FORM 10-Q


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


(Mark One)
[X]            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2002

                                       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: 33-15962



                            WHITEFORD PARTNERS, L.P.
             (Exact name of registrant as specified in its charter)



         Delaware                                                 76-0222842
(State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization)                               Identification No.)

                 770 North Center Street, Versailles, Ohio 45380
                    (Address of principal executive offices)
                                   (Zip Code)

                                  937-526-5172
              (Registrant's telephone number, including area code)


              (Former name, former address and former fiscal year,
                         if changed since last report)


         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 issuer's
classes of common stock, as of the latest practicable date.

                Class                     Units Outstanding at November 10, 2002
-------------------------------------
Limited Partnership Class A $10 Units                 1,306,890

                         This document contains 10 pages

<PAGE>
                            WHITEFORD PARTNERS, L.P.

                               INDEX TO FORM 10-Q
                  NINE MONTHS ENDED SEPTEMBER 30, 2002 and 2001
--------------------------------------------------------------------------------


                                                                     Page Number

Part I.  FINANCIAL INFORMATION

        Item 1.Financial Statements


           Condensed Consolidated Balance Sheets as of September 30, 2002
               (Unaudited) and December 31, 2001...............................3



           Condensed Consolidated Statements of Operations
               for the three months and nine months
               ended September 30, 2002 and 2001 (Unaudited)...................4



           Condensed Consolidated Statements of Cash Flows for the nine
               months ended September 30, 2002 and 2001 (Unaudited)............5


           Notes to Condensed Consolidated Financial Statements (Unaudited)....6


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



PART II.  OTHER INFORMATION....................................................9

                                     2 of 10
<PAGE>
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                            WHITEFORD PARTNERS, L.P.
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                          September 30,   December 31,
                                                                              2002           2001
                                                                        --------------   ------------
                                                                          (Unaudited)

<S>                                                                     <C>             <C>
Cash and Equivalents                                                    $    222,826    $  1,325,875
Interest Receivable                                                           10,688          11,044
                                                                        ------------    ------------

Total Current Assets                                                         233,514    $  1,336,919

Subordinated Note Receivable                                               1,350,000       1,350,000
                                                                        ------------    ------------

TOTAL ASSETS                                                            $  1,583,514    $  2,686,919
                                                                        ============    ============

Accrued Expenses And Other Liabilities:                                 $     31,476    $    146,271

Partners Capital
    General Partner:
        Capital Contributions                                                132,931         132,931
        Capital Transfers to Limited Partners                               (117,800)       (117,800)
        Interest in Partnership Net Loss                                     (49,358)        (49,274)
        Distributions                                                        (38,170)        (38,171)
                                                                        ------------    ------------
                                                                             (72,397)        (72,314)
                                                                        ------------    ------------

Class A Limited Partner:
        Capital Contributions (net of organization and offering costs
           of $2,010,082)                                                 11,172,274      11,172,274
        Capital Transfers from General Partner                               116,554         116,554
        Interest in Net Loss                                              (4,897,628)     (4,889,268)
        Distributions                                                     (4,766,765)     (3,786,598)
                                                                        ------------    ------------
                                                                           1,624,435       2,612,962
                                                                        ------------    ------------
TOTAL PARTNERS' CAPITAL                                                    1,552,038       2,540,648
                                                                        ------------    ------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL                                 $  1,583,514    $  2,686,919
                                                                        ============    ============
</TABLE>

NOTE: The condensed balance sheet at December 31, 2001 has been taken from the
      audited financial statements at such date.

                                     3 of 10
<PAGE>
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                            WHITEFORD PARTNERS, L.P.
                                   (Unaudited)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                     Three Months Ended               Nine Months Ended
                                                       September 30,                     September 30,
                                                ---------------------------     ----------------------------
                                                      2002          2001              2002          2001
                                                      ----          ----              ----          ----
<S>                                             <C>             <C>             <C>             <C>
Revenues
    Sales of meat products                      $          0    $ 12,340,036    $          0    $ 27,988,196
    Interest and other income                         39,141         119,144         111,218         182,413
                                                $     39,141    $ 12,459,180    $    111,218    $ 28,170,609

Costs and Expenses
    Cost of meat products sold                             0      11,682,109               0      26,275,737
    Selling and administrative expenses               40,623         391,947         119,662       1,157,710
    Depreciation and amortization                          0         338,171               0       1,002,396
    Interest                                               0         138,810               0         439,065

    Write Off of Goodwill                                  0       2,354,550               0       2,354,550
    Valuation Impairment                                   0       2,887,868               0
                                                                                                   2,887,868


        NET (LOSS) INCOME OPERATIONS            $     (1,482)   $ (5,334,275)   $     (8,444)   $ (5,946,717)

        LOSS ON SALES OF ASSETS                            0               0               0          (9,579)

        NET (LOSS)INCOME                              (1,482)     (5,334,275)         (8,444)     (5,956,296)

Summary of net (loss)income allocated to
    General Partner                             $        (15)   $    (53,343)   $        (84)   $    (59,563)
    Limited Partners                                  (1,467)     (5,280,932)         (8,360)     (5,896,733)
                                                $     (1,482)   $ (5,334,275)   $     (8,444)   $ (5,956,296)

Net (loss)income per $10 unit of L.P. Capital   $      (.001)   $      (4.04)   $      (.007)   $      (4.51)

Average units issued and outstanding               1,306,890       1,306,890       1,306,890       1,306,890
</TABLE>

                                     4 of 10
<PAGE>
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                            WHITEFORD PARTNERS, L.P.
                                   (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                    Nine Months Ended
                                                                                       September 30,
                                                                                ---------------------------
                                                                                    2002           2001

<S>                                                                             <C>            <C>
NET CASH USED IN AND PROVIDED BY OPERATING ACTIVITIES                           $  (122,882)   $  (231,914)
                                                                                -----------    -----------
CASH FLOW USED IN INVESTING ACTIVITIES:
    Purchase of property and equipment                                          $         0    $  (293,733)
    Proceeds from Disposal of property and equipment                                      0         25,000
                                                                                -----------    -----------

NET CASH USED IN INVESTING ACTIVITIES                                           $         0    $  (268,733)
                                                                                -----------    -----------

CASH PROVIDED/(USED) IN FINANCING ACTIVITIES:
    Proceeds from notes payable                                                 $         0    $   693,000
    Payments on notes payable                                                             0       (462,652)
    Distributions to Limited Partners                                              (980,167)             0
                                                                                -----------    -----------

NET CASH PROVIDED BY/(USED) IN FINANCING ACTIVITIES                             $  (980,167)   $   230,348
                                                                                -----------    -----------

(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS                                $(1,103,049)   $  (270,299)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                  1,325,875        329,311
                                                                                -----------    -----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                      $   222,826    $    59,012
                                                                                ===========    ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    Cash paid during the period for:
        Interest (excluding amount capitalized to fixed assets and inventory)   $         0    $   455,369
                                                                                ===========    ===========
</TABLE>

                                    5 of 10
<PAGE>
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            WHITEFORD PARTNERS, L.P.
                               September 30, 2002
                                   (Unaudited)

NOTE A -  ORGANIZATION, BUSINESS AND ACQUISITIONS

         Whiteford Partners, L.P. (the ``Partnership'') was formed on June 30,
1987, as a Delaware limited partnership. The Partnership consists of a General
Partner, Gannon Group, Inc., and Limited Partners. The offering period of the
Partnership terminated on November 10, 1989, with $13,557,550 of Limited Partner
gross subscriptions received in the form of Class A Units. Pursuant to the terms
of the Prospectus, offering proceeds in the amount of $140,365 were returned to
certain Ohio residents when the Partnership's business acquisition program was
not substantially completed by December, 1989. The Partnership was organized
principally to form, acquire, own and operate businesses engaged in the
development, production, processing, marketing, distribution and sale of food
and related products (the ``Food Businesses'').

         In the first quarter of 1990, the Partnership entered into a limited
partnership, Whiteford Foods Venture, L.P. ("Whiteford's") which was formerly
named Granada/Whiteford Foods Venture, L.P., with a wholly-owned subsidiary of
the former General Partner, G/W Foods, Inc., for the purpose of acquiring the
assets, certain liabilities and the operations of Whiteford's Inc., a further
processor and distributor of beef products to major fast food restaurants and
regional chains, which was located in Versailles, Ohio. The acquisition, which
was made with Partnership funds, was closed March 26, 1990, with the
Partnership's resultant equity interest in Whiteford's being in excess of 99%.
On April 23, 1990, all outstanding and contingent items were resolved and
completed, and the acquisition of the assets was funded on April 24, 1990.

         On May 4, 1992, the outstanding shares of G/W Foods, Inc. were assigned
by the former General Partner to Gannon Group, Inc., a corporation owned by
Kevin T. Gannon, a Director and Vice President of G/W Foods, Inc. At that time,
Mr. Gannon was also a former Vice President of Granada Corporation and certain
of its affiliates. Also on May 4, 1992, Granada Management Corporation assigned
its sole general partnership interest in the Partnership to Gannon Group, Inc.
The effect of these assignments is for Gannon Group, Inc. to have general
partnership authority and responsibility with respect to the Partnership and,
through G/W Foods, Inc., of Whiteford's.

         Subject to the availability of capital resources and/or financing, the
Partnership Agreement permits the acquisition of additional Food Businesses that
produce, process or distribute specialty food products including businesses that
possess technology or special processes which could increase the productivity or
processing capability of the Partnership's Food Business or which enhance the
marketability or resale value of the Partnership's Food Business products. At
the present time, no acquisitions are contemplated.

         The Partnership sold (the "Sale Transaction") substantially all its
assets on November 11, 2001, to an affiliate of Rochester Meat Company
("Rochester Meat"), an unaffiliated company, pursuant to an Asset Purchase
Agreement (the "Agreement"). The purchase price was $7,950,000, including the
assumption or payment of certain liabilities. The purchase price was paid
$1,500,000 in cash and the issuance of a subordinated note the "Subordinated
Note" due June 30, 2007 in the principal amount of $1,350,000 (as adjusted) with
the balance of the purchase price paid by the assumption of certain liabilities
net of other assets. The Subordinated Note bears interest at 9.5% and is
prepayable under certain conditions. Additionally, the principal balance of the
Subordinated Note may be adjusted downward under certain circumstances.

                                     6 of 10
<PAGE>
         In connection with the transaction with Rochester Meat, the Partnership
was obligated to pay up to $500,000 to Greenaway Consultants, Inc. pursuant to a
consulting agreement. Greenaway Consultants, Inc. acquired the right to such
payment in connection with its provision of management services and financing to
the Partnership. The Partnership and Greenaway Consultants, Inc. agreed to: (i)
a $50,000 payment made in January 2002, (ii) subordinate $300,000 of such
payment to the distribution by the Partnership of $2.00 per limited partner unit
(an aggregate of $2,613,780) and (iii) forgive $150,000 of such payment.
Greenaway Consultants, Inc. is wholly owned by Albert Greenaway. Neither Mr.
Greenaway nor Greenaway Consultants, Inc. owns any interest in the general
partner of the Partnership. The $300,000 obligation to Greenaway Consultants has
not been accrued as a result of its subordination to the partnership.

         Upon completion of the transaction, the Partnership's assets included
the net cash proceeds and the Subordinated Note, subject to the then remaining
obligations to Greenaway Consultants, Inc. and the General Partner, other
closing costs and potential liabilities, if any, associated with pending
litigation with Ameriserve, Inc., a former customer and a major national
distributor of food and related products, which filed for protection under
bankruptcy proceedings in January, 2000. As a debtor in bankruptcy, Ameriserve
claimed that all payments made to creditors during the ninety days prior to the
bankruptcy are preference items, which Ameriserve may recover from its
creditors. As a result, Ameriserve instituted a lawsuit against the Partnership
and other suppliers to recover its estimate of the preference amounts. The
amount sought by Ameriserve in the lawsuit approximated $800,000. The
Partnership filed a response to their motion and entered into a settlement
agreement with Ameriserve in January 2002. Such settlement agreement provided
for a payment by the Partnership of $40,000, which was paid in January 2002 to
settle such claim.

         At September 30, 2002 and December 31, 2001, the Partnership had
1,306,890 Class A limited partnership units issued and outstanding.

         The Partnership records distributions of income and/or return of
capital to the General Partner and Limited Partners when paid. Special transfers
of equity, as determined by the General Partner, from the General Partner to the
Limited Partners are recorded in the period of determinations.

         The accompanying unaudited financial statements have been prepared in
accordance with the instructions of Form 10-Q and therefore do not include all
information and footnotes for a fair presentation of financial position, results
of operations and cash flows in conformity with accounting principles generally
accepted in the United States. While the Partnership believes that the
disclosures presented are adequate to make the information not misleading, it is
suggested that these condensed consolidated financial statements be read in
conjunction with the financial statements and notes included in the
Partnership's most recent annual report for the year ended December 31, 2001. A
summary of the Partnership's significant accounting policies is presented on
page F-5 of the Partnership's most recent annual report. There have been no
material changes in the accounting policies followed by the Partnership during
2002.

         In the opinion of management, the unaudited information includes all
adjustments (all of which are of a normal recurring nature) which are necessary
for a fair presentation of the condensed consolidated financial position of the
Partnership at September 30, 2002 and the condensed consolidated results of its
operations for the three and nine months ending September 30, 2002 and 2001 and
the condensed consolidated cash flows for the nine months ending September 30,
2002 and 2001. Operating results for the period ending September 30, 2002 are
not necessarily indicative of the results that may be expected for the entire
year ending December 31, 2002.

NOTE B - Income Taxes

         The Partnership files an information tax return, the items of income
and expense being allocated to the partners pursuant to the terms of the
Partnership Agreement. Income taxes applicable to the Partnership's results of
operations are the responsibility of the individual partners and have not been
provided for in the accounts of the Partnership.

                                     7 of 10
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

         The Partnership is including the following cautionary statement in this
Report on Form 10Q to make applicable and take advantage of the safe harbor
provision of the Private Securities Litigation Reform Act of 1995 for any
forward looking statements made by, or on behalf of the Partnership.
Forward-looking statements include statements concerning plans, objectives,
goals, strategies, future events or performance and underlying assumptions and
other statements that are other than statements of historical facts. Certain
statements contained herein are forward-looking statements and, accordingly,
involve risk and uncertainties, which could cause actual results to differ
materially from those expressed in the forward-looking statements. The
Partnership's expectations, beliefs and projections are expressed in good faith
and are believed by the Partnership to have reasonable basis, including without
limitation, Management's examination of historical operating trends, data
contained in the Partnership's records, and other data available from third
parties, but there can be no assurance that Management's expectations, beliefs,
or projections would result or be achieved or accomplished. In addition to other
factors and matters discussed elsewhere herein, important factors that, in the
view of the Partnership, could cause actual results to differ materially from
those discussed in the forward-looking statements include demand for Rochester
Meats (as the obligor on the Subordinated Note) products, the ability of
Rochester Meats to obtain widespread market acceptance of its products, the
ability of Rochester Meats to obtain acceptable forms and amounts of financing,
competitive factors, regulatory approvals and developments, economic conditions,
the impact of competition and pricing, and other factors affecting the
Partnership and Rochester Meats' business that is beyond the Partnership's
control. The Partnership has no obligation to update or revise these
forward-looking statements to reflect the occurrence of future events or
circumstances.

         The Partnership was organized as a Limited Partnership with a maximum
operating life of twenty years ending 2007. The source of its capital has been
from the sale of Class A, $10 Limited Partnership units in a public offering
that terminated on November 10, 1989 . Management's discussion and analysis set
forth below should be read in conjunction with the accompanying condensed
consolidated financial statements.

Results of Operations
---------------------

Three and Nine Months ended September 30, 2002 Compared to Three and Nine Months
--------------------------------------------------------------------------------
ended September 30, 2001
------------------------

         The Partnership sold substantially all of its operating assets on
November 11, 2001 and as such, the three and nine months ended September 30,
2002 do not include the sale of meat products or the costs related thereto.

         For the three and nine months ended September 30, 2002, the Partnership
received interest income on the subordinated note receivable and cash
investments and other income aggregating $39,141 and $111,218, respectively and
incurred operating expenses of $40,623 and $119,662, respectively. Such
operating expenses include primarily general and administrative expenses
associated with audit fees, tax return preparation fees and transfer agent fees,
litigating expenses, and other general and administrative expenses.

         The net loss for the three and nine month periods were $(1,482) and
$(8,444), respectively.

         For the three and nine months ended September 30, 2001, the Partnership
was operating a meat processing facility in Versailles, Ohio. Revenues for such
period consisted of sales of meat products of $12,340,036 and $27,988,196,
respectively and interest and other income of $119,144 and $182,413
respectively. The net loss for the three and nine months ended September 30,
2001 was $(5,334,275) and $(5,956,296), respectively, as the result of valuation
reserves and the write-off of goodwill during such periods.

Liquidity and Capital Resources
-------------------------------

         At September 30, 2002, the Partnership had working capital of $202,038
versus working capital of $1,190,647 at December 31, 2001. The Partnership paid
a distribution to limited partners aggregating $980,168 ($0.75 per unit) during
June 2002. Subsequent to the sale of assets to Rochester Meats, the Partnership
has no interest bearing debt outstanding.

                                     8 of 10
<PAGE>
Market Risk
-----------

There have been no significant changes in market risk since December 31, 2001.

PART II.  OTHER INFORMATION


Item 1. Legal Proceeding

         Ameriserve, Inc., a former customer and a major national distributor of
food and related products, filed for protection under bankruptcy proceedings in
January, 2000. As a debtor in bankruptcy, Ameriserve has claimed that all
payments made to creditors during the ninety days prior to the bankruptcy are
preference items, which Ameriserve may recover from its creditors. As a result,
Ameriserve instituted a lawsuit against the Partnership and other suppliers to
recover its estimate of the preference amounts.

         The amount sought by Ameriserve in the lawsuit approximated $800,000.
The Partnership filed a response to their action. In January 2002, the
Partnership entered into a settlement agreement with Ameriserve, which required
a payment of $40,000 by the Partnership. A payment of $40,000 was made in
January 2002 pursuant to the Settlement Agreement.

         In December 2001, following the Sale Transaction, Ameriserve notified
the Partnership that Ameriserve discovered what it believes are overpayments to
the Partnership for prior purchases in the approximate amount of $189,000.
Ameriserve subsequently notified the Partnership that if payment of the alleged
overpayment is not received, Ameriserve will file a lawsuit to collect the
amount allegedly owing. The Partnership investigated the alleged overpayments
and the potential liability, if any, for such alleged overpayments. Subsequent
to the close of the second quarter, the Partnership entered into a settlement
agreement with Ameriserve regarding the alleged overpayment. The settlement
agreement provided for the payment to Ameriserve of $70,000. Such payment was
mailed during the third quarter.

         There are no other material pending or threatened legal proceedings
involving the Partnership, known to either the Partnership or the General
Partner.

Item 2. Change in Securities

               None

Item 3. Defaults upon Senior Securities

               None

Item 4. Submission of Matters to a Vote of Security Holders

               None

Item 5. Other Materially Important Events

               None

Item 6.  Exhibits and Reports on Form 8-K

               a.     Exhibits - None
               b.     Reports on Form 8-K - None


                                     9 of 10
<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 thereunto duly authorized.




                                          WHITEFORD PARTNERS, L.P.


Date:  November 11, 2002                  By    /s/ Kevin T. Gannon
                                                -------------------
                                                Kevin T. Gannon, President
                                                Chief Executive Officer
                                                Chief Financial Officer
                                                Gannon Group, Inc.
                                                General Partner


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