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

                                    Form 10-Q
        (mark one)
           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
                         SECURITIES EXCHANGE ACT OF 1934
                 For the thirteen weeks ended December 27, 1998
                                       OR
           [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934 For the
                transition period from __________ to ___________

                        Commission File Number: 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 February 1, 1999:       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 December 27, 1998 and July 26, 1998 (audited)    3

  Statements of Income for the thirteen weeks ended
     December 27, 1998 and January 25, 1998                             4

  Statements of Cash Flows for the thirteen weeks ended
     December 27, 1998 and January 25, 1998                             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)


                                              December 27,        July 26,
                                                  1998              1998
                                              --------------    -------------
                                              (unaudited)
ASSETS
Current assets:
    Cash                                            $ 1,271         $ 16,361
    Accounts receivable, less 
      allowance for doubtful
      accounts of $816 and $789, 
      respectively                                   30,112           29,385 
    Due from affiliates                               5,762            1,584
    Inventories                                      34,299           34,803
    Deferred income taxes                             5,762            5,469
    Other current assets                              2,809            2,086
                                              --------------    -------------
         Total current assets                        79,991           89,688
Property, plant and equipment, net                   55,346           48,151
Goodwill, net                                        20,238           21,462
Other assets, net                                    19,809           19,227
                                              --------------    -------------
TOTAL ASSETS                                       $175,384         $178,528
                                              ==============    =============

LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
   Accounts payable                                 $ 6,227          $ 7,077
   Accrued expenses                                  21,275           24,867
   Current maturities of long-term debt                 551              595
                                              --------------    -------------
      Total current liabilities                      28,053           32,539
Long-term debt                                      121,608          121,767
Other liabilities                                     2,635            1,896
Deferred income taxes                                 5,382            4,771
                                              --------------    -------------
      Total liabilities                             157,678          160,973

Stockholder's equity                                 17,706           17,555
                                              ==============    =============
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY         $175,384         $178,528
                                              ==============    =============

                       See notes to financial statements.



                                       3


<PAGE>

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


                                                       Thirteen Weeks Ended
                                                 -------------------------------
                                                  December 27,       January 25,
                                                      1998              1998
                                                   ---------          ---------
Net sales                                          $ 68,992           $ 66,016
Cost of goods sold                                   56,887             53,492
                                                   ---------          ---------
     Gross profit                                    12,105             12,524

Selling, general and administrative expenses          8,541              8,776
Other income, net                                       (92)              (309)
                                                   ---------          ---------
     Income from operations                           3,656              4,057
Interest expense (net of interest income
 of $270 and $141)                                    2,822              3,067
                                                   ---------          ---------
     Income before income taxes                         834                990
Income tax provision                                    342                417
                                                   ---------          ---------
     Net income                                     $   492            $   573
                                                   =========          =========

                       See notes to financial statements.

                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                    Thirteen Weeks Ended
                                                                                    --------------------

                                                                             December 27,          January 25,
                                                                                 1998                  1998
                                                                                 ----                  ----
<S>                                                                            <C>                  <C>     
Operating activities:
  Net income                                                                   $   492              $    573
Adjustments to reconcile net income to net cash provided by
     operating activities:
     Depreciation and amortization                                               1,437                 1,475
     Provision for doubtful accounts                                                46                    37
     Deferred income taxes                                                          23                  (251)
     Gain (loss) on equipment dispositions                                           2                  (308)
     Changes in assets and liabilities:
         Accounts receivable                                                     1,110                 5,851
         Due from affiliates                                                    (4,737)               (1,035)
         Inventories                                                             2,924                 3,910
         Other current assets                                                     (340)                   37
         Accounts payable and accrued expenses                                     839                   499
         Other                                                                    (413)                 (108)
                                                                               -------              --------

     Net cash provided by operating activities                                   1,383                10,680
                                                                               -------              --------


 Investing activities:
  Capital expenditures                                                          (8,232)               (2,387)
  Proceeds from equipment dispositions                                               8                   219
  Payments for business acquisitions                                                --                (6,712)
                                                                               -------              --------

     Net cash used in investing activities                                      (8,224)               (8,880)
                                                                               -------              --------


  Financing activities:
    Net decrease in revolving credit borrowings                                     --                (2,020)
    Repayments of long-term debt                                                  (150)                 (159)
    Redemption of common stock                                                      --                (1,436)
                                                                               -------              --------
     Net cash used in financing activities                                        (150)               (3,615)
                                                                               -------              --------
  Net decrease in cash                                                          (6,991)               (1,815)
  Cash, beginning of period                                                      8,262                 2,339
                                                                               -------              --------

  Cash, end of period                                                          $ 1,271              $    524
                                                                               =======              ========



Supplemental cash flow information:
  Cash paid during the period for:
     Interest                                                                  $   101              $    204
     Income taxes, net of refunds                                              $ 2,255              $    169

</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 for the fiscal year ended July 26, 1998 and its  transition  report
on Form 10-Q for the nine week period ended September 27, 1998.  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  weekly  periods  which end on the last
Sunday in September.  The nine-week  transition period ending September 27, 1998
was not part of the  fiscal  year  ended  July 26,  1998 and will not be part of
Fiscal 1999, which will end on September 26, 1999. The quarterly  comparisons in
this report are between the thirteen  week periods  ended  December 27, 1998 and
January 25, 1998.


2.  INVENTORIES

         Inventories consist of the following (in thousands):

                                                        December 27,  July 26
                                                           1998         1998
                                                           ----         ----

Raw materials and supplies                              $ 17,070      $ 15,663
Work-in-process                                              438           194
Finished goods                                            16,791        18,946
                                                        --------      --------
                                                        $ 34,299      $ 34,803
                                                        ========      ========

3.  RELATED PARTY TRANSACTIONS

         In December 1998, the Company entered into an Exclusive Manufacture and
Supply  Agreement  (the  "Manufacture  and  Supply   Agreement")  with  Creative
Expressions Group ("CEG"), an affiliate. Pursuant to such agreement, the Company
will  manufacture and supply all of CEG's  requirements  for, among other items,
disposable paper plates,  cups, napkins and tablecovers.  The Company sells such
manufactured products to CEG in accordance with a formula based on cost.

         Also in December  1998,  the Company  purchased  certain  manufacturing
assets  from CEG for  $4.9  million  and in a  separate  transaction,  purchased
certain  paper plate  manufacturing  assets from  Sweetheart  Holdings  Inc., an
affiliate,  for $2.4 million.  An independent  appraisal was obtained,  for each
transaction,  to determine the fairness of the respective  purchase prices.  The
Company  believes  the  terms on which it  purchased  such  assets  from CEG and
Sweetheart  are at least as  favorable  as those  it could  have  obtained  from
unrelated third parties and were negotiated on an arm's length basis.


                                       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.

         As a result of the change in the fiscal  year-end from the fifty-two or
fifty-three week period which ends on the last Sunday in July to the same weekly
periods  which ends on the last Sunday in September,  the quarterly  comparisons
are between the thirteen  week period  ended  December 27, 1998 (the "1999 First
Fiscal  Quarter") and the thirteen week period ended January 25, 1998 (the "1998
Second Fiscal Quarter").  The Company's business is moderately  seasonal.  Sales
and income from  operations tend to be highest from May through  November.  As a
result,  the four week  period in January  (which is  included in the 1999 First
Fiscal  Quarter)  historically  has had lower  sales  compared  to the four week
period in October (which is included in the 1998 Second Fiscal Quarter).

         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.

Recent Developments
         In  connection  with the License  Agreement,  the Company and  Creative
Expressions Group ("CEG"), an affiliate,  entered into an Exclusive  Manufacture
and Supply Agreement in December 1998 (the "Manufacture and Supply  Agreement").
Pursuant to the Manufacture and Supply  Agreement,  the Company will manufacture
and supply all of CEG's  requirements  for, among other items,  disposable paper
plates,  cups,  napkins and  tablecovers.  The Company  sells such  manufactured
products to CEG in  accordance  with a formula based on cost, as defined in such
agreement.  The Company  believes that such agreement will enable it to increase
the  utilization  of  its  manufacturing  capacity.   Pursuant  to  the  License
Agreement, CEG has the right, among other things, to distribute certain products
previously  distributed  by the Company and in  exchange  therefor,  the Company
receives a royalty of 5% of CEG's cash flow as determined  in accordance  with a
formula specified in such agreement.

                                       7

<PAGE>



          Results of Operations

<TABLE>
<CAPTION>
                                                   Thirteen Weeks Ended
                                   --------------------------------------------------------
                                          December 27,               January 25,
                                             1998                       1998
                                 ------------------------------------------------------------
                                    Amount     % of Net Sales     Amount      % of Net Sales
                                 ------------  ------------    -------------  ---------------
                                                    (Dollars in millions)
<S>                                    <C>           <C>              <C>          <C>    
Net sales                              $ 69.0        100.0 %          $ 66.0       100.0 %
Cost of goods sold                       56.9         82.5              53.5        81.0
                                 ------------- ------------    -------------- -----------
  Gross profit                           12.1         17.5              12.5        19.0
Selling, general and
  administrative expenses                 8.5         12.4               8.8        13.3
Other income, net                        (0.1)        (0.1)             (0.3)       (0.5)
                                 ------------- ------------    -------------- -----------
  Income from operations                  3.7          5.3               4.1         6.1
Interest expense, net                     2.8          4.1               3.1         4.6
                                 ------------- ------------    -------------- -----------
  Income before taxes                     0.8          1.2               1.0         1.5
Income tax provision                      0.3          0.5               0.4         0.6
                                 ============= ============    ============== ===========
  Net income                            $ 0.5          0.7 %           $ 0.6         0.9 %
                                 ============= ============    ============== ===========
                                 ============= ============    ============== ===========
</TABLE>




Thirteen Weeks Ended December 27, 1998 Compared to January 25, 1998

         Net sales were $69.0 million in the 1999 First Fiscal Quarter and $66.0
million in the 1998  Second  Fiscal  Quarter.  The 1998  Second  Fiscal  Quarter
included  $4.2  million  of net  sales  of  tissue  mill  products  relating  to
operations  that  were  sold  in  March  1998.  Sales  volume  in the  Company's
converting  operations increased 32.3% in the consumer market and decreased 1.6%
in the  institutional  market.  Average  selling  prices  decreased  9.5% in the
consumer market and increased 8.8% in the  institutional  market.  The increased
volume in the consumer  market was primarily  due to the effects of  seasonality
resulting from comparing the 1999 First Fiscal Quarter (which  includes the four
week period in October 1998) with the 1998 Second Fiscal Quarter (which includes
the four  week  period  in  January  1998).  Sales in the  Company's  converting
operations  were $6.3 million  higher in the four weeks of October 1998 compared
to the four weeks of  January  1998.  The  reduction  in  selling  prices in the
consumer market primarily results from lower pricing of certain products sold to
CEG.  This  reduction in selling  prices  reflects cost savings from the License
Agreement  as well as  savings  that the  Company  expects  to realize in future
periods upon full implementation of the Manufacture and Supply Agreement. In the
institutional  market,  the  increase in selling  prices and  reduction in sales
volume  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 $12.1  million in the 1999 First  Fiscal  Quarter and
$12.5 million in the 1998 Second Fiscal  Quarter.  As a percentage of net sales,
gross profit  decreased from 19.0% in the 1998 Second Fiscal Quarter to 17.5% in
the 1999 First Fiscal  Quarter.  Gross margins in the 1999 First Fiscal  Quarter
were  adversely  affected  by  reduced  selling  prices  of  consumer  products,
described  above,  and are  expected  to  improve  in future  periods  upon full
implementation of the Manufacture and Supply Agreement, however, there can be no
assurance that such will occur.

         Selling,  general and administrative  expenses were $8.5 million in the
1999 First Fiscal Quarter and $8.8 million in the 1998 Second Fiscal Quarter. As
a  percentage  of  net  sales,  selling,  general  and  administrative  expenses
decreased  from  13.3% in the 1998  Second  Fiscal  Quarter to 12.4% in the 1999
First Fiscal  Quarter.  The decrease as a percentage  of net sales was primarily
caused by the reduction of selling, marketing and distribution costs in the 1999
First Fiscal Quarter due to the License Agreement,  as well as the closure of an
administrative  office.  Such decrease was  partially  offset by the sale of the
tissue mill operation,  for which selling, general and administrative costs were
low relative to net sales.

                                       8

<PAGE>


         Income  from  operations  was $3.7  million  in the 1999  First  Fiscal
Quarter and $4.1  million in the 1998 Second  Fiscal  Quarter due to the reasons
discussed above and other income realized in the 1998 Second Fiscal Quarter from
the sale of equipment.

         Interest  expense,  net of interest income was $2.8 million in the 1999
First Fiscal Quarter and $3.1 million in the 1998 Second Fiscal Quarter. The net
reduction in interest  expense was primarily due to interest on revolving credit
borrowings in the 1998 Second Fiscal  Quarter and increased  interest  income in
the 1999 First Fiscal Quarter.

         The effective tax rate was 41% in the 1999 First Fiscal Quarter and 42%
in the 1998 Second Fiscal Quarter.  As a result of the above, net income was $.5
million in the 1999 First  Fiscal  Quarter  compared  to $.6 million in the 1998
Second Fiscal 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.

         Net cash  provided by  operating  activities  in the 1999 First  Fiscal
Quarter was $1.4  million  compared to $10.7  million in the 1998 Second  Fiscal
Quarter.  The  reduction in cash  provided by operations is primarily due to the
seasonal reduction in working capital in January 1998, which was included in the
1998  Second  Fiscal  Quarter,  and a buildup  in  amounts  due from  affiliates
resulting from the implementation of the License Agreement.

         Capital expenditures were $8.2 million,  which included $7.3 million to
purchase converting equipment and the remaining  expenditures were primarily for
routine capital improvements. See Note 3 of Notes to Financial Statements.

         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  (104.75%
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 December 27, 1998,
there was no  outstanding  balance and $35.5  million  was the  maximum  advance
available based upon eligible collateral.  At December 27, 1998, borrowings were
available at a bank's prime rate plus .25% or at LIBOR 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.

                                       9
<PAGE>

         The Company has  reinvested  amounts in excess of $10 million  from the
sale of the tissue mill, within the required time period, in accordance with the
asset sale covenant under the indenture governing the Notes.

         During the thirteen  weeks ended December 27, 1998, 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 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 has also completed the upgrade of its hardware and software  systems
which run most of the Company's data processing and financial reporting software
applications and has  consolidated  certain of its in-house  developed  computer
systems into the  upgraded  systems.  In  addition,  the Company is working with
vendors to ensure that its telephone systems and other embedded technologies are
Year 2000 compliant.  The telephone system is expected to be Year 2000 compliant
by May 1999. 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 February 1, 1999,  the  Company  estimates  the total cost of its
Year 2000 program at $3.2 million,  of which $2.2 million has been spent through
December 27,  1998,  including  $1.0  million in the 1999 First Fiscal  Quarter.
Expenditures  have  been  and are  expected  to be  funded  by cash  flows  from
operations,  available cash,  borrowings under the Company's credit facility, or
by lease. 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. ("CEG") and the Company.
   10.10* Exclusive  Manufacture  and Supply  Agreement,  dated as of December
          18, 1998 between the Company and CEG.
  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  fiscal  year-end from the last Sunday in July to
      the last Sunday in September.

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<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:  February 9, 1999

                                      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)


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