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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

              [X] Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                 For the Thirteen Weeks Ended December 30, 2001

          [ ] 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                     (IRS Employer
      incorporation or organization)                    Identification No.)

2920 North Main Street, Oshkosh, Wisconsin                     54901
 (Address of principal executive offices)                    (Zip Code)

        Registrant's telephone number, including area code: 920/235-9330


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

Yes [X] No [   ]


        The number of shares outstanding of the Registrant's common stock
                            as of February 8, 2002:
                   Common Stock, $0.01 par value - 100 shares

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<PAGE>
                         PART I - FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

                              THE FONDA GROUP, INC.
                                 BALANCE SHEETS
                        (In thousands, except share data)


<TABLE>
<CAPTION>
                                                                            (Unaudited)
                                                                            December 30,   September 30,
                                                                               2001            2001
                                                                           -------------   -------------
<S>                                                                        <C>             <C>

                                 Assets
Current assets:
  Cash and cash equivalents                                                  $   1,661       $   2,023
  Receivables, less allowances of $1,782 and $950                               64,219          58,886
  Inventories                                                                   53,180          62,944
  Deferred income taxes                                                          6,918           6,918
  Spare parts                                                                    2,728           2,699
  Other current assets                                                           5,617           8,110
                                                                             ----------      ----------
    Total current assets                                                       134,323         141,580

Property, plant and equipment, net                                              52,909          54,249
Goodwill, net                                                                   29,469          29,790
Due from SF Holdings                                                            17,898          17,898
Other assets                                                                    15,120          15,356
                                                                             ----------      ----------

    Total assets                                                             $ 249,719       $ 258,873
                                                                             ==========      ==========

                  Liabilities and Shareholders' Equity
Current liabilities:
  Accounts payable                                                           $   7,612       $  14,455
  Accrued payroll and related costs                                             10,500          12,745
  Other current liabilities                                                     28,750          21,478
  Current portion of long-term debt                                              3,114           3,113
                                                                             ----------      ----------
    Total current liabilities                                                   49,976          51,791

Deferred income taxes                                                            4,334           4,334
Long-term debt                                                                 172,273         181,702
Other liabilities                                                                  989             978
                                                                             ----------      ----------

    Total liabilities                                                          227,572         238,805
                                                                             ----------      ----------

Shareholders' equity:
  Common stock - Par value $.01 per share; 1,000 shares authorized; 100
    shares issued and outstanding                                                    -               -
  Additional paid-in capital                                                     1,091           1,083
  Retained earnings                                                             21,247          19,176
  Accumulated other comprehensive loss                                            (191)           (191)
                                                                             ----------      ----------
    Total shareholders' equity                                                  22,147          20,068
                                                                             ----------      ----------

    Total liabilities and shareholders' equity                               $ 249,719       $ 258,873
                                                                             ==========      ==========
</TABLE>


               See accompanying Notes to the Financial Statements.

                                       2
<PAGE>
                              THE FONDA GROUP, INC.
                              STATEMENTS OF INCOME
                                   (Unaudited)
                                 (In thousands)


<TABLE>
<CAPTION>
                                                           For the Thirteen  For the Thirteen
                                                              weeks ended      weeks ended
                                                             December 30,      December 24,
                                                                 2001              2000
                                                           ----------------  ----------------
<S>                                                        <C>              <C>

Net sales                                                     $  100,788        $  100,166
Cost of sales                                                     80,924            81,148
                                                              -----------       -----------

  Gross profit                                                    19,864            19,018

Selling, general and administrative expenses                      12,850            12,409
Other income, net                                                   (211)              (57)
                                                              -----------       -----------

  Operating income                                                 7,225             6,666

Interest expense, net of interest income of $16
and $12                                                            3,770             4,029
                                                              -----------       ----------

  Income before income tax expense                                 3,455             2,637

Income tax expense                                                 1,384             1,066
                                                              -----------       -----------

  Net income                                                  $    2,071        $    1,571
                                                              ===========       ===========
</TABLE>

               See accompanying Notes to the Financial Statements.

                                       3
<PAGE>
                              THE FONDA GROUP, INC.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                        For the Thirteen  For the Thirteen
                                                                          weeks ended       weeks ended
                                                                          December 30,      December 24,
                                                                              2001              2000
                                                                        ----------------  ----------------
<S>                                                                     <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES

  Net income                                                                $  2,071          $  1,571
  Adjustments to reconcile net income to net cash provided
  by operating activities:
    Depreciation and amortization                                              2,660             1,664
    Deferred income tax benefit                                                    -              (105)
    Loss on sale of assets                                                         -                82
  Changes  in  operating  assets  and  liabilities  (net  of  business
  acquisitions):
    Receivables                                                               (5,333)           (3,000)
    Inventories                                                                9,764             8,029
    Spare parts and other current assets                                       2,464             1,294
    Other assets                                                                (355)            1,078
    Accounts payable                                                          (6,843)           (3,810)
    Accrued payroll and related costs                                         (2,245)           (2,611)
    Other current liabilities                                                  7,272             3,381
    Other liabilities                                                             11               (64)
                                                                            ---------         ---------
      Net cash provided by operating activities                                9,466             7,509
                                                                            ---------         ---------

CASH FLOWS FROM INVESTING ACTIVITIES

  Additions to property, plant and equipment                                    (400)             (712)
  Payment for business acquisition                                                 -            (1,950)
  Due to/from SF Holdings                                                          -               408
  Proceeds from sale of property, plant and equipment                              -                63
                                                                            ---------         ---------
      Net cash used in investing activities                                     (400)           (2,191)
                                                                            ---------         ---------

CASH FLOWS FROM FINANCING ACTIVITIES

  Net repayments under revolving credit  facilities                           (9,399)           (3,980)
  Payments of other debt                                                         (29)             (746)
                                                                            ---------         ---------
      Net cash used in financing activities                                   (9,428)           (4,726)
                                                                            ---------         ---------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                            (362)              592

CASH AND CASH EQUIVALENTS, beginning of period                                 2,023             1,413
                                                                            --------          ---------

CASH AND CASH EQUIVALENTS, end of period                                    $  1,661          $  2,005
                                                                            =========         =========


SUPPLEMENTAL CASH FLOW DISCLOSURES:

      Interest paid                                                         $    917          $  1,459
                                                                            =========         =========

      Income taxes paid                                                     $    181          $      -
                                                                            =========         =========
</TABLE>


               See accompanying Notes to the Financial Statements.

                                       4
<PAGE>
                              THE FONDA GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                   (Unaudited)


(1)  BASIS OF PRESENTATION

         The information  included in the foregoing interim financial statements
of The Fonda Group,  Inc. (the  "Company")  is unaudited  but, in the opinion of
management,  includes  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 the 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  September  30,  2001.  The Company is a
wholly-owned subsidiary of SF Holdings Group, Inc. ("SF Holdings").


(2)  RECENTLY ISSUED ACCOUNTING STANDARDS

         In June 2001, the Financial  Accounting Standards Board ("FASB") issued
two new pronouncements: Statement of Financial Accounting Standards ("SFAS") No.
141,  Business  Combinations  and SFAS No. 142,  Goodwill  and Other  Intangible
Assets.  SFAS No. 141  prohibits the use of the  pooling-of-interest  method for
business  combinations  initiated  after June 30,  2001 and also  applies to all
business  combinations  accounted for by the purchase  method that are completed
after June 30, 2001. There are also transition provisions that apply to business
combinations  completed  before  July 1, 2001,  that were  accounted  for by the
purchase  method.  SFAS No. 142 is effective  for fiscal years  beginning  after
December  15,  2001 and  applies to all  goodwill  and other  intangible  assets
recognized in an entity's  balance  sheet.  The Company has adopted SFAS No. 141
and is  currently  evaluating  the  impact  of  SFAS  No.  142 on its  financial
statements.

         In October 2001, the FASB issued pronouncement SFAS No. 144, Impairment
or Disposal of Long-Lived Assets. This Statement addresses financial  accounting
and  reporting  for the  impairment  or  disposal  of  long-lived  assets.  This
Statement  supersedes  FASB Statement No. 121,  Accounting for the Impairment of
Long-Lived  Assets  and  for  Long-Lived  Assets  to Be  Disposed  Of,  and  the
accounting and reporting  provisions of Accounting  Principals Board Opinion No.
30, Reporting the Results of  Operations-Reporting  the Effects of Disposal of a
Segment of a Business,  and  Extraordinary,  Unusual and Infrequently  Occurring
Events  and  Transactions,  for the  disposal  of a segment  of a  business  (as
previously  defined in that  Opinion).  This  Statement  also amends  Accounting
Research Bulletin No. 51, Consolidated  Financial  Statements,  to eliminate the
exception to  consolidation  for a subsidiary  for which control is likely to be
temporary.  SFAS No. 144 is effective for fiscal years  beginning after December
15, 2001. The Company is currently  evaluating the impact of SFAS No. 144 on its
financial statements.


(3)  INVENTORIES

         The components of inventories are as follows (in thousands):

                                          (Unaudited)
                                          December 30,        September 30,
                                             2001                 2001
                                        ----------------    -----------------

Raw materials and supplies                 $ 18,711             $ 17,948
Finished  products                           34,124               44,384
Work in progress                                345                  612
                                           --------             --------
         Total inventories                 $ 53,180             $ 62,944
                                           ========             ========

                                       5
<PAGE>
(4)  RELATED PARTY TRANSACTIONS

         All of the  affiliates  referenced  below  are  directly  or indirectly
under the common ownership of the Company's Chief Executive Officer. The Company
believes that transactions  entered into with related parties were negotiated on
terms which are at least as favorable as it could have obtained  from  unrelated
third parties and were negotiated on an arm's length basis.

         During the thirteen  weeks ending  December 30, 2001,  the Company sold
$2.0  million  of paper  plates  and $0.1  million  of  equipment  rental to the
Company's  affiliates,  Sweetheart Holdings,  Inc.  ("Sweetheart  Holdings") and
Sweetheart Cup Company Inc. ("Sweetheart Cup") (collectively,  "Sweetheart") and
$0.4 million of scrap to Fibre  Marketing  Group,  LLC,  the  successor to Fibre
Marketing Group,  Inc., a waste paper recovery business in which the Company has
a 25% interest  ("Fibre  Marketing").  The Company  accounts  for its  ownership
interest  in Fibre  Marketing  using the equity  method.  Included  in  accounts
receivable  as of December  30, 2001 are (i) $0.7  million due from  Sweetheart,
(ii) $0.1  million due from Fibre  Marketing  and (iii) $0.5 million due from SF
Holdings.  Other sales to affiliates,  if any,  during the thirteen weeks ending
December 30, 2001 were not significant.

         During the thirteen  weeks ended  December 30,  2001,  Fibre  Marketing
issued  to the  Company a  promissory  note for $0.4  million  in  exchange  for
outstanding accounts receivable from Fibre Marketing, at an annual interest rate
of 7.0% payable in 36 monthly installments. As of December 30, 2001 $0.4 million
is due to the Company.

         During the  thirteen  weeks  ending  December  30,  2001,  the  Company
purchased  (i) $5.0 million of paper cups from  Sweetheart  (ii) $0.4 million of
corrugated  containers from Box USA Holdings,  Inc. ("Box USA"), a converter and
seller of interior  packaging,  corrugated sheets and corrugated  containers,  a
company in which the Company's Chief Executive  Officer owns in excess of 10% of
its  outstanding  capital  stock and (iii) $0.1 million of travel  services from
Emerald Lady,  Inc.  ("Emerald  Lady"),  a company wholly owned by the Company's
Chief Executive Officer.  Included in accounts payable, as of December 30, 2001,
was $2.2 million due to Sweetheart.  Other  purchases from  affiliates,  if any,
during the thirteen weeks ending December 30, 2001 were not significant.

         The  Company  had loan  receivables  from its Chief  Executive  Officer
totaling  $0.3 million  plus accrued  interest at 5.06% at December 30, 2001 and
December 24, 2000. The loans are payable upon demand.

         During the thirteen  weeks ending  December 24, 2000,  the Company sold
$2.5  million of paper plates to  Sweetheart  and $1.2 million of scrap paper to
Fibre Marketing. Included in accounts receivable as of December 24, 2000 are (i)
$0.9 million due from Sweetheart, (ii) $1.2 million due from Fibre Marketing and
(iii) $0.2  million due from SF  Holdings.  Other sales to  affiliates,  if any,
during the thirteen weeks ending December 24, 2000 were not significant.

         During the  thirteen  weeks  ending  December  24,  2000,  the  Company
purchased  (i) $5.3 million of paper cups from  Sweetheart  (ii) $0.3 million of
corrugated  containers  from Box USA and (iii) $0.1  million of travel  services
from Emerald  Lady.  Included in accounts  payable,  as of December 24, 2000 was
$2.0 million due to Sweetheart.  Other purchases from affiliates, if any, during
the thirteen weeks ending December 24, 2000 were not significant.

         The  Company  leases  a  building  in  Jacksonville,  Florida  from the
Company's  Chief  Executive  Officer.  Annual  payments under the lease are $0.2
million  plus  annual  increases  based on changes in the  Consumer  Price Index
("CPI") through December 31, 2014. In addition,  the Chief Executive Officer can
require the Company to purchase  the  facility  for $1.5  million,  subject to a
CPI-based  escalation,  until  July  31,  2006.  In  Fiscal  1998,  the  Company
terminated  its  operations  at this  facility and is currently

                                       6
<PAGE>
subleasing  the entire  facility.  Four M  Corporation  ("Four M")  subleased  a
portion of this  facility  through May 1998 and again from  October 1999 through
February  2000.  Rent  expense,  net of  sublease  income on the  portion of the
premises subleased is not significant.

         During Fiscal  1998,  the Company  entered  into an  agreement  with SF
Holdings whereby the Company acquired for $7.0 million  substantially  all of SF
Holding's rights under a management services agreement dated August 31, 1993, as
amended,  and  pursuant  to which the  Company  has the  right,  subject  to the
direction  of the board of  directors  of  Sweetheart,  to  manage  Sweetheart's
day-to-day  operations.   In  consideration  of  the  Company's  performance  of
services,  the Company is entitled to receive management fees from Sweetheart of
$0.7  million,  $0.9  million  and $1.1  million in the first,  second and third
years,  respectively,  and $1.6 million per year for the  remaining  term of the
management  services  agreement.  The $7.0 million  payment is included in other
assets and is being  amortized over the term of such  agreement.  Management fee
income,  net of  amortization  was $0.2  million for the  thirteen  weeks ending
December 30, 2001 and $0.1 million for the  thirteen  weeks ending  December 24,
2000.


(5)  SF HOLDINGS STOCK OPTION PLAN

         During the  thirteen  weeks  ended March 25, 2001,  SF Holdings granted
options to  purchase  shares of its common  stock to  certain  employees  of the
Company.  The options vest over a period of three years. Certain of the exercise
prices of the options were below the fair market  value of SF  Holdings'  common
stock at the date of the grant.  During the vesting  period,  this $0.1  million
discount is being amortized by the Company as compensation  expense and credited
to additional  paid-in  capital.  Amortization  expense relating to SF Holdings'
stock options was $8,000 for the thirteen weeks ended December 30, 2001.


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATION

         Forward-looking statements in this filing, including those in the Notes
to the Financial Statements,  are made pursuant to the safe harbor provisions of
the  Private  Securities  Litigation  Reform Act of 1995.  Such  forward-looking
statements  are  subject to risks and  uncertainties  and actual  results  could
differ materially. Such risks and uncertainties include, but are not limited to,
general economic and business conditions,  competitive market pricing, increases
in raw material costs, energy costs and other manufacturing costs,  fluctuations
in demand  for The Fonda  Group,  Inc.'s  (the  "Company")  products,  potential
equipment malfunctions and pending litigation.  For additional information,  see
the Company's annual report on Form 10-K for the most recent fiscal year.

         The Company, a wholly-owned  subsidiary of SF Holdings,  is a converter
and marketer of  disposable  paper  foodservice  products.  On December 3, 1999,
Creative  Expressions  Group, Inc.  ("CEG"),  an affiliate of the Company in the
disposable party goods products  business,  became an 87% owned subsidiary of SF
Holdings  pursuant  to a merger.  On  December  6,  1999,  pursuant  to an asset
purchase  agreement  entered into on November 21, 1999 (the "CEG Asset  Purchase
Agreement"),  the Company  purchased  the  intangible  assets of CEG,  including
domestic and foreign trademarks, patents, copyrights, and customer lists for $16
million.  In addition,  pursuant to the CEG Asset Purchase Agreement the Company
subsequently  purchased certain inventory and acquired other CEG assets for cash
and in exchange for outstanding  trade payables owed to the Company by CEG. As a
result of this  transaction,  the Company markets,  manufactures and distributes
disposable party goods products directly to the specialty (party) channel of the
Company's  consumer  market.  The  companies  are  under  common  control,   and
therefore,  the  transaction  has  been  accounted  for in a manner  similar  to
pooling-of-interests. CEG's net assets and liabilities that were not acquired by
the Company  pursuant to the CEG Asset

                                       7
<PAGE>
Purchase Agreement were acquired by SF Holdings and have been classified as "Due
to/from SF Holdings".


General

         The Company believes it is one of the leading  converters and marketers
of a broad line of paperboard and tissue based disposable  foodservice products.
The  Company  sells its  products  under  both  branded  and  private  labels to
institutional  foodservice  customers  and consumer  foodservice  customers  and
participates at all major price points. The Company sells premium white, colored
and custom-printed napkins,  placemats,  tablecovers,  food trays and lunch bags
and private label consumer paper plates, bowls and cups. The brand names for the
Company's  principal  products  include  Sensations(R),  Paper Art(R),  Touch of
Color(R) and Hoffmaster(R).

         The Company offers a broad range of products,  enabling it to offer its
customers  "one-stop"  shopping for their disposable  foodservice product needs.
The Company is  principally a converter  and marketer of  paperboard  and tissue
products, the prices of which typically follow the general movement in the costs
of such principal raw materials.  The Company believes that it is generally able
to maintain  relatively  stable  margins  between its selling prices and its raw
material costs.

         The  Company   sells  its   converted   products  to  more  than  6,000
institutional and consumer  foodservice  customers  primarily located throughout
the United States and has developed and maintained long-term  relationships with
many  of  these   customers.   Institutional   foodservice   customers   include
restaurants,   schools,   hospitals  and  other  major  institutions.   Consumer
foodservice  customers include  supermarkets,  mass merchants,  warehouse clubs,
discount chains and other retail stores.


Thirteen  Weeks  Ended  December  30,  2001  Compared  to  Thirteen  Weeks Ended
December 24, 2000

         Net  sales  increased $0.6 million,  or 0.6%, to $100.8 million for the
thirteen  weeks ending  December 30,  2001,  compared to $100.2  million for the
thirteen weeks ending  December 24, 2000,  reflecting a 6.4% increase in average
realized sales price  partially  offset by a 5.8% decrease in sales volume.  The
decrease in sales volume  resulted  from  declining  sales of lower priced items
which were  affected by the  general  economic  slow down in the leisure  travel
industry.  As a  consequence,  the remaining  product mix shifted to those items
with higher average selling prices.

         Gross profit increased $0.9 million,  or 4.7%, to $19.9 million for the
thirteen  weeks  ending  December 30,  2001,  compared to $19.0  million for the
thirteen  weeks ending  December 24, 2000. As a percentage  of net sales,  gross
profit  increased from 19.0% for the thirteen weeks ending  December 24, 2000 to
19.7% for the  thirteen  weeks ending  December  30, 2001.  Gross profit for the
thirteen  weeks ending  December 30, 2001 was  positively  affected by increased
selling prices due to an improved product mix.

         Selling, general and administrative expenses increased $0.5 million, or
4.0%, to $12.9 million for the thirteen weeks ending December 30, 2001, compared
to $12.4 million for the thirteen weeks ending  December 24, 2000 primarily as a
result of increased  bad debt  expense and an increase in goodwill  amortization
expense from Fiscal 2001 business acquisitions.

         Other income, net increased $0.1 million,  or 100%, to $0.2 million for
the thirteen  weeks ending  December 30, 2001,  compared to $0.1 million for the
thirteen  weeks ending  December 24, 2000.  This  increase is primarily due to a
$0.1 million loss recorded  during the thirteen  weeks ending  December 24, 2000
from the sale of equipment.

                                       8
<PAGE>
         Operating income  increased $0.5 million,  or 7.5%, to $7.2 million for
the thirteen  weeks ending  December 30, 2001,  compared to $6.7 million for the
thirteen weeks ending December 24, 2000 due to the reasons discussed above.

         Interest  expense,  net of interest income  decreased $0.2 million,  or
5.0%, to $3.8 million for the thirteen weeks ending December 30, 2001,  compared
to $4.0  million for the  thirteen  weeks  ending  December  24,  2000.  For the
thirteen  weeks ending  December 30, 2001,  the Company  realized lower interest
expense due primarily to lower interest rates on lower balances.

         Income tax expense increased $0.3 million,  or 27.3%,  to $1.4  million
for the thirteen  weeks ending  December 30, 2001,  compared to $1.1 million for
the  thirteen  weeks  ending  December  24,  2000 as a result of  higher  pretax
earnings. The effective rate for the thirteen weeks ending December 31, 2001 was
40.1% and for the thirteen weeks ending December 24, 2000 was 40.4%.

         Net income increased $0.5 million,  or 31.3%, to income of $2.1 million
for the  thirteen  weeks ending  December  30, 2001,  compared to income of $1.6
million for the  thirteen  weeks ending  December  24, 2000,  due to the reasons
stated above.


Liquidity And Capital Resources

         Historically,  the Company has relied on cash flow from operations, the
sale of assets and  borrowing  under its credit  facility to finance its working
capital requirements and capital  expenditures.  The Company expects to continue
this method of funding for its Fiscal 2002 capital expenditures.

         Net  cash  provided by operating  activities  increased $2.0 million to
$9.5 million in the thirteen  weeks  ending  December 30, 2001  compared to $7.5
million in the  thirteen  weeks  ending  December  24,  2000.  This  increase is
primarily  due to higher  earnings  and lower  inventories  partially  offset by
increased receivables.

         Net cash used in investing  activities  decreased  $1.8 million to $0.4
million in the thirteen weeks ending  December 30, 2001 compared to $2.2 million
in the thirteen weeks ending December 24, 2000. The decrease resulted from lower
capital  expenditures  and the September 25, 2000,  acquisition  of  Springprint
Medallion, a division of Marcal Paper Mills, Inc.

         Net cash used in financing  activities  increased  $4.7 million to $9.4
million in the thirteen weeks ending  December 30, 2001 compared to $4.7 million
in the thirteen weeks ending  December 24, 2000.  This decrease is primarily due
to lower borrowings under the Company's revolving credit facility.

         Working capital decreased $5.5 million to $84.3 million at December 30,
2001 from $89.8  million at December  24,  2000.  This  decrease  resulted  from
current assets  decreasing $7.3 million primarily due to lower inventories which
were partially offset by higher receivables.  The decrease in current assets was
offset  by a $1.8  million  decrease  in  current  liabilities  which  primarily
resulted from lower accounts  payables and payroll expenses which were partially
offset by an increase in other current liabilities.

         Capital  expenditures  for the thirteen weeks ending  December 30, 2001
were $0.4  million  compared  to $0.7  million  for the  thirteen  weeks  ending
December 24, 2000.  Capital  expenditures  in the thirteen weeks ending December
30, 2001 included $0.2 million for new production equipment and $0.2 million for
facility renovations.

                                       9
<PAGE>
         The Company's credit facility provides for a revolving credit facility,
subject to borrowing base  limitations  of up to $65 million  through August 26,
2004,  and a term loan in an amount of $15 million that  requires  equal monthly
principal  payments of $0.3 million  through August 2004 with the balance due on
August 26, 2004 (the "Credit  Facility").  The Credit Facility is collateralized
by all of the Company's receivables, inventories, and equipment, certain general
intangibles and other property,  and the proceeds on the sale of receivables and
inventories. Borrowings under the revolving credit facility bear interest at the
bank's  prime  rate plus 0.50% or at LIBOR  plus  2.50% at the  election  of the
Company.  Borrowings  under the term loan bear interest at the bank's prime rate
plus 0.75% or at LIBOR plus 2.75% at the election of the Company. As of December
30, 2001, the bank's prime rate was 4.75%,  and the LIBOR rate was 2.44%. In the
thirteen weeks ending December 30, 2001, the weighted  average interest rate for
the Credit  Facility  was  5.02%.  At  December  30,  2001,  $41.0  million  was
outstanding and $24.0 million was the maximum  remaining advance available based
upon eligible collateral.

         In Fiscal  1997,  the Company  issued $120  million of 9-1/2%  Series A
Senior   Subordinated  Notes  due  2007  (the  "Notes")  with  interest  payable
semi-annually.  Payment of the principal and interest is subordinate in right to
payment of the Credit  Facility.  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.

         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
limitations  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.

         Management   believes  that  cash  generated  by  operations,   amounts
available under the Company's  credit  facilities and funds generated from asset
sales should be  sufficient  to meet the  Company's  expected  operating  needs,
planned capital  expenditures  and debt service  requirements in the next twelve
months.


Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The  Company  is  exposed  to  market  risk in the  ordinary  course of
business,  which consists  primarily of interest rate risk  associated  with its
variable rate debt. Borrowings under the revolving credit facility bear interest
at the bank's prime rate plus 0.50% or at LIBOR.  Borrowings under the term loan
bear  interest at the bank's prime rate plus 0.75% or at LIBOR plus 2.75% at the
election of the Company. At December 30, 2001, $41.0 million was outstanding and
$24.0 million was the maximum  remaining  advance  available based upon eligible
collateral.  Based upon these  amounts,  the annual net income  would  change by
approximately  $0.3 million for each one percentage point change in the interest
rates applicable to the Company's  variable rate debt. The level of the exposure
to interest rate movements may fluctuate significantly as a result of changes in
the amount of indebtedness outstanding under the revolving credit facilities.

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<PAGE>
                           PART II - OTHER INFORMATION


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits:

              None

         (b)  Reports on Form 8-K:

              No  reports  on  Form  8-K were filed  during the  thirteen  weeks
              ended December 30, 2001.

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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, its duly authorized officer and principal financial officer.



                                     THE FONDA GROUP, INC.
                                     (registrant)

Date:  February 8, 2002              By:  /s/ Hans H. Heinsen
       -----------------                  -------------------
                                              Hans H. Heinsen
                                     Senior Vice President -
                                     Chief Financial Officer and Treasurer

                                     (Principal Financial and Accounting Officer
                                     and Duly Authorized Officer)

                                       12