10-Q/A

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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q/A

                                     [LOGO]

(Mark One)

/X/      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
         EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 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 0-23036

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

            California                              77-0096788
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)          

                  120 Stone Pine Road, Half Moon Bay, CA 94019
             (Address and zip code of principal executive offices)

                                 (415) 726-1888
                         (Registrant's telephone number)

(Former name, former address and former fiscal year, if changed since last
report)

Indicate by check X whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                 Yes   X      No

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

        Common Stock, no par value                  4,941,436 shares
        --------------------------                  ----------------
                  (Class)                     (Outstanding at July 1, 1996)

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                                  ODWALLA, INC.

                                    FORM 10-Q/A
                   FOR THE QUARTERLY PERIOD ENDED MAY 31, 1996

                                      INDEX



                                                                                                     
Part I. Financial Information                                                                           

PART II. OTHER INFORMATION

    Item 6.       Exhibits....................................................................... 




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                                  [LOGO]

PART I - FINANCIAL INFORMATION

The information required in this Part I is contained in Part I of the
Registrant's Annual Report on Form 10-Q (SEC File No. 0-23036), as filed with
the Securities and Exchange Commission on July 12, 1996, which is incorporated
herein by reference.
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PART II - OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         A.       EXHIBITS

                 *Exhibit 11.1 -  Statement of Computation of Per Share Earnings

                  Exhibit 27.1 -  Financial Data Schedule
                
         B.       REPORTS ON FORM 8-K

                  The Company did not file any reports on Form 8-K during the
                  quarter ended May 31, 1996.

- -----------------------
* Incorporated by reference to exhibits of the same number filed with the 
  Registrant's Quarterly Report on Form 10-Q for the Quarter Ended May 31, 1996.


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                                   SIGNATURES


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


                                    ODWALLA, INC.
                                    -------------
                                     (Registrant)




Date: Oct. 15, 1996                 By:  /s/ D. STEPHEN C. WILLIAMSON
                                        --------------------------------------
                                        D. Stephen C. Williamson
                                        Chief Executive Officer
                                        (duly authorized Officer)

Date: Oct. 15, 1996                 By:  /s/ JIM STEICHEN
                                        --------------------------------------
                                        Jim Steichen
                                        Vice President, Finance
                                        (duly authorized Officer and
                                        Principal Financial Accounting
                                        Officer)

EX-27.1

 

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A) ODWALLA,
INC.'S FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED MAY 31, 1996 AS FILED ON
FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH(B) FILING ON
FORM 10-Q.

<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
       
                             
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          AUG-31-1996
<PERIOD-START>                             SEP-01-1995
<PERIOD-END>                               MAY-31-1996
<EXCHANGE-RATE>                                      1
<CASH>                                           7,706
<SECURITIES>                                     6,710
<RECEIVABLES>                                    5,747
<ALLOWANCES>                                       205
<INVENTORY>                                      2,175
<CURRENT-ASSETS>                                22,610
<PP&E>                                          16,372
<DEPRECIATION>                                   4,651
<TOTAL-ASSETS>                                  37,316
<CURRENT-LIABILITIES>                            7,633
<BONDS>                                            539
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        28,654
<OTHER-SE>                                         461
<TOTAL-LIABILITY-AND-EQUITY>                    37,316
<SALES>                                         42,505
<TOTAL-REVENUES>                                42,505
<CGS>                                           22,048
<TOTAL-COSTS>                                   22,048
<OTHER-EXPENSES>                                74,569
<LOSS-PROVISION>                                   169
<INTEREST-EXPENSE>                                  76
<INCOME-PRETAX>                                    537
<INCOME-TAX>                                       204
<INCOME-CONTINUING>                                333
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       333
<EPS-PRIMARY>                                      .06
<EPS-DILUTED>                                      .06