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 June 30, 2005

                                       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 August 12, 2005
------------------------------------
Limited Partnership Class A $10 Units                    1,306,890


                         This document contains 11 pages

<Page>
                            WHITEFORD PARTNERS, L.P.

                               INDEX TO FORM 10-Q
                     SIX MONTHS ENDED JUNE 30, 2005 and 2004
--------------------------------------------------------------------------------

                                                                     Page Number

Part I.  FINANCIAL INFORMATION

        Item 1.Financial Statements


           Condensed Consolidated Balance Sheets as of June 30, 2005
               (Unaudited) and December 31, 2004 ............................  3



           Condensed Consolidated Statements of Operations for the three
               and six months ended June 30, 2005 and 2004 (Unaudited)........ 4



           Condensed Consolidated Statements of Cash Flows for the six
               months ended June 30, 2005 and 2004 (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

        Item 3.  Quantitative and Qualitative Discussions About  Market Risk...9

        Item 4.  Controls and Procedures.......................................9


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

        Item 1.  Legal Proceeding..............................................9

        Item 2.  Change in Securities..........................................9

        Item 3.  Defaults Upon Senior Securities...............................9

        Item 4.  Submission of Matters to a Vote of Security Holders...........9

        Item 5.  Other Materially Important Events............................10

        Item 6.  Exhibits and Reports on Form 8-K.............................10

        Signatures    ........................................................11

        Exhibit 31.0

        Exhibit 32.0

                                    2 of 11
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                            Whiteford Partners, L.P.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                        June 30,    December 31,
                                                         2005           2004
                                                         ----           ----
ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                        $    443,240    $    427,675
   Interest Receivable                                    10,688          10,688
                                                    ------------    ------------

             TOTAL CURRENT ASSETS                        453,928         438,363

SUBORDINATED NOTE RECEIVABLE (Net)                     1,000,000       1,350,000
                                                    ------------    ------------

             TOTAL ASSETS                           $  1,453,928    $  1,788,363
                                                    ============    ============

LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES:
   Accrued expenses and other liabilities          $     31,544    $     43,152
                                                   ------------    ------------

          TOTAL CURRENT LIABILITIES                      31,544          43,152
   Subordinated consulting fee payable                        0         183,903

PARTNERS' CAPITAL:
   General Partner:
      Capital contributions                             132,931         132,931
      Capital transfers to Limited Partners            (117,800)       (117,800)
      Interest in net (loss)                            (50,656)        (49,266)
      Distributions                                     (38,171)        (38,171)
                                                   ------------    ------------
                                                        (73,696)        (72,306)
                                                   ------------    ------------
Class A Limited Partners:
   Capital contributions, net of organization and
       Offering costs of $2,010,082                  11,172,274      11,172,274
   Capital transfers from the General Partner           116,554         116,554
   Interest in net (loss)                            (5,025,982)     (4,888,448)
   Distributions                                     (4,766,766)     (4,766,766)
                                                   ------------    ------------
                                                      1,496,080       1,633,614
                                                   ------------    ------------
          TOTAL PARTNERS' CAPITAL                     1,422,384       1,561,308
                                                   ------------    ------------

          TOTAL LIABILITIES AND PARTNERS' CAPITAL  $  1,453,928    $  1,788,363
                                                   ============    ============

                 See notes to consolidated financial statements.
Note: The Condensed Balance Sheet at December 31, 2004, has been taken from the
audited financial statements at such date.

                                    3 of 11
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                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

<Table>
<Caption>
                                                    Three Months Ended            Six Months Ended
                                                         June 30,                     June 30,
                                                --------------------------------------------------------
                                                    2005           2004           2005          2004
                                                    ----           ----           ----          ----
<S>                                             <C>            <C>            <C>            <C>
Revenues
    Interest and other income                   $    34,401    $    32,294    $    67,839    $    64,920
                                                -----------    -----------    -----------    -----------
                                                     34,401         32,294         67,839         64,920

Costs and Expenses
    Selling and administrative expenses             (11,343)       (32,294)       (40,666)       (64,920)
    Change in Estimate on:
           Subordinated consulting fee              188,018           --          183,903           --
           Subordinated note receivable            (350,000)          --         (350,000)          --
                                                -----------    -----------    -----------    -----------

        NET INCOME OPERATIONS                   $  (138,924)   $         0    $  (138,924)   $         0
                                                ===========    ===========    ===========    ===========


Summary of net income allocated to:
    General Partner                             $    (1,390)   $         0    $    (1,390)   $         0
    Limited Partners                               (137,534)             0       (137,534)   $         0
                                                -----------    -----------    -----------    -----------
                                                $  (138,924)   $         0    $  (138,924)   $         0
                                                ===========    ===========    ===========    ===========

Net income per $10 unit of L.P. Capital         $     (0.11)   $      0.00    $     (0.11)   $      0.00
                                                ===========    ===========    ===========    ===========

Weighted average units issued and outstanding     1,306,890      1,306,890      1,306,890      1,306,890
                                                ===========    ===========    ===========    ===========
</Table>



                                    4 of 11
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                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

                                                             Six Months Ended
                                                                 June 30,
                                                          ---------------------
                                                               2005      2004
                                                               ----      ----


NET CASH PROVIDED BY OPERATING ACTIVITIES                 $   15,565$    22,217
                                                              -------   -------

CASH PROVIDED/(USED) IN FINANCING ACTIVITIES:
    Distributions to Limited and General Partners                   0         0
                                                              -------   -------

NET CASH PROVIDED/(USED) IN FINANCING ACTIVITIES                    0         0
                                                              -------   -------

INCREASE IN CASH AND CASH EQUIVALENTS                           5,565    22,217

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD              427,675   348,296
                                                              -------   -------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                $   443.240 $ 370,513
                                                              =======   =======




                                    5 of 11


<Page>
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            WHITEFORD PARTNERS, L.P.
                                  June 30, 2005
                                   (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 Whiteford Food Products Inc., a wholly owned subsidiary of
JNR Corporation, an unaffiliated company. 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 is guaranteed on
a subordinated basis by Rochester Meat Company, another wholly owned subsidiary
of JNR Corporation. 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.

On August 3, 2005, Whiteford Food Products, Inc. noticed its employees of the
possibility of the closure of its facility in Versailles, Ohio, due to losses
arising from the processing activities at that facility. U.S. Bank, the lender
to Whiteford Food Products, Inc. and Rochester Meat Company, have declared a
default under the loans to Whiteford Food Products, Inc., which the General
Partner anticipates will result in the suspension of payments on the
Subordinated Note Receivable to the Partnership. The next interest payment under
the Subordinated Note Receivable is due on or about August 15, 2005. A default
to U.S. Bank is a default under the Subordinated Note Receivable due to the
Partnership. As of June 30, 2005, the General Partner has assessed the financial
impact of such matter on the financial condition of the Partnership and has
established a reserve equal to $350,000 relating to collectibility of the
Subordinated Note Receivable. The events of August 3, 2005 supported the General
Partner's analysis of the collectibility of the Subordinated Note Receivables at
June 30, 2005.

                                    6 of 11
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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. Based upon the General Partner's estimate of the
value of Subordinated Note Receivable, the General Partner has revised its
estimate of amounts due Greenaway Consultants Inc. to $0 and has reversed
amounts previously accrued.

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, 2004. 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
2005.

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 June 30, 2005 and the condensed consolidated results of its operations for
the three months and six months ending June 30, 2005 and 2004 and the condensed
consolidated cash flows for the six months ending June 30, 2005, and 2004.
Operating results for the period ending June 30, 2005 are not necessarily
indicative of the results that may be expected for the entire year ending
December 31, 2005.

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 11

<Page>
ITEM 2. 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 Whiteford Food Products Inc. and Rochester Meat
Company (as the obligor or guarantor on the Subordinated Note) products, the
ability of such companies to obtain widespread market acceptance of its
products, the ability of such companies 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 such companies 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 Six Months ended June 30, 2005 Compared to Three and Six Months Ended
-------------------------------------------------------------------------------
June 30, 2004
-------------

The Partnership sold substantially all of its operating assets on November 11,
2001. For the three and six months ended June 30, 2005, the Partnership received
net interest issued on the subordinated note and cash balances aggregating
$34,401 and $67,839, respectively, and incurred operating expenses of $11,343
and $40,666, respectively. Such operating expenses include general and
administrative expenses associated with audit fees, tax return preparation fees,
and transfer agent fees. In addition, the Partnership recorded a reserve on the
Subordinated Note Receivable in the amount of $350,000 and reversed an accrual
of subordinated consulting fees payable of $188,018 and $183,903 during the
three-month and six-month ended June 30, 2005, respectively.

For the three and six months ended June 30, 2004, the Partnership received
interest income on the subordinated note receivable and cash investments
aggregating $32,294 and $64,920, respectively, and incurred operating expenses
of $32,294 and $64,920 respectively. Such operating expenses include primarily
general and administrative expenses associated with audit fees, tax return
preparation fees accrued of subordinated consulting fee to Greenaway Consultants
Inc. and transfer agent fees.

The net loss for the three and six month periods in 2005 were $138,924 and
$138,924, respectively versus $0 and $0 for the three month and six month
periods in 2004, respectively.

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

At June 30, 2005, the Partnership had working capital of $422,384 versus working
capital of $395,211 at December 31, 2004. Subsequent to the sale of assets to
Rochester Meats, the Partnership has no interest bearing debt outstanding.

                                    8 of 11
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ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Market Risk
-----------

The default by Whiteford Food Products Inc. on its obligations to U.S. Bank as
the result of its losses in the meat business presents a significant risk to the
Partnership. Whiteford Food Products Inc. is primarily liable on the
Subordinated Note receivable held by the Partnership.

ITEM 4.  CONTROLS AND PROCEDURES

As of the end of the period covered by this quarterly report, an evaluation was
performed by the Chairman of the General Partner of the effectiveness of the
design and operation of the Company's disclosure controls and procedures. Based
on that evaluation, the Company's management concluded that the Company's
disclosure controls and procedures were effective as of June 30, 2005. There
have been no material changes in the Company's disclosure controls and
procedures during the quarter ended June 30, 2005.


PART II.  OTHER INFORMATION

Item 1. Legal Proceeding

There are no 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

On April 3, 2005, Whiteford Food Products, Inc. noticed its employees of the
possibility of the closure of its facility in Versailles, Ohio, due to losses
arising from the processing activities at that facility. U.S. Bank, the lender
to Whiteford Food Products, Inc. and Rochester Meat Company, have declared a
default under the loans to Whiteford Food Products, Inc., which the General
partner anticipates will result in the suspension of payments to the
Partnership. The next interest payment under the Subordinated Note Receivable is
due on or about August 15, 2005. A default to U.S. Bank is a default under the
Subordinated Note Receivable due to the Partnership. As of June 30, 2005, the
General Partner has assessed the financial impact of such matter on the
financial condition of the Partnership and has established a reserve equal to
$350,000 relating to collectibility of the Subordinated Note Receivable. The
events of August 3, 2005 supported the General Partners analysis of the
collectibility of the Subordinated Note Receivable at June 30, 2005.
Additionally, the General Partner has reduced its estimate of amounts payable to
Greenaway Consultants Inc. to zero as no amount would be payable if the
collectibility of the Subordinated Note Receivable is so impaired.

                                    9 of 11
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Item 6.  Exhibits and Reports on Form 8-K

(a) Exhibits:

Exhibit
Number      Description
------      -----------

 31.0       CEO certification pursuant to Section 302 of Sarbanes - Oxley Act of
            2002.

 32.0       CEO and CFO certification pursuant to 18 U.S.C. Section 1350, as
            adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002.


 (b)    Reports on Form 8-K
           A report on form 8K was filed on August 3, 2005.





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<Page>
                                   SIGNATURES


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




                                     WHITEFORD PARTNERS, L.P.


Date   August 12, 2005               By /s/ Kevin T. Gannon
                                        -------------------------------
                                        Kevin T. Gannon, Chairman, President,
                                        Chief Executive Officer and
                                        Chief Financial Officer of
                                        Gannon Group, Inc. its
                                        General Partner





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