UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q
        (mark one)
            [ ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934
                                       OR
            [X] TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES  EXCHANGE ACT OF 1934

  For the nine week transition period from July 27, 1998 to September 27, 1998

                        Commission File Number: 333-24939
                              The Fonda Group, Inc.
             (Exact name of registrant as specified in its charter)

          Delaware                                           13-3220732
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification
Number)

                             2920 North Main Street
                            Oshkosh, Wisconsin 54901
                                 (920) 235-1036


   (Address and telephone number of registrant's principal executive offices)


         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 [ ]

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


         Common Stock, $.01 par value, as of December 1, 1998:        100 Shares



<PAGE>

                              THE FONDA GROUP, INC.
                          QUARTERLY REPORT ON FORM 10-Q
                                TABLE OF CONTENTS


Part I - Financial Information



Item 1. Financial Statements (unaudited):                                   Page

     Balance Sheets as of September 27, 1998 and July 26, 1998 (audited)       3

     Statements of Operations for the nine weeks ended September 27, 1998
        and the thirteen weeks ended October 26, 1997                          4

     Statements of Cash Flows for the nine weeks ended September 27, 1998
        and the thirteen weeks ended October 26, 1997                          5

     Notes to Financial Statements                                             6


Item 2.  Management's Discussion and Analysis of Financial Condition
             and Results of Operations                                         7


Part II - Other Information


Item 6.  Exhibits and Reports on Form 8-K                                     11

Signatures                                                                    12




                                        2



<PAGE>

PART I - FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS


                                               THE FONDA GROUP, INC.
                                                 BALANCE SHEETS
                                                   (in thousands)

<TABLE>
<CAPTION>

                                                                                 September 27,       July 26,
                                                                                     1998              1998
                                                                                 --------------    -------------
                                                                                 (unaudited)
<S>                                                                           <C>               <C>

ASSETS
Current assets:
    Cash                                                                         $       8,262     $     16,361
    Accounts receivable, less allowance for doubtful
      accounts of $804 and $789, respectively                                           31,494           29,385
    Due from affiliates                                                                  1,001            1,584
    Inventories                                                                         37,223           34,803
    Deferred income taxes                                                                5,414            5,469
    Other current assets                                                                 2,243            2,086
                                                                                 --------------    -------------
         Total current assets                                                           85,637           89,688
Property, plant and equipment, net                                                      48,127           48,151
Goodwill, net                                                                           20,532           21,462
Other assets, net                                                                       19,671           19,227
                                                                                 --------------    -------------
TOTAL ASSETS                                                                     $     173,967     $    178,528
                                                                                 ==============    =============

LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
   Accounts payable                                                              $       4,753     $      7,077
   Accrued expenses                                                                     22,148           23,863
   Income taxes payable                                                                    632            1,004
   Current maturities of long-term debt                                                    574              595
                                                                                 --------------    -------------
      Total current liabilities                                                         28,107           32,539
Long-term debt                                                                         121,735          121,767
Other liabilities                                                                        1,900            1,896
Deferred income taxes                                                                    5,011            4,771
                                                                                 --------------    -------------
      Total liabilities                                                                156,753          160,973

Stockholder's equity                                                                    17,214           17,555
                                                                                 ==============    =============
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                                       $     173,967     $    178,528
                                                                                 ==============    =============

</TABLE>

                       See notes to financial statements.


                                       3

<PAGE>

                              THE FONDA GROUP, INC.
                            STATEMENTS OF OPERATIONS
                                   (unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                      Nine Weeks           Thirteen Weeks
                                                                         Ended                  Ended
                                                                     September 27,           October 26,
                                                                         1998                   1997
                                                                     -------------          --------------
<S>                                                              <C>                 <C>

Net sales                                                            $     42,679            $     70,658
Cost of goods sold                                                         36,126                  57,519
                                                                     -------------          --------------
     Gross profit                                                           6,553                  13,139

Selling, general and administrative expenses                                5,336                   8,413
                                                                     -------------          --------------
     Income from operations                                                 1,217                   4,726
Interest expense (net of interest income
 of $251 and $52)                                                           1,796                   2,936
                                                                     -------------          --------------
     Income (loss) before income taxes                                       (579)                  1,790
Income tax provision (benefit)                                               (238)                    751
                                                                     =============          ==============
     Net income (loss)                                                $      (341)           $      1,039
                                                                     =============          ==============

</TABLE>


                       See notes to financial statements.


                                       4

<PAGE>

                              THE FONDA GROUP, INC.
                            STATEMENTS OF CASH FLOWS
                                   (unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                          Nine Weeks            Thirteen Weeks
                                                                            Ended                  Ended
                                                                         September 27,           October 26,
                                                                             1998                   1997
                                                                         --------------         --------------
<S>                                                                   <C>                    <C>
Operating activities:
 Net income (loss)                                                           $ (341)               $ 1,039
Adjustments to reconcile net income (loss) to net
    cash used in operating activities:
   Depreciation and amortization                                              1,039                  1,491
   Provision for doubtful accounts                                               20                     71
   Deferred income taxes                                                        295                    789
   Gain on building and equipment dispositions                                 (201)                  (157)
   Changes in assets and liabilities:
      Accounts receivable                                                    (2,130)                (6,587)
      Due from affiliates                                                       583                    170
      Inventories                                                            (2,420)                (1,937)
      Other current assets                                                      143                  3,238
      Accounts payable and accrued expenses                                  (4,126)                   516
      Income taxes payable                                                     (373)                    37
      Other                                                                     (81)                   (26)
                                                                      --------------         --------------
    Net cash used in operating activities                                    (7,592)                (1,356)
                                                                      --------------         --------------

Investing activities:
 Capital expenditures                                                          (748)                (2,021)
 Proceeds from building and equipment dispositions                              294                    260
                                                                      --------------         --------------
   Net cash used in investing activities                                       (454)                (1,761)
                                                                      --------------         --------------

Financing activities:
 Net increase in revolving credit borrowings                                      -                  8,049
 Repayments of long-term debt                                                   (53)                  (149)
 Redemption of common stock                                                       -                 (8,352)
                                                                      --------------         --------------
   Net cash used in financing activities                                        (53)                  (452)
                                                                      --------------         --------------
Net decrease in cash                                                         (8,099)                (3,569)
Cash, beginning of period                                                    16,361                  5,908
                                                                      --------------         --------------
Cash, end of period                                                         $ 8,262                $ 2,339
                                                                      ==============         ==============

Supplemental cash flow information:
  Cash paid (refunded) during the period for:
   Interest, including $192 capitalized in the
     thirteen week 1997 period                                              $ 5,711                $ 5,959
   Income taxes, net of refunds                                                (165)                   (71)

</TABLE>


                       See notes to financial statements.

                                       5

<PAGE>
                              THE FONDA GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

1.       BASIS OF PRESENTATION

         The information  included in the foregoing interim financial statements
of The Fonda Group,  Inc. (the  "Company")  are unaudited but, in the opinion of
management,  include  all  adjustments  (consisting  only  of  normal  recurring
adjustments  and  accruals)  which the Company  considers  necessary  for a fair
presentation  of the operating  results for these  periods.  Results for interim
periods are not  necessarily  indicative  of results for the entire year.  These
condensed financial  statements should be read in conjunction with the Company's
financial  statements and notes thereto  included in the Company's annual report
on Form 10-K.  Certain  amounts for the prior period have been  reclassified  to
conform with current period presentation.

         On October 22, 1998,  the Board of  Directors  approved a change in the
Company's fiscal year end from a fifty-two or fifty-three week period which ends
on the last Sunday in July to the same number of periods  which ends on the last
Sunday in  September.  The nine week period from July 27, 1998 to September  27,
1998 will be treated as a transition  period that will not be part of the fiscal
year ended July 26, 1998 or Fiscal 1999 which will end on September 26, 1999.


2.  INVENTORIES

         Inventories consist of the following (in thousands):

                                   September 27,        July 26,
                                      1998               1998
                                   ------------        ----------
Raw materials and supplies         $   16,299          $   15,663
Work-in-process                           422                 194
Finished goods                         20,502              18,946
                                   -----------         ----------
                                   $   37,223         $    34,803
                                   ===========         ==========


                                       6

<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS

         The following  discussion  for The Fonda Group,  Inc.  (the  "Company")
contains forward-looking  statements which involve risks and uncertainties.  The
Company's  actual  results or future events could differ  materially  from those
anticipated in these forward-looking  statements as a result of certain factors,
including, but not limited to, raw material costs, labor market conditions,  the
highly  competitive  nature of the industry,  and  developments  with respect to
contingencies.

         In October  1998,  the Company  changed its fiscal year end to the last
Sunday in September.  The following discussion compares the nine week transition
period  ended  September  27,  1998 (the "Nine Week  Transition  Period") to the
thirteen  week period  ended  October 26, 1997 (the "1998 First  Quarter").  The
Company did not recast the data for the nine week  period  ended  September  28,
1997 because certain review procedures and significant judgmental estimates that
are  implemented on a quarterly  basis only,  were not  implemented for the nine
week period ended September 28, 1997. As a result of changes in certain computer
systems,  the Company believes it would be impractical to implement these review
procedures  and make the  judgmental  estimates  to recast  the prior  nine week
period.

General
         The Company,  a wholly owned subsidiary of SF Holdings Group, Inc. ("SF
Holdings"),  is a  converter  and  marketer  of  disposable  paper food  service
products.  The prices for raw  materials  fluctuate.  When raw  material  prices
decrease,  selling prices have historically decreased.  The actual impact on the
Company  from raw  material  price  changes is  affected  by a number of factors
including the level of inventories  at the time of a price change,  the specific
timing and frequency of price changes,  and the lead and lag time that generally
accompanies  the  implementation  of both raw materials and  subsequent  selling
price changes.  In the event that raw materials prices decrease over a period of
several  months,  the  Company  may  suffer  margin  erosion on the sale of such
inventory.

         The Company's  business is moderately  seasonal.  Sales and income from
operations tend to be highest from May through November.

Results of Operations

<TABLE>
<CAPTION>


                                                       Nine Weeks Ended            Thirteen Weeks Ended
                                                         September 27,                 October 26,
                                                            1998                          1997
                                                   --------------------------    --------------------------
                                                      Amount     % of Net Sales     Amount      % of Net Sales
                                                   ------------- --------------  -------------- --------------
                                                                      (Dollars in millions)
<S>                                                      <C>           <C>              <C>          <C>
Net sales                                                $ 42.7        100.0 %          $ 70.7       100.0 %
Cost of goods sold                                         36.1         84.6              57.5        81.4
                                                   ------------- ------------    -------------- -----------
  Gross profit                                              6.6         15.4              13.1        18.6
Selling, general and
  administrative expenses                                   5.3         12.5               8.4        11.9
                                                   ------------- ------------    -------------- -----------
  Income from operations                                    1.2          2.9               4.7         6.7
Interest expense, net                                       1.8          4.2               2.9         4.2
                                                   ------------- ------------    -------------- -----------
  Income (loss) before taxes                               (0.6)        (1.4)              1.8         2.5
Income taxes provision (benefit)                           (0.2)        (0.6)              0.8         1.1
                                                   ------------- ------------    -------------- -----------
  Net income (loss)                                      $ (0.3)        (0.8)%           $ 1.0         1.5 %
                                                   ============= ============    ============== ===========

</TABLE>


                                       7
<PAGE>

Nine Weeks Ended September 27, 1998 Compared to Thirteen Weeks Ended October 26,
1997
         Net sales were $42.7  million  in the Nine Week  Transition  Period and
$70.7 million in the 1998 First Quarter.  Net sales  decreased $3.4 million from
$46.1  million for the  comparable  nine week period ended  September  28, 1997,
which  included  $3.0 million of net sales of tissue mill  products  relating to
operations  that were sold in March 1998. For the comparable  nine week periods,
sales  volume  in the  Company's  converting  operations  increased  2.7% in the
consumer market and decreased 9.4% in the institutional market.  Average selling
prices  decreased  4.7%  in the  consumer  market  and  increased  13.3%  in the
institutional  market.  The reduction in selling  prices in the consumer  market
primarily  reflects  lower  pricing  of certain  party  goods  products  sold to
Creative Expressions Group ("CEG"), an affiliate of the Company. Under the terms
of the License  Agreement entered into in March 1998, CEG has the right to sell,
market,  distribute and manufacture certain party goods previously  manufactured
and  distributed by the Company under various brands.  In connection  therewith,
the  Company  receives  a  royalty  of 5% of CEG's  cash flow as  determined  in
accordance  with a formula  specified  in such  agreement.  CEG has notified the
Company of its intention to focus solely on selling,  marketing and distributing
and will  outsource  all of its  manufacturing  requirements.  The  Company  has
historically  manufactured  party  goods  products  for  CEG and it  expects  to
continue to do so in the future.  During the Nine Week  Transition  Period,  the
reduction in sales  revenues of such party goods  products  sold to CEG exceeded
royalty income by approximately $.7 million.  In the institutional  market,  the
reduction  in sales  volume  and  offsetting  increase  in  selling  prices  was
primarily due to a change in sales mix, whereby the Company  emphasized the sale
of value added converted tissue products rather than commodity products.

         Gross  profit was $6.6 million in the Nine Week  Transition  Period and
$13.1 million in the 1998 First  Quarter.  As a percentage  of net sales,  gross
profit  decreased from 18.6% in the 1998 First Quarter to 15.4% in the Nine Week
Transition Period. The Nine Week Transition Period was adversely affected by the
gross margin impact  resulting from reduced selling prices of consumer  products
in connection with the License Agreement,  which were not sufficiently offset by
royalty  revenues.  The Company  believes the  reductions in net sales and gross
profit in connection with the License  Agreement,  reflect transition and timing
issues which are expected to be recovered in future periods,  however, there can
be no assurance that such will occur.

         Selling,  general and administrative  expenses were $5.3 million in the
Nine Week  Transition  Period and $8.4 million in the 1998 First  Quarter.  As a
percentage of net sales, selling,  general and administrative expenses increased
from  11.9% in the 1998  First  Quarter  to  12.5% in the Nine  Week  Transition
Period.  The sale of the Company's  tissue mill  operations,  for which selling,
general and  administrative  expenses  were low  relative to net sales,  was the
primary cause of this  increase,  and was  partially  offset by the reduction of
selling, marketing and distribution costs in the Nine Week Transition Period due
to the License Agreement.

         Income from  operations  was $1.2  million in the Nine Week  Transition
Period and $4.7 million in the 1998 First  Quarter due to the reasons  discussed
above. As a percentage of net sales, income from operations  decreased from 6.7%
in the 1998 First Quarter to 2.9% in the Nine Week Transition Period.

         Interest  expense,  net of interest income was $1.8 million in the Nine
Week Transition  Period and $2.9 million in the 1998 First Quarter.  Outstanding
debt levels and interest rates were comparable in the two periods.

         The effective tax rate was 41% in the Nine Week  Transition  Period and
42% in the 1998 First  Quarter.  As a result of the above,  the net loss was $.3
million  in the Nine  Week  Transition  Period  compared  to net  income of $1.0
million in the 1998 First Quarter.

Liquidity and Capital Resources
         Historically,  the Company has relied on cash flows from operations and
borrowings to finance its working capital requirements, capital expenditures and
acquisitions.



                                       8
<PAGE>

         Net cash  used in  operating  activities  in the Nine  Week  Transition
Period was $7.6 million compared to $1.4 million in the 1998 First Quarter.  The
increase in cash used is  primarily  due to the $1.4  million  reduction  in net
income and the receipt of $2.9 million from the  settlement  of a lawsuit in the
1998 First Quarter.

         Capital  expenditures  in the  Nine  Week  Transition  Period  were $.7
million  primarily for routine capital  improvements.  The $2 million of capital
expenditures  in the 1998 First  Quarter  included  $1.4 million  related to the
installation  of the second paper machine at the  Company's  former tissue mill,
which was sold in March 1998.

         The  Company  has  outstanding  $120  million of 9 1/2% Series A Senior
Subordinated  Notes due 2007 (the "Notes") with interest payable  semi-annually.
Payment of the principal of, and interest on, the Notes is  subordinate in right
of payment to Senior Debt (as defined  therein),  which  includes the  Company's
revolving  credit  facility.  The  principal  amount of the Notes is  payable on
February 28, 2007.  The Company  may, at its  election,  redeem the Notes at any
time after March 1, 2002 at a redemption  price equal to a percentage  (104.750%
after March 1, 2002 and  declining  in annual steps to 100% after March 1, 2005)
of the principal  amount thereof plus accrued  interest.  The Notes provide that
upon the  occurrence  of a Change of Control (as defined  therein),  the holders
thereof  will  have the  option  to  require  the  redemption  of the Notes at a
redemption  price equal to 101% of the  principal  amount  thereof  plus accrued
interest.

         The Company's revolving credit facility,  which expires March 31, 2000,
provides up to $50 million  borrowing  capacity,  is  collateralized by eligible
accounts  receivable  and  inventories,  certain  general  intangibles  and  the
proceeds on the sale of accounts  receivable  and  inventory.  At September  27,
1998, there was no outstanding balance and $39.3 million was the maximum advance
available based upon eligible collateral. At September 27, 1998, borrowings were
available at the bank's prime rate (8.50%) plus .25% and at LIBOR (approximately
5.40%) plus 2.25%.

         Pursuant to the terms of the instruments  governing the indebtedness of
the  Company,  the  Company  is  subject to  certain  affirmative  and  negative
covenants customarily  contained in agreements of this type, including,  without
limitation,  covenants  that  restrict,  subject  to  specified  exceptions  (i)
mergers,  consolidations,  asset  sales or changes in  capital  structure,  (ii)
creation or acquisition of subsidiaries, (iii) purchase or redemption of capital
stock or  declaration or payment of dividends or  distributions  on such capital
stock, (iv) incurrence of additional  indebtedness,  (v) investment  activities,
(vi)  granting  or  incurrence  of liens to  secure  other  indebtedness,  (vii)
prepayment or modification of the terms of subordinated indebtedness, and (viii)
engaging in transactions  with  affiliates.  In addition,  such debt instruments
restrict the Company's  ability to pay dividends or make other  distributions to
SF Holdings.  The credit facility also requires that certain financial covenants
are satisfied.

         Pursuant to the asset sale covenant  under the indenture  governing the
Notes,  resulting from the receipt of proceeds from the sale of the tissue mill,
the  Company is required to (i)  reinvest  approximately  $10 million of the net
proceeds  from the sale of the tissue  mill in fixed  assets  within 270 days of
such  disposition  or (ii) offer to repurchase the Notes to the extent that such
amount has not been  reinvested.  As of  November  30,  1998,  the  Company  has
reinvested  or has  committed  to  reinvest  amounts  in excess of $10  million,
primarily in napkin and plate-making equipment.

         During  the Nine Week  Transition  Period,  the  Company  did not incur
material costs for compliance with environmental law and regulations.

         The Company  believes that cash generated by operations,  combined with
amounts  available under the revolving  credit  facility,  will be sufficient to
meet  the  Company's  working  capital  and  capital  expenditure  needs  in the
foreseeable future.

Year 2000
         Many of the Company's  computer  systems may be unable to process dates
beyond   December   31,  1999.   This  could   result  in  system   failures  or
miscalculations  which  could have a material  adverse  effect


                                       9
<PAGE>

on the Company's  business,  financial  condition or results of operations.  The
Company has implemented a Year 2000 compliance  program intended to identify the
programs and  infrastructures  that could be effected by Year 2000 issues and to
resolve the problems that are identified on a timely basis.

         The  Company  has  completed  the  assessment  phase,  in  which it has
identified  potential  Year  2000  issues,   including  those  with  respect  to
information technology systems, technology embedded within equipment the Company
uses as well as equipment that  interfaces with vendors and other third parties.
The Company is in the process of upgrading  its  hardware  and software  systems
which run most of the Company's data processing and financial reporting software
applications  and  consolidating  certain  of its  in-house  developed  computer
systems  into the  upgraded  systems.  The  upgraded  systems are expected to be
operational  and Year 2000  compliant by December  1998.  All other  information
technology  systems,  that  are not  currently  Year  2000  compliant,  are also
expected to be compliant by December  1998. In addition,  the Company is working
with  vendors  to  ensure  that  its  telephone   systems  and  other   embedded
technologies are Year 2000 compliant.  EDI trading partners have been contacted,
and other key business partners are in the process of being contacted, to ensure
that key business transactions will be Year 2000 compliant.  Furthermore, in the
event the Company is unable to meet certain key operational  dates,  the Company
believes its systems that are already Year 2000 compliant,  as well as temporary
solutions to systems that are currently in place,  and manual  procedures  would
allow the  Company to ship  product to  customers  and engage in other  critical
business functions.

         As of December 1, 1998,  the  Company  estimates  the total cost of its
Year 2000 program at $3.4 million,  of which $1.2 million has been spent through
September 27, 1998,  including $.2 million in the Nine Week  Transition  Period.
Future  expenditures  will be  funded  by cash  flows  from  operations  or from
borrowings  under  the  Company's  credit  facility.  However,  there  can be no
assurance  that the Company  will  identify all Year 2000 issues in its computer
systems in advance of their  occurrence or that it will be able to  successfully
remedy all  problems  that are  discovered.  Failure by the  Company  and/or its
significant vendors and customers to complete Year 2000 compliance programs in a
timely manner could have a material  adverse  effect on the Company's  business,
financial  condition or results of operations.  In addition,  the revenue stream
and financial  stability of existing customers may be adversely impacted by Year
2000  problems  which could cause  fluctuations  in the  Company's  revenues and
operating profitability.



                                       10
<PAGE>

PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)       Exhibits:
          --------

Exhibits  3.1 through 10.6 are  incorporated  herein by reference to the exhibit
with  the  corresponding  number  filed  as part of the  Company's  Registration
Statement on Form S-4, as amended  (File No.  333-24939).  Exhibits 10.7 through
10.9 are incorporated  herein by reference to the exhibit with the corresponding
number filed as part of the Company's  Form 10-Q for the quarterly  period ended
April 26, 1998.

     Exhibit #                                       Description of Exhibit
     ---------                                       ----------------------


       3.1      Certificate  of  Incorporation  of The Fonda  Group,  Inc.  (the
                "Company").
       3.2      Amended and Restated By-laws of the Company.
       4.1      Indenture,  dated as of February 27,  1997,  between the Company
                and the Bank of New York.
       4.2      Form of 9 1/2% Series A and Series B Senior  Subordinated Notes,
                dated as of February 27, 1997
                (incorporated by reference to Exhibit 4.1).
       4.3      Registration  Rights  Agreement,  dated as of February 27, 1997,
                among the Company,  Bear  Stearns & Co. Inc. and Dillon,  Read &
                Co. Inc.
      10.1      Second  Amended  and  Restated  Revolving  Credit  and  Security
                Agreement, dated as of February 27, 1997, among the Company, the
                financial  institutions  party  thereto and IBJ Schroder  Bank &
                Trust Company, as agent.
      10.2      Stock Purchase Agreement,  dated as of October 13, 1995, between
                the Company and Chesapeake Corporation.
      10.3      Asset Purchase Agreement,  dated as of October 13, 1995, between
                the Company and Alfred Bleyer & Co., Inc.
      10.4      Asset  Purchase  Agreement,  dated as of March 22,  1996,  among
                James  River  Paper  Company,  Inc.,  the Company and Newco (the
                "James River Agreement").
      10.5      First Amendment to the James River Agreement, dated as of May 6,
                1996, among James River, the Company and Newco.
      10.6      Indenture of Lease  between  Dennis Mehiel and the Company dated
                as of January 1, 1995.
      10.7      Assignment and Assumption Agreement,  dated as of March 12, 1998
                between the Company and SF Holdings Group, Inc.
      10.8      Tax Sharing  Agreement,  dated as of March 12,  1998  between SF
                Holdings Group, Inc. and the Company.
      10.9      License  Agreement,  dated as of March 12, 1998 between Creative
                Expressions Group, Inc. and the Company.

      27.1 *    Financial Data Schedule.
      -----------------

*    filed herein.

(b)  A report on Form 8-K was filed on  October  30,  1998  under item 8 for the
     change in the  Company's  year-end from the last Sunday in July to the last
     Sunday in September.


                                       11

<PAGE>

                                   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, thereto duly authorized.

Date: December 4, 1998

                                     THE FONDA GROUP, INC.



                                     By:   /s/ HANS H. HEINSEN
                                           -------------------

                                               Hans H. Heinsen
                                     Senior Vice President, Chief Financial
                                     Officer and Treasurer (Principal Financial
                                     And Accounting Officer)