8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported):    November 16, 1998



                               WESTERN BEEF, INC.
             (Exact name of registrant as specified in its charter)


Delaware                             0-4485                     13-3266114
(State or other                 (Commission File               (IRS Employer
jurisdiction of                      Number)                Identification No.)
incorporation)



47-05 Metropolitan Avenue, Ridgewood, New York                    11385

(Address of principal executive offices)                        (Zip Code)



Registrant's telephone number, including area code: (718) 417-3770

                                 Not Applicable
          (Former name or former address, if changed from last report)








Item 5.  Other Events

         On November 16, 1998, Western Beef, Inc. (the "Company") received an
unsolicited proposal from Cactus Acquisition, Inc. ("Cactus") to acquire all of
the outstanding capital stock of the Company not currently owned by Cactus and
its affiliates for a price of $7.50 per share in cash. In response, the
Company's Board of Directors appointed a Special Committee of the Board of
Directors to determine the advisability and fairness of the Cactus proposal to
the Company's stockholders other than Cactus and its affiliates. The press
release announcing the Company's receipt of the Cactus proposal and the
appointment of the Special Committee is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.




Item 7.  Financial Statements and Exhibits



         (a)  Financial Statements of businesses acquired:

                  None.



         (b) Pro Forma financial information:

                  None.



         (c)  Exhibits:

                  99.1   Press Release of Western Beef, Inc. dated 
                         November 16, 1998.





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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                         WESTERN BEEF, INC.



                                      BY: /s/ Peter Castellana, Jr.
                                         ___________________________________
                                         Name:  Peter Castellana, Jr.
                                         Title: President



November 18, 1998




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                                  EXHIBIT INDEX

Exhibit
- -------


99.1     Press Release of Western Beef, Inc. dated November 16, 1998.


                                                             EXHIBIT 99.1

EX-99.1

                               WESTERN BEEF, INC.
                             FORMS SPECIAL COMMITTEE
                      IN RESPONSE TO UNSOLICITED OFFER FROM
                            CACTUS ACQUISITION, INC.

Queens, NY (November 16, 1998) - Western Beef, Inc. (NASDAQ: BEEF) announced
today that it had received an unsolicited proposal from Cactus Acquisition, Inc.
to acquire all of the outstanding shares of common stock of Western Beef not
currently owned by Cactus and its affiliates for a cash price of $7.50 per
share. The Cactus offer is subject to a number of conditions, including
negotiation of definitive documents, the filing of a disclosure statement and
other documents with the Securities and Exchange Commission and approval of the
merger by a majority of the issued and outstanding common stock. Cactus and its
affiliates currently own approximately 3,982,000 shares of Western Beef common
stock, or approximately 72% of the outstanding common stock.

         In response to the Cactus offer, Western Beef's Board of Directors has
appointed a Special Committee of the Board to determine the advisability and
fairness of that offer to Western Beef's stockholders other than Cactus and its
affiliates. The Special Committee will retain independent investment banking
advisers and legal counsel to advise it on the fairness of the offer from a
financial point of view to the stockholders of Western Beef other than Cactus
and its affiliates. It is expected that the Special Committee will make a
recommendation regarding the offer to the Board of Directors within the next few
weeks.

         Based in New York City, Western Beef operates 21 high volume retail
supermarkets and two Junior's Food Outlets located primarily in urban lower
income and ethnic neighborhoods and is one of New York's largest meat and
poultry distributors.