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, 2001

                                       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 Identification No.)
incorporation or organization)


                 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 12, 2001
-------------------------------------     --------------------------------------
Limited Partnership Class A $10 Units                   1,306,890

                         This document contains 11 pages
<PAGE>
                            WHITEFORD PARTNERS, L.P.

                               INDEX TO FORM 10-Q
                  NINE MONTHS ENDED SEPTEMBER 30, 2001 and 2000
                  ---------------------------------------------


                                                                     Page Number

Part I.  FINANCIAL INFORMATION

  Item 1.Financial Statements


     Condensed Consolidated Balance Sheets as of September 30, 2001
         (Unaudited) and December 31, 2000................................3



     Condensed Consolidated Statements of Operations
         for the three months and nine months
         ended September 30, 2001 and 2000 (Unaudited)....................4



     Condensed Consolidated Statements of Cash Flows for the nine
         months ended September 30, 2001 and 2000 (Unaudited).............5


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


  Item 2.Management's Discussion and Analysis of Financial Condition
         and  Results of Operations.......................................7



PART II.  OTHER INFORMATION..............................................10


                                     2 of 11
<PAGE>
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                            WHITEFORD PARTNERS, L.P.
                            ------------------------

<TABLE>
<CAPTION>
                                                                          September 30,   December 31,
                                                                              2001            2000
                                                                           (Unaudited)
                                    ASSETS                                 -----------   ------------
<S>                                                                      <C>             <C>
CURRENT ASSETS:
    Cash and cash equivalents                                            $     59,012    $    329,311
    Accounts receivable: Trade                                              2,268,424       1,061,960
    Inventories:
        Finished product                                                    1,373,346       1,002,319
        Raw materials                                                         574,871         490,015
        Packaging supplies and other                                          989,914       1,009,383
                                                                         ------------    ------------
                                                                            2,938,131       2,501,717
    Prepaid expenses and other assets                                         282,438          67,715
                                                                         ------------    ------------

        TOTAL CURRENT ASSETS                                             $  5,548,005    $  3,960,703

PROPERTY AND EQUIPMENT - net of accumulated depreciation
        of $9,321,073 and $8,540,998 in 2001 and 2000                       6,809,047      10,344,537

OTHER ASSETS - net of amortization                                                  0       2,450,170
                                                                         ------------    ------------

               TOTAL ASSETS                                              $ 12,357,052    $ 16,755,410
                                                                         ============    ============

                        LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES:
    Accounts payable                                                     $  2,901,686    $  1,453,765
    Notes payable and current maturities on long term debt                  3,006,491       2,422,940
    Accrued expenses and other liabilities                                    209,894         330,224
                                                                         ------------    ------------

        TOTAL CURRENT LIABILITIES                                        $  6,118,071    $  4,206,929

LONG-TERM DEBT                                                              3,697,507       4,050,711

PARTNERS' CAPITAL:
    General Partner:
        Capital contributions                                                 132,931         132,931
        Capital transfers to Limited Partners                                (117,800)       (117,800)
        Interest in Partnership net income (loss)                             (49,266)         10,297
        Distributions                                                         (38,171)        (38,171)
                                                                         ------------    ------------
                                                                         $    (72,306)   $    (12,743)
    Limited Partners:
        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 Partnership net income (loss)                          (4,888,450)      1,008,283
        Distributions                                                      (3,786,598)     (3,786,598)
                                                                         ------------    ------------
                                                                         $  2,613,780    $  8,510,513
                                                                         ------------    ------------
           TOTAL PARTNERS' CAPITAL                                       $  2,541,474    $  8,497,770
                                                                         ------------    ------------

               TOTAL LIABILITIES AND PARTNERS' CAPITAL                   $ 12,357,052    $ 16,755,410
                                                                         ============    ============
</TABLE>

                                     3 of 11
<PAGE>
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

<TABLE>
<CAPTION>
                                                    Three Months Ended               Nine Months Ended
                                                       September 30,                   September 30,
                                                ----------------------------    ----------------------------
                                                     2001            2000            2001            2000
                                                ------------    ------------    ------------    ------------
<S>                                             <C>             <C>             <C>             <C>
Revenues
    Sales of meat products                      $ 12,340,036    $  9,204,279    $ 27,988,196    $ 33,479,435
    Interest and other income                        119,144          42,594         182,413         120,368
                                                ------------    ------------    ------------    ------------
                                                $ 12,459,180    $  9,246,873    $ 28,170,609      33,599,803

Costs and Expenses
    Cost of meat products sold                    11,682,109       8,292,446      26,275,737      31,015,724
    Selling and administrative expenses              391,947         408,015       1,157,710       1,280,254
    Depreciation and amortization                    338,171         330,139       1,002,396         985,687
    Interest                                         138,810         185,561         439,065         535,637
    Write Off of Goodwill                          2,354,550               0       2,354,550               0
    Valuation Impairment                           2,887,868               0       2,887,868               0
                                                ------------    ------------    ------------    ------------

        NET (LOSS) INCOME OPERATIONS            $ (5,334,275)   $     30,712    $ (5,946,717)   $   (217,499)
                                                ------------    ------------    ------------    ------------

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

        NET (LOSS)INCOME                          (5,334,275)         30,712      (5,956,296)       (217,499)
                                                ============    ============    ============    ============

Summary of net (loss)income allocated to
    General Partner                             $    (53,343)   $        307    $    (59,563)   $     (2,175)
    Limited Partners                              (5,280,932)         30,405      (5,896,733)       (215,324)
                                                ------------    ------------    ------------    ------------
                                                $ (5,334,275)   $     30,712    $ (5,956,296)   $   (217,499)
                                                ============    ============    ============    ============

Net (loss)income per $10 unit of L.P. Capital   $      (4.04)   $       0.02    $      (4.51)   $      (0.17)
                                                ============    ============    ============    ============

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

                                     4 of 11
<PAGE>
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

<TABLE>
<CAPTION>
                                                                                    Nine Months Ended
                                                                                       September 30,
                                                                                -----------    -----------
                                                                                    2001           2000
<S>                                                                             <C>            <C>
NET CASH USED IN AND PROVIDED BY OPERATING ACTIVITIES                           $  (231,914)   $ 1,615,042
                                                                                -----------    -----------

CASH FLOW USED IN INVESTING ACTIVITIES:
    Purchase of property and equipment                                          $  (293,733)   $  (145,930)
    Proceeds from Disposal of property and equipment                                 25,000              0
                                                                                -----------    -----------

NET CASH USED IN INVESTING ACTIVITIES                                           $  (268,733)   $  (145,930)
                                                                                -----------    -----------

CASH PROVIDED/(USED) IN FINANCING ACTIVITIES:
    Proceeds from notes payable                                                 $   693,000    $ 1,798,229
    Payments on notes payable                                                      (462,652)    (3,247,589)
    Distributions to Limited and General Partners                                         0              0
                                                                                ----------     -----------

NET CASH PROVIDED BY/(USED) IN FINANCING ACTIVITIES                             $   230,348    $(1,449,360)
                                                                                -----------    -----------

(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS                                $  (270,299)   $    19,752

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                    329,311        281,216
                                                                                -----------    -----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                      $    59,012    $   300,968
                                                                                ===========    ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    Cash paid during the period for:
        Interest (excluding amount capitalized to fixed assets and inventory)   $   455,369    $   531,620
                                                                                ===========    ===========
</TABLE>

                                     5 of 11
<PAGE>
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            WHITEFORD PARTNERS, L.P.
                               September 30, 2001
                                   (Unaudited)
                                   -----------

NOTE A -  ORGANIZATION, BUSINESS AND ACQUISITIONS

Whiteford Partners, L.P., (the Partnership), formerly Granada Foods, L.P., was
formed on June 30, 1987, as a Delaware limited partnership. Prior to May 4,
1992, the Partnership consisted of a General Partner, Granada Management
Corporation, (Granada), and the Limited Partners. On May 4, 1992, Granada
assigned its sole general partner interest in the Partnership to Gannon Group,
Inc. and the Partnership was renamed Whiteford Partners, L.P.

At September 30, 2001 and December 31, 2000 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 in the Partnership's most
recent annual report for the year ended December 31, 2000. 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 2001.

In the opinion of management, the unaudited information includes all adjustments
(consisting of normal accruals) which are necessary for a fair presentation of
the condensed consolidated financial position of the Partnership at September
30, 2001 and the condensed consolidated results of its operations for the three
and nine months ending September 30, 2001 and 2000 and the condensed
consolidated cash flows for the nine months ending September 30, 2001 and 2000.
Operating results for the period ended September 30, 2001, are not necessarily
indicative of the results that may be expected for the entire year ending
December 31, 2001.

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.

NOTE C - SUBSEQUENT EVENT

The Partnership has entered into a Letter of Intent with an affiliate of
Rochester Meat Company ("Rochester Meat"), an unaffiliated company, for the
purchase of the assets of the Partnership. Pursuant to the Letter of Intent, the
purchase price is $7,950,000, including the assumption or payment of certain
liabilities, subject to adjustments through the closing date. The purchase price
at closing will be 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
$1,750,000, subject to adjustment at closing, with the balance of the purchase
price paid by the assumption of certain liabilities net of other assets. The
Subordinated Note shall bear 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.

In connection with the transaction with Rochester Meat, the Partnership is
obligated to pay up to $500,000 to Greenaway Consultants, Inc. pursuant to the
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. have agreed to:
(i) defer $50,000 of such payment until December 15, 2001, (ii) subordinate

                                     6 of 11
<PAGE>
$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 a wholly owned subsidiary of Albert
Greenaway. Neither Mr. Greenaway nor Greenaway Consultants, Inc. owns any
interest in the general partner of the Partnership.

Based upon the purchase price of $7,950,000, expected adjustments, transaction
costs and the payments due to Greenaway Consultants, Inc., the Partnership has
recorded a valuation impairment of $2,887,868 and a write off of goodwill of
$2,354,550, resulting in a limited partner capital balance of $2,613,780 or a
$2.00 per limited partnership unit outstanding.

Although there can be no assurance that the Partnership and Rochester Meat will
consummate the transaction contemplated herein, the Partnership anticipates that
a transaction will close prior to December 5, 2001. Upon completion of the
transaction, the Partnerships assets will include the net cash proceeds and the
Subordinated Note, subject to the then remaining obligations to Greenaway
Consultants, Inc., other closing costs and potential liabilities, if any,
associated with the Ameriserve litigation, described under legal proceedings.
The Partnership is considering the contribution of the net assets of the
Partnership to a liquidating trust, which will defend or settle the Ameriserve,
Inc. litigation, then collect the Subordinated Note and pay excess amounts to
the limited partners and Greenaway Consultants, Inc. as available.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The Statements contained in this discussion and elsewhere in this report are not
historical facts but are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These forwarding-looking statements are based on current
expectations, estimates and projections about the industry and markets in which
the Partnership operates, management's beliefs and assumptions made by
management. Words such as "expects," "intends," "plans," "seeks," "estimates,"
and variations of such words and similar expressions are intended to identify
such forward-looking statements. Such forward-looking statements are not
guarantees of future performance and involve risks and uncertainties.

Therefore, actual outcomes and results may differ materially from what is
expressed or suggested by such forward-looking statements. The Partnership
undertakes no obligation to update publicly and forward-looking statements,
whether as a result of new information, future events or otherwise. The
Partnership's operating results depend primarily on income from the sale of meat
products, which may be affected by various factors, including changes in
national and local economic conditions, competitive market conditions,
uncertainties and costs related to and the imposition of conditions on receipt
of governmental approvals and costs of material and labor, all of which may
cause actual results to differ materially from what is expressed herein. Capital
and credit market conditions, which affect the Partnership's cost of capital,
also influence operating results.

Management's discussion and analysis set forth below should be read in
conjunction with the accompanying condensed consolidated financial statements.

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

Three months ended September 30, 2001 Compared to Three Months ended
September 30, 2000
------------------

Revenues for the three months ended September 30, 2001 were $12,459,180 versus
$9,246,873 for the comparable period in 2000, an increase of 34.7%. During the
2001 period 11,210,034 pounds of meat products were sold versus 9,188,036 pounds
during the 2000 period. The increase in sales of meat products sold is primarily
attributable to an increase in orders by customers.

Costs of meat products sold for the three months ended September 30, 2001 were
$11,682,109 versus $8,292,446 for the comparable period ended September 30,
2000, an increase of 40.9%. The increase in the costs is primarily attributable
to the increase in pounds produced and sold.

Gross margins on sales were 6.2% for the three months ended September 30, 2001
and 10.3% for the comparable period in 2000. The decrease in gross margins is
attributable to the semi-variable nature of certain costs of meat products sold
such as labor, packaging and utilities.

                                     7 of 11
<PAGE>
Selling and administrative expenses were $391,947 for the 2001 period versus
$408,015 for the 2000 period. Selling and administration expenses represented
3.1% of revenue for the three months ended September 30, 2001 and 4.4% the
period ended September 30, 2000.

Depreciation and amortization expense for the three months ended September 30,
2001 was $338,171 versus $330,139 for the same period in 2000, an increase of
2.4%.

Interest expense for the three months ended September 30, 2001 was $138,810
versus interest expense of $185,561 for the same period in 2000. This decrease
of $46,751 primarily relates to the average debt balance outstanding and lower
interest rates.

A net loss before the write off of goodwill and a valuation reserve was $91,857
in the 2001 period compared to net income of $30,712 in the comparable period in
2000.

The Partnership recorded a valuation reserve and write off of goodwill in the
aggregate amount of $5,242,418 for the period ended September 30, 2001, based
upon the Partnership's estimate of the amounts to be recovered upon liquidation
of the operating business of the Partnership. (See Subsequent Events Footnote
Below.)


Nine months ended September 30, 2001 Compared to Nine Months ended
September 30, 2000
------------------

Revenues for the nine months ended September 30, 2001 were $28,170,609 versus
$33,599,803 for the comparable period in 2000, a decrease of 16.2%. During the
2001 period 25,376,281 pounds of meat products were sold versus 33,128,282
pounds during the 2000 period. The decrease in sales of meat products sold is
primarily attributable to a reduction in orders by customers.

Costs of meat products sold for the nine months ended September 30, 2001 were
$26,275,737 versus $31,015,724 for the comparable period ended September 30,
2000, a decrease of 15.3%. The decrease in the costs is primarily attributable
to a decline in pounds produced and sold.

Gross margins on sales were 6.7% for the nine months ended September 30, 2001
and 7.7% for the comparable period in 2000. The decrease in gross margins is
attributable to the semi-variable nature of certain costs of meat products sold
such as labor, packaging and utilities.

Selling and administrative expenses were $1,157,710 for the 2001 period versus
$1,280,254 for the 2000 period. Selling and administration expenses represented
4.1% of revenue for the nine months ended September 30, 2001 and 3.8% the period
ended September 30, 2000.

Depreciation and amortization expense for the nine months ended September 30,
2001 was $1,002,396 versus $985,687 for the same period in 2000, an increase of
1.7%.

Interest expense for the nine months ended September 30, 2001 was $439,065
versus interest expense of $535,637 for the same period in 2000. This decrease
of $96,572 primarily relates to the average debt balance outstanding and lower
interest rates.

A net loss of $704,299, before the write off of goodwill and a valuation reserve
as more fully described below, was realized in the 2001 period compared to net
operating loss of $217,499 in the comparable period in 2000.


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

At September 30, 2001 the Partnership had a negative working capital of $570,066
versus a negative working capital of $246,226 at December 31, 2000.

Cash used from operating activities was $231,914 in 2001 versus cash provided by
operating activities was $1,615,042 in the 2000 period.

                                     8 of 11
<PAGE>
Cash used in investing activities was $268,733 in 2001 as compared to $145,930
in 2000.

The Partnership provided $230,348 from financing activities during 2001. For the
comparable period in 2000, the Partnership used $1,449,360.

Whiteford's working capital and equipment requirements are primarily met by (a)
a revolving credit agreement with Whiteford's principal lender in the maximum
amount of $2,500,000 (with $2,499,071 outstanding at September 30, 2001), (the
"Principal Revolver"); (b) a term credit facility of $3,177,804, (with
$3,034,007 outstanding at September 30, 2001)(the " Term A Loan"); (c) a term
credit facility of $574,605, (with $218,897 outstanding at September 30, 2001)
(the " Term B Loan"); and (d) a term credit facility of $1,000,000, (with
$868,000 outstanding at September 30, 2001) (the "Term C Loan"), (collectively,
the "Loans"). During 2000, the Partnership amended its Credit Agreement with the
Bank.

The Principal Revolver bears an interest rate of prime plus 2%. The Term A Loan
bears an interest rate of prime plus 1%. The Term B Loan bears interest of the
Euro-Rate plus 3%. The Term C Loan bears an interest rate of prime plus 2%. The
Loans require the Partnership to meet certain financial covenants and restrict
the ability of the Partnership to make distributions to Limited Partners without
the consent of the principal lender. The Loans are secured by real property,
fixed assets, equipment, inventory, receivables and intangibles of the
Partnership.

The Partnership's 2001 capital budget calls for the expenditure of $200,000 for
building, plant and equipment modifications and additions. The General Partner
believes Whiteford's is in compliance with environmental protection laws and
regulations, and does not anticipate making additional capital expenditures for
such compliance in 2001. Such amounts are expected to be funded by internally
generated cash flow. The General Partner believes that the above credit
facilities along with cash flow from operations will be sufficient to meet the
Partnership's working capital and credit requirements for 2001.

The nature of the Partnership's business activities (primarily meat processing)
are such that should annual inflation rates increase materially in the
foreseeable future, the Partnership would experience increased costs for
personnel and raw materials; however, it is believed that increased costs could
substantially be passed on in the sales price of its products.


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

There have been no significant changes in market risk since December 31, 2000.

Subsequent Event
----------------

The Partnership has entered into a Letter of Intent with an affiliate of
Rochester Meat Company ("Rochester Meat"), an unaffiliated company, for the
purchase of the assets of the Partnership. Pursuant to the Letter of Intent, the
purchase price is $7,950,000, including the assumption or payment of certain
liabilities, subject to adjustments through the closing date. The purchase price
at closing will be 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
$1,750,000, subject to adjustment at closing, with the balance of the purchase
price paid by the assumption of certain liabilities net of other assets. The
Subordinated Note shall bear 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.

In connection with the transaction with Rochester Meat, the Partnership is
obligated to pay up to $500,000 to Greenaway Consultants, Inc. pursuant to the
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. have agreed to:
(i) defer $50,000 of such payment until December 15, 2001, (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 a wholly owned subsidiary of Albert
Greenaway. Neither Mr. Greenaway nor Greenaway Consultants, Inc. owns any
interest in the general partner of the Partnership.

Based upon the purchase price of $7,950,000, expected adjustments, transaction
costs and the payments due to Greenaway Consultants, Inc., the Partnership has
recorded a valuation impairment of $2,887,868 and a write off of goodwill of
$2,354,550, resulting in a limited partner capital balance of $2,613,780 or a
$2.00 per limited partnership unit outstanding.

                                     9 of 11
<PAGE>
Although there can be no assurance that the Partnership and Rochester Meat will
consummate the transaction contemplated herein, the Partnership anticipates that
a transaction will close prior to December 5, 2001. Upon completion of the
transaction, the Partnerships assets will include the net cash proceeds and the
Subordinated Note, subject to the then remaining obligations to Greenaway
Consultants, Inc., other closing costs and potential liabilities, if any,
associated with the Ameriserve litigation, described under legal proceedings.
The Partnership is considering the contribution of the net assets of the
Partnership to a liquidating trust, which will defend or settle the Ameriserve,
Inc. litigation, then collect the Subordinated Note and pay excess amounts to
the limited partners and Greenaway Consultants, Inc. as available.



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 has
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 approximates $800,000. The
Partnership has filed a response to their action but is unable to estimate the
amount, if any, which it will ultimately be required to repay to Ameriserve by
the court in the Ameriserve bankruptcy court action. The Partnership has not
recorded a reserve in connection with the Ameriserve action. The Partnership has
agreed to escrow proceeds from the sale of its assets to defend or satisfy the
Ameriserve potential claims until such claims are settled or otherwise
compromised.

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


                                    10 of 11
<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 12, 2001                         By  /s/ Kevin T. Gannon
                                                    -------------------------
                                                    Kevin T. Gannon, Chairman
                                                    Chief Financial Officer
                                                    Gannon Group, Inc.
                                                    General Partner




                                    11 of 11
<PAGE>


                            WHITEFORD PARTNERS, L.P.



                            THIRD QUARTER REPORT 2001