[Letterhead of Western Beef]





Contact:                                  Thomas Moranzoni
                                          Chief Financial Officer
                                          Western Beef, Inc.
                                          (718) 417-3770

FOR IMMEDIATE RELEASE:

                 WESTERN BEEF, INC. ENTERS INTO MERGER AGREEMENT
                FOR OUTSTANDING PUBLIC SHARES AT $8.75 PER SHARE

RIDGEWOOD, NY, July 29, 1999 -- Western Beef, Inc. (NASDAQ: BEEF) announced
today that it has entered into a merger agreement for the acquisition by Cactus
Acquisition, Inc. of all shares of Western Beef's Common Stock not owned by
Cactus. The Merger Agreement provides that Cactus would merge with and into
Western Beef, and the public shareholders of Western Beef would receive $8.75
per share in cash for the approximately 1,550,000 shares owned by them,
representing approximately 28.4% of the shares outstanding. The $8.75 per share
consideration announced today replaces the original buyout offer of $7.50 per
share.

The Merger Agreement was approved and adopted by the Board of Directors of the
Company following the unanimous recommendation by a special committee of
independent directors. Houlihan, Lokey, Howard & Zukin Financial Advisors, Inc.
is acting as financial advisor to the special committee and has rendered its
opinion to the special committee that, as of the date of such opinion, the
merger consideration is fair from a financial point of view to the public
shareholders.

The merger is subject to, among other things, approval at the Company's 1999
Annual Meeting by at least a majority of the outstanding Western Beef Common
Stock and receipt of financing for the transaction as provided in the Merger
Agreement. Cactus and its affiliates currently own approximately 71.6% of the
outstanding Western Beef Common Stock. The merger is expected to be completed in
the fourth quarter of 1999.

The Company also announced that it has entered into a Memorandum of
Understanding with counsel to the plaintiffs in the shareholder lawsuits arising
from the merger. The Memorandum of Understanding provides for the settlement of
such lawsuits based on the payment of a per share merger consideration of $8.75
and is subject to, among other things, completion of definitive documentation
relating to the settlement, court approval and consummation of the merger.

Based in New York, Western Beef operates 23 supermarkets and food outlets
located primarily in urban lower income and ethnic neighborhoods and is one of
New York's largest meat and poultry distributors.