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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-Q

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

For the quarterly period ended November 30, 2001

|/ / | TRANSITION REPORT PURSUANT TO SECTION 12 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------

For the transition period from  to
.

Commission file number:
333-12929

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WEIDER NUTRITION INTERNATIONAL, INC.(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

87-0563574
(I.R.S. Employer
Identification No.)2002 South 5070 West
Salt Lake City, Utah
(Address of principal executive offices)

84104-4726
(Zip Code)


Registrant's telephone number, including area code: (801) 975-5000

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. Yes /x/  No / /

The
number of shares outstanding of the Registrant's common stock is 26,249,436 (as of January 4, 2002).

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PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES  CONDENSED CONSOLIDATED BALANCE SHEETS  (dollars in thousands, except share data)

|                                     |                                                                                                                                       | November 30,
2001          |                                            | May 31,
2001 |       
|------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------------------------------------------ | ------------ | ------
|
|ASSETS                               |                                                                                                                                       |                            |                                            |              |       
|Current assets:                      |                                                                                                                                       |                            |                                            |              |       
|                                     | Cash and cash equivalents                                                                                                             |                            | $                                          | 2,434        |       
|                                     | Receivables, net                                                                                                                      |                            |                                            | 37,544       |       
|                                     | Inventories                                                                                                                           |                            |                                            | 43,993       |       
|                                     | Prepaid expenses and other                                                                                                            |                            |                                            | 2,654        |       
|                                     | Deferred taxes                                                                                                                        |                            |                                            | 6,097        |       
|                                     |                                                                                                                                       |                            |                                            |              |       
|                                     |                                                                                                                                       | Total current assets       |                                            |              | 92,722
|                                     |                                                                                                                                       |                            |                                            |              |       
|Property and equipment, net          |                                                                                                                                       |                            | 35,437                                     |              |       
|                                     |                                                                                                                                       |                            |                                            |              |       
|Other assets:                        |                                                                                                                                       |                            |                                            |              |       
|                                     | Intangible assets, net                                                                                                                |                            |                                            | 42,286       |       
|                                     | Deposits and other assets                                                                                                             |                            |                                            | 5,950        |       
|                                     | Notes receivable related to stock performance units, net                                                                              |                            |                                            | 4,067        |       
|                                     | Deferred taxes                                                                                                                        |                            |                                            | 2,620        |       
|                                     |                                                                                                                                       |                            |                                            |              |       
|                                     |                                                                                                                                       | Total other assets         |                                            |              | 54,923
|                                     |                                                                                                                                       |                            |                                            |              |       
|                                     |                                                                                                                                       |                            | Total assets                               |              | $     
|                                     |                                                                                                                                       |                            |                                            |              |       
|LIABILITIES AND STOCKHOLDERS' EQUITY |                                                                                                                                       |                            |                                            |              |       
|Current liabilities:                 |                                                                                                                                       |                            |                                            |              |       
|                                     | Accounts payable                                                                                                                      |                            | $                                          | 18,706       |       
|                                     | Accrued expenses                                                                                                                      |                            |                                            | 12,936       |       
|                                     | Current portion of long-term debt                                                                                                     |                            |                                            | 22,227       |       
|                                     | Income taxes payable                                                                                                                  |                            |                                            | 1,415        |       
|                                     |                                                                                                                                       |                            |                                            |              |       
|                                     |                                                                                                                                       | Total current liabilities  |                                            |              | 55,284
|                                     |                                                                                                                                       |                            |                                            |              |       
|Long-term debt                       |                                                                                                                                       |                            | 47,603                                     |              |       
|                                     |                                                                                                                                       |                            |                                            |              |       
|Commitments and contingencies        |                                                                                                                                       |                            |                                            |              |       
|Stockholders' equity:                |                                                                                                                                       |                            |                                            |              |       
|                                     | Preferred stock, par value $.01 per share; shares authorized10,000,000; no shares issued and outstanding                             |                            |                                            |             |       
|                                     | Class A common stock, par value $.01 per share; shares authorized50,000,000; shares issued and outstanding11,276,288 and 10,562,004 |                            |                                            | 112          |       
|                                     | Class B common stock, par value $.01 per share; shares authorized25,000,000; shares issued and outstanding14,973,148 and 15,687,432 |                            |                                            | 150          |       
|                                     | Additional paid-in capital                                                                                                            |                            |                                            | 86,897       |       
|                                     | Other accumulated comprehensive loss                                                                                                  |                            |                                            | (5,262       | )     
|                                     | Retained earnings (deficit)                                                                                                           |                            |                                            | (1,702       | )     
|                                     |                                                                                                                                       |                            |                                            |              |       
|                                     |                                                                                                                                       | Total stockholders' equity |                                            |              | 80,195
|                                     |                                                                                                                                       |                            |                                            |              |       
|                                     |                                                                                                                                       |                            | Total liabilities and stockholders' equity |              | $     
|                                     |                                                                                                                                       |                            |                                            |              |       

See
notes to condensed consolidated financial statements.

2

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WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS  (dollars in thousands, except share data)  (unaudited)

|                                     |                                    | Three Months Ended
November 30, |       
|------------------------------------ | ---------------------------------- | ------------------------------- | ------
|
|Net sales                            |                                    | $                               | 77,933
|Cost of goods sold                   |                                    |                                 | 50,945
|                                     |                                    |                                 |       
|Gross profit                         |                                    |                                 | 26,988
|                                     |                                    |                                 |       
|Operating expenses:                  |                                    |                                 |       
|                                     | Selling and marketing              |                                 |       
|                                     | General and administrative         |                                 |       
|                                     | Research and development           |                                 |       
|                                     | Amortization of intangible assets  |                                 |       
|                                     | Severance and reorganization costs |                                 |       
|                                     |                                    |                                 |       
|Total operating expenses             |                                    |                                 | 26,223
|                                     |                                    |                                 |       
|Income from operations               |                                    |                                 | 765   
|                                     |                                    |                                 |       
|Other income (expense):              |                                    |                                 |       
|                                     | Interest income                    |                                 |       
|                                     | Interest expense                   |                                 |       
|                                     | Other                              |                                 |       
|                                     |                                    |                                 |       
|Total other expense, net             |                                    |                                 | (2,279
|                                     |                                    |                                 |       
|Income (loss) before income taxes    |                                    |                                 | (1,514
|Provision for income taxes           |                                    |                                 | 2,372 
|                                     |                                    |                                 |       
|Net loss                             |                                    | $                               | (3,886
|                                     |                                    |                                 |       
|Weighted average shares outstanding: |                                    |                                 |       
|                                     | Basic                              |                                 |       
|                                     |                                    |                                 |       
|                                     | Diluted                            |                                 |       
|                                     |                                    |                                 |       
|Net loss per share:                  |                                    |                                 |       
|                                     | Basic                              |                                 | $     
|                                     |                                    |                                 |       
|                                     | Diluted                            |                                 | $     
|                                     |                                    |                                 |       
|Comprehensive loss                   |                                    | $                               | (3,181
|                                     |                                    |                                 |       

See
notes to condensed consolidated financial statements.

3

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WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS  (dollars in thousands, except share data)  (unaudited)

|                                     |                                    | Six Months Ended
November 30, |        
|------------------------------------ | ---------------------------------- | ----------------------------- | -------
|
|Net sales                            |                                    | $                             | 165,087
|Cost of goods sold                   |                                    |                               | 104,899
|                                     |                                    |                               |        
|Gross profit                         |                                    |                               | 60,188 
|                                     |                                    |                               |        
|Operating expenses:                  |                                    |                               |        
|                                     | Selling and marketing              |                               |        
|                                     | General and administrative         |                               |        
|                                     | Research and development           |                               |        
|                                     | Amortization of intangible assets  |                               |        
|                                     | Severance and reorganization costs |                               |        
|                                     | Litigation settlement              |                               |        
|                                     | Plant consolidation and transition |                               |        
|                                     |                                    |                               |        
|Total operating expenses             |                                    |                               | 58,182 
|                                     |                                    |                               |        
|Income from operations               |                                    |                               | 2,006  
|                                     |                                    |                               |        
|Other income (expense):              |                                    |                               |        
|                                     | Interest income                    |                               |        
|                                     | Interest expense                   |                               |        
|                                     | Other                              |                               |        
|                                     |                                    |                               |        
|Total other expense, net             |                                    |                               | (4,685 
|                                     |                                    |                               |        
|Income (loss) before income taxes    |                                    |                               | (2,679 
|Provision for income taxes           |                                    |                               | 1,559  
|                                     |                                    |                               |        
|Net income (loss)                    |                                    | $                             | (4,238 
|                                     |                                    |                               |        
|Weighted average shares outstanding: |                                    |                               |        
|                                     | Basic                              |                               |        
|                                     |                                    |                               |        
|                                     | Diluted                            |                               |        
|                                     |                                    |                               |        
|Net income (loss) per share:         |                                    |                               |        
|                                     | Basic                              |                               | $      
|                                     |                                    |                               |        
|                                     | Diluted                            |                               | $      
|                                     |                                    |                               |        
|Comprehensive income (loss)          |                                    | $                             | (3,636 
|                                     |                                    |                               |        

See
notes to condensed consolidated financial statements.

4

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WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  (dollars in thousands)  (unaudited)

|                                                 |                                                                                          | Six Months Ended
November 30,           |                                          
|------------------------------------------------ | ---------------------------------------------------------------------------------------- | --------------------------------------- | -----------------------------------------
|
|Cash flows from operating activities:            |                                                                                          |                                         |                                          
|                                                 | Net income (loss)                                                                        |                                         | $                                        
|                                                 | Adjustments to reconcile net income (loss) to net cash provided by operating activities: |                                         |                                          
|                                                 |                                                                                          | Provision for (recovery of) bad debts   |                                          
|                                                 |                                                                                          | Deferred taxes                          |                                          
|                                                 |                                                                                          | Depreciation and amortization           |                                          
|                                                 |                                                                                          | Amortization of original issue discount |                                          
|                                                 | Changes in operating assets and liabilities:                                             |                                         |                                          
|                                                 |                                                                                          | Receivables                             |                                          
|                                                 |                                                                                          | Inventories                             |                                          
|                                                 |                                                                                          | Prepaid expenses and other              |                                          
|                                                 |                                                                                          | Deposits and other assets               |                                          
|                                                 |                                                                                          | Accounts payable                        |                                          
|                                                 |                                                                                          | Accrued expenses                        |                                          
|                                                 |                                                                                          |                                         |                                          
|                                                 |                                                                                          |                                         | Net cash provided by operating activities
|                                                 |                                                                                          |                                         |                                          
|Cash flows from investing activities:            |                                                                                          |                                         |                                          
|                                                 | Purchase of intangibles                                                                  |                                         |                                          
|                                                 | Purchase of property and equipment                                                       |                                         |                                          
|                                                 |                                                                                          |                                         |                                          
|                                                 |                                                                                          |                                         | Net cash used in investing activities    
|                                                 |                                                                                          |                                         |                                          
|Cash flows from financing activities:            |                                                                                          |                                         |                                          
|                                                 | Issuance of warrants/common stock                                                        |                                         |                                          
|                                                 | Dividends paid                                                                           |                                         |                                          
|                                                 | Net change in revolving line-of-credit                                                   |                                         |                                          
|                                                 | Proceeds from debt                                                                       |                                         |                                          
|                                                 | Payments on debt                                                                         |                                         |                                          
|                                                 |                                                                                          |                                         |                                          
|                                                 |                                                                                          |                                         | Net cash used in financing activities    
|                                                 |                                                                                          |                                         |                                          
|Effect of exchange rate changes on cash          |                                                                                          |                                         | 9                                        
|                                                 |                                                                                          |                                         |                                          
|Increase (decrease) in cash and cash equivalents |                                                                                          |                                         | 141                                      
|Cash and cash equivalents, beginning of period   |                                                                                          |                                         | 2,293                                    
|                                                 |                                                                                          |                                         |                                          
|Cash and cash equivalents, end of period         |                                                                                          | $                                       | 2,434                                    
|                                                 |                                                                                          |                                         |                                          

See
notes to condensed consolidated financial statements.

5

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WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (dollars in thousands)  (unaudited)

1.  BASIS OF PRESENTATION AND OTHER MATTERS

The accompanying unaudited interim consolidated financial statements ("interim financial statements") do not include all disclosures provided in the annual
consolidated financial statements. These interim financial statements should be read in conjunction with the consolidated financial statements and the footnotes thereto contained in the Weider
Nutrition International, Inc. (the "Company") Annual Report on Form 10-K for the year ended May 31, 2001 as filed with the Securities and Exchange Commission. The
May 31, 2001 consolidated balance sheet was derived from audited financial statements, but all disclosures required by accounting principles generally accepted in the United States of America
are not provided in the accompanying footnotes.

In
the opinion of the Company, the accompanying interim financial statements contain all adjustments (which are of a normal recurring nature) necessary for a fair presentation of the
Company's financial position and results of operations. Certain prior period amounts have been reclassified to conform with the current interim period presentation. The results of operations and cash
flows for any interim period are not necessarily indicative of the results of operations and cash flows that the Company may achieve for any other interim period or for the entire year.

The
Company is a majority-owned subsidiary of Weider Health and Fitness ("WHF"). WHF is the owner of the Class B common stock. During the fiscal 2002 second quarter, WHF
transferred ownership of 714,284 shares of Class B common stock to certain individuals. Upon transfer, the shares convert to Class A common stock which has the effect (only) of
eliminating a super voting right associated with the Class B common stock. This conversion of Class B shares to Class A shares is recognized as a
reclassification between common stock equity accounts in the accompanying condensed consolidated balance sheet at November 30, 2001.

The
Company's effective tax rate for the fiscal 2002 second quarter was impacted by the recognition of an approximate $1.8 million valuation provision to write-down
previously recognized tax assets. Furthermore, the Company is currently not recognizing an income tax benefit on losses incurred by its Haleko subsidiary.

2.  RECEIVABLES, NET

Receivables consist of the following:

November 30,
2001

May 31,
2001Trade accounts

$
45,153

$
53,485Other


1,092


1,06646,245


54,551Less allowance for doubtful accounts and sales returns


(8,701
)

(7,841
)Total

$
37,544

$
46,710


6

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3.  INVENTORIES

Inventories consist of the following:

November 30,
2001

May 31,
2001Raw materials

$
16,125

$
21,159Work in process


1,757


1,273Finished goods


26,111


33,596Total

$
43,993

$
56,028


4.  INTANGIBLE ASSETS, NET

Intangible assets consist of the following:

November 30,
2001

May 31,
2001Cost in excess of fair value of net assets acquired (goodwill)

$
51,654

$
51,381Patents and trademarks


10,825


10,679Noncompete agreements


186


18462,665


62,244Less accumulated amortization


(20,379
)

(18,683
)Total

$
42,286

$
43,561


See
Note 9 regarding the pending adoption of Statement of Financial Accounting Standard ("SFAS") No. 142.

5.  NOTES RECEIVABLE RELATED TO STOCK PERFORMANCE UNITS, NET

Notes receivable related to stock performance units consist of the following:

November 30,
2001

May 31,
2001Notes receivable

$
4,227

$
4,227Less allowance for unrealizable amounts


(160
)

Total

$
4,067

$
4,227


The
notes receivable are collateralized by debtors shares of the Company's Class A common stock and are repayable beginning in June of 2002. Recognition of future provision(s)
for unrealizable amounts will depend on the closing price of the Company's Class A common stock, among other considerations.

6.  OPERATING SEGMENTS

Historically, the Company has had two primary reportable segments. These segments include the Company's U.S. based or domestic operations, and the Company's
international operations (primarily Germany). The Company has three primary divisions within its domestic operations: mass market; health food store; and health club and gym. The Company manufactures
and markets nutritional

7

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products, including a broad line of vitamins, joint-related and other nutraceuticals, and sports nutrition supplements through its mass market division; a broad line of vitamins, nutraceuticals and
sports nutrition products through independent distributors and a significant retailer in its health food store division; and a broad line of sports nutrition products primarily through distributors in
its health club and gym division. The Company also manufactures and markets nutritional and other products,
including a broad line of sports nutrition supplements and sportswear, together with certain other nutraceuticals within its international operations.

The
accounting policies of these segments are the same as those described in Note 1 to the consolidated financial statements in the Company's Annual Report on
Form 10-K. The Company evaluates the performance of its operating segments based on actual and expected operating results of the respective segments and/or divisions. Certain
noncash and other expenses, and domestic assets, are not allocated to the divisions within the domestic operating segment.

Recently,
management initiated a plan to reorganize the Company into three business units. These business units will include the Schiff® Specialty Nutrition Unit, the
Active Nutrition Unit and the Haleko Unit (the Company's primary European subsidiary). Upon completion of the reorganization, the business units will be managed independently, each with its own
research and development, and sales and marketing resources, supported by operations and technical services, and administrative functions. The Company expects to modify its segment reporting
information to closely align with the newly formed business units. Management expects to begin reporting the modified segment information upon completion of the reorganization which should be prior to
the time the Company files its fiscal 2002 Annual Report on Form 10-K. As of November 30, 2001, the Company is providing segment reporting data consistent with its historical
practice.

8

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Segment information for the six months ended November 30, 2001 and 2000, respectively, are summarized as follows:

|      |                          | Net
Sales             |         | Income
(Loss)
From
Operations |        | Interest
Expense
|----- | ------------------------ | --------------------- | ------- | ----------------------------- | ------ | ----------------
|2001: |                          |                       |         |                               |        |                 
|      | Domestic Operations:     |                       |         |                               |        |                 
|      |                          | Mass market           |         | $                             | 85,607 |                 
|      |                          | Health food stores    |         |                               | 6,083  |                 
|      |                          | Health clubs and gyms |         |                               | 11,092 |                 
|      |                          | Other                 |         |                               | 1,347  |                 
|      |                          | Unallocated           |         |                               |       |                 
|      |                          |                       |         |                               |        |                 
|      |                          |                       | 104,129 |                               |        | 6,463           
|      | International Operations |                       |         | 60,958                        |        |                 
|      |                          |                       |         |                               |        |                 
|      |                          |                       | Total   |                               | $      | 165,087         
|      |                          |                       |         |                               |        |                 

|      |                          | Net
Sales             |         | Income
(Loss)
From
Operations |        | Interest
Expense
|----- | ------------------------ | --------------------- | ------- | ----------------------------- | ------ | ----------------
|2000: |                          |                       |         |                               |        |                 
|      | Domestic Operations:     |                       |         |                               |        |                 
|      |                          | Mass market           |         | $                             | 82,203 |                 
|      |                          | Health food stores    |         |                               | 12,876 |                 
|      |                          | Health clubs and gyms |         |                               | 10,853 |                 
|      |                          | Other                 |         |                               | 2,168  |                 
|      |                          | Unallocated           |         |                               |       |                 
|      |                          |                       |         |                               |        |                 
|      |                          |                       | 108,100 |                               |        | 6,383           
|      | International Operations |                       |         | 61,648                        |        |                 
|      |                          |                       |         |                               |        |                 
|      |                          |                       | Total   |                               | $      | 169,748         
|      |                          |                       |         |                               |        |                 

Reconciliation
of total assets for the reportable segments is as follows:

November 30,
2001

May 31,
2001Total domestic assets

$
174,517

$
191,040Total international assets


72,474


79,127Eliminations


(63,909
)

(61,095
)Total

$
183,082

$
209,072


Capital
expenditures for domestic and international operations amounted to $0.8 million and $0.3 million, respectively, for the six months ended November 30,
2001, and $1.1 million and $1.2 million, respectively, for the six months ended November 30, 2000.

9

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7.  SALES TO MAJOR CUSTOMERS

The Company's two largest customers accounted for approximately 42% and 38%, respectively, of net sales for the six months ended November 30, 2001 and
2000, respectively. At November 30, 2001 and May 31, 2001, amounts due from these customers represented approximately 27% and 44%, respectively, of total trade accounts receivable.

8.  CONTINGENCIES

The Company is currently named as a defendant in three lawsuits alleging that consumption of certain of its products containing ephedrine caused injuries and
damages to certain individuals. The Company disputes the allegations and has tendered the matters to its insurance carriers, which have assumed defense of the matters.

The
Company believes that, after taking into consideration the Company's insurance coverage, such lawsuits, if successful, would not have a material adverse effect on the Company's
financial condition. However, one or more large punitive damage awards, which are generally not covered by insurance, could have a material adverse effect on the Company's financial condition. The
Company cannot assure you that it will not be subject to further private civil actions with respect to its ephedrine products. Prior to September 1, 2001, the Company maintained both primary
and excess product liability insurance coverage regarding its ephedrine products. Upon renewing the Company's comprehensive and product liability insurance coverage, as of September 1, 2001,
the Company currently maintains primary but not excess product liability coverage regarding its ephedrine products. No assurance can be given that product liability insurance regarding ephedrine will
be adequate to cover liabilities or continue to be available at a reasonable cost, if at all. The absence of excess product liability insurance regarding ephedrine products may have an adverse impact
on the Company's financial condition or operating results in the event of a significant adverse decision against the Company.

From
time to time, the Company is involved in other claims, legal actions and governmental proceedings that arise from the Company's business operations. Although ultimate liability
cannot be determined at the present time, the Company believes that any liability resulting from these matters, if any, after taking into consideration the Company's insurance coverage, will not have
a material adverse effect on the Company's financial position or cash flows.

9.  RECENTLY ISSUED ACCOUNTING STANDARDS

In May 2000, and April 2001, the Financial Accounting Standards Board ("FASB") issued Emerging Issues Task Force ("EITF")
No. 00-14, and No. 00-25, respectively. These EITF's address the recognition, measurement and income statement classification for certain sales incentives or
consideration offered or paid by the Company to retailers, distributors or end consumers. Those provisions of these EITF's
where consensus was reached by the FASB are effective for the Company's financial statements at March 1, 2002. The Company has determined that the impact of adopting these EITF's on the
Company's financial statements is not material. However, the "cost" of certain sales incentives or consideration previously recognized in the Company's financial statements as operating expenses will
be reclassified as reductions in net sales and/or increases in cost of goods sold. If the Company had adopted these EITF's at June 1, 2001, and applied the applicable provisions retroactively,
gross profit for the six months ended November 30, 2001 and 2000 would have decreased by

10

---

approximately $6.6 million and $5.5 million, respectively, and selling and marketing expenses would have decreased by like amounts for the respective periods.

In
July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible Assets," which supercedes APB No. 17, "Intangible Assets." SFAS No. 142
establishes accounting and reporting standards for goodwill and other intangible assets. SFAS No. 142, which includes the requirements to test goodwill and intangible assets with indefinite
lives for impairment rather than amortize them, is effective for the Company's financial statements as of June 1, 2002. While the Company has not completed its analysis of SFAS No. 142,
the impact to the consolidated financial statements of its adoption may be material.

11

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Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the consolidated financial statements, including the notes
thereto, appearing elsewhere in this Quarterly Report on Form 10-Q. Except for the historical information contained herein, the matters discussed in this Quarterly Report contain
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based
on management's beliefs and assumptions, current expectations, estimates, and projections. Statements that are not historical facts, including without limitation statements which are preceded by,
followed by or include the words "believes," "anticipates," "plans," "expects," "estimates," "may," "should" or similar expressions are forward-looking statements. These statements are subject to
risks and uncertainties, certain of which are beyond the
Company's control, and, therefore, actual results may differ materially. The Company disclaims any obligation to update any forward-looking statements whether as a result of new information, future
events or otherwise.

Important factors that may affect future results include, but are not limited to: the inability to achieve cost savings and operational efficiencies through
reorganization, dependence on individual products, the inability to successfully restructure Haleko and make it profitable, dependence on individual customers, the impact of competitive products and
pricing, the impact of new Food and Drug Administration ("FDA") dietary supplement regulations on the Company's products and marketing plans, market and industry conditions including pricing, demand
for products, level of trade inventories and raw materials availability and pricing, the success of product development and new product introductions into the marketplace, changes in laws and
regulations, litigation and government regulatory action, lack of available product liability insurance for products containing ephedrine, uncertainty of market acceptance of new products, adverse
publicity regarding the consumption of nutritional supplements, and other factors discussed from time to time in the Company's SEC reports, copies of which are available upon request from the
Company's investor relations department.

General

Weider Nutrition International, Inc. (the "Company") develops, manufactures, markets, distributes and sells branded and private label nutritional
supplements in the United States and throughout the world. The Company offers a broad range of capsules and tablets, powdered drink mixes, bottled beverages and nutrition bars consisting of
approximately 875 nutritional supplement stock keeping units ("SKUs") domestically and internationally. The Company has a portfolio of recognized brands, including Schiff®,
Weider®, American Body Building, Tiger's Milk®, Multipower® and Multaben that are primarily marketed through mass market, health food store and/or
health club and gym distribution channels. The Company markets its branded nutritional supplement products, both domestically and internationally, in four principal categories: specialty, vitamins,
minerals and herbs; sports nutrition; weight management; and nutrition bars. The Company also markets a line of sportswear in Europe, primarily in Germany, under the Venice Beach brand.

During
the latter part of the fiscal 2002 second quarter, management initiated a plan to reorganize the Company into three business units. Upon completion of the reorganization, these
business units will include the Schiff® Specialty Nutrition Unit, the Active Nutrition Unit and the Haleko Unit.

The
Schiff® Specialty Nutrition Unit will contain the Schiff® and Schiff® Move Free brands. The Active Nutrition Unit will include the
American Body Building, Tiger's Milk® and Weider® branded global businesses. The Haleko Unit, Weider's primary European subsidiary, will include the

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Multipower® and Multaben nutritional supplement brands as well as the Venice Beach sports apparel business.

The
Company's principal executive offices are located at 2002 South 5070 West, Salt Lake City, Utah 84104 and its telephone number is (801) 975-5000. As used
herein, the "Company" means Weider Nutrition International, Inc. and its subsidiaries, except where indicated otherwise.

Results of Operations (Unaudited)

Three Months Ended November 30, 2001 Compared to Three Months Ended November 30, 2000

The following table shows selected items expressed on an actual basis and as a percentage of net sales for the respective interim periods:

Three Months Ended November 30,2001

2000(dollars in thousands)Net sales

$
77,933

100.0
%
$
78,538

100.0
%Cost of goods sold


50,945

65.4


48,243

61.4Gross profit


26,988

34.6


30,295

38.6Operating expenses


24,723

31.7


27,420

34.9Severance and reorganization costs


1,500

1.9




Total operating expenses


26,223

33.6


27,420

34.9Income from operations


765

1.0


2,875

3.7Other expense, net


2,279

3.0


2,733

3.5Income taxes


2,372

3.0


399

.5Net loss

$
(3,886
)
(5.0
)%
$
(257
)
(.3
)%


Net Sales.Net sales for the three months ended November 30, 2001 remained relatively constant at
$77.9 million compared to $78.5 million for the three months ended November 30, 2000. Domestically, net sales increased approximately 4.5% to $45.0 million for the fiscal
2002 second quarter from $43.1 million for the fiscal 2001 second quarter. Internationally, net sales decreased approximately 7.2% to $32.9 million for the fiscal 2002 second quarter
from $35.5 million for the fiscal 2001 second quarter.

Fiscal
2002 second quarter sales to domestic mass market retailers increased approximately 18.6% to $36.7 million from fiscal 2001 second quarter sales of $30.9 million.
The increase in sales to mass market retailers was primarily the result of increased sales to existing accounts of the Company's Schiff® and Schiff® Move Free
branded products. Net sales of Schiff® Move Free amounted to $16.0 million for the second quarter of fiscal 2002, compared to $12.1 million for the second
quarter of fiscal 2001. Sales to domestic health food store distributors and retailers decreased approximately 60.8% to $2.5 million for the fiscal 2002 second quarter from $6.5 million
for the fiscal 2001 second quarter, primarily as a result of reduced sales volume with GNC.

International
sales volume decreased primarily due to a reduction in sportswear sales partially offset by an increase in private label and branded nutritional supplement sales. Net
sales of sportswear decreased 35.6% to approximately $9.1 million for the three months ended November 30, 2001 from approximately $14.1 million for the three months ended
November 30, 2000. The reduction in

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sportswear net sales resulted primarily from a decrease in shipments to department stores and the implementation of strategic measures aimed at improving margins on reduced revenues, by focusing the
apparel business in more profitable accounts.

Gross Profit.Gross profit decreased approximately 10.9% to $27.0 million for the quarter ended
November 30, 2001, compared to $30.3 million for the quarter ended November 30, 2000. Gross profit, as a percentage of net sales, was 34.6% for the quarter ended
November 30, 2001, compared to 38.6% for the quarter ended November 30, 2000. The decrease in the gross profit percentage was primarily attributable to international operating results,
including discounted Venice Beach sportswear sales and inventory related charges, together with an increase in lower margin private label nutritional supplement sales.

Operating Expenses.Operating expenses, including severance and reorganization costs of $1.5 million associated
with the Company's business unit realignment, decreased approximately 4.4% to $26.2 million for the fiscal 2002 second quarter from $27.4 million for the fiscal 2001 second quarter. The
reduction in operating expenses was primarily attributable to a decrease in domestic selling and marketing expenses.

Selling
and marketing expenses decreased approximately 10.4% to $16.6 million for the fiscal 2002 second quarter from $18.5 million for the fiscal 2001 second quarter.
The decrease in selling and marketing expenses resulted primarily from the Company's decision to reduce discretionary domestic national advertising.

General
and administrative expenses decreased approximately 8.1% to $6.2 million for the quarter ended November 30, 2001 from $6.7 million for the quarter ended
November 30, 2000. The decrease in general and administrative expenses for the fiscal 2002 second quarter resulted primarily from a decrease in outside professional and legal related costs.

Other Expense.Other expense, net, was $2.3 million for the quarter ended November 30, 2001, compared to
$2.7 million for the quarter ended November 30, 2000. Reductions in net interest expense, associated with a lower overall effective borrowing rate, were partially offset by an increase
in other non-operating costs. The increase in other non-operating costs was primarily attributable to provisions for potentially unrealizable interest accrued on notes
receivable related to stock performance units.

Provision for Income Taxes.Provision for income taxes was $2.4 million for the quarter ended
November 30, 2001, compared to $0.4 million for the quarter ended November 30, 2000. The change resulted from the decrease in pre-tax earnings and the net effect of
tax rate differences for the Company's domestic and international operations.

During
the second quarter of fiscal 2002, the Company recognized a non-cash valuation provision of $1.8 million to write-down previously recognized tax
assets primarily pertaining to its Haleko subsidiary. In addition, the Company is currently not recognizing an income tax benefit on losses incurred by the Haleko subsidiary.

Six Months Ended November 30, 2001 Compared to Six Months Ended November 30, 2000

Net Sales.Net sales for the six months ended November 30, 2001 decreased $4.7 million, or 2.7%, to
$165.1 million from $169.7 million for the six months ended November 30, 2000. Domestically, net sales decreased approximately 3.7% to $104.1 million for the six months
ended November 30, 2001, from $108.1 million for the six months ended November 30, 2000. Internationally, net sales declined

14

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slightly to $61.0 million for the first six months of fiscal 2002 from $61.6 million for the prior comparable period. Consolidated nutritional supplement revenues remained constant at
approximately $150.0 million for the six-month periods ended November 30, 2001 and 2000.

Sales
to domestic mass market retailers increased approximately 5.1% to $86.4 million for the six months ended November 30, 2001 from $82.2 million for the six
months ended November 30, 2000. The increase in sales to mass market retailers was primarily the result of increased private label sales to existing accounts. Sales to domestic health food
store distributors and retailers decreased approximately 57.9% to $5.4 million for the first six months of fiscal 2002 from $12.9 million for the first six months of fiscal 2001. The
decrease in sales in the health food distribution channel resulted primarily from reduced sales volume with GNC.

International
sales volume remained relatively constant for the respective six-month periods, as increased nutritional supplement revenues were offset by a reduction in
sales of sportswear apparel. Net sales of nutritional supplements to international accounts increased approximately 10.0% to $46.0 million for the first six months of fiscal 2002 from
$42.0 million for the first six months of fiscal 2001, primarily due to an increase in private label sales volume. The reduction in sportswear net sales resulted primarily from a decrease in
shipments to department stores.

Gross Profit.Gross profit decreased approximately 11.8% to $60.2 million for the six months ended
November 30, 2001 compared to $68.3 million for the six months ended November 30, 2000. Gross profit, as a percentage of net sales, was 36.5% for the six months ended
November 30, 2001 compared to 40.2% for the six months ended November 30, 2000. The decrease in the gross profit percentage resulted primarily from a significant decrease in gross
margins on European sportswear sales and lower gross margins on increased international and domestic private label sales.

Operating Expenses.Operating expenses for the first six months of fiscal 2002 decreased approximately 3.9% to
$58.2 million from $60.5 million for the first six months of fiscal 2001. During the first six months of fiscal 2002, the Company recognized $1.5 million of severance and
reorganization costs. During the first six months of fiscal 2001, the Company received approximately $3.6 million from the settlement of litigation. Also, during the first six months of fiscal
2001, the Company closed its Las Vegas, Nevada facility and completed the consolidation of beverage manufacturing to its South Carolina facility, recognizing approximately $0.6 million in net
consolidation and transition related costs. Excluding the effects of these items, operating expenses decreased $6.8 million, or 10.7%, during the first six months of fiscal 2002 in comparison
to the first six months of fiscal 2001. The decrease resulted primarily from reductions in selling and marketing expenses and general and administrative related costs.

Selling
and marketing expenses decreased approximately 10.2% to $39.7 million for the first six months of fiscal 2002 from $44.2 million for the first six months of
fiscal 2001. The decrease in selling and marketing expenses resulted primarily from decreased promotional costs and was impacted by expenses
incurred in the first six months of the prior year associated with the Company's Schiff® Move Free® brand name transition.

General
and administrative expenses decreased approximately 12.3% to $12.9 million for the six months ended November 30, 2001 from $14.7 million for the six
months ended November 30, 2000. The decrease in general and administrative expenses for the first six months of fiscal 2002 resulted primarily from a decrease in outside professional costs,
personnel related expenses and legal related costs.

15

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Other Expense.Other expense, net, was $4.7 million for the six months ended November 30, 2001, compared
to $5.2 million for the six months ended November 30, 2000. Reductions in net interest expense, primarily due to a lower overall effective borrowing rate, were partially offset by an
increase in other non-operating costs. The increase in other non-operating costs was primarily attributable to provisions for potentially unrealizable interest accrued on notes
receivable related to stock performance units.

Provision for Income Taxes.Provision for income taxes was $1.6 million for the six months ended
November 30, 2001, compared to $0.8 million for the six months ended November 30, 2000. The change resulted primarily from the decrease in pre-tax earnings and the net
effect of tax rate differences of the Company's domestic and international operations. During the first six months of fiscal 2002, the Company did not recognize an income tax benefit on losses
incurred by its Haleko subsidiary.

Liquidity and Capital Resources.The Company's working capital decreased $7.9 million to approximately
$37.4 million at November 30, 2001 from $45.3 million at May 31, 2001. The decrease in working capital resulted primarily from decreases in receivables and inventories,
partially offset by a decrease in accounts payable. Inventories decreased approximately $12.0 million primarily as a result of continuing improvements in inventory management and the timing of
shipments to customers. The decrease in receivables of $9.2 million was primarily attributable to lower sales in the second quarter of fiscal 2002, as compared to the fourth quarter of fiscal
2001.

The
Company and its domestic subsidiaries have a $90.0 million senior credit facility (the "Credit Facility") with Bankers Trust Company. The Credit Facility is comprised of a
$30.0 million amortizing term loan and a $60.0 million revolving loan. Under the revolving loan, the Company may borrow up to the lesser of $60.0 million or the sum of
(i) 85% of eligible accounts receivable and (ii) the lesser of $30.0 million or 65% of the eligible inventory. The Credit Facility contains customary terms and conditions,
including, among others, financial covenants regarding minimum cash flows and limitations on indebtedness and the Company's ability to pay dividends under certain circumstances. The obligations of the
Company under the Credit Facility are secured by a first priority lien on all owned or acquired tangible and intangible assets of the Company and its domestic subsidiaries. The Credit Facility is
being used to fund the normal working capital and capital expenditure requirements of the Company. At November 30, 2001, the Company had approximately $9.1 million in available revolving
loan funds.

The
Company's domestic operations are also supported by a $10.0 million senior subordinated loan agreement (the "Subordinated Loan"). The Subordinated Loan contains customary
terms and conditions, including, among others, financial covenants regarding minimum cash flows and limitations on indebtedness and the Company's ability to pay dividends under certain circumstances.

The
Company's European working capital needs (primarily Haleko) are supported by a Germany based secured credit facility (the "Haleko Facility") that renews annually, in June. During
the fiscal 2002 second quarter, the Company agreed to terms with Deutsche Bank AG whereby certain provisions of the Haleko Facility would be modified. The agreed upon modifications, finalized in
December 2001, included an increase to approximately $21.6 million in the revolving loan and a formal waiver of compliance with certain covenants through at least February 28,
2002. At December 31, 2001, the Company had approximately $5.7 million in available revolving loan funds.

16

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The Company expects to fund its long-term capital requirements for the next twelve months through the use of operating cash flow supplemented as necessary by borrowings
under both the domestic Credit Facility and the Haleko Facility. The Company also from time to time may evaluate strategic acquisitions as the nutritional supplements industry continues to
consolidate. The funding of future acquisitions, if any, may require other debt financing or the issuance of additional equity.

The
Company paid a quarterly dividend of $0.0375 per share subsequent to November 30, 2001. The dividend was declared to be payable on December 20, 2001 to holders of
all classes of common stock of record at the close of business on December 7, 2001. The Company's Board of Directors will determine dividend policy in the future based upon, among other things,
the Company's results of operations and financial condition, industry and economic trends, contractual restrictions, reinvestment alternatives and other factors deemed relevant at the time.
Furthermore, management continues to evaluate the Company's overall operating cash flow by scrutinizing spending, analyzing supply chain processes and evaluating dividend policy against reinvestment
alternatives. Accordingly, there can be no assurance that the Company will pay dividends in the future.

Impact of Inflation.The Company has historically been able to pass inflationary increases for raw materials and other
costs through to its customers and anticipates that it will be able to continue to do so in the future. However, there can be no assurance that the Company will be able to pass inflationary increases
on to its customers.

Seasonality.The Company's business is seasonal, with lower sales typically realized during the first and second fiscal
quarters and higher sales typically realized during the third and fourth fiscal quarters. The Company believes such fluctuations in sales are the result of greater marketing and promotional activities
toward the end of each fiscal year, customer buying patterns, including seasonal sportswear considerations, and consumer spending patterns related primarily to the consumers' interest in achieving
personal health and fitness goals after the beginning of each new calendar year and before the summer fashion season.

Furthermore,
as a result of changes in product sales mix, promotional timing considerations and other factors, as discussed above, the Company experiences fluctuations in gross profit
and operating margins on a quarter-to-quarter basis.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

The following discussion involves forward-looking statements of market risk, which assume for analytical purposes that certain adverse market conditions may
occur. Actual future market conditions may differ materially from such assumptions. Accordingly, the forward-looking statements should not be considered projections by the Company of future events or
losses.

The
Company's cash flows and net earnings (or losses) are subject to fluctuations resulting from changes in interest rates and foreign exchange rates. The Company currently is not
party to any significant derivative instruments and its current policy does not allow speculation in derivative instruments for profit or execution of derivative instrument contracts for which there
are no underlying exposure. The Company does not use financial instruments for trading purposes.

The
Company measures its market risk, related to its holdings of financial instruments, based on changes in interest rates utilizing a sensitivity analysis. The Company does not
believe that a hypothetical 10% change in interest rates would have a material effect on the Company's pretax earnings (or losses) or cash flows.

17

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PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings.

The information set forth in Note 8 to Condensed Consolidated Financial Statements in Item 1 of this Quarterly Report on
Form 10-Q is incorporated herein by reference.

Item 2.  Changes in Securities.

Not applicable.

Item 3.  Defaults Upon Senior Securities.

Not applicable.

Item 4.  Submission of Matter to a Vote of Security Holders.

The Company's Annual Meeting of Shareholders was held on October 30, 2001 for the following purposes:

Proposal One:Election of the Company's Board of Directors.

For

Withheld AuthorityEric Weider

163,329,896

78,155George F. Lengvari

163,343,096

64,955Bruce J. Wood

163,330,396

77,655Ronald L. Corey

163,343,096

64,955David J. Gustin

163,343,296

64,755Roger H. Kimmel

163,343,096

64,955Brian P. McDermott

163,343,096

64,955H. F. Powell

163,343,096

64,955


Item 5.  Other Information.

Not applicable.

Item 6.  Exhibits and Reports on Form 8-K



|2.1 |  | Stock Purchase Agreement, dated July 9, 1998, by and among Weider Nutrition Group, Inc. and Wolfgang Brandt and Eberhardt Schlüter.(2)                                                     
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.2 |  | Amendment Deed to Stock Purchase Agreement, dated July 24, 1998.(2)                                                                                                                        
|2.3 |  | Share Transfer Deed, dated July 24, 1998.(2)                                                                                                                                               
|3.1 |  | Amended and Restated Certificate of Incorporation of Weider Nutrition International, Inc.(1)                                                                                               
|3.2 |  | Amended and Restated Bylaws of Weider Nutrition International, Inc.(1)                                                                                                                     
|4.1 |  | Credit Agreement dated as of June 30, 2000 among Weider Nutrition International, Inc. and Bankers Trust Company.(4)                                                                        
|4.2 |  | Senior Subordinated Loan Agreement dated as of June 30, 2000 among Weider Nutrition International, Inc., Wynnchurch Capital Partners, L.P., and Wynnchurch Capital Partners Canada, L.P.(4)
|4.3 |  | Warrants to Purchase Shares of Class A Common Stock of Weider Nutrition International, Inc.(4)                                                                                             
|4.4 |  | Registration Rights Agreement dated as of June 30, 2000 among Weider Nutrition International, Inc., Wynnchurch Capital Partners, L.P. and Wynnchurch Capital Partners Canada, L.P.(4)      

18

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|4.5   |  | First Amendment to Credit Agreement dated as of June 30, 2000 among Weider Nutrition International, Inc. and Bankers Trust Company.(5)                                                                         
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.6   |  | First Amendment to Senior Subordinated Loan Agreement dated as of June 30, 2000 among Weider Nutrition International, Inc., Wynnchurch Capital Partners, L.P. and Wynnchurch Capital Partners Canada,
 L.P.(7) 
|4.7   |  | Second Amendment to Credit Agreement dated as of June 30, 2000 among Weider Nutrition International, Inc. and Bankers Trust Company.(8)                                                                        
|4.8   |  | Second Amendment to Senior Subordinated Loan Agreement dated as of June 30. 2000 among Weider Nutrition International, Inc., Wynnchurch Capital Partners, L.P. and Wynnchurch Capital Partners Canada,
 L.P.(8)
|10.1  |  | Build-To-Suit Lease Agreement, dated March 20, 1996, between SCI Development Services Incorporated and Weider Nutrition Group, Inc.(1)                                                                         
|10.2  |  | Agreement by and between Joseph Weider and Weider Health and Fitness.(1)                                                                                                                                       
|10.3  |  | 1997 Equity Participation Plan of Weider Nutrition International, Inc.(1)                                                                                                                                      
|10.4  |  | Form of Tax Sharing Agreement by and among Weider Nutrition International, Inc. and its subsidiaries and Weider Health and Fitness and its subsidiaries.(1)                                                    
|10.6  |  | Form of Employment Agreement between Weider Nutrition International, Inc. and Robert K. Reynolds, as amended.(5)                                                                                               
|10.7  |  | Form of Senior Executive Employment Agreement between Weider Nutrition International, Inc. and certain senior executives of the Company.(1)                                                                    
|10.8  |  | Advertising Agreement between Weider Nutrition International, Inc. and Weider Publications, Inc.(1)                                                                                                            
|10.9  |  | License Agreement between Mariz Gestao E Investmentos Limitada and Weider Nutrition Group Limited.(1)                                                                                                          
|10.10 |  | Form of Employment Agreement between Weider Nutrition International, Inc. and Bruce J. Wood.(3)                                                                                                                
|10.11 |  | Agreement between the Company and Bruce J. Wood.(6)                                                                                                                                                            
|10.12 |  | Form Agreement between the Company and certain executives of the Company.(6)                                                                                                                                   
|10.13 |  | Amendments to 1997 Equity Participation Plan of Weider Nutrition International, Inc.(9)                                                                                                                        
|21    |  | Subsidiaries of Weider Nutrition International, Inc.(8)                                                                                                                                                        
|      |  |                                                                                                                                                                                                                

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19

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20

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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
thereunto duly authorized.

|                       |  | WEIDER NUTRITION INTERNATIONAL, INC.
|---------------------- |  | ------------------------------------
|                       |  |                                     
|Date: January 14, 2002 |  | By:                                 
|                       |  |                                     
|Date: January 14, 2002 |  | By:                                 

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