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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
   

                                FORM 10-Q/A-1

    
[ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934
For the quarterly period ended                September 30, 1996
                               -------------------------------------------------
                                       or
[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934
For the transition period from                        to
Commission File Number:  0-15568

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

       Delaware                                          41-1579532
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(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

Suite 324, Park National Bank Building
5353 Wayzata Boulevard
Minneapolis, MN                                                    55416
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(Address of principal executive offices)                         (Zip code)


                                      (612) 546-1500
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                   (Registrant's telephone number, including area code)
     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

     The number of shares outstanding of the registrant's Common Stock, $.01
par value, as of November 1, 1996 was 19,395,731 shares.






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                          PART II - OTHER INFORMATION
Item 6.  Exhibits and Reports on Form 8-K
(a)  Exhibits
   
10.111  Agreement and Plan of Reorganization, and Amendment Number 1, by and 
        among Michael Foods, Inc., M. G. Waldbaum Company and Papetti's Hygrade
        Egg Products, Inc., and Quaker State Farms, Inc., Papetti's of Iowa 
        Food Products, Inc., Monark Egg Corporation, Egg Specialties, Inc., 
        Papetti Foods, Inc., Casa Trucking Limited Partnership, Papetti 
        Transport Leasing Limited Partnership, and Papetti Equipment Leasing 
        Partnership
    
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

                                      MICHAEL FOODS, INC.
                                      ------------------------------------------
                                      (Registrant)
                                           
Date:  May 30, 1997                        By:  /s/ Gregg A. Ostrander
                                                -------------------------------
                                                Gregg A. Ostrander
                                                (President and Chief
                                                Executive Officer) 


Date:  May 30, 1997                        By:  /s/ John D. Reedy
                                                -------------------------------
                                                John D. Reedy
                                                (Vice President - Finance,
                                                Treasurer, Chief Financial
                                                Officer and Principal 
                                                Accounting Officer)
    
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