividend requirements, by the
     weighted average of common shares outstanding.


     (j)  Major Customers
          ---------------

     Consolidated net sales to H. J. Heinz Company and subsidiaries
     amounted to approximately $45.5 million, $108.1 million and
     $149.9 million in the years ended the last day of February
     1995, 1996 and 1997, respectively.  No other customer
     accounted for 10% or more of consolidated net sales.


     (k)  Cash and Cash Equivalents
          -------------------------

     All highly liquid investments with a maturity of three months
     or less when purchased are considered to be cash equivalents. 
     There were cash equivalents of $15.4 million and $10.0 million
     as of the last day of February 1996 and 1997, respectively.


     (l)  New Accounting Standards
          ------------------------

     Effective March 1, 1996, the Company adopted Financial
     Accounting Standard Board Statement of Financial Accounting
     Standards No. 121, "Accounting for the Impairment of Long-
     Lived Assets and for Long-Lived Assets to be Disposed Of."
     This statement generally requires assessment of recoverability
     of an asset after events or circumstances that indicate an
     impairment to the asset and its future cash flows.  Any
     impairment loss would be recognized as a one-time charge to
     earnings affecting results of operations, but would not affect
     the cash flow of the Company.  There was no impairment loss to
     report upon adoption.

     Effective March 1, 1996, the Company adopted Financial
     Accounting Standards Board Statement of Financial Accounting
     Standards No. 123, "Accounting for Stock-Based Compensation"
     ("SFAS No. 123").  SFAS No. 123 requires that, except for
     transactions with employees that are within the scope of
     Accounting Principles Board Opinion No. 25 ("APB No. 25"), all
     transactions in which goods or services are the consideration
     received for the issuance of equity instruments are to be
     accounted for based on the fair value of the consideration
     received or the fair value of the equity instrument issued,
     whichever is more reliably measurable.  However, it also
     allows an entity to continue to measure compensation costs for
     those plans using the intrinsic value based method of
     accounting prescribed by APB No. 25.  Entities electing to
     follow the accounting methods of APB No. 25 must make pro
     forma disclosures of net income and, if presented, earnings
     per share, as if the fair value method of accounting defined
     in SFAS No. 123 had been applied.

     Pro forma disclosures required for entities that elect to
     continue to measure compensation cost using APB No. 25 must
     include the effects of all awards granted in fiscal years that
     begin after December 15, 1994.  The Company has elected to
     continue using APB No. 25 and make the necessary SFAS No. 123
     pro forma disclosures.

     The Company has not implemented the requirements of Financial
     Accounting Standards Board Statement of Financial Accounting
     Standards No. 128, "Earnings Per Share" ("SFAS No. 128"),
     although it will be required to do so for fiscal years
     beginning March 1, 1997 and thereafter.  

     This Statement establishes a different method of computing net
     income per share than is currently required under the
     provisions of Accounting Principles Board Opinion No. 15. 
     Under SFAS No. 128, the Company will be required to present
     both basic net income per share and diluted net income per
     share.  The Company estimates that the adoption of SFAS No.
     128 will not have a material impact on its income per share.


     
(2)  Net Property, Plant and Equipment
     ---------------------------------

     Net property, plant and equipment consists of the following
     (in thousands):

                                                   Last day
                                                  of February
                                                  -----------
                                                 1996     1997
                                                 ----     ----

     Land                                     $ 31,911  $ 35,038
     Refrigerated facilities, buildings
       and land improvements                   450,402   467,496 
     Machinery and equipment                    67,661    74,599  
                                               -------   -------
                                               549,974   577,133

     Less accumulated depreciation             174,123   192,649
                                               -------   -------
                                              $375,851  $384,484
                                               =======   =======


(3)  Other Noncurrent Assets
     -----------------------

     Other noncurrent assets consist of the following (in
     thousands):

                                                     Last day
                                                    of February
                                                    -----------
                                                  1996     1997
                                                  ----     ----
     Restricted funds held by trustee          $  5,037  $  5,407
     Real estate owned                              300       300
     Security deposits                              261       261
     Other                                        3,364     3,037
                                                -------   -------

                                               $  8,962  $  9,005
                                                =======   =======

(4)  Leases
     ------

     Assets under capital leases are included in net property,
     plant and equipment and consist of the following (in
     thousands):

                                                    Last day
                                                   of February
                                                   -----------
                                                  1996     1997
                                                  ----     ----

     Refrigerated facilities, 
       buildings and land improvements         $  7,075  $  7,075
     Machinery and equipment                      4,635     3,124
                                                -------   -------
                                                 11,710    10,199
     Less accumulated depreciation                4,108     3,368
                                                -------   -------

                                               $  7,602  $  6,831
                                                =======   =======


     Future minimum lease payments under noncancelable leases for
     years ended after the last day of February 1997 are as follows
     (in thousands):

       Year ending the last               Capital    Operating
         day of February                  leases      leases
       --------------------               -------    ---------

             1998                         $  4,013    $  6,298
             1999                              782       5,348
             2000                              590       4,290
             2001                              509       3,211
             2002                              350       3,072
             Thereafter                        742      20,540 
                                           -------     -------

       Total minimum lease payments       $  6,986    $ 42,759
                                                       =======

       Less amounts representing 
         interest                            1,235
                                           -------

       Present value of net minimum
         lease payments                   $  5,751
                                           =======

     Included in expenses for the years ended the last day of
     February 1995, 1996 and 1997 are approximately $9.5 million,
     $7.7 million and $7.2 million, respectively, of rental expense
     net of sublease rentals for operating leases.

     The Company has arranged for up to $25.0 million in lease
     financing of which approximately $17.7 million was used as of
     the last day of February 1997.

     In November 1996, the Company entered into a sale/leaseback
     transaction of its Pasco, Washington facility.  Of the
     approximately $6.8 million of net proceeds, the Company
     received approximately $1.5 million at closing and the
     remaining $5.3 million was placed in escrow with the Trustee
     under the indenture governing the Company's first mortgage
     bonds.  The Company has until November 1997 to substitute the
     unencumbered property for the total amount of cash, or any
     portion thereof, held in escrow.  Any escrowed funds remaining
     after the one year period will be used to repurchase
     outstanding mortgage bonds.  The deferred gain resulting from
     the sale/leaseback transaction of approximately $2.7 million
     is being amortized over the approximate ten year life of the
     lease.


(5)  Accrued Expenses
     ----------------

     Accrued expenses consist of the following (in thousands):

                                                   Last day
                                                  of February
                                                  -----------
                                                 1996     1997
                                                 ----     ----

     Accrued payroll                         $   3,565  $   3,747
     Accrued vacation pay                        2,462      2,831
     Accrued taxes                               1,022      1,163
     Accrued employee stock ownership
       plan contribution                           750        500
     Other                                       3,805      5,419
                                               -------   --------

                                             $  11,604  $  13,660
                                              ========   ========



(6)  Other Current Liabilities
     -------------------------

     Other current liabilities consist of the following (in
     thousands):

                                                  Last day
                                                 of February
                                                 -----------
                                                1996     1997
                                                ----     ----

     Workers' compensation                   $     991  $     693
     Pension                                     1,100      2,110
     Other                                       2,539      2,456
                                              --------    -------

                                             $   4,630  $   5,259
                                              ========    =======


(7)  Long-term Debt
     --------------

     Long-term debt consists of the following (in thousands):

                                                   Last day
                                                  of February
                                                  -----------
                                                 1996     1997
                                                 ----     ----

     Capital lease obligations (9.3% and
       9.1% weighted average interest
       rate, respectively)                     $  6,720  $   5,751
     Senior subordinated debentures - 15%
       fixed, due May 1, 2007                   115,000          -
     Senior subordinated notes - 12.875%
       fixed, due May 1, 2008.  Interest
       rate may increase by 1% effective
       November 1, 1997                               -    120,000
     First mortgage bonds, Series A - 11.45%
       fixed, due June 30, 2002, interest
       payments only to January 1, 1999 with
       principal amortization commencing
       July 1, 1999                             140,000    140,000
     First mortgage bonds, Series B - 11.5%
       fixed, due March 1, 2005, interest 
       payments only to September 1, 2003
       with a mandatory sinking fund payment
       of $88,125 on March 1, 2004              176,250    176,250
     Mortgage notes payable - various 
       interest rates ranging from 8.6% to 
       13.6% requiring monthly principal and 
       interest payments with maturities
       ranging from 2006 to 2017                 26,429     29,062
                                                -------    -------
                                                464,399    471,063
     Less current maturities of long-term
       debt                                       2,732      5,229
                                                -------    -------
 
                                              $ 461,667  $ 465,834
                                               ========   =========


     The Company has issued first mortgage bonds and the bonds are
     secured by mortgages or deeds of trust on 31 of the Company's
     facilities.  The Company entered into an indenture in
     connection with the issuance of the first mortgage bonds
     which, like the Company's revolving credit agreement with the
     Company's primary bank, requires the Company to meet certain
     affirmative and restrictive covenants.  Significant
     restrictive items include, among others, limitations on
     additional indebtedness, liens, dividends, capital
     expenditures, asset dispositions, lease commitments and
     investments.  Also, certain "pro forma debt service" ratios
     and senior debt to net worth ratios must be maintained.  At
     February 28, 1997, the Company was in compliance with all such
     covenants.

     The Company was notified in December 1996 that the
     Metropolitan Life Insurance Company (the "Met") sold its
     entire $140 million holdings of the Company's Series A, 11.45%
     First Mortgage Bonds.  As a result of such transaction, the
     Second Amended and Restated Investment Agreement, dated May 5,
     1995, between the Met and the Company, which included certain
     financial covenants and other restrictive covenants, was
     terminated.

     On April 9, 1996, the Company sold $120.0 million aggregate
     principal amount of the Company's 12.875% Notes.  The interest
     rate on the 12.875% Notes can be increased from 12.875% to
     13.875% if the 12.875% Notes are not rated "B3 or higher" by
     Moody's Investor Services, and "B- or higher" by Standard &
     Poor's, by November 1, 1997.  The 12.875% Notes have been
     rated "B-" by Standard & Poor's since they were issued, and as
     of February 28, 1997, "Caa" by Moody's Investor Services.  

     The available amount under the Company's revolving credit
     agreement was $23.1  million as of the last day of February
     1997, of which $8.7 million of letters of credit were
     outstanding.  No cash borrowings were outstanding at February
     28, 1997.

     As of the last day of February 1997, aggregate annual
     maturities of long-term debt are as follows (in thousands):

          Year ended the last
            day of February
          -------------------

                 1998                             $   5,229
                 1999                                 2,463
                 2000                                32,502
                 2001                                38,642
                 2002                                38,282 
                 Thereafter                         353,945
                                                    -------

                                                  $ 471,063
                                                   ======== 
                                                          

(8)  Employee Benefit Plans
     ----------------------

     (a)  Defined Benefit Pension Plans
          -----------------------------

     The Company has defined benefit pension plans which cover
     substantially all employees, other than union employees
     covered by union pension plans under collective bargaining
     agreements.  Benefits under these plans are based on years of
     credited service and compensation during the years preceding
     retirement or on years of credited service and established
     monthly benefit levels.

     Pension expense for all plans, including plans jointly
     administered by industry and union representatives, totaled
     $1.4 million, $1.7 million and $1.9 million for years ended
     the last day of February 1995, 1996 and 1997, respectively. 
     Actuarial valuations for defined benefit plans are performed
     as of the end of the plan year.  The most recent actuarial
     valuations are as of the last day of February 1997.

     The funded status of the Company's defined benefit pension
     plans and the accrued pension expense amounts recognized in
     the Company's consolidated financial statements within other
     noncurrent liabilities, as of the last day of February 1996
     and 1997, are as follows (in thousands):

<TABLE>
<CAPTION>

                                                      Last day of                      Last day of
                                                     February 1996                    February 1997  
                                              ---------------------------      --------------------------
                                              Plans with      Plans with       Plans with     Plans with
                                               assets in      accumulated       assets in     accumulated
                                               excess of      benefits in       excess of     benefits in
                                              accumulated      excess of       accumulated     excess of
                                                benefits        assets           benefits       assets
                                                --------        ------           --------       ------
<S>                                            <C>            <C>              <C>             <C>

Actuarial present value of benefit
  obligations:
    Accumulated benefit obligations:
    Vested benefits                             $  19,902    $   7,382       $  19,805        $   7,740
    Nonvested benefits                                220          128             947              316
                                                 --------     --------        --------         --------
                                                   20,122        7,510          20,752            8,056

  Effect of assumed future
    compensation increases                          3,808            -           4,379                -
                                                 --------     --------        --------         --------

      Projected benefit obligations
        for services rendered to date              23,930        7,510          25,131            8,056

Plan assets at fair value                          20,644        6,005          22,227            6,659
                                                 --------     --------        --------         --------

      Projected benefit obligations in excess
        of plan assets                              3,286        1,505           2,904            1,397

Unrecognized prior service cost                      (119)        (108)            (85)            (101)
Unrecognized net gain (loss) from past
  experience different from that assumed
  and effects of changes in assumptions             1,323         (317)          1,277             (361)
                                                 --------     --------        --------         --------

      Accrued pension liability                  $  4,490     $  1,080       $   4,096        $     935
                                                 ========     ========       =========        =========

</TABLE>

     Net periodic pension expense for the years ended the last day
     of February 1995, 1996 and 1997 includes the following
     components (in thousands):

                                         Last day of February
                                        1995     1996     1997
                                        ----     ----     ----

     Service cost - benefits earned
       during the period             $  1,107  $  1,165  $  1,186
     Interest cost on projected
       benefit obligation               2,121     2,293     2,431
     Actual return on plan assets      (2,554)   (4,301)   (2,826)
     Net amortization and deferral       (143)    1,541       109
                                     --------  --------  --------

                                     $    531  $    698  $    900 
                                     ========  ========  ========




     Actuarial assumptions used for determining pension liabilities
     were:

                                         Last day of February
                                         1995     1996     1997
                                         ----     ----     ----
     Discount rate for interest
       cost                              8.5%     8.0%     8.0%
     Rate of increase in future
       compensation levels               4.0%     4.0%     4.0%
     Expected long-term rate of
       return on plan assets            10.5%    10.5%    10.5%


     Plan assets are assigned to several investment management
     companies and are invested in various equity and fixed fund
     investments in accordance with the Company's investment
     policy.


     (b)  Employee Stock Ownership Plan
          -----------------------------

     The Company established an employee stock ownership plan,
     effective March 1, 1987, which is intended to provide
     qualifying employees an equity interest in the Company, as
     well as potential retirement benefits.  The trust established
     under the plan is designed to invest primarily in the
     Company's stock.  Contributions by the Company, in the form of
     common or preferred stock of the Company, or cash, or a
     combination thereof, may be made to the trustee on behalf of
     eligible participants for each plan year as determined by the
     Company's Board of Directors.  Participating employees with
     vested benefits, upon retirement or termination, have the
     option of retaining the stock or selling it back to the
     Company at its fair market value.


     (c)  Postretirement Benefits Other Than Pensions
          -------------------------------------------

     In addition to providing retirement benefits, the Company
     provides certain health care and life insurance benefits for
     retired employees.  These benefits are provided to
     substantially all employees other than certain union employees
     who have elected not to participate.  

     The total of accumulated postretirement benefits obligation
     (APBO), which is an unfunded obligation, is as follows:

                                        Last day of February
                                       1995     1996     1997
                                       ----     ----     ----

     Retirees                       $  2,314  $  2,375  $  2,618
     Active employees                  1,511     1,832     2,209
                                    --------  --------  --------

                                    $  3,825  $  4,207  $  4,827
                                    ========  ========  ========

     The components of net periodic postretirement expense for the
     years ended the last day of February are as follows (in
     thousands):

                                       1995     1996     1997
                                       ----     ----     ----

     Service cost benefits earned 
       in period                    $    104  $    114  $    123
     Interest cost on APBO               313       334       383
     Amortization of unamortized 
       prior service cost                (22)      (22)       (8)
                                     -------   -------   -------
                                    $    395  $    426  $    498
                                     =======   =======   =======

     The discount rate used to determine the APBO and net periodic
     expense as of February 28, 1995 was 9.0%, and as of February
     29, 1996 and February 28, 1997 was 8.5%.

     For fiscal 1997, an 11% increase in the medical cost trend
     rate was assumed.  This rate is projected to decrease
     incrementally to 5.5% after nine years.  A 1% increase in the
     medical trend rate would increase the APBO by $0.2 million and
     increase the net periodic expense by a negligible amount.



9.   Common Stockholders' Deficit
     ---------------------------

     The Company has reserved 300,000 shares of common stock for
     issuance under a stock option plan established in 1987.  Under
     the plan, options are granted by the Compensation Committee of
     the Board of Directors to purchase common stock at a price not
     less than 85% of the fair market value on the date the option
     is granted.

     Stock options outstanding and transactions involving the stock
     option plan are summarized for the years ended the last day of
     February as follows:


<TABLE>
<CAPTION>
                                      1995                            1996                         1997
                                 -------------------           --------------------          -----------------
                                            Weighted                      Weighted                    Weighted
                                            Average                       Average                     Average
                                            Exercise                      Exercise                    Exercise
                                Shares       Price             Shares      Price             Shares    Price
                                ------       -----             ------      -----             ------    -----
<S>                               <C>          <C>                <C>       <C>                <C>       <C>

Outstanding at beginning
  of year                      257,934      $16.06            253,795     $16.17            249,656    $15.45

Granted                              -           -                  -          -            160,000     12.30

Exercised                            -           -                  -          -            (21,748)    10.00

Cancelled                            -           -                  -          -           (160,000)    19.77

Forfeited                       (4,139)      10.00             (4,139)     10.00             (2,760)    10.00

                               --------      -----           --------      -----           --------     -----

Outstanding at end of year     253,795      $16.17            249,656     $16.26            225,148    $11.63
                               =======       =====            =======      =====            =======     =====

Options exercisable at
  year end                     185,795      $14.57            213,656     $15.45             65,148    $10.00
                               =======       =====            =======      =====            =======     =====

Weighted average grant date
  fair value of options granted
  during the year                           $    0                        $    0                       $ 2.67
                                             =====                         =====                        =====
</TABLE>

        
     The Company has computed the value of all options granted
     during fiscal 1997 using the minimum value method as
     prescribed under SFAS No. 123 for pro forma disclosure
     purposes.  The following weighted average assumptions were
     used for the grants made in fiscal 1997:  risk free interest
     rate at 6.875%; expected life of ten years; and dividend rate
     of zero percent.

     The total value of options granted during fiscal 1997 was
     computed at $428,000.  The options granted in fiscal 1997 have
     a five-year vesting schedule and compensation will be
     amortized on a pro forma basis over that period.

     The options granted in fiscal 1997 had not vested as of the
     last day of February 1997 and therefore there would be no
     compensation cost in the current year under the pro forma
     disclosure provisions of SFAS No. 123.

     The effects of applying SFAS No. 123 in the pro forma
     disclosure are not indicative of future amounts.

     As of February 28, 1997, options for 225,148 shares were
     outstanding with exercise prices between $10.00 and $12.30,
     and a remaining weighted average contractual life of 6.7
     years.




10.  Preferred Stock
     ---------------

     The Company has contributed shares of its Series A, variable
     rate, cumulative preferred stock to the Americold Employee
     Stock Ownership Plan (ESOP).  The preferred stock is
     redeemable by participants of the plan.  As of the last day of
     February 1996 and 1997, dividends not declared on the
     Company's cumulative preferred stock total approximately
     $477,000 and $458,000, respectively.


11.  Income Taxes
     ------------

     The provision (benefit) for income taxes consists of the
     following (in thousands):

                                      1995     1996     1997
                                      ----     ----     ----

     Federal:
       Current                     $  2,867  $      -  $    250
       Deferred                       1,494    (2,858)   (2,422)
                                   --------  --------  --------
                                      4,361    (2,858)   (2,172)
                                   --------  --------  --------

     State:
       Current                          820         -       112
       Deferred                          46      (568)     (544)
                                   --------  --------  --------

                                   $  5,227  $ (3,426) $ (2,604)  
    
                                   ========  ========  ========


     Following is a reconciliation of the difference between income
     taxes computed at the federal statutory rate and the provision
     for income taxes (in thousands):


                                      1995     1996     1997
                                      ----     ----     ----

     Computed income tax expense
       (benefit) at federal
       statutory rate               $  3,777  $ (4,027) $ (3,200)
     State and local income taxes,
       net of federal income tax
       benefits                          563      (369)     (280)
     Amortization of cost in 
       excess of net assets
       acquired                          887       970       876
     
                                    --------  --------  --------

                                    $  5,227  $ (3,426) $ (2,604)
                                    ========  ========  ========


     Deferred income taxes reflect the net tax effects of temporary
     differences between the carrying amounts of assets and
     liabilities for financial reporting purposes and the related
     amounts used for income tax purposes.  Significant components
     of the Company's deferred tax liabilities as of the last day
     of February 1996 and 1997 are as follows (in thousands):

                                                1996      1997
                                                ----      ----
     Deferred tax liabilities:
       Property, plant and equipment, due to
         differences in depreciation and
         prior accounting treatment          $(110,574)  $(109,099)
                                              --------    ---------

     Deferred tax assets:
       Receivables, due to allowance for
         doubtful accounts                          86         155
       Employee compensation and other
         benefits                                1,879       3,605
       Capital leases, net                       1,714       1,617
       Postretirement benefits other than
         pensions, due to accrual for
         financial reporting purposes            1,650       1,794
       Alternative minimum tax credit
         carryforwards                           2,865       3,192
       Other, net                                1,659       1,532
                                             ---------   ---------

           Total deferred tax assets             9,853      11,895
                                             ---------   ---------

           Net deferred tax liability
             before valuation allowance       (100,721)    (97,204)

     Deferred tax asset valuation allowance     (1,320)     (1,320) 
     
                                             ---------   ---------

                                             $(102,041)  $ (98,524)
                                             =========   =========

     The valuation allowance for deferred tax assets as of March 1,
     1995 was $1.3 million.  The valuation allowance is required to
     reduce the amount of deferred tax assets to an amount which
     will more likely than not be realized.

     At February 28, 1997, the Company has an alternative minimum
     tax credit carryforward of approximately $3.2 million
     available to offset future regular taxes in excess of future
     alternative minimum taxes.


12.  Extraordinary Item
     ------------------

     In conjunction with the exchange of the senior subordinated
     debentures and the repurchase of the $10.0 million of first
     mortgage bonds in fiscal 1996, as discussed in note 15,
     unamortized original issue discount of approximately $2.0
     million and unamortized issuance costs of approximately $1.0
     million were written off, resulting in an extraordinary loss,
     net of taxes, of approximately $1.8 million.



13.  Disclosures About The Fair Value of Financial Instruments
     ---------------------------------------------------------

     Cash, Trade Receivables, Other Receivables, Accounts Payable
     and Accrued Expenses
     ------------------------------------------------------------

     The carrying amount of these items approximates fair value
     because of the short maturity of these instruments.


     Long-Term Debt
     --------------

     The fair values of each of the Company's long-term debt
     instruments are based on (a) the amount of future cash flows
     associated with each instrument discounted using the Company's
     current borrowing rate for similar debt instruments of
     comparable maturity; (b) in the case of the first mortgage
     bonds - Series B and senior subordinated notes, market price;
     or (c) in the case of the first mortgage bonds - Series A, at
     par, because there is not a market for such securities (in
     thousands).

                                            As of the last day
                                             of February 1997
                                            ------------------
                                                      Estimated
                                                         fair
                                            Carrying    market
                                             amount     value
                                             ------     ------

     Senior subordinated notes             $120,000    $124,500
     First mortgage bonds - Series A        140,000     140,000
     First mortgage bonds - Series B        176,250     185,063
     Mortgage notes payable                  29,062      29,062


     Limitations
     -----------
     Fair value estimates are made at a specific point in time,
     based on relevant market information and information about the
     financial instrument.  These estimates are subjective in
     nature and involve uncertainties and matters of significant
     judgment and therefore cannot be determined with precision. 
     Changes in assumptions could significantly affect the
     estimates.


14.  Gain on Insurance Settlement
     ----------------------------

     Gain on insurance settlement of approximately $17.0 million
     relates to the Company's settlement of its first party claims
     with its insurance carriers for business interruption,
     property damage and out-of-pocket expenses with respect to the
     December 1991 fire at the Company's Kansas City, Kansas
     warehouse facility.  No previous income recognition was
     determinable until the Company had settled all of the lawsuits
     and claims related to the fire.


15.  Plan of Reorganization Under Chapter 11
     ---------------------------------------

     On May 9, 1995, the Company filed a prepackaged plan of
     reorganization (the "Plan") under Chapter 11 of the United
     States Bankruptcy Code in the United States Bankruptcy Court
     for the District of Oregon (the "Court").  The principal
     purpose of the Plan was to reduce the Company's short-term
     cash requirements with respect to payments due on its
     subordinated indebtedness and to adjust certain restrictive
     financial covenants and certain other provisions contained in
     the Amended and Restated Investment Agreement, dated March 2,
     1993, between the Company and the Met.  On June 19, 1995, the
     Court approved the Company's Disclosure Statement dated April
     14, 1995 and the Company's solicitation of votes to accept or
     reject the Plan, and confirmed the Plan.  On June 30, 1995,
     the Plan became effective.

     In connection with the Plan, the Company rejected certain
     lease agreements relating to four warehouse facilities at
     Watsonville, Oakland and San Francisco, California; and
     Chicago, Illinois.  In February 1996, the Company settled all
     lease rejection issues with the lessor of three properties
     located in Watsonville, Oakland and San Francisco, California. 
     Such settlement did not involve the payment of any damages by
     the Company.  In September 1996, the Company settled all lease
     rejection issues with the lessor of the Chicago, Illinois
     property.  Such settlement, representing one year's rent
     recovery by the lessor as provided by the Bankruptcy Code,
     required a payment of approximately $0.4 million.

     The Company has expensed the settlement payment and related
     professional fees and all professional fees and similar
     expenditures incurred related to the prepackaged bankruptcy as
     "reorganization expenses."

<PAGE>
                                                      SCHEDULE  II

                      AMERICOLD CORPORATION

                Valuation and Qualifying Accounts

                   Years ended the last day of
                  February 1995, 1996 and 1997

                         (In thousands)

<TABLE>
<CAPTION>
                                                                 Additions
                                                   Balance at    charged to                      Balance
                                                   beginning     costs and                       at end
                                                   of period     expenses      Deductions        of period
                                                   ---------     ----------    ----------        ---------

<S>                                                <C>           <C>           <C>                <C>

Year ended the last day
of February 1995 -
  Allowance for doubtful accounts -
    other receivables                               $  4,100      $       -     $   4,100         $      -

Year ended the last day
of February 1996 -
  Allowance for doubtful accounts -
    other receivables                                      -              -             -                -

Year ended the last day
of February 1997 -
  Allowance for doubtful accounts -
    other receivables                                      -              -             -                -


</TABLE>
 <PAGE>
                      AMERICOLD CORPORATION
                            FORM 10-K

                          EXHIBIT INDEX





Exhibit                                                        Page
--------                                                       ----

(10) (xxx)  Form of Addendum to Employment Agreement            85
            dated June 30, 1996, between the Company
            and certain named executive officers,
            and schedule thereto

(11)        Statement re Computation of Per Share               87
            Earnings 

(21)        Subsidiary of the Registrant                        88

(23)        Consent of KPMG Peat Marwick LLP                    89

(27)        Financial Data Schedule                             90

(99)        Safe Harbor for Forward-Looking Statements          91
            under Private Security Litigation Reform Act 
            of 1995:  Certain Cautionary Statements