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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

|ý                                               | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|----------------------------------------------- | -----------------------------------------------------------------------------------------
|For the quarterly period ended November 2, 2002
|OR                                             
|o                                               | 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 0-17871

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EAGLE FOOD CENTERS, INC.(Exact name of registrant as specified in the charter)

Delaware(State or other jurisdiction of
incorporation or organization)

36-3548019(I.R.S. Employer
Identification No.)Rt. 67 & Knoxville Rd., Milan, Illinois(Address of principal executive offices)

61264(Zip Code)Registrant's telephone number, including area code:(309) 787-7700


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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 ý    No o

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act). Yes o    No ý

Indicate
by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to
the distribution of securities under a plan confirmed by a
court: Yes ý    No o

The
number of shares of the Registrant's Common Stock, par value four cents ($0.04) per share, outstanding at December 13, 2002 was 3,110,935.

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PART IFINANCIAL INFORMATION

Item 1:    Financial Statements

EAGLE FOOD CENTERS, INC.        CONSOLIDATED STATEMENTS OF OPERATIONS        (Dollars in thousands, except per share data)  (Unaudited)

|                                          |                                     | Quarter Ended           |           | Three Quarters Ended |    
|----------------------------------------- | ----------------------------------- | ----------------------- | --------- | -------------------- | ---
|
|
|Sales                                     |                                     | $                       | 151,048   |                      | $  
|Cost of goods sold                        |                                     |                         | (107,851  | )                    |    
|                                          |                                     |                         |           |                      |    
|                                          | Gross margin                        |                         |           | 43,197               |    
|Operating expenses:                       |                                     |                         |           |                      |    
|                                          | Selling, general and administrative |                         |           | (38,422              | )  
|                                          | Store closing and asset impairment  |                         |           |                     |    
|                                          | Reorganization items, net           |                         |           |                     |    
|                                          | Depreciation and amortization       |                         |           | (4,300               | )  
|                                          |                                     |                         |           |                      |    
|                                          |                                     | Operating income (loss) |           |                      | 475
|Interest expense, net                     |                                     |                         | (2,962    | )                    |    
|Gain on extinguishment of debt            |                                     |                         | 71        |                      |    
|                                          |                                     |                         |           |                      |    
|Net loss                                  |                                     | $                       | (2,416    | )                    | $  
|                                          |                                     |                         |           |                      |    
|Basic and diluted net loss per share      |                                     | $                       | (0.78     | )                    | $  
|                                          |                                     |                         |           |                      |    
|Weighted average basic shares outstanding |                                     |                         | 3,110,935 |                      |    

See
notes to the unaudited consolidated financial statements.

2

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EAGLE FOOD CENTERS, INC.        CONSOLIDATED BALANCE SHEETS        (Dollars in thousands, except per share data)  (Unaudited)

|                                     |                                                                                                                            | November 2, 2002                           |         | February 2, 2002 |        
|------------------------------------ | -------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------- | ---------------- | -------
|
|ASSETS                               |                                                                                                                            |                                            |         |                  |        
|Current assets:                      |                                                                                                                            |                                            |         |                  |        
|                                     | Cash and cash equivalents                                                                                                  |                                            | $       | 644              |        
|                                     | Restricted assets                                                                                                          |                                            |         | 8,301            |        
|                                     | Accounts receivable, net of allowance for doubtful accounts of $1.3 million in fiscal 2002 and $1.2 million in fiscal 2001 |                                            |         | 7,354            |        
|                                     | Inventories                                                                                                                |                                            |         | 53,489           |        
|                                     | Prepaid expenses and other                                                                                                 |                                            |         | 2,538            |        
|                                     |                                                                                                                            |                                            |         |                  |        
|                                     |                                                                                                                            | Total current assets                       |         |                  | 72,326 
|Property and equipment, net          |                                                                                                                            |                                            | 100,196 |                  |        
|Other assets:                        |                                                                                                                            |                                            |         |                  |        
|                                     | Deferred software costs, net                                                                                               |                                            |         | 3,693            |        
|                                     | Property held for resale, net                                                                                              |                                            |         | 2,990            |        
|                                     | Other                                                                                                                      |                                            |         | 1,003            |        
|                                     |                                                                                                                            |                                            |         |                  |        
|                                     |                                                                                                                            | Total other assets                         |         |                  | 7,686  
|                                     |                                                                                                                            |                                            |         |                  |        
|                                     |                                                                                                                            | Total assets                               |         | $                | 180,208
|                                     |                                                                                                                            |                                            |         |                  |        
|LIABILITIES AND SHAREHOLDERS' EQUITY |                                                                                                                            |                                            |         |                  |        
|Current liabilities:                 |                                                                                                                            |                                            |         |                  |        
|                                     | Accounts payable                                                                                                           |                                            | $       | 21,574           |        
|                                     | Payroll and associate benefits                                                                                             |                                            |         | 12,481           |        
|                                     | Accrued liabilities                                                                                                        |                                            |         | 10,997           |        
|                                     | Reserve for closed stores                                                                                                  |                                            |         | 239              |        
|                                     | Accrued taxes                                                                                                              |                                            |         | 4,841            |        
|                                     | Current portion of long term debt                                                                                          |                                            |         | 884              |        
|                                     |                                                                                                                            |                                            |         |                  |        
|                                     |                                                                                                                            | Total current liabilities                  |         |                  | 51,016 
|Long term debt:                      |                                                                                                                            |                                            |         |                  |        
|                                     | Senior notes, net                                                                                                          |                                            |         | 63,234           |        
|                                     | Capital lease obligations                                                                                                  |                                            |         | 32,494           |        
|                                     | Loan and security agreement                                                                                                |                                            |         | 21,754           |        
|                                     | Other                                                                                                                      |                                            |         | 340              |        
|                                     |                                                                                                                            |                                            |         |                  |        
|                                     |                                                                                                                            | Total long term debt                       |         |                  | 117,822
|Other liabilities:                   |                                                                                                                            |                                            |         |                  |        
|                                     | Reserve for closed stores                                                                                                  |                                            |         | 1,087            |        
|                                     | Other deferred liabilities                                                                                                 |                                            |         | 7,515            |        
|                                     |                                                                                                                            |                                            |         |                  |        
|                                     |                                                                                                                            | Total other liabilities                    |         |                  | 8,602  
|                                     |                                                                                                                            |                                            |         |                  |        
|                                     |                                                                                                                            | Total liabilities                          |         |                  | 177,440
|                                     |                                                                                                                            |                                            |         |                  |        
|Shareholders' equity:                |                                                                                                                            |                                            |         |                  |        
|                                     | Preferred stock, $.01 par value, 100,000 shares authorized                                                                 |                                            |         |                 |        
|                                     | Common stock, $.04 par value, 4,500,000 shares authorized, 3,357,605 shares issued                                         |                                            |         | 134              |        
|                                     | Capital in excess of par value                                                                                             |                                            |         | 55,464           |        
|                                     | Common stock in treasury, at cost, 246,670 and 229,351 shares                                                              |                                            |         | (2,383           | )      
|                                     | Accumulated other comprehensive income(loss)                                                                               |                                            |         | (2,073           | )      
|                                     | Accumulated deficit                                                                                                        |                                            |         | (48,374          | )      
|                                     |                                                                                                                            |                                            |         |                  |        
|                                     |                                                                                                                            | Total shareholders' equity                 |         |                  | 2,768  
|                                     |                                                                                                                            |                                            |         |                  |        
|Commitments and contingencies        |                                                                                                                            |                                            |         |                  |        
|                                     |                                                                                                                            | Total liabilities and shareholders' equity |         | $                | 180,208
|                                     |                                                                                                                            |                                            |         |                  |        

See notes to the unaudited consolidated financial statements.

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EAGLE FOOD CENTERS, INC.        CONSOLIDATED STATEMENTS OF CASH FLOWS        (Dollars in thousands)  (Unaudited)

|                                                                               |                                                                              | Three Quarters Ended                     |        
|------------------------------------------------------------------------------ | ---------------------------------------------------------------------------- | ---------------------------------------- | -------
|
|
|CASH FLOWS FROM OPERATING ACTIVITIES:                                          |                                                                              |                                          |        
|Net loss                                                                       |                                                                              | $                                        | (11,662
|Adjustments to reconcile net loss to net cash flows from operating activities: |                                                                              |                                          |        
|                                                                               | Gain on extinguishment of debt                                               |                                          |        
|                                                                               | Depreciation and amortization                                                |                                          |        
|                                                                               | Store closing and asset impairment                                           |                                          |        
|                                                                               | Deferred charges and credits                                                 |                                          |        
|                                                                               | (Gain) loss on disposal of assets                                            |                                          |        
|Changes in assets and liabilities:                                             |                                                                              |                                          |        
|                                                                               | Receivables and other assets                                                 |                                          |        
|                                                                               | Inventories                                                                  |                                          |        
|                                                                               | Accounts payable                                                             |                                          |        
|                                                                               | Accrued and other liabilities                                                |                                          |        
|                                                                               | Principal payments on reserve for closed stores                              |                                          |        
|                                                                               |                                                                              |                                          |        
|                                                                               |                                                                              | Net cash flows from operating activities |        
|                                                                               |                                                                              |                                          |        
|CASH FLOWS FROM INVESTING ACTIVITIES:                                          |                                                                              |                                          |        
|                                                                               | Sales (purchases) of marketable securities, net                              |                                          |        
|                                                                               | Additions to property and equipment                                          |                                          |        
|                                                                               | Cash proceeds from sale/leasebacks or dispositions of property and equipment |                                          |        
|                                                                               |                                                                              |                                          |        
|                                                                               |                                                                              | Net cash flows from investing activities |        
|                                                                               |                                                                              |                                          |        
|CASH FLOWS FROM FINANCING ACTIVITIES:                                          |                                                                              |                                          |        
|                                                                               | Deferred financing costs                                                     |                                          |        
|                                                                               | Principal payments on capital lease obligations                              |                                          |        
|                                                                               | Principal payments on senior notes                                           |                                          |        
|                                                                               | Net revolving loans (repayments)                                             |                                          |        
|                                                                               | Purchase of treasury stock                                                   |                                          |        
|                                                                               |                                                                              |                                          |        
|                                                                               |                                                                              | Net cash flows from financing activities |        
|                                                                               |                                                                              |                                          |        
|NET CHANGE IN CASH AND CASH EQUIVALENTS                                        |                                                                              |                                          | (4,023 
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                               |                                                                              |                                          | 4,667  
|                                                                               |                                                                              |                                          |        
|CASH AND CASH EQUIVALENTS AT END OF PERIOD                                     |                                                                              | $                                        | 644    
|                                                                               |                                                                              |                                          |        
|Supplemental disclosures of cash flow information:                             |                                                                              |                                          |        
|                                                                               | Cash paid for interest                                                       |                                          | $      
|Noncash investing and financing activities:                                    |                                                                              |                                          |        
|                                                                               | Additions to property and equipment and debt                                 |                                          | $      
|                                                                               | Unrealized loss on securities                                                |                                          | $      

See
notes to the unaudited consolidated financial statements.

4

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EAGLE FOOD CENTERS, INC.        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Accounting Policies

The accompanying unaudited financial statements have been prepared in accordance with the summary of significant accounting policies set forth in the notes to the
audited financial statements contained in the Company's Form 10-K filed with the Securities and Exchange Commission on May 3, 2002, except as described under the notes
entitled "New Accounting Standards" and "Inventories" below.

In
the opinion of management, the accompanying unaudited financial statements reflect fairly, under generally accepted accounting principles, the results of operations and financial
position for the interim periods presented. Operating results for the thirty-nine weeks ended November 2, 2002 are not necessarily indicative of the results that may be expected for
the fiscal year ending February 1, 2003.

Risks and Uncertainties

On November 2, 2002 the Company had $21.8 million in loans against the Revolver, no letters of credit outstanding and additional Revolver
availability of $14.5 million. The Revolver has a financial covenant requiring the Company to maintain a minimum adjusted net worth, as defined by the Revolver, of $3.0 million. The
Company believes it was in compliance with the covenant on November 2, 2002. To prevent a potential future default under the covenant, the Company has entered into a Limited Waiver agreement
("Waiver") with Congress Financial Corporation (Central) ("Congress") to waive the adjusted net worth covenant until February 1, 2003. This Waiver has two additional covenants requiring the
Company to maintain Revolver availability of at least $5.0 million and to provide Congress with financial projections for the fiscal year ending January 31, 2004 by January 15,
2003. In addition, the Company has agreed to pay a Waiver fee and a higher rate of interest on Revolver loans. To provide
greater flexibility during the remaining term of the Revolver, ending August 24, 2004, the Company is in discussions with Congress to amend the adjusted net worth covenant in the Revolver. If
the Company is unable to obtain an amendment, or if the Company does not meet the covenants under the Waiver or the Revolver, as amended, Congress may exercise its rights under the Revolver and the
Company's ability to borrow under the Revolver could be adversely affected.

Nasdaq
staff informed the Company, by letter dated February 14, 2002, that it's Common stock had not maintained a minimum closing bid price of $1.00 per share over 30 consecutive
trading days as required for continued listing on the Nasdaq SmallCap Market. Nasdaq staff gave the Company until August 13, 2002 to regain compliance with the minimum closing bid price of
$1.00 per share for at least ten consecutive trading days. The letter also provided that the Company would be granted an additional 180 days to achieve the minimum closing bid price requirement
if Nasdaq staff were to determine that the Company met the initial listing criteria for the Nasdaq SmallCap Market, which are stockholder's equity of $5 million, market capitalization of
$50 million or net income of $750,000 (excluding extraordinary or non-recurring items) in the most recently completed fiscal year or in two of the last three most recently completed
fiscal years. The Company was notified, by letter dated August 14, 2002, that it had not regained compliance with the minimum bid price of $1.00 per share. However, the Company was granted an
additional 180 days to achieve the minimum closing bid price based on meeting the initial listing requirement of $5.0 million in stockholders' equity as of May 4, 2002. The
Company's Common stock closed at $0.49 per share on the last trading day of the third quarter of fiscal 2002, with closing prices for the quarter ranging from a high of $0.73 on September 6,
2002 to a low of $0.36 on October 8, 2002.

5

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If
the Company's common stock is not listed for trading on the Nasdaq SmallCap Market, trading of the common stock would likely be on the OTC Bulletin Board or similar quotation system.
Inclusion of the Company's common stock on the OTC Bulletin Board or similar quotation system could adversely affect the liquidity of the Company's common stock and may impact the public's perception
of the Company. There can be no assurance that delisting would not have a material adverse effect on liquidity or business operations.

The
Company's collective bargaining agreement with Union locals covering 35 stores, representing 45.5% of the Company's associates, expired on November 16, 2002. The Company
signed an extension agreement on November 1, 2002 extending the term of the collective bargaining agreement until December 16, 2002 and subsequently signed another extension agreement on
December 16, 2002 extending the term of the collective bargaining agreement until February 1, 2003. In addition, the Company has collective bargaining agreements covering two stores,
representing 1.8% of the Company's associates, which are under extension agreements pending negotiation of new collective bargaining agreements.

Reclassifications

Certain reclassifications were made to balances for the prior year to conform to current year presentation.

New Accounting Standards

In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No. 143,Accounting for Asset Retirement
Obligations. SFAS No.143 requires a company to record the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation
associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets. A corresponding asset is also
recorded, which is depreciated over the life of the asset. Subsequent to the initial measurement of the asset retirement obligation, the obligation is adjusted at the end of each period to reflect the
passage of time and changes in the estimated future cash flows underlying the obligation. The Company is required to adopt SFAS No. 143 for fiscal years beginning after June 15, 2002.
The Company does not expect this statement to have a material effect on its consolidated financial statements.

In
August, 2001, the FASB issued SFAS No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS
No. 144 supersedes SFAS No. 121 and the accounting and reporting provision of APB Opinion No. 30 for the disposal of a segment of a business. SFAS No. 144 addresses
financial accounting and reporting for the impairment or disposal of long-lived assets and requires that long-lived assets be reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to
future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the
carrying amount of the asset exceeds the fair value of the asset. SFAS No. 144 requires companies to separately report discontinued operations and extends that reporting to a component of an
entity that either has been disposed of (by sale, abandonment, or in a distribution to owners) or is classified as held for sale. Assets to be disposed of are reported at the lower of the carrying
amount or fair value less costs to sell. The Company implemented the statement on February 3, 2002. For the three quarters ended November 2, 2002, the

6

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Company recorded an asset impairment charge of $646 which is included in Store closing and asset impairment on the Consolidated Statements of Operations.

In
April, 2002, the FASB issued SFAS No. 145,Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections. Under Statement No. 4, all gains and losses from extinguishment of debt were required to be aggregated and, if material, classified as an
extraordinary item. The rescission of Statement No. 4 affects the Company since it eliminates the exception to applying APB Opinion No. 30 to the Company's gains on extinguishment of
debt. As a result, the gains should be classified as extraordinary only if they meet the criteria in APB Opinion
No. 30. The Company does not believe its debt extinguishment gains are both unusual in nature or infrequent of occurrence, and thus do not meet the criteria to be classified as an extraordinary
item.

The
provisions of Statement No. 145 related to the rescission of SFAS No. 4 shall be applied in fiscal years beginning after May 15, 2002. Early application of the
provisions related to the rescission of Statement No. 4 is encouraged. Any gain or loss on extinguishment of debt that was classified as an extraordinary item in prior periods that does not
meet the criteria for classification as an extraordinary item should be reclassified. The Company implemented this statement on May 5, 2002. The effects of implementation are illustrated as
follows:

|                                                           |  | Quarter Ended |    | Three Quarters Ended
|---------------------------------------------------------- |  | ------------- | -- | --------------------
|
|Gain on extinguishment of debt increase                    |  | $             | 71 |                     
|Extraordinary itemgain on extinguishment of debt decrease |  | $             | 71 |                     

In
June 2002, the FASB issued SFAS No. 146,Accounting for Costs Associated with Exit or Disposal
Activities. This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF)
Issue No. 94-3,Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring).The provisions of this Statement are effective for exit and disposal activities that are initiated after December 31, 2002. The Company has not
determined whether future application of this statement will have an effect on its consolidated financial statements.

The
Company adopted the FASB Emerging Issues Task Force (EITF) Issue No. 00-14,Accounting for Certain Sales
Incentives, in the first quarter of fiscal 2002, which requires the recording of certain customer discounts as a reduction in sales. The adoption of this accounting standard
did not have an
effect on reported operating income (loss) or net loss. In accordance with the adoption, the impact on Sales, Cost of Goods Sold and Selling, General and Administrative Expenses was as follows:

|                                             |  | Quarter Ended |        | Three Quarters Ended
|-------------------------------------------- |  | ------------- | ------ | --------------------
|
|Sales Decrease                               |  | $             | 11,669 |                     
|Cost of Goods Sold Decrease                  |  | $             | 11,572 |                     
|Selling, General and Administrative Decrease |  | $             | 97     |                     

Inventories

During the first quarter of fiscal 2002 (as documented in the 10-Q for the quarter ended May 4, 2002), the Company implemented a change in
accounting principle from valuing substantially all

7

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inventories at the lower of cost or market utilizing the last-in, first-out ("LIFO") method to valuing all inventories at the lower of cost or market utilizing the
first-in, first-out ("FIFO") method. This change was adopted because the FIFO method more clearly follows the actual flow of inventory, due to its perishable nature, and more
closely matches actual costs and revenues. The February 2, 2002 Consolidated Balance Sheet and quarter ended and three quarters ended November 3, 2001 Consolidated Statement of
Operations and Consolidated Statement of Cash Flows have been restated to apply the new method retroactively.

Due
to the change in accounting principle, inventory previously reported as of February 2, 2002 increased $8.4 million. The balance of accumulated deficit has been restated
by the same amount to reflect retroactive application of this new accounting method. Also, as a result of this change, the effect on the net loss previously reported for the third quarter and three
quarters ended November 3, 2001 is presented in the following table. As a result of the implementation of Statement No. 145 (as previously discussed), gains of $972 thousand and
$1.7 million, respectively, for the quarter and three quarters ended November 3, 2001, have been reclassified to gain on extinguishment of debt from extraordinary item-gain
on extinguishment of debt and reflected in the net loss below:

|                                          |  | Quarter Ended
November 3, 2001 |           | Three Quarters Ended
November 3, 2001 |  
|----------------------------------------- |  | ------------------------------ | --------- | ------------------------------------- | -
|
|Net loss                                  |  | $                              | (476      | )                                     | $
|                                          |  |                                |           |                                       |  
|Basic and diluted net loss per share      |  | $                              | (0.15     | )                                     | $
|                                          |  |                                |           |                                       |  
|Weighted average basic shares outstanding |  |                                | 3,171,091 |                                       |  

Comprehensive Income (Loss)

Comprehensive income (loss) includes all changes in the Company's equity during the period, except transactions with stockholders of the Company. Comprehensive
loss consisted of the following:

|                          |                                          | Quarter Ended |        | Three Quarters Ended |  
|------------------------- | ---------------------------------------- | ------------- | ------ | -------------------- | -
|
|
|Net loss                  |                                          | $             | (2,416 | )                    | $
|Other comprehensive loss: |                                          |               |        |                      |  
|                          | Unrealized loss on marketable securities |               |        | (23                  | )
|                          |                                          |               |        |                      |  
|Comprehensive loss        |                                          | $             | (2,439 | )                    | $
|                          |                                          |               |        |                      |  

Litigation

The Company is subject to various unresolved legal actions that arise in the normal course of its business. It is not possible to predict with certainty the
outcome of these unresolved legal actions or the range of the possible loss.

8

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

Results of Operations

Sales for the Company's third fiscal quarter ended November 2, 2002 were $151.0 million, a decrease of $10.9 million or 6.7% compared with
the prior year. Sales for the three quarters ended November 2, 2002 were $474.9 million, a decrease of $17.9 million or 3.6% compared to the same period in fiscal 2001. These
sales declines were due primarily to continued new store openings by competitors and a challenging competitive environment. Since the beginning of fiscal 2001, 25 stores have opened that are in direct
competition with the Company, including nine store openings by competitors in the first three quarters of fiscal 2002. The Company sold one under performing store in the last week of the third quarter
of fiscal 2002 leaving 63 stores in operation at the end of the third quarter of fiscal 2002 compared to 64 stores at the end of the third quarter of fiscal 2001.

The
gross margin for the third quarter of fiscal 2002 was $43.2 million or 28.6% of sales compared to $45.7 million or 28.3% of sales for the same quarter of fiscal 2001.
For the three quarters ended November 2, 2002 the gross margin was $131.9 million or 27.8% of sales compared to $138.8 million or 28.2% of sales for the same period in fiscal
2001. The gross margin decline of $2.5 million for the quarter includes approximately $3.1 million relating to the decrease in sales, partially offset by an increase in the gross margin
percentage. The gross margin decline of $6.9 million for the three quarters ended November 2, 2002 was primarily due to a decline in sales and a reduction in vendor funding. The gross
margin rate decline for the three quarters ended November 2, 2002 included the impact of the lower gross margin rate in the eight Eagle Discount Foods stores which were converted back to the
Eagle Country Market format in the second quarter.

Selling,
general and administrative expense for the third quarter of fiscal 2002 was $38.4 million or 25.4% of sales compared to $39.9 million or 24.7% of sales in the same
quarter of fiscal 2001. For the three quarters ended November 2, 2002, selling, general and administrative expense was $121.5 million or 25.6% of sales versus $120.6 million or
24.5% of sales for the same period in fiscal 2001. The increase for the three quarters is primarily due to additional health and welfare costs of $2.8 million, partially offset by a reduction
in variable expenses associated with the decline in sales.

For
the three quarters ended November 2, 2002 the Company recorded an asset impairment charge of $646 thousand, which was partially offset by favorable changes in the
reserve for closed stores of $40 thousand.

Depreciation
and amortization expense for the quarter ended November 2, 2002 was $4.3 million or 2.8% of sales compared to $4.5 million or 2.8% of sales in the same
quarter of fiscal 2001. For the three quarters ended November 2, 2002, depreciation and amortization expense was $13.3 million or 2.8% of sales versus $13.6 million or 2.8% of
sales for the same period in fiscal 2001. Net interest expense decreased to $3.0 million or 2.0% of sales in the third quarter of fiscal 2002 compared to $3.2 million or 2.0% of sales in
the same quarter of fiscal 2001. For the three quarters ended November 2, 2002, net interest expense decreased to $9.1 million or 1.9% of sales compared to $9.7 million or 2.0% of
sales in the same period of fiscal 2001 due primarily to lower interest on the senior notes due to redemptions that have taken place, partially offset by increased interest expense on Loan and
Security Agreement ("Revolver") borrowings.

Gain
on extinguishment of debt of $71 thousand and $860 thousand were recorded in the quarter and three quarters ended November 2, 2002, respectively, relating to
the repurchase of senior notes. Senior notes with a face value of $119 thousand were purchased during the third quarter of fiscal 2002 for $48 thousand plus accrued interest. For the
three quarters ended November 2, 2002, senior notes with a face value of $1.7 million were purchased for $850 million plus accrued interest. Gain on extinguishment of debt of
$972 thousand and $1.7 million were recorded in the quarter and three quarters ended November 3, 2001, respectively, relating to the repurchase of Senior Notes. Senior

9

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Notes with a face value of $2.4 million were purchased during the third quarter of fiscal 2001 for $1.4 million plus accrued interest. For the three quarters ended November 3,
2001, Senior Notes with a face value of $4.2 million were purchased for $2.5 million plus accrued interest.

The
net loss for the third quarter of fiscal 2002 was $2.4 million or $.78 per share compared to a net loss of $326 thousand or $.10 per share in the same quarter of fiscal
2001. For the three quarters ended November 2, 2002, the net loss was $11.7 million or $3.75 per share compared to a net loss of $2.3 million or $.73 per share for the comparable
period of fiscal 2001. No tax benefit was recognized in fiscal 2002 or 2001 as the Company is in a net operating loss carryforward position. Valuation allowances have been established for the entire
amount of net deferred tax assets due to the uncertainty of future recoverability.

Liquidity and Capital Resources

Cash generated by operating activities was $3.1 million for the three quarters ended November 2, 2002 compared to cash used by operating activities
of $8.7 million in the comparable period of fiscal 2001. The net loss and non-cash charges generated $1.6 million of cash. Working capital changes generated
$1.5 million, due primarily to decreases in accounts receivable and inventories, partially offset by decreases in accounts payable, accrued and other liabilities, and reserve for closed stores.

Working
capital at November 2, 2002 was $21.3 million and the ratio of current assets to current liabilities was 1.42 to 1 compared to $27.0 million and 1.43 to 1 on
February 2, 2002. The reduction in working capital was used primarily to reduce long term debt and fund the Company's capital spending program.

Additions
to property and equipment for the first three quarters of fiscal 2002 were $4.2 million compared to $5.0 million in the same period of fiscal 2001. The Company
completed four major remodels during the first three quarters of fiscal 2002. The Company also sold one under performing store in the last week of the third quarter, realizing proceeds of
$242 thousand and recording a gain of $212 thousand.

The
Company repurchased $1.7 million of its senior notes during the first three quarters of fiscal 2002 at a cost of $850 thousand, recording a gain on extinguishment of
debt of $860 thousand. Payments related to lease rejection costs were $358 thousand during the first three quarters of fiscal 2002. The repurchase of the senior notes and the lease
rejection payments were primarily funded from cash on hand and cash flows from operations.

On
November 2, 2002 the Company had $21.8 million in loans against the Revolver, no letters of credit outstanding and additional Revolver availability of
$14.5 million. The Revolver has a financial covenant requiring the Company to maintain a minimum adjusted net worth, as defined by the Revolver, of $3.0 million. The Company believes it
was in compliance with the covenant on November 2, 2002. To prevent a potential future default under the covenant, the Company has entered into a Limited Waiver agreement ("Waiver") with
Congress Financial Corporation (Central) ("Congress") to waive the adjusted net worth covenant until February 1, 2003. This Waiver has two additional covenants requiring the Company to maintain
Revolver availability of at least $5.0 million and to provide Congress with financial projections for the fiscal year ending January 31, 2004 by January 15, 2003. In addition, the
Company has agreed to pay a Waiver fee and a higher rate of interest on Revolver loans. To provide greater flexibility during the remaining term of the Revolver, ending August 24, 2004, the
Company is in discussions with Congress to amend the adjusted net worth covenant in the Revolver. If the Company is unable to obtain an amendment, or if the Company does not meet the covenants under
the Waiver or the Revolver, as amended, Congress may exercise its rights under the Revolver and the Company's ability to borrow under the Revolver could be adversely affected.

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Nasdaq
staff informed the Company, by letter dated February 14, 2002, that it's Common stock had not maintained a minimum closing bid price of $1.00 per share over 30 consecutive
trading days as required for continued listing on the Nasdaq SmallCap Market. Nasdaq staff gave the Company until August 13, 2002 to regain compliance with the minimum closing bid price of
$1.00 per share for at least ten
consecutive trading days. The letter also provided that the Company would be granted an additional 180 days to achieve the minimum closing bid price requirement if Nasdaq staff were to
determine that the Company met the initial listing criteria for the Nasdaq SmallCap Market, which are stockholder's equity of $5 million, market capitalization of $50 million or net
income of $750,000 (excluding extraordinary or non-recurring items) in the most recently completed fiscal year or in two of the last three most recently completed fiscal years. The Company
was notified, by letter dated August 14, 2002, that it had not regained compliance with the minimum bid price of $1.00 per share. However, the Company was granted an additional 180 days
to achieve the minimum closing bid price based on meeting the initial listing requirement of $5.0 million in stockholders' equity as of May 4, 2002. The Company's Common stock closed at
$0.49 per share on the last trading day of the third quarter of fiscal 2002, with closing prices for the quarter ranging from a high of $0.73 on September 6, 2002 to a low of $0.36 on
October 8, 2002.

If
the Company's common stock is not listed for trading on the Nasdaq SmallCap Market, trading of the common stock would likely be on the OTC Bulletin Board or similar quotation system.
Inclusion of the Company's common stock on the OTC Bulletin Board or similar quotation system could adversely affect the liquidity of the Company's common stock and may impact the public's perception
of the Company. There can be no assurance that delisting would not have a material adverse effect on liquidity or business operations.

The
Company's collective bargaining agreement with Union locals covering 35 stores, representing 45.5% of the Company's associates, expired on November 16, 2002. The Company
signed an extension agreement on November 1, 2002 extending the term of the collective bargaining agreement until December 16, 2002 and subsequently signed another extension agreement on
December 16, 2002 extending the term of the collective bargaining agreement until February 1, 2003. In addition, the Company has collective bargaining agreements covering two stores,
representing 1.8% of the Company's associates, which are under extension agreements pending negotiation of new collective bargaining agreements. The Company expects to negotiate with the Union locals
and to enter into new collective bargaining agreements. There can be no assurance, however, that such agreements will be reached without a work stoppage. A work stoppage could have a material adverse
effect on the Company's results of operations.

Cash
on hand, operating cash flows and other sources of funds, including loans against the Revolver, are expected to be adequate to meet the Company's liquidity requirements for the
coming twelve months. This expectation is subject to the impact of current and additional competitive stores and pricing, labor and benefit costs under collective bargaining agreements and the
settlement of expired or expiring collective bargaining agreements without a work stoppage, supplier constraints or difficulties including a further reduction in credit limits and payment terms,
compliance with Revolver and Waiver covenants and the continued availability of capital under the Revolver, and other risks and uncertainties outlined under "Safe Harbor Statements Under the Private
Securities Litigation Reform Act of 1995".

Changes in Critical Accounting Policies

The Company implemented a change in accounting principle, effective February 3, 2002, from valuing substantially all inventories at the lower of cost or
market utilizing the last-in, first-out ("LIFO") method to valuing all inventories at the lower of cost or market utilizing the first-in, first-out
("FIFO") method. This change was adopted because the FIFO method more clearly follows the actual flow of inventory, due to its perishable nature, and more closely matches actual costs and revenues.

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Financial statements have been restated to apply the change in accounting principle retroactively, resulting in a decrease in the loss reported of $150 thousand for the third quarter of fiscal
2001 and $450 thousand for the first three quarters of fiscal 2001. In addition, the inventory previously reported as of February 2, 2002 increased $8.4 million. The new
accounting policy for inventories is as follows:

InventoryInventories are stated at the lower of cost or market. Cost is determined through use of the first-in,
first-out ("FIFO") method, for all inventories, applied to inventory values determined primarily by the retail inventory method ("RIM") for store inventories and the weighted average
method for warehouse inventories.

Under
RIM the valuation of inventories are at cost and the resulting gross margins are calculated by applying a cost-to-retail ratio to sales. Inherent in the RIM
calculations are certain management judgments and estimates, including shrinkage, which could impact the ending inventory valuation at cost, as well as the resulting gross margins. RIM is an averaging
method that has been widely used in the retail industry due to its practicality.

Safe Harbor Statements Under the Private Securities Litigation Reform Act of 1995

The statements under Management's Discussion and Analysis of Financial Condition and Results of Operations and the other statements in this
Form 10-Q which are not historical facts are forward looking statements. These forward looking statements involve risks and uncertainties that could render them materially
different, including, but not limited to, acceptance of the Company's products in the marketplace, the effect of economic conditions, the impact of current and additional competitive stores and
pricing, availability and costs of inventory, employee costs and availability, the rate of technology change, the cost and uncertain outcomes of pending and unforeseen litigation, the availability and
cost of capital including the continued availability of capital under the Revolver, supply constraints or difficulties, the effect of the Company's accounting policies, the effect of regulatory and
legal developments and other risks detailed in the Company's Securities and Exchange Commission filings or in material incorporated therein by reference.

Item 3:    Quantitative and Qualitative Disclosures about Market Risk

No significant changes since filing the Form 10-K, for the period ended February 2 2002, with the Securities and Exchange Commission on
May 3, 2002.

Item 4:    Procedures and Controls



Based
on their evaluation as of a date within 90 days of the filing date of the Quarterly Report on Form 10-Q, the Company's Chief Executive Officer and Chief
Financial Officer have concluded that the Company's disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934
(the "Exchange Act")) are effective to ensure that information required to be disclosed by the Company in reports that are filed and submitted under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in Securities and Exchange Commission rules and forms.



There
were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation,
including any corrective actions with regard to significant deficiencies and material weaknesses.

12

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PART II:    OTHER INFORMATION:

Item 1: Legal Proceedings

Not Applicable

Item 2: Changes in Securities and Use of Proceeds

Not Applicable

Item 3: Defaults Upon Senior Securities

Not Applicable

Item 4: Submission of Matters to a Vote of Security Holders

Not Applicable

Item 5: Other Information

Not Applicable

Item 6: Exhibits and Reports on Form 8K

No exhibits or reports were filed on Form 8K.

13

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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:

|                            | EAGLE FOOD CENTERS, INC.                                                                         
|--------------------------- | -------------------------------------------------------------------------------------------------
|Dated:    December 17, 2002 | /s/ROBERT J. KELLYRobert J. Kelly
Chairman, Chief Executive Officer and President                
|Dated:    December 17, 2002 | /s/S. PATRIC PLUMLEYS. Patric Plumley
Senior Vice PresidentChief Financial Officer and Secretary

14

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CERTIFICATIONS

I, Robert J. Kelly, certify that:



Date:
December 17, 2002

| |  |  | /s/ROBERT J. KELLYRobert J. Kelly
Chairman, Chief Executive
Officer and President
| |  |  | ---------------------------------------------------------------------------------

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I,
S. Patric Plumley, certify that:



Date:
December 17, 2002

| |  |  | /s/S. PATRIC PLUMLEYS. Patric Plumley
Senior Vice PresidentChief Financial
Officer and Secretary
| |  |  | -------------------------------------------------------------------------------------------------

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Certification of Chief Executive Officer  Pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002

In
connection with this quarterly report on Form 10-Q of Eagle Food Centers, Inc. I, Robert J. Kelly, Chief Executive Officer of Eagle Food
Centers, Inc., certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:



|Date: December 17, 2002 |  |  | /s/ROBERT J. KELLYRobert J. Kelly
Chairman, Chief Executive
Officer and President
|----------------------- |  |  | ---------------------------------------------------------------------------------

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Certification of Chief Financial Officer  Pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002

In
connection with this quarterly report on Form 10-Q of Eagle Food Centers, Inc. I, S. Patric Plumley, Chief Financial Officer of Eagle Food
Centers, Inc., certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:



|Date: December 17, 2002 |  |  | /s/S. PATRIC PLUMLEYS. Patric Plumley
Senior Vice President-Chief Financial
Officer and Secretary
|----------------------- |  |  | -------------------------------------------------------------------------------------------------

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