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 twenty-six weeks ended March 28, 1999
                                       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 May 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 March 28, 1999 and July 26, 1998 (audited)         3

     Statements of Operations for the thirteen and twenty-six weeks ended
        March 28, 1999 and April 26, 1998                                    4

     Statements of Cash Flows for the twenty-six weeks ended
        March 28, 1999 and April 26, 1998                                    5

     Notes to Financial Statements                                           6


Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                           8


Part II - Other Information


Item 6.  Exhibits and Reports on Form 8-K                                   13

Signatures                                                                  13

                                       2

<PAGE>


PART I - FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>
                                                                  March 28,         July 26,
                                                                    1999              1998
                                                                --------------    -------------
                                                                (unaudited)
<S>                                                                   <C>             <C>     
ASSETS
Current assets:
    Cash                                                              $ 3,097         $ 16,361
    Accounts receivable, less allowance for doubtful
      accounts of $618 and $789, respectively                          28,219           29,385
    Due from affiliates                                                 6,804            1,584
    Inventories                                                        38,992           34,803
    Deferred income taxes                                               5,526            5,469
    Other current assets                                                3,294            2,086
                                                                --------------    -------------
         Total current assets                                          85,932           89,688
Property, plant and equipment, net                                     56,044           48,151
Goodwill, net                                                          19,944           21,462
Other assets, net                                                      19,856           19,227
                                                                --------------    -------------
TOTAL ASSETS                                                        $ 181,776        $ 178,528
                                                                ==============    =============

LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
   Accounts payable                                                  $ 14,358          $ 7,077
   Accrued expenses                                                    16,955           24,867
   Current maturities of long-term debt                                   552              595
                                                                --------------    -------------
      Total current liabilities                                        31,865           32,539
Long-term debt                                                        125,324          121,767
Other liabilities                                                       2,505            1,896
Deferred income taxes                                                   5,429            4,771
                                                                --------------    -------------
      Total liabilities                                               165,123          160,973

Stockholder's equity                                                   16,653           17,555
                                                                ==============    =============
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                          $ 181,776        $ 178,528
                                                                ==============    =============
</TABLE>


                       See notes to financial statements

                                       3

<PAGE>

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


<TABLE>
<CAPTION>

                                                  Thirteen Weeks Ended               Twenty-six Weeks Ended
                                             -------------------------------     --------------------------------
                                              March 28,         April 26,          March 28,         April 26,
                                                 1999              1998               1999              1998
                                             -------------    --------------     --------------    --------------
<S>                                              <C>               <C>               <C>               <C>      
Net sales                                        $ 59,135          $ 66,923          $ 128,127         $ 132,939
Cost of goods sold                                 51,047            56,494            107,934           110,000
                                             -------------    --------------     --------------    --------------
     Gross profit                                   8,088            10,429             20,193            22,939
Selling, general and
  administrative expenses                           6,976             8,671             15,517            17,433
Other income, net                                     (82)           (9,099)              (174)           (9,409)
                                             -------------    --------------     --------------    --------------
     Income from operations                         1,194            10,857              4,850            14,915
Interest expense, net                               2,975             3,148              5,797             6,215
                                             -------------    --------------     --------------    --------------
     Income (loss) before income taxes             (1,781)            7,709               (947)            8,700
Income tax provision (benefit)                       (732)            3,238               (390)            3,655
                                             -------------    --------------     --------------    --------------

     Net income (loss)                           $ (1,049)          $ 4,471             $ (557)          $ 5,045
                                             =============    ==============     ==============    ==============
</TABLE>

                       See notes to financial statements

                                       4

<PAGE>

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

<TABLE>
<CAPTION>
                                                                             Twenty-six Weeks Ended
                                                                             ----------------------
                                                                        March 28,              April 26,
                                                                           1999                   1998
                                                                           ----                   ----
<S>                                                                          <C>                   <C>    
Operating activities:
 Net income (loss)                                                           $ (557)               $ 5,045
Adjustments to reconcile net income (loss) to net
    cash provided by operating activities:
   Depreciation and amortization                                              3,057                  3,075
   Provision for doubtful accounts                                               76                     42
   Deferred income taxes                                                        306                    262
   Gain on business disposition                                                   -                 (9,325)
   (Gain) loss on equipment dispositions                                         14                   (288)
   Changes in assets and liabilities:
      Accounts receivable                                                     2,973                  8,740
      Due from affiliates                                                    (5,803)                (4,883)
      Inventories                                                            (1,769)                 3,610
      Other current assets                                                     (825)                  (353)
      Accounts payable and accrued expenses                                   4,650                  2,231
      Other                                                                  (1,260)                  (458)
                                                                      --------------         --------------
    Net cash provided by operating activities                                   862                  7,698
                                                                      --------------         --------------

Investing activities:
 Capital expenditures                                                        (9,942)                (4,224)
 Proceeds from equipment dispositions                                           348                    314
 Proceeds from business disposition                                               -                 20,843
 Payments for business acquisitions                                               -                 (6,901)
 Payment for Management Services Agreement                                        -                 (7,000)
                                                                      --------------         --------------
   Net cash provided by (used in) investing activities                       (9,594)                 3,032
                                                                      --------------         --------------

Financing activities:
 Net increase (decrease) in revolving credit borrowings                       3,844                 (7,659)
 Repayments of long-term debt                                                  (277)                  (319)
 Redemption of common stock                                                       -                 (1,436)
                                                                      --------------         --------------
   Net cash provided by (used in) financing activities                        3,567                 (9,414)
                                                                      --------------         --------------
Net increase (decrease) in cash                                              (5,165)                 1,316
Cash, beginning of period                                                     8,262                  2,339
                                                                      --------------         --------------
Cash, end of period                                                         $ 3,097                $ 3,655
                                                                      ==============         ==============

Supplemental cash flow information: Cash paid during the period for:
   Interest                                                                 $ 5,969                $ 6,114
   Income taxes, net of refunds                                             $ 2,241                  $ 343
</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  prior  periods  have been  reclassified  to  conform  with  current  period
presentation.

         As a  result  of 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 quarterly
comparisons in this report are between the thirteen and twenty-six  week periods
ended March 28, 1999 and April 26, 1998.

2.  INVENTORIES

         Inventories consist of the following (in thousands):

                                             March 28,           July 26,
                                                1999               1998
                                           --------------      -------------
     Raw materials and supplies                 $ 19,315           $ 15,663
     Work-in-process                                 368                194
     Finished goods                               19,309             18,946
                                           ==============      =============
                                                $ 38,992           $ 34,803
                                           ==============      =============


3.  ACCOUNTS PAYABLE

         Net cash overdrafts are reclassified to accounts payable.  At March 28,
1999, $5.9 million of such overdrafts were included in accounts payable.

4.  OTHER INCOME, NET

         On March  24,  1998,  the  Company  consummated  an  agreement  to sell
substantially all of the fixed assets and certain related working capital of its
Natural Dam tissue mill,  pursuant to which the Company realized net proceeds of
$24.6  million,  including a note  receivable  of $3.8  million,  and recorded a
pre-tax gain of $9.3 million.


5.  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
manufactures  and supplies  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 entered into operating leases whereby the Company leases to CEG
certain  non-manufacturing  assets  for  annual  lease  income  of $.1  million.
Independent  appraisals  were  obtained to  determine  the  fairness of both the
purchase price and lease terms.  The Company  believes the terms on which it (i)
manufactures and supplies products for CEG, (ii) purchased  manufacturing assets
from  CEG,  and  (iii)  leased  non-manufacturing  assets to CEG 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>

         In  December   1998,   the  Company   purchased   certain  paper  plate
manufacturing assets from Sweetheart Holdings Inc. ("Sweetheart"), an affiliate,
for $2.4  million.  In  February  1999,  the  Company  entered  into a five year
operating  lease with  Sweetheart,  whereby the Company leases certain paper cup
manufacturing  assets to  Sweetheart  with a net book value of $1.3  million for
annual lease  income of $.2 million.  Independent  appraisals  were  obtained to
determine the fairness of both the purchase  price and lease terms.  The Company
believes the terms on which it purchased  manufacturing  assets from  Sweetheart
and leases manufacturing assets to Sweetheart are at least as favorable as those
it could have 8 obtained from unrelated  third parties and were negotiated on an
arm's length basis.

                                       7



<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  as  defined  by  the  Private  Securities
Litigation  Reform Act of 1995.  These  forward-looking  statements are based on
management's  current  expectations  and  involve a number of known and  unknown
risks and  uncertainties  that could cause the actual  results,  performance  or
achievements of the Company to be materially different from those anticipated in
these forward-looking  statements. Such risks and uncertainties include, but are
not limited to, the highly  competitive  nature of the  industry,  raw  material
costs and  fluctuations  in demand  for the  Company's  products  due in part to
general economic and business conditions.

         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  and
year-to-date  comparisons  are between the thirteen and twenty-six  week periods
ended March 28, 1999 (the "1999  Thirteen Week Period" and the "1999  Twenty-six
Week  Period")  and the same  number of week  periods  ended April 26, 1998 (the
"1998 Thirteen Week Period" and the "1998  Twenty-six  Week Period").  Sales and
income from operations are historically  lowest in January and February and tend
to be highest from May through  November.  As a result,  the four week period in
January  (which is included in the 1999 Thirteen Week Period)  historically  has
had lower sales  compared to the four week period in April (which is included in
the  1998  Thirteen  Week  Period).  In  the  twenty-six  week  comparison,  the
seasonality effect is reduced as sales in the four week period in October (which
is included  in the 1999  Twenty-six  Week  Period)  historically  have not been
materially  different  than  those in the four week  period  in April  (which is
included in the 1998 Twenty-six Week Period).

         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  price  of  SBS  paperboard,  one of the  Company's  primary  raw
materials,  historically fluctuates.  These fluctuations are generally passed on
to customers through price increases or reductions.  However, in the short term,
the Company is at risk of margin  erosion.  The severity of such margin  erosion
depends on various  factors  including  inventory  levels at the time of a price
change,  the timing and  frequency of such price  changes,  and the lead and lag
time that generally  accompanies  the  implementation  of both raw materials and
subsequent selling price changes.

         The  Company's  business  is  moderately  seasonal  as away  from  home
consumption of disposable  products  increases in the late spring and summer and
party  goods  sales  peak in the fall  for  holiday  seasons.  This  results  in
disproportionately   higher  net  income  during  these  peak  periods  as  cost
absorption improves resulting from a more profitable sales and production mix.

         In connection  with the License  Agreement (as  described  below),  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"  and  together  with  the  License  Agreement  the  "CEG
Agreements").  Pursuant to the  Manufacture  and Supply  Agreement,  the Company
manufactures  and supplies  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.

Recent Developments
         The Company is engaged in an extensive program to improve manufacturing
efficiencies and upgrade production  capabilities,  which includes,  among other
things,  the full  implementation  of the Manufacture  and Supply  Agreement and
further   consolidation  of  its   manufacturing   operations  (the  "Efficiency
Initiatives").  This  program  has and will  continue  to result in  incremental
expenses  arising  from  start-up,  training  and  other  related  expenses.  In
connection  with the Efficiency  Initiatives,  (i) in December 1998, the Company
purchased certain paper plate manufacturing assets from Sweetheart Holdings Inc.
("Sweetheart"),  an affiliate,  for $2.4 million and (ii) in February  1999, the
Company  entered into a five year  operating  lease  whereby the Company  leases
certain paper cup manufacturing assets to Sweetheart.


                                       8


<PAGE>


<TABLE>
<CAPTION>

Results of Operations

                                         Thirteen Weeks Ended                   Twenty-six Weeks Ended
                                         --------------------                   ----------------------
                                March 28, 1999      April 26, 1998      March 28, 1999      April 26, 1998
                                --------------      --------------      --------------      --------------
                                          % of               % of                 % of                % of
                                           Net                Net                  Net                 Net
                              Amount      Sales    Amount    Sales     Amount     Sales    Amount     Sales 
                              ------      -----    ------    -----     ------     -----    ------     ----- 
<S>                           <C>        <C>       <C>       <C>       <C>       <C>       <C>       <C>    
Net Sales                     $ 59.1     100.0 %   $ 66.9    100.0 %   $ 128.1   100.0 %   $ 132.9   100.0 %
Cost of goods sold              51.0      86.3       56.5     84.4       107.9    84.2       110.0    82.7
                              -------    -------   -------   -------   --------  -------   --------  -------
Gross profit                     8.1      13.7       10.4     15.6        20.2    15.8        22.9    17.3
Selling, general and
 administrative expenses         7.0      11.8        8.7     13.0        15.5    12.1        17.4    13.1
Other income, net               (0.1)     (0.1)      (9.1)   (13.6)       (0.2)   (0.1)       (9.4)   (7.1)
                              -------    -------   -------   -------   --------  -------   --------  -------
Income (loss) from operations    1.2       2.0       10.9     16.2         4.9     3.8        14.9    11.2
Interest expense, net            3.0       5.0        3.1      4.7         5.8     4.5         6.2     4.7
                              -------    -------   -------   -------   --------  -------   --------  -------
Income (loss) before taxes      (1.8)     (3.0)       7.7     11.5        (0.9)   (0.7)        8.7     6.5
Income tax expense (benefit)    (0.7)     (1.2)       3.2      4.8        (0.4)   (0.3)        3.7     2.7
                              =======    =======   =======   =======   ========  =======   ========  =======
Net income (loss)             $ (1.0)     (1.8)%   $  4.5      6.7 %   $  (0.6)   (0.4) %  $   5.0     3.8 %

</TABLE>

Thirteen  Weeks Ended March 28, 1999 Compared to Thirteen  Weeks Ended April 26,
1998

         Net sales were $59.1 million in the 1999 Thirteen Week Period and $66.9
million in the 1998 Thirteen Week Period. The 1998 Thirteen Week Period included
$4.3 million of net sales of tissue mill products  relating to  operations  that
were sold in March 1998.  Excluding such tissue mill sales,  net sales decreased
$3.7  million due to the effects of  seasonality  on the  quarterly  comparison,
partially  offset by increased sales  resulting from the CEG  Agreements.  Sales
volume in the Company's  converting  operations  increased 17.3% in the consumer
market and decreased 1.5% in the  institutional  market.  Average selling prices
decreased 18.9% in the consumer  market and increased 6.0% in the  institutional
market.  The increased  volume in the consumer market was due to the increase in
tissue products sold to CEG in accordance with the CEG Agreements. Such increase
more than  offset  the  reduction  in volume due to the  effects of  seasonality
resulting from comparing the 1999 Thirteen Week Period (which  includes the four
week period in January 1999) with the 1998 Thirteen Week Period (which  includes
the four week period in April  1998).  The  reduction  in selling  prices in the
consumer  market  reflects  cost savings  from the License  Agreement as well as
savings  that the Company is  beginning  to realize and expects to realize  more
fully 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 were  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 $8.1  million in the 1999  Thirteen  Week  Period and
$10.4 million in the 1998  Thirteen  Week Period.  As a percentage of net sales,
gross profit  decreased  from 15.6% in the 1998 Thirteen Week Period to 13.7% in
the 1999  Thirteen  Week Period.  Gross margins in the 1999 Thirteen Week Period
were  adversely  affected  by  reduced  selling  prices  of  consumer  products,
described above, as well as excess costs incurred in implementing the Efficiency
Initiatives.  Gross margins are expected to improve in future  periods upon full
implementation of the Efficiency Initiatives, however, there can be no assurance
that such will occur.

         Selling,  general and administrative  expenses were $7.0 million in the
1999 Thirteen Week Period and $8.7 million in the 1998 Thirteen Week Period.  As
a  percentage  of  net  sales,  selling,  general  and  administrative  expenses
decreased  from  13.0% in the 1998  Thirteen  Week  Period  to 11.8% in the 1999
Thirteen  Week Period.  The decrease as a percentage  of net sales was primarily
caused by the reduction of selling, marketing and distribution costs in the 1999
Thirteen Week Period 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 operations, for which selling, general and administrative costs were
low relative to net sales.

         Other  income,  net in the 1998  Thirteen  Week Period  includes a $9.3
million  pre-tax  gain on the  March  1998  sale of the  Company's  tissue  mill
operations.  The gain was partially offset by closure cost accruals  relating to
the decision to close the Jacksonville converting facility.


                                       9


<PAGE>

         Income  from  operations  was $1.2  million in the 1999  Thirteen  Week
Period and $10.9  million in the 1998  Thirteen  Week  Period due to the reasons
discussed.

         Interest  expense,  net of interest income was $3.0 million in the 1999
Thirteen Week Period and $3.1 million in the 1998 Thirteen Week Period.

         The effective tax rate was 41% in the 1999 Thirteen Week Period and 42%
in the 1998  Thirteen  Week Period.  As a result of the above,  the net loss was
$1.0  million in the 1999  Thirteen  Week Period  compared to net income of $4.5
million in the 1998 Thirteen Week Period.

Twenty-Six  Weeks Ended March 28, 1999 Compared to Twenty-Six  Weeks Ended April
26, 1998

         Net sales were $128.1  million in the 1999  Twenty-six  Week Period and
$132.9 million in the 1998  Twenty-six  Week Period.  The 1998  Twenty-six  Week
Period  included $8.6 million of net sales of tissue mill  products  relating to
operations that were sold in March 1998.  Excluding such tissue mill sales,  net
sales  increased $3.8 million due primarily to the effects of the CEG Agreements
and, to a lesser  extent,  the effects of  seasonality  on the  twenty-six  week
comparison.  Sales volume in the Company's converting operations increased 24.5%
in the consumer market and decreased 1.5% in the institutional  market.  Average
selling prices  decreased 16.5% in the consumer market and increased 5.6% in the
institutional market. The increased volume in the consumer market was due to the
increase in tissue  products sold to CEG in accordance  with the CEG  Agreements
and, to a lesser extent, the effects of seasonality resulting from comparing the
1999  Twenty-six  Week Period  (which  includes  the four week period in October
1998) with the 1998  Twenty-six Week Period (which includes the four week period
in April 1998).  The reduction in selling prices in the consumer market reflects
cost savings  from the License  Agreement as well as savings that the Company is
beginning  to realize and expects to realize  more fully 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  were  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 $20.2 million in the 1999  Twenty-six  Week Period and
$22.9 million in the 1998 Twenty-six Week Period.  As a percentage of net sales,
gross profit decreased from 17.3% in the 1998 Twenty-six Week Period to 15.8% in
the 1999  Twenty-six  Week Period.  Gross  margins in the 1999  Twenty-six  Week
Period were adversely  affected by reduced selling prices of consumer  products,
described above, as well as excess costs incurred in implementing the Efficiency
Initiatives.  Gross margins are expected to improve in future  periods upon full
implementation of the Efficiency Initiatives, however, there can be no assurance
that such will occur.

         Selling,  general and administrative expenses were $15.5 million in the
1999  Twenty-six  Week  Period  and $17.4  million in the 1998  Twenty-six  Week
Period.  As a  percentage  of net sales,  selling,  general  and  administrative
expenses decreased from 13.1% in the 1998 Twenty-six Week Period to 12.1% in the
1999  Twenty-six  Week Period.  The  decrease as a  percentage  of net sales was
primarily caused by the reduction of selling,  marketing and distribution  costs
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.

         Other income,  net in the 1998  Twenty-six  Week Period includes a $9.3
million  pre-tax  gain on the  March  1998  sale of the  Company's  tissue  mill
operations.  The gain was partially offset by closure cost accruals  relating to
the decision to close the Jacksonville converting facility.

         Income from  operations  was $4.9 million in the 1999  Twenty-six  Week
Period and $14.9 million in the 1998  Twenty-six  Week Period due to the reasons
discussed.


                                       10


<PAGE>

         Interest  expense,  net of interest income was $5.8 million in the 1999
Twenty-six Week Period and $6.2 million in the 1998 Twenty-six Week Period.  The
net  reduction  in interest  expense  was  primarily  due to higher  interest on
revolving  credit  borrowings in the 1998  Twenty-six  Week Period and increased
interest income in the 1999 Twenty-six Week Period.

         The effective tax rate was 41% in the 1999  Twenty-six  Week Period and
42% in the 1998 Twenty-six Week Period.  As a result of the above,  the net loss
was $.6 million in the 1999  Twenty-six  Week  Period  compared to net income of
$5.0 million in the 1998 Twenty-six Week Period.

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  Twenty-six Week
Period was $.9 million  compared  to $7.7  million in the 1998  Twenty-six  Week
Period.  The  reduction in cash  provided by  operations is primarily due to the
build-up in amounts due from affiliates resulting from the implementation of the
CEG Agreements. In March 1999, CEG's second largest customer,  representing over
10% of CEG's  net  sales  during  its  1998  fiscal  year,  filed a  Chapter  11
bankruptcy  petition.  As a result,  and for other  reasons,  Fonda  intends  to
reevaluate the adequacy of its affiliate reserves.

         Capital expenditures were $9.9 million, which included $8.7 million for
converting  equipment and the remaining  expenditures were primarily for routine
capital improvements. See Note 5 of Notes to Financial Statements.

         The Company's revolving credit facility, as amended, provides up to $50
million  borrowing  capacity,  is  collateralized  by  accounts  receivable  and
inventories,  certain  general  intangibles  and  the  proceeds  on the  sale of
accounts  receivable and inventory.  The maturity date of such facility has been
extended  to  September  1,  2001.  At March 28,  1999,  there was $3.8  million
outstanding  and $33.2  million was the  maximum  advance  available  based upon
eligible  collateral.  At March 28, 1999,  borrowings were available at a bank's
prime rate plus .25% or at LIBOR plus 2.25%.

         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  twenty-six  weeks ended March 28, 1999, 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  its  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 has upgraded its
telephone,  data  communication and network systems to ensure that they are Year
2000 compliant.  Embedded logic in  manufacturing  equipment is all being tested
and upgraded. Contingency plans are 


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<PAGE>

being  developed  for  equipment  that cannot be upgraded.  The  embedded  logic
project is expected to be completed by October  1999.  EDI trading  partners and
other key  business  partners  have been  contacted  to ensure that key business
transactions will be Year 2000 compliant.  Contingency plans are being developed
to work with  trading  partners  or to replace  suppliers  who  cannot  meet our
compliance  deadlines.  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 May 1, 1999,  the  Company  estimates  the total cost of its Year
2000 program at $3.2 million, of which $2.6 million has been spent through March
28,  1999,   including  $1.4  million  in  the  1999   Twenty-six  Week  Period.
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.


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<PAGE>

PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)       Exhibits:

          27.1 Financial Data Schedule.


(b)       No reports on Form 8-K were filed in the  thirteen  weeks  ended March
          28, 1999.


                                   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:  May 12, 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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