Overhill Corporation (Amex: OVH) yesterday announced operating results for the Company's third quarter ended June 30, 2001.

For its third quarter of fiscal 2001, the Company reported revenues of $53,500,000 as compared to $46,648,000 for the same period last year, an increase of 15%. Net income for the period amounted to $640,000 ($.04 per share) as compared to $1,025,000 ($.06 per share) for the same period last year.

For the nine months ended June 30, 2001, the Company's revenues were $149,346,000, as compared to $134,578,000 for the same period last fiscal year, an increase of 11%. The revenue increase is due to continued sales improvement by the Company's Overhill Farms subsidiary. Operating income decreased to $7,136,000 in 2001 from $8,693,000 in 2000, due primarily to first quarter start-up expenses related to the Chicago Brothers acquisition and energy cost increases experienced by Overhill Farms and by the effect on Texas Timberjack of a continued softness in the East Texas timber market.

Net income for the current nine month period decreased to $1,156,000 ($.06 per share) from $2,177,000 ($.12 per share) in 2000. The prior year's nine month results included an extraordinary expense of $1,290,000 related to an early extinguishment of debt and a gain of $351,000 on the reacquisition of preferred stock.

In discussing the Company's results, James Rudis, Overhill Chairman and Chief Executive Officer, stated, "We continue to be pleased with the sales increases by Overhill Farms. Overhill's sales have increased primarily in the foodservice and airline segments, which is particularly encouraging in light of a somewhat weakening economy. With respect to our Forestry Group, we are hopeful that Texas Timberjack, although facing a difficult market, will continue to improve on somewhat modest third quarter operating increases."

The Company also announced that its Board of Directors will meet next week to review and vote on implementing a management proposal regarding a strategic alternative for the Company.

Overhill is a holding company with nationwide operations in frozen food and forestry industries.

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward- looking statements are based on current expectations or beliefs, including, but not limited to, statements concerning the Company's operations and financial performance and condition. For this purpose, statements of historical fact may be deemed to be forward-looking statements. The Company cautions that these statements by their nature involve risks and uncertainties, and actual results may differ materially depending on a variety of important factors, including, among others, the impact of competitive products and pricing; market conditions and weather patterns that may affect the cost of raw material as well as the market for the Company's products; changes in the Company's business environment, including actions of competitors and changes in customer preferences; changes in governmental laws and regulations, including income taxes; market demand for new and existing products; and other factors as may be discussed in the Company's Report on Form 10-K for the year ended September 30, 2000, and other reports filed with the Securities and Exchange Commission.

                    OVERHILL CORPORATION AND SUBSIDIARIES
                       CONDENSED SUMMARY OF OPERATIONS

                                                 For the Three Months Ended
                                                           June 30,
                                                     2001           2000

    Net revenues                                 $53,500,367    $46,647,829

    Gross profit                                   9,804,429      9,137,836

    Operating income                               2,701,555      2,747,392

    Net income                                       639,518      1,025,373

    Net income attributable
     to common stockholders                         $639,518     $1,025,373


    Weighted average shares
       Basic                                      17,827,464     17,812,464

       Diluted                                    17,872,040     17,887,793


    Net income per share -
     basic and diluted                                  $.04           $.06


                    OVERHILL CORPORATION AND SUBSIDIARIES
                       CONDENSED SUMMARY OF OPERATIONS

                                                  For the Nine Months Ended
                                                           June 30,
                                                     2001           2000

    Net revenues                                $149,346,356   $134,478,013

    Gross profit                                  27,795,380     27,376,549

    Operating income                               7,136,037      8,692,891

    Income before extraordinary item               1,155,685      3,115,951

    Extraordinary item--early
     extinguishment of debt                              ---     (1,290,431)

    Net income                                     1,155,685      1,825,520

    Gain on reacquired preferred stock                   ---        351,457

    Net income attributable to
     common stockholders                          $1,155,685     $2,176,977


    Weighted average shares
       Basic                                      17,826,090     17,812,464

       Diluted                                    17,878,631     18,177,101

    Net income per share -
     basic and diluted:
       Before extraordinary item                        $.06          $ .19

       Extraordinary item                                ---            (07)


       Net income per share                            $ .06          $ .12



                    OVERHILL CORPORATION AND SUBSIDIARIES
                         CONDENSED BALANCE SHEET DATA

                                                   June 30,    September 30,
                                                     2001           2000

    Current assets                               $67,672,422    $68,892,161

    Property and equipment, net                    8,376,811      7,928,906

    Other assets                                  27,563,032     27,811,686


       Total assets                             $103,612,265   $104,632,753



    Current liabilities                          $32,665,171    $30,474,365

    Other liabilities                             57,611,783     62,239,121

    Warrants                                       3,104,972      2,806,175

    Stockholders' equity                          10,230,339      9,113,092


       Total liabilities and
        stockholders' equity                    $103,612,265   $104,632,753