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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 24, 2000

             [ ] 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 January 26, 2001:
                   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.
                           CONSOLIDATED BALANCE SHEETS
                        (In thousands, except share data)
<TABLE>
<CAPTION>
                                                             December 24,        September 24,
                                                                 2000                2000
                                                            -------------       ---------------
<S>                                                         <C>                 <C>
                                     Assets
                                     ------
Current assets:
  Cash and cash equivalents                                   $   2,005            $   1,413
  Receivables, less allowances of $1,686 and $1,459,
    respectively                                                 55,235               50,927
  Inventories                                                    57,359               63,145
  Deferred income taxes                                           7,644                8,044
  Refundable income taxes                                           298                  298
  Spare parts                                                     2,506                2,523
  Other current assets                                            5,056                6,328
                                                              ----------           ----------
    Total current assets                                        130,103              132,678
                                                              ----------           ----------

Property, plant and equipment, net                               50,999               49,280

Goodwill, net                                                    21,677               18,373
Due from SF Holdings                                             18,033               18,441
Other assets                                                     10,539               11,604
                                                              ---------            ----------

    Total assets                                              $ 231,351            $ 230,376
                                                              ==========           ==========

                Liabilities and Shareholders' Equity
                ------------------------------------

Current liabilities:
  Accounts payable                                            $  13,992            $  15,679
  Accrued payroll and related costs                               7,858               10,469
  Other current liabilities                                      25,200               21,203
  Current portion of long-term debt                              41,563               41,425
                                                              ----------           ----------
    Total current liabilities                                    88,613               88,776
                                                              ----------           ----------


Deferred income taxes                                             4,538                5,043
Long-term debt                                                  120,589              120,453
Other liabilities                                                 1,148                1,212
                                                              ----------           ----------

    Total liabilities                                           214,888              215,484
                                                              ----------           ----------

Commitments and contingencies                                         -                    -

Shareholders' equity:

  Common stock - par value $.01 per share; 1,000 shares
    authorized; 100 shares issued and outstanding                     -                    -
  Additional paid-in capital                                      1,022                1,022
  Retained earnings                                              15,466               13,895
  Accumulated other comprehensive (loss)                            (25)                 (25)
                                                              ----------           ----------

    Total liabilities and shareholders' equity                $ 231,351            $ 230,376
                                                              ==========           ==========
</TABLE>


          See accompanying Notes to Consolidated Financial Statements.

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


<TABLE>
<CAPTION>
                                                              For the              For the
                                                              Thirteen             Thirteen
                                                             weeks ended          weeks ended
                                                             December 24,         December 26,
                                                                 2000                1999
                                                            -------------       ---------------
<S>                                                         <C>                 <C>
Net sales                                                     $ 100,166            $  97,572
Cost of sales                                                    81,148               78,672
                                                              ----------           ----------

Gross profit                                                     19,018               18,900

Selling, general and administrative expenses                     12,409               13,000
Other (income), net                                                 (57)                 (75)
                                                              ----------           ----------

  Operating income                                                6,666                5,975

Interest expense, net of interest income of $12
  and $83, respectively                                           4,029                4,200
                                                              ----------           ----------

  Income before income tax expense                                2,637                1,775

Income tax expense                                                1,066                  710
                                                              ----------           ----------

  Net income                                                  $   1,571            $   1,065
                                                              ==========           ==========
</TABLE>


          See accompanying Notes to Consolidated Financial Statements.


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

<TABLE>
<CAPTION>
                                                          For the Thirteen     For the Thirteen
                                                             weeks ended          weeks ended
                                                             December 24,         December 26,
                                                                 2000                 1999
                                                          ----------------     ----------------
<S>                                                       <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES

  Net income                                                  $   1,571            $   1,065
  Adjustments to reconcile net income (loss) to net cash
  provided by (used in) operating activities:
    Depreciation and amortization                                 1,664                1,829
    Deferred income tax (benefit)                                  (105)                (131)
    Loss on sale of assets                                           82                   39
  Changes in operating assets and liabilities:
    Receivables                                                  (3,732)              (7,180)
    Inventories                                                   8,029                2,090
    Accounts payable                                             (2,372)               2,417
    Other, net                                                    2,372                1,933
                                                              ----------           ----------
    Net cash provided by operating activities                     7,509                2,062
                                                              ----------           ----------

CASH FLOWS FROM INVESTING ACTIVITIES

  Additions to property, plant and equipment                       (712)                (252)
  Acquisition of company                                         (1,950)                   -
  Due to/from SF Holdings                                           408              (15,894)
  Proceeds from sale of property, plant and equipment                63                   28
                                                              ----------           ----------
    Net cash (used in) investing activities                      (2,191)             (16,118)
                                                              ----------           ----------

CASH FLOWS FROM FINANCING ACTIVITIES

  Net (repayments) borrowings under credit  facilities           (3,980)              14,081
  Net (repayments) borrowings  of other debt                       (746)                (132)
                                                              ----------           ----------
    Net cash provided by (used in) financing activities          (4,726)              13,949
                                                              ----------           ----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                592                 (107)

CASH AND CASH EQUIVALENTS, beginning of period                    1,413                  624
                                                              ----------           ----------

CASH AND CASH EQUIVALENTS, end of period                      $   2,005            $     517
                                                              ==========           ==========

SUPPLEMENTAL CASH FLOW DISCLOSURES:

    Interest paid                                             $   1,459            $     291
                                                              ==========           ==========

    Income taxes paid                                         $       -            $    (103)
                                                              ==========           ==========

</TABLE>

          See accompanying Notes to Consolidated Financial Statements.

                                       4
<PAGE>
                              THE FONDA GROUP, INC.
                   NOTES TO CONSOLIDATED 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 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 24, 2000.  Certain prior period
amounts have been  reclassified to conform to current period  presentation.  The
Company is a wholly-owned subsidiary of SF Holdings Group, Inc. ("SF Holdings").


(2)  RECENTLY ISSUED ACCOUNTING STANDARDS

         In June 1998, the Financial Accounting Standards Board issued Statement
of Financial  Accounting  Standard  ("SFAS") No. 133,  Accounting for Derivative
Instruments  and Hedging  Activities.  SFAS No. 133  establishes  accounting and
reporting  standards  for  derivative  instruments  and requires  that an entity
recognize all derivatives at fair value in the statement of financial  position.
The adoption of SFAS No. 133 did not have a significant  impact on the financial
statements.

         In December 1999, the Securities and  Exchange  Commission issued Staff
Accounting   Bulletin  ("SAB")  No.  101,   Revenue   Recognition  in  Financial
Statements.  SAB No. 101  establishes  accounting  and  reporting  standards for
revenue  recognition and requires that an entity not recognize  revenue until it
is realized or realizable and earned.  The adoption of SAB No.101 did not have a
significant impact on the financial statements.


(3)  INVENTORIES

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

                                  (Unaudited)
                                  December 24,              September 24,
                                      2000                       2000
                                 --------------            --------------

Raw materials and supplies          $ 15,989                   $ 19,723
Finished products                     40,942                     42,732
Work in progress                         428                        690
                                  ----------                 ----------
          Total inventories         $ 57,359                   $ 63,145
                                  ==========                 ==========


(4)  BUSINESS ACQUISITIONS

         On September 25, 2000,  pursuant to an asset purchase  agreement  dated
August  9,  2000  (the   "Springprint   Agreement"),   the   Company   purchased
substantially  all of the property,  plant and  equipment,  intangibles  and net
working capital of Springprint Medallion, a division of Marcal Paper Mills, Inc.
("Springprint"). In addition, pursuant to the Springprint Agreement, the Company
has assumed  the  liabilities  and  obligations  of  Springprint  arising  under
contracts or leases that are either assets purchased by the Company or a part of
the accounts  payable.  The aggregate  purchase price for the assets and working
capital was $6.7 million, subject to post-closing  adjustments.  The Springprint

                                       5
<PAGE>
acquisition  has  preliminarily  resulted in goodwill as of December 24, 2000 of
$3.6 million which is being amortized over 20 years.  Amounts and allocations of
costs  recorded  may require  adjustment  based upon  information  coming to the
attention of the Company that is not currently available.

         The  Springprint  acquisition has been accounted for under the purchase
method and the results  have been  included in the  consolidated  statements  of
operations since the respective date of acquisition.  Goodwill  amortization was
not significant for the thirteen weeks ending December 24, 2000.

         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 Creative  Expressions  Group,  Inc. ("CEG"),
including  domestic and foreign  trademarks,  patents,  copyrights  and customer
lists. In addition,  pursuant to the CEG Asset Purchase  Agreement,  the Company
purchased  certain  inventory  of CEG.  The  aggregate  purchase  price  for the
intangible  assets  and the  inventory  was $41  million  ($16  million  for the
intangible  assets and $25  million  for the  inventory),  payable in cash,  the
cancellation  of  certain  notes and  warrants  and the  assumption  of  certain
liabilities.  Pursuant to the CEG Asset  Purchase  Agreement,  the Company  also
acquired other CEG assets in exchange for outstanding trade payables owed to the
Company by CEG. In connection with the CEG Asset Purchase Agreement, the Company
canceled previous  agreements with CEG including all licensing and manufacturing
arrangements and a certain Promissory Note dated February 27, 1997.  Independent
appraisals  were  obtained to determine  the fairness of the purchase  price for
such assets.  The Company  believes the terms on which it purchased  such assets
are at least as favorable as it could have obtained from unrelated third parties
and were negotiated on an arm's length basis.


(5)  RELATED PARTY TRANSACTIONS

         All of the below referenced  affiliates are under the common control of
the Company's Chief Executive Officer.

         During the thirteen  weeks ending  December 24, 2000,  the Company sold
$2.5 million of paper plates to Sweetheart Holdings Inc. ("Sweetheart") and $1.2
million of scrap paper to Fibre Marketing, LLC ("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 26, 1999,  the Company sold
$2.6  million of paper plates to  Sweetheart  and $1.3 million of scrap paper to
Fibre  Marketing.  Included in accounts  receivable as of December 26, 1999 were
(i) $1.2 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 26, 1999 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 Holdings,  Inc.  ("Box USA") and (iii) $0.1
million of travel services from Emerald Lady, Inc. 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.

         During the  thirteen  weeks  ending  December  26,  1999,  the  Company
purchased (i) $3.2 million of paper cups from  Sweetheart,  (ii) $0.5 million of
corrugated  containers  from Box USA and (iii) $0.1  million of travel  services
from Emerald Lady, Inc. Included in accounts  payable,  as of December 26, 1999,
was $1.1 million due to Sweetheart.  Other  purchases from  affiliates,  if any,
during the thirteen weeks ending December 26, 1999 were not significant.

                                       6
<PAGE>

         In 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 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 Company
believes that the terms of such  agreement are at least as favorable as those it
could  otherwise have obtained from unrelated  third parties and were negotiated
on an arm's length basis.  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 $0.1 million for the thirteen weeks ending December 24,
2000 and $0.1 million for the thirteen weeks ending December 26, 1999.

         The Company  leases a building  in  Jacksonville,  Florida  from Dennis
Mehiel, the Company's Chief Executive Officer, on terms the Company believes are
no less favorable than could be obtained from independent third parties and were
negotiated on an arm's length basis.  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,  Mr.  Mehiel 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  it
operations at this facility and is currently  subleasing the entire  facility to
Four M. Rent  expense,  net of sublease  income on the  portion of the  premises
subleased is not significant.


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  Consolidated  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 Company's  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.


General

         The Company, a wholly-owned  subsidiary of SF Holdings,  is a converter
and marketer of disposable paper foodservice products. On December 3, 1999, 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 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  Purchase  Agreement  were acquired by SF
Holdings and have been classified as "Due to/from SF Holdings".

                                       7
<PAGE>

         On September  25, 2000,  pursuant to the  Springprint  Agreement  dated
August 9, 2000, the Company purchased  substantially all of the property,  plant
and equipment,  intangibles and net working capital of Springprint  Medallion, a
division of Marcal Paper Mills,  Inc. In addition,  pursuant to the  Springprint
Agreement,   the  Company  has  assumed  the   liabilities  and  obligations  of
Springprint  arising under contracts or leases that are either assets  purchased
by the Company or a part of the accounts payable.  The aggregate  purchase price
for the assets and working  capital was $6.7  million,  subject to  post-closing
adjustments.


Thirteen  Weeks  Ended  December  24,  2000  Compared  to  Thirteen  Weeks Ended
December 26, 1999 (Unaudited)

         Net  sales  increased $2.6 million,  or 2.7%, to $100.2 million for the
thirteen  weeks  ending  December 24,  2000,  compared to $97.6  million for the
thirteen weeks ending December 26, 1999,  reflecting a 17.8% increase in average
realized sales price partially  offset by a 15.1% decrease in sales volume.  Net
sales to consumer  foodservice  customers decreased 2.0%, resulting from a 20.7%
increase in average  realized  sales  price,  partially  offset by a decrease in
sales  volume  of  22.7%.  Net  sales  to  institutional  foodservice  customers
increased 9.5%,  resulting from a 5.1% increase in average  realized sales price
and a 4.4%  increase  in sales  volume.  Selling  prices  to both  consumer  and
institutional  customers were  positively  affected by increases in raw material
costs that were passed through to customers as well as more  competitive  market
conditions.  These favorable price increases were offset by lower volumes due to
competitive  market  conditions  and the  Company's  decision to reduce sales to
certain consumer customers experiencing deteriorating credit conditions.

         Gross profit increased $0.1 million,  or 0.5%, to $19.0 million for the
thirteen  weeks  ending  December 24,  2000,  compared to $18.9  million for the
thirteen  weeks ending  December 26, 1999. As a percentage  of net sales,  gross
profit  decreased from 19.4% for the thirteen weeks ending  December 26, 1999 to
19.0% for the  thirteen  weeks ending  December  24, 2000.  Gross profit for the
thirteen  weeks ending  December 24, 2000 was  positively  affected by increased
selling prices which were offset by higher raw material costs.

         Selling,  general and administrative expenses decreased $0.6 million or
4.6%,  to $12.4  million for the thirteen  weeks  ending  December 24, 2000 from
$13.0  million for the thirteen  weeks ending  December 26, 1999  primarily as a
result of a decrease in the workforce from the CEG consolidation and a reduction
in selling expenses.

         Other (income) expense, net was unchanged at income of $0.1 million for
the thirteen  weeks ending  December 24, 2000 and for the thirteen  weeks ending
December 26, 1999.

         Operating  income  increased  $0.7  million  to  $6.7  million  for the
thirteen weeks ending December 24, 2000 from $6.0 million for the thirteen weeks
ending December 26, 1999 due to the reasons discussed above.

         Interest  expense,  net of interest income  decreased $0.2 million,  or
4.8%, to $4.0 million for the thirteen  weeks ending  December 24, 2000 compared
to $4.2  million for the  thirteen  weeks  ending  December  26,  1999.  For the
thirteen  weeks ending  December 24, 2000,  the Company  realized lower interest
expense due primarily to lower average outstanding balances.

         Income tax expense  (benefit)  increased  $0.4 million to an expense of
$1.1 million for the  thirteen  weeks  ending  December 24, 2000  compared to an
expense of $0.7 million for the thirteen  weeks  ending

                                       8
<PAGE>
December 26, 1999. The effective rate for the thirteen weeks ending December 24,
2000 was 40.4% and for the thirteen weeks ending December 26, 1999 was 40.0%.

         Net income (loss) increased $0.5 million, to income of $1.6 million for
the thirteen  weeks ending  December 24, 2000 compared to income of $1.1 million
for the thirteen  weeks ending  December  26,  1999,  due to the reasons  stated
above.


Liquidity And Capital Resources

         Historically,  the Company has relied on cash flow from  operations and
the sale of assets to finance  its  working  capital  requirements  and  capital
expenditures.  The Company  expects to  continue  this method of funding for its
2001 capital expenditures.

         Net cash provided by operating  activities  increased $5.4 million to a
source of $7.5 million in the thirteen  weeks ending  December 24, 2000 compared
to a source of $2.1 million in the thirteen weeks ending December 26, 1999. This
increase is  primarily  due to a decrease in  inventory  as a result of improved
inventory management.

         Capital  expenditures  for the thirteen  weeks ended  December 24, 2000
were $0.7  million  compared  to $0.3  million  for the  thirteen  weeks  ending
December 26, 1999.  Capital  expenditures  in the thirteen weeks ending December
24, 2000 included $0.5 million for new production equipment and $0.2 million for
routine projects.

         The Company  has a $55 million  revolving  credit  facility  subject to
borrowing base  limitations.  The credit facility is  collateralized by eligible
accounts receivable,  inventories,  certain general intangibles and the proceeds
on the sale of accounts receivable and inventory. The credit facility matures on
September 30, 2001. Borrowings are available at the bank's prime rate plus 0.25%
or at LIBOR plus 2.25% at the  election of the  Company.  At December  24, 2000,
$36.7  million was  outstanding  and $18.3  million  was the  maximum  remaining
advance available based upon eligible  collateral.  Although the Company intends
to refinance this debt, there can be no assurances that the Company will be able
to obtain such refinancing on terms and conditions acceptable to the Company.

         The Company's credit facility includes a term loan of $5 million.  This
amount is payable in equal  monthly  installments  through the maturity  date of
September 30, 2001, at an annual rate of LIBOR plus 2.5%. The proceeds from this
term loan were used to partially finance the purchase of Springprint.

         In 1997,  the  Company  issued $120  million of 9-1/2%  Series A Senior
Subordinated  Notes (the "Notes") due 2007 with interest  payable  semiannually.
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  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.

         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

                                       9
<PAGE>
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,  combined with
amounts  available under the Company's  credit  facility,  will be sufficient to
meet the Company's  working  capital and capital  expenditure  needs in the next
twelve months.


Item 3.  QUANTATATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         NONE


                           PART II - OTHER INFORMATION


Item 1.  LEGAL PROCEEDINGS


         The Company is subject to legal proceedings and other claims arising in
the ordinary course of its business. The Company maintains insurance coverage of
types and in amounts  which it believes to be adequate and  believes  that it is
not presently a party to any litigation,  the outcome of which could  reasonably
be expected to have a material  adverse  effect on its  financial  condition  or
results of operations.


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Reports on Form 8-K:

         No  reports on  Form  8-K  were  filed  during the thirteen weeks ended
         December 24, 2000.


                                       10
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                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, its duly authorized officer and principal financial officer.



                            THE FONDA GROUP, INC.
                            (registrant)

Date:  January 26, 2001     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)

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