<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


(Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         FOR THE 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                  333-66221
                                                  -------------------------

<TABLE>


<S>                                                                  <C>
                   R.A.B. HOLDINGS, INC.                                              R.A.B. ENTERPRISES, INC.
-------------------------------------------------------------        -----------------------------------------------------------
(Exact name of registrant as specified in its charter)               (Exact name of registrant as specified in its charter)

                          DELAWARE                                                           DELAWARE
-------------------------------------------------------------       ------------------------------------------------------------
              (State or other jurisdiction of                                     (State or other jurisdiction of
               incorporation or organization)                                     incorporation or organization)

                         13-3893246                                                         13-3988873
-------------------------------------------------------------       ------------------------------------------------------------
            (I.R.S. Employer identification No.)                               (I.R.S. Employer identification No.)

444 Madison Avenue, New York, New York                                                                   10022
-------------------------------------------------------------       ----------------------------------------------------------------
                (Address of principal executive offices)                                             (Zip Code)

</TABLE>

Registrant's telephone number, including area code (212) 688-4500
                                                  ---------------

                                      N/A
-------------------------------------------------------------------------------
(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
                                        ---         ---


<PAGE>



                     R.A.B. HOLDINGS, INC. AND SUBSIDIARIES
                    R.A.B. ENTERPRISES, INC. AND SUBSIDIARIES

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>


                                                                                                  Page
                                                                                                 Number
                                                                                                 -------
<S>            <C>                                                                               <C>
PART I.        FINANCIAL INFORMATION

  Item 1.      Financial Statements


              Condensed Consolidated Balance Sheets - September 30, 2001 and
               March 31, 2001                                                                        1

              Condensed Consolidated Statements of Operations - Three months ended
               September 30, 2001 and 2000                                                           2

              Condensed Consolidated Statements of Operations - Six months ended
               September 30, 2001 and 2000                                                           3

              Condensed Consolidated Statements of Cash Flows - Six months ended
               September 30, 2001 and 2000                                                           4

              Notes to Condensed Consolidated Financial Statements                                 5-8


  Item 2.     Management's Discussion and Analysis of Financial Condition and
               Results of Operations                                                              9-12

  Item 3.     Quantitative and Qualitative Disclosures About Market Risk                            13

PART II.      OTHER INFORMATION

  Item 6.     Exhibits and Reports on Form 8-K                                                      14

SIGNATURES                                                                                          15

</TABLE>



<PAGE>

PART I.      FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

R.A.B. HOLDINGS, INC. AND SUBSIDIARIES
R.A.B. ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands except for share and per share data)
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                    September 30, 2001                March 31, 2001
                                                                 -------------------------       -------------------------
                                                                  Holdings     Enterprises        Holdings     Enterprises
                                                                 ---------     -----------       ---------     -----------
<S>                                                              <C>           <C>               <C>           <C>
                               ASSETS

Current assets:
  Cash                                                           $   2,770       $   2,760       $   9,522       $   9,520
  Accounts receivable                                               38,856          38,856          53,048          53,048
  Inventories                                                       70,839          70,839          72,555          72,555
  Restricted investments                                                 -               -           1,629               -
  Other current assets                                              15,298          15,762          12,429          14,363
                                                                 ---------       ---------       ---------       ---------
Total current assets                                               127,763         128,217         149,183         149,486
                                                                 ---------       ---------       ---------       ---------
Noncurrent assets:
  Other assets                                                       4,812           3,981          12,365          11,455
Property, plant and equipment, net                                  31,734          31,734          32,629          32,629
Intangibles, net                                                   116,348         116,348         118,458         118,458
                                                                 ---------       ---------       ---------       ---------

Total assets                                                     $ 280,657       $ 280,280       $ 312,635       $ 312,028
                                                                 =========       =========       =========       =========

                LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current maturities of long-term debt                           $   2,521       $   2,521       $   1,866       $   1,866
  Accounts payable                                                  51,535          51,535          47,090          47,090
  Other current liabilities                                         22,509          21,155          23,917          23,393
                                                                 ---------       ---------       ---------       ---------
Total current liabilities                                           76,565          75,211          72,873          72,349
                                                                 ---------       ---------       ---------       ---------
Noncurrent liabilities:
  Long-term debt                                                   175,093         150,093         203,107         178,107
  Other liabilities                                                 23,498          23,498          23,999          23,999
                                                                 ---------       ---------       ---------       ---------
Total noncurrent liabilities                                       198,591         173,591         227,106         202,106
                                                                 ---------       ---------       ---------       ---------
Stockholders' equity:
Preferred stock, $500 par value, 100,000 shares authorized,
  24,875 shares of Series A issued and outstanding                  12,344               -          12,344               -
  1,000 shares of Series B issued and outstanding                      500               -             500               -
Common stock, $.01 and $1.00 par value, 1,000,000 shares
  and 200 shares authorized, issued 105,100 shares and
  200 shares                                                             1               -               1               -
Additional paid-in capital                                             403          39,482             436          39,482
Retained earnings (deficit)                                         (6,846)         (7,112)            323            (963)
Accumulated other comprehensive loss                                  (892)           (892)           (946)           (946)
                                                                 ---------       ---------       ---------       ---------
                                                                     5,510          31,478          12,658          37,573
Less common stock in treasury - 3,200 shares and
  2,000 shares, respectively                                             9               -               2               -
                                                                 ---------       ---------       ---------       ---------
        Total stockholders' equity                                   5,501          31,478          12,656          37,573
                                                                 ---------       ---------       ---------       ---------

Total liabilities and stockholders' equity                       $ 280,657       $ 280,280       $ 312,635       $ 312,028
                                                                 =========       =========       =========       =========


</TABLE>

      See notes to Condensed Consolidated Financial Statements


                                       -1-

<PAGE>


R.A.B. HOLDINGS, INC. AND SUBSIDIARIES
R.A.B. ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>


                                                     Three Months Ended             Three Months Ended
                                                     September 30, 2001            September 30, 2000
                                                 -------------------------       --------------------------
                                                  Holdings     Enterprises        Holdings      Enterprises
                                                 ---------     -----------       ---------      -----------
<S>                                              <C>           <C>               <C>            <C>
Revenues                                         $ 133,450       $ 133,450       $ 154,522       $ 154,522

Costs and expenses:
       Cost of sales                               100,286         100,286         117,253         117,253
       Selling                                      12,740          12,740          14,023          14,023
       Distribution and warehousing                 13,291          13,291          14,719          14,719
       General and administrative                    7,140           7,129           7,925           7,921
       Amortization of intangibles                   1,051           1,051           1,015           1,015
                                                 ---------       ---------       ---------       ---------

                   Total costs and expenses        134,508         134,497         154,935         154,931
                                                 ---------       ---------       ---------       ---------


Operating loss                                      (1,058)         (1,047)           (413)           (409)

Interest expense, net                                4,858           4,045           4,790           4,024
                                                 ---------       ---------       ---------       ---------


Loss before benefit for income taxes                (5,916)         (5,092)         (5,203)         (4,433)

Benefit for income taxes                            (2,288)         (1,963)         (1,885)         (1,572)
                                                 ---------       ---------       ---------       ---------

Net Loss                                         $  (3,628)      $  (3,129)      $  (3,318)      $  (2,861)
                                                 =========       =========       =========       =========

</TABLE>


                 See notes to Condensed Consolidated Financial Statements


                                      -2-


<PAGE>


R.A.B. HOLDINGS, INC. AND SUBSIDIARIES
R.A.B. ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>


                                                              Six Months Ended                Six Months Ended
                                                             September 30, 2001               September 30, 2000
                                                         --------------------------      ---------------------------
                                                          Holdings      Enterprises       Holdings      Enterprises
                                                         ---------      -----------      ---------      ------------
<S>                                                      <C>            <C>              <C>            <C>
Revenues                                                 $ 272,755       $ 272,755       $ 311,730       $ 311,730

Costs and expenses:
       Cost of sales                                       203,590         203,590         236,219         236,219
       Selling                                              27,261          27,261          29,237          29,237
       Distribution and warehousing                         27,605          27,605          29,023          29,023
       General and administrative                           13,795          13,781          15,262          15,255
       Amortization of intangibles                           2,110           2,110           1,979           1,979
                                                         ---------       ---------       ---------       ---------

                   Total costs and expenses                274,361         274,347         311,720         311,713
                                                         ---------       ---------       ---------       ---------


Operating (loss) income                                     (1,606)         (1,592)             10              17

Interest expense, net                                        9,828           8,155           9,682           8,133
                                                         ---------       ---------       ---------       ---------


Loss before benefit for income taxes                       (11,434)         (9,747)         (9,672)         (8,116)

Benefit for income taxes                                    (4,265)         (3,598)         (3,547)         (2,922)
                                                         ---------       ---------       ---------       ---------

Loss before extraordinary item                              (7,169)         (6,149)         (6,125)         (5,194)

Extraordinary gain on early extinguishment of debt,
       net of income taxes of $2.1 million                       -               -           3,194           3,194
                                                         ---------       ---------       ---------       ---------

Net loss                                                 $  (7,169)      $  (6,149)      $  (2,931)      $  (2,000)
                                                         =========       =========       =========       =========


</TABLE>



               See notes to Condensed Consolidated Financial Statements

                                    -3-


<PAGE>


R.A.B. HOLDINGS, INC. AND SUBSIDIARIES
R.A.B. ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                  Six Months Ended             Six Months Ended
                                                                 September 30, 2001           September 30, 2000
                                                             --------------------------    -------------------------
                                                              Holdings     Enterprises      Holdings    Enterprises
                                                             ---------    -------------    ---------   -------------
<S>                                                          <C>          <C>              <C>         <C>
Cash flows from operating activities:
  Net loss                                                   $ (7,169)      $ (6,149)      $ (2,931)      $ (2,000)
  Adjustments to reconcile net loss to net
   cash provided by (used in) operating activities:
    Extraordinary gain on early extinguishment of debt,
     net of income taxes                                            -              -         (3,194)        (3,194)
    Depreciation and amortization                               5,252          5,203          5,422          5,369
  Changes in assets and liabilities:
    Accounts receivable                                        14,192         14,192         20,163         20,163
    Inventories                                                 1,716          1,716         (4,754)        (4,754)
    Accounts payable                                            4,445          4,445         (3,602)        (3,602)
    Other assets and liabilities                                2,274          2,880        (10,531)        (9,812)
                                                             --------       --------       --------       --------

Net cash provided by operating activities                      20,710         22,287            573          2,170
                                                             --------       --------       --------       --------

Cash flows from investing activities:
  Purchase of Miller Buckeye Biscuit Company, Inc.,
   net of cash acquired                                             -              -        (17,567)       (17,567)
  Acquisitions of plant and equipment                          (1,688)        (1,688)          (980)          (980)
                                                             --------       --------       --------       --------

Net cash used in investing activities                          (1,688)        (1,688)       (18,547)       (18,547)
                                                             --------       --------       --------       --------

Cash flows from financing activities:
  Purchase of senior notes                                          -              -        (12,979)       (12,979)
  Payments from Interest Escrow Account                         1,625              -          1,625              -
  (Repayments) borrowings under Credit Agreement              (27,359)       (27,359)        26,400         26,400
  Proceeds from issuance and repurchase of common stock           (40)             -            (42)             -
                                                             --------       --------       --------       --------

Net cash (used in) provided by financing activities           (25,774)       (27,359)        15,004         13,421
                                                             --------       --------       --------       --------

Net decrease in cash                                           (6,752)        (6,760)        (2,970)        (2,956)

Cash, beginning of period                                       9,522          9,520          4,637          4,618
                                                             --------       --------       --------       --------

Cash, end of period                                          $  2,770       $  2,760       $  1,667       $  1,662
                                                             ========       ========       ========       ========

Supplemental disclosures of cash flow information:
  Cash paid during the period for:
   Interest                                                  $  9,155       $  7,530       $  9,944       $  8,319
   Income taxes                                              $    107       $    107       $  4,267       $    422


</TABLE>

      See notes to Condensed Consolidated Financial Statements



                                     -4-

<PAGE>


                     R.A.B. HOLDINGS, INC. AND SUBSIDIARIES
                    R.A.B. ENTERPRISES, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

NOTE A - Basis of Presentation

The condensed consolidated financial statements include the accounts of R.A.B.
Holdings, Inc. ("Holdings") and its wholly-owned subsidiary, R.A.B. Enterprises,
Inc. ("Enterprises") and its wholly-owned subsidiaries (collectively, the
"Company"). Holdings is a holding company with no substantial assets or
operations other than its investment in Enterprises. Enterprises is a holding
company with no substantial assets or operations other than its investments in
Millbrook Distribution Services Inc. ("Millbrook") and The B. Manischewitz
Company, LLC ("Manischewitz").

These condensed consolidated financial statements should be read in conjunction
with the Company's consolidated financial statements as of March 31, 2001 and
2000 contained in the Company's Form 10-K filed with the Securities and Exchange
Commission. The information related to March 31, 2001 contained herein has been
derived from the Company's audited consolidated financial statements. Certain
reclassifications have been made in the prior year financial statements to
conform with the current year presentation.

On November 1, 2000, Manischewitz acquired substantially all of the assets and
operations of Guiltless Gourmet, Inc. ("Guiltless") for a purchase price of
approximately $4.9 million, including transaction costs. Guiltless owned the
second largest selling national brand and was a leader in the development of
baked tortilla chips.

On April 17, 2000, Millbrook acquired substantially all of the assets and
operations of the Miller Buckeye Biscuit Company, Inc. ("Miller Buckeye") for a
purchase price of approximately $17.6 million, including transaction costs.
Miller Buckeye was a distributor of specialty foods, cookies, crackers and
snacks to retail grocery and other retail establishments in Ohio, Pennsylvania,
West Virginia and Western New York.

On January 31, 2000, Millbrook acquired certain of the assets and operations of
I. Epstein & Sons, Inc. ("Epstein") for a purchase price of approximately $15.4
million, including transaction costs. Epstein was a full service distributor of
kosher and specialty food products, including its Season brand of canned fish,
vegetables and other specialty food products. Concurrent with the acquisition,
the management and ownership of the Season brand was assumed by Manischewitz.
Pro forma historical operating results reflecting the Guiltless, Miller Buckeye
and Epstein acquisitions have not been included herein as the impact of these
acquisitions was not considered significant on a consolidated basis.

On May 1, 1998, Enterprises acquired all of the outstanding interests of
Manischewitz for approximately $126.2 million through the issuance of $120
million Senior Notes due 2005 bearing interest at 10.5% ("10.5% Notes") and the
issuance by Holdings of $48 million Senior Notes due 2008 bearing interest at
13% ("13% Notes"). The 10.5% Notes are fully and unconditionally guaranteed on a
joint and several basis by Millbrook and Manischewitz. Accordingly, as the
combined financial statements of the subsidiaries guaranteeing the 10.5% Notes
are substantially equivalent to the consolidated financial statements of
Enterprises, no separate financial statements of Millbrook and Manischewitz are
presented since management has determined that such information is not material.

All significant intercompany transactions and balances are eliminated in
consolidation. The results of operations for any interim period are not
necessarily indicative of the results to be expected for the full fiscal year.
In the opinion of management, the accompanying unaudited condensed consolidated
financial statements contain all adjustments necessary to present fairly the
financial position of the Company as of September 30, 2001, and the results of
operations and cash flows for the periods ended September 30, 2001 and 2000.


                                      -5-


<PAGE>


                     R.A.B. HOLDINGS, INC. AND SUBSIDIARIES
                    R.A.B. ENTERPRISES, INC. AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
-------------------------------------------------------------------------------

NOTE B - Inventories

Inventories are valued at the lower of cost or market. Cost is determined by the
last-in, first-out ("LIFO") method. Inventories consisted of the following (in
thousands):

                                September 30,         March 31,
                                    2001                2001
                                -------------        ----------
Raw materials                     $ 1,053             $ 1,730
Finished goods                     69,786              70,825
                                  -------             -------
                                  $70,839             $72,555
                                  =======             =======

NOTE C - Related Party Transactions

For each of the three month periods ended September 30, 2001 and 2000, the
Company paid $502,500 and for each of the six month periods ended September 30,
2001 and 2000, the Company paid $1,005,000 to an affiliated entity for
management fees, reasonable services provided and expenses incurred on its
behalf.

NOTE D - Comprehensive (Loss) Income

For the three month periods ended September 30, 2001 and 2000, Holdings' and
Enterprises' comprehensive loss was ($3,598,000) and ($3,099,000) and
($3,261,000) and ($2,804,000), respectively, and for the six month periods ended
September 30, 2001 and 2000, Holdings' and Enterprises' comprehensive loss was
($7,114,000) and ($6,094,000) and ($2,943,000) and ($2,012,000), respectively.


                                      -6-

<PAGE>

                     R.A.B. HOLDINGS, INC. AND SUBSIDIARIES
                    R.A.B. ENTERPRISES, INC. AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
-------------------------------------------------------------------------------

NOTE E - Segment Reporting

The following information is presented in accordance with SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information", which
established standards for reporting information about operating segments in the
Company's interim financial statements.

<TABLE>
<CAPTION>
For the three month
period ended September 30,                             2001                           2000
                                            ---------------------------     --------------------------
                                             Holdings      Enterprises       Holdings      Enterprises
                                            ---------      -----------      ---------      -----------
<S>                                         <C>            <C>              <C>            <C>
Revenues
  Millbrook ......................          $ 125,074       $ 125,074       $ 148,716       $ 148,716
  Manischewitz ...................             10,095          10,095           8,557           8,557
                                            ---------       ---------       ---------       ---------
    Total segment revenues .....              135,169         135,169         157,273         157,273
Corporate items, principally
  the elimination of
  intercompany sales ...........               (1,719)         (1,719)         (2,751)         (2,751)
                                            ---------       ---------       ---------       ---------
                                            $ 133,450       $ 133,450       $ 154,522       $ 154,522
                                            =========       =========       =========       =========
Operating income
  Millbrook ....................            $   1,153       $   1,153       $   2,473       $   2,473
  Manischewitz .................                1,077           1,077             301             301
                                            ---------       ---------       ---------       ---------
    Total segment operating
      income ...................                2,230           2,230           2,774           2,774
Corporate items and
  eliminations .................               (3,288)         (3,277)         (3,187)         (3,183)
                                            ---------       ---------       ---------       ---------
                                            $  (1,058)      $  (1,047)      $    (413)      $    (409)
                                            =========       =========       =========       =========


<CAPTION>


For the six month
period ended September 30,                             2001                           2000
--------------------------                  --------------------------      -------------------------
                                             Holdings      Enterprises       Holdings      Enterprises
                                            -----------    -----------      ---------      -----------
<S>                                         <C>            <C>              <C>            <C>
Revenues
  Millbrook ..........................      $ 258,315       $ 258,315       $ 303,041       $ 303,041
  Manischewitz .......................         17,492          17,492          15,349          15,349
                                            ---------       ---------       ---------       ---------
Total segment revenues ...............        275,807         275,807         318,390         318,390
Corporate items, principally
  the elimination of
  intercompany sales .................         (3,052)         (3,052)         (6,660)         (6,660)
                                            ---------       ---------       ---------       ---------
                                            $ 272,755       $ 272,755       $ 311,730       $ 311,730
                                            =========       =========       =========       =========
Operating income
  Millbrook ..........................      $   2,813       $   2,813       $   4,868       $   4,868
  Manischewitz .......................          1,852           1,852           1,175           1,175
                                            ---------       ---------       ---------       ---------
    Total segment operating
      income .........................          4,665           4,665           6,043           6,043
Corporate items and
  eliminations .......................         (6,271)         (6,257)         (6,033)         (6,026)
                                            ---------       ---------       ---------       ---------
                                            $  (1,606)      $  (1,592)      $      10       $      17
                                            =========       =========       =========       =========
</TABLE>

                                       -7-

<PAGE>


                     R.A.B. HOLDINGS, INC. AND SUBSIDIARIES
                    R.A.B. ENTERPRISES, INC. AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Concluded)
-------------------------------------------------------------------------------

NOTE F - Extraordinary Item - Early Extinguishment of Debt

During the six month period ended September 30, 2000, Enterprises repurchased
approximately $18.8 million of its outstanding 10.5% Notes resulting in a gain
of approximately $3.2 million, net of income taxes of approximately $2.1
million.

NOTE G - New Accounting Pronouncements

Statement of Financial Accounting Standards ("SFAS") No. 133 "Accounting for
Derivative Instruments and Hedging Activities" was issued in June 1998 and is
effective for fiscal years beginning after June 15, 2000. SFAS No. 133 requires
the recognition of all derivatives in the consolidated balance sheet as either
assets or liabilities measured at fair value. The Company adopted SFAS No. 133,
as amended by SFAS No. 137 and SFAS No. 138, during the year ended March 31,
2001. The adoption of SFAS No. 133 has not had a material impact on the
Company's financial position or overall trends in results of operations and has
not resulted in significant changes to its financial risk management practices.

Emerging Issues Task Force ("EITF") Issue No. 00-25 was finalized and is
effective for fiscal years beginning after December 15, 2001. EITF No. 00-25
requires the reclassification of certain consideration paid to a reseller by a
vendor as a reduction of income on the vendor's income statement. The Company
adopted EITF No. 00-25 effective April 1, 2001. The adoption of EITF No. 00-25
did not have a material impact on the Company's overall trends in results of
operations.

SFAS No. 142 "Goodwill and Other Intangible Assets" was issued in June 2001 and
is effective for fiscal years beginning after December 15, 2001. SFAS No. 142
requires goodwill and indefinite-lived intangible assets to be evaluated
annually for impairment. It also will require that goodwill no longer be
amortized. The Company will adopt SFAS No. 142 when it becomes effective.
Management is currently evaluating the impact that this statement will have on
the Company's financial statements.

NOTE H - Subsequent Event

Effective October 30, 2001, the Company's Credit Agreement was amended to
provide up to $10 million of additional availability and to extend the revolving
credit facility to September 30, 2003. In conjunction with the amendment,
Millbrook and Manischewitz provided mortgages on certain of its real property
and pledged unencumbered fixtures and equipment, and the Company pledged the
membership interests of Manischewitz.



                                      -8-


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

Revenues. Revenues for the three month period ended September 30, 2001 decreased
$21.0 million or 13.6% to $133.5 million as compared to $154.5 million for the
three month period ended September 30, 2000. Revenues for the six month period
ended September 30, 2001 decreased $38.9 million or 12.5% to $272.8 million as
compared to $311.7 million for the six month period ended September 30, 2000.
Revenues include:

         (i)     Millbrook's revenues of $125.1 million and $258.3 million for
                 the three and six month periods ended September 30, 2001 as
                 compared to $148.7 million and $303.0 million for the three and
                 six month periods ended September 30, 2000;

         (ii)    Manischewitz' revenues of $10.1 million and $17.5 million for
                 the three and six month periods ended September 30, 2001 as
                 compared to $8.6 million and $15.4 million for the three and
                 six month periods ended September 30, 2000; and

         (iii)   intersegment sales, which are eliminated in consolidation, of
                 ($1.7) million and ($3.0) million for the three and six month
                 periods ended September 30, 2001 as compared to ($2.8) million
                 and ($6.7) million for the three and six month periods ended
                 September 30, 2000.

Millbrook's revenues decreased $23.6 million and $44.7 million or 15.9% and
14.8% for the three and six month periods ended September 30, 2001 as compared
to the comparable periods of the prior year. The decrease in revenues for the
three and six month periods is principally due to decreased sales to certain
customers as a result of several factors, including customer losses during the
second half of the prior fiscal year, customer decisions to move toward
self-distribution, industry consolidation and customer financial difficulties,
the aggregate of which exceeded the growth of sales to certain other customers.

Manischewitz' revenues increased $1.5 million and $2.1 million or 18.0% and
14.0% for the three and six month periods ended September 30, 2001 as compared
to the comparable periods of the prior year. The increase in revenues for the
three and six month periods are principally due to the following:

         (i)     sales to new customer accounts gained as a result of the
                 Guiltless Gourmet acquisition in November 2000 ($2.0 million
                 and $4.2 million for the three and six month periods);
                 partially offset by

         (ii)    decreased sales of Manischewitz brand products ($0.3 million
                 and $0.9 million for the three and six month periods) and a
                 gain on the sale of land in Israel ($0.7 million) during the
                 six months ended September 30, 2000.

Gross Profit. Gross profit for the three and six month periods ended September
30, 2001 was $33.2 million and $69.2 million as compared to $37.3 million and
$75.5 million for the three and six month periods ended September 30, 2000, a
decrease of $4.1 million and $6.3 million or 10.9% and 8.4%. As a percentage of
revenues, the gross profit margin was 24.9% and 25.4% for the three and six
month periods ended September 30, 2001 as compared to 24.1% and 24.2% for the
three and six month periods ended September 30, 2000.


                                      -9-


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS (Continued)

The decrease in gross profit dollars and its impact on gross profit margin for
the three and six month periods are primarily due to the following:

         (i)     decreased gross profit dollars associated with Millbrook's
                 lower revenues ($5.5 million and $7.6 million for the three and
                 six month periods) and increased gross profit margin resulting
                 from the shift in product mix from lower margin health and
                 beauty care products to higher margin specialty food products
                 (0.2% and 1.2% for the three and six month periods); and

         (ii)    decreased gross profit dollars associated with lower
                 Manischewitz sales and the gain on the sale of land in Israel
                 during the six months ended September 30, 2000 (($0.9) million
                 or (0.2%)); partially offset by

         (iii)   increased gross profit dollars on sales to new customer
                 accounts gained as a result of the Guiltless Gourmet
                 acquisition in November 2000 ($1.0 million and $2.0 million or
                 0.4% for the three and six month periods).

Operating Expenses. Distribution and warehousing expenses for the three and six
month periods ended September 30, 2001 were $13.3 million and $27.6 million as
compared to $14.7 million and $29.0 million for the three and six month periods
ended September 30, 2000. As a percentage of revenues, distribution and
warehousing expenses increased to 10.0% and 10.1% for the three and six month
periods ended September 30, 2001 as compared to 9.5% and 9.3% in the comparable
periods of the prior year. Distribution and warehousing costs for the three and
six month periods were impacted by the following:

         (i)     lower headcount resulting from the closure during May 2001 of
                 Millbrook's distribution center in Greenville, North Carolina
                 and the consolidation of its Cincinnati, Ohio refrigerated
                 facility into its Youngstown, Ohio distribution center; offset
                 by

         (ii)    increased distribution costs associated with sales to new
                 customer accounts gained as a result of the Guiltless Gourmet
                 acquisition in November 2000.

Selling, general and administrative expenses for the three and six month periods
ended September 30, 2001 were $19.9 million and $41.1 million, as compared to
$21.9 million and $44.5 million for the three and six month periods ended
September 30, 2000. As a percentage of revenues, selling, general and
administrative expenses increased to 14.9% and 15.1% for the three and six month
periods ended September 30, 2001 as compared to 14.2% and 14.3% for the
comparable periods of the prior year. The decrease in selling, general and
administrative costs for the three and six month periods are principally due to
the following:

         (i)     lower headcount in Millbrook's salesforce due to reductions
                 made during the period ended September 30, 2001 directly
                 related to customer losses;

         (ii)    lower headcount in Millbrook's general and administrative
                 departments as a result of the consolidation of the Epstein and
                 Miller Buckeye operations, which were acquired in the prior
                 fiscal year, in August 2000 and April 2001, respectively; and

         (iii)   lower advertising and production costs at Manischewitz as the
                 six month period of the prior year included a television
                 advertising test for certain of Manischewitz' mainstream
                 products partially offset by incremental compensation and
                 related employee benefit costs resulting from the Guiltless
                 Gourmet acquisition in November 2000.

                                      -10-


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS (Continued)

Amortization of intangibles was $1.0 million and $2.1 million for the three and
six month periods ended September 30, 2001 as compared to $1.0 million and $2.0
million for the three and six month periods ended September 30, 2000. This
increase in amortization is due to the Guiltless Gourmet acquisition in November
2000.

Interest Expense. Interest expense for the three and six month periods ended
September 30, 2001 was $4.8 million (consisting of $0.8 million for Holdings and
$4.0 million for Enterprises, respectively) and $9.8 million (consisting of $1.7
million for Holdings and $8.1 million for Enterprises, respectively) as compared
to $4.8 million (consisting of $0.8 million for Holdings and $4.0 million for
Enterprises, respectively) and $9.7 million (consisting of $1.6 million for
Holdings and $8.1 million for Enterprises, respectively) for the three and six
month periods ended September 30, 2000. The increase in interest expense for the
six months ended September 30, 2001 is primarily attributable to higher levels
of debt outstanding under the Company's Credit Agreement as a result of its
acquisitions during the year ended March 31, 2001 substantially offset by lower
interest rates on the Company's revolving credit borrowings.

Taxes. The benefit for income taxes for the three and six month periods ended
September 30, 2001 was $2.3 million and $4.3 million for Holdings and $2.0
million and $3.6 million for Enterprises as compared to $1.9 million and $3.5
million for Holdings and $1.6 million and $2.9 million for Enterprises for the
three and six month periods ended September 30, 2000. These benefits principally
relate to the results of operations.

Extraordinary Item - Early Extinguishment of Debt. The extraordinary gain on
early extinguishment of debt for the six month period ended September 30, 2000
was $3.2 million (net of income taxes of $2.1 million). This gain resulted from
Enterprises' repurchase of approximately $18.8 million of its outstanding 10.5%
Notes.

Net Loss. As a result of the foregoing, the net loss for the three and six month
periods ended September 30, 2001 was $3.6 million and $7.2 million for Holdings
and $3.1 million and $6.1 million for Enterprises as compared to $3.3 million
and $2.9 million for Holdings and $2.9 million and $2.0 million for Enterprises
for the three and six month periods ended September 30, 2000.

Impact of New Accounting Pronouncements. Statement of Financial Accounting
Standards ("SFAS") No. 133 "Accounting for Derivative Instruments and Hedging
Activities" was issued in June 1998 and is effective for fiscal years beginning
after June 15, 2000. SFAS No. 133 requires the recognition of all derivatives in
the consolidated balance sheet as either assets or liabilities measured at fair
value. The Company adopted SFAS No. 133, as amended by SFAS No. 137 and SFAS No.
138, during the year ended March 31, 2001. The adoption of SFAS No. 133 has not
had a material impact on the Company's financial position or overall trends in
results of operations and has not resulted in significant changes to its
financial risk management practices.

Emerging Issues Task Force ("EITF") Issue No. 00-25 was finalized and is
effective for fiscal years beginning after December 15, 2001. EITF No. 00-25
requires the reclassification of certain consideration paid to a reseller by a
vendor as a reduction of income on the vendor's income statement. The Company
adopted EITF No. 00-25 effective April 1, 2001. The adoption of EITF No. 00-25
did not have a material impact on the Company's overall trends in results of
operations.

SFAS No. 142 "Goodwill and Other Intangible Assets" was issued in June 2001 and
is effective for fiscal years beginning after December 15, 2001. SFAS No. 142
requires goodwill and indefinite-lived intangible assets to be evaluated
annually for impairment. It also will require that goodwill no longer be
amortized. The Company will adopt SFAS No. 142 when it becomes effective.
Management is currently evaluating the impact that this statement will have on
the Company's financial statements.


                                      -11-

<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS (Concluded)

Financial Condition, Liquidity and Capital Resources

Operations for the six months ended September 30, 2001, excluding non-cash
charges for depreciation and amortization, utilized cash of $1.9 million for
Holdings and $0.9 million for Enterprises. Operations for the six months ended
September 30, 2000, excluding the net gain on the early extinguishment of debt
and non-cash charges for depreciation and amortization, utilized cash of $0.7
million for Holdings and provided cash of $0.2 million for Enterprises. During
the six month periods ended September 30, 2001 and 2000, other changes in assets
and liabilities resulting from operating activities provided cash of $22.6
million for Holdings and $23.2 million for Enterprises and $1.3 million for
Holdings and $2.0 million for Enterprises, respectively, resulting in net cash
provided by operating activities of $20.7 million for Holdings and $22.3 million
for Enterprises and $0.6 million for Holdings and $2.2 million for Enterprises,
respectively.

Investing activities, which principally consisted of the acquisitions of
property and equipment and the acquisition of Miller Buckeye in the prior fiscal
period, resulted in a use of cash of $1.7 million and $18.5 million for the six
month periods ended September 30, 2001 and 2000 for each of Holdings and
Enterprises, respectively.

During the six month period ended September 30, 2001, financing activities,
which principally consisted of $1.6 million of payments from the Interest Escrow
Account by Holdings and repayments of $27.4 million under the Credit Agreement,
resulted in a use of cash of $25.8 million for Holdings and $27.4 million for
Enterprises. The reduction in outstanding borrowings under the Company's Credit
Agreement was supplemented by the utilization of $7.2 million of cash surrender
value available under Millbrook's deferred compensation arrangements. During the
six month period ended September 30, 2000, financing activities which
principally consisted of the repurchase of $18.8 million of long-term debt for
$13.0 million by Enterprises, offset by $1.6 million of payments from the
Interest Escrow Account by Holdings and additional borrowings of $26.4 million
under the Credit Agreement, provided cash of $15.0 million for Holdings and
$13.4 million for Enterprises.

Effective October 30, 2001, the Company's Credit Agreement was amended to
provide up to $10 million of additional availability and to extend the revolving
credit facility to September 30, 2003. In conjunction with the amendment,
Millbrook and Manischewitz provided mortgages on certain of its real property
and pledged unencumbered fixtures and equipment, and the Company pledged the
membership interests of Manischewitz.


                                      -12-


<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Reference is made to Item 7a of the Company's Form 10-K for the year ended March
31, 2001 filed with the Securities and Exchange Commission.

                               -----------------

The foregoing discussion in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" contains "forward-looking" statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Additionally,
written materials issued and oral statements made from time to time by Holdings
and Enterprises may contain forward-looking statements. Forward-looking
statements can be identified by the fact that they do not relate strictly to
historical or current facts and by their use of words such as "goals",
"expects", "plans", "believes", "estimates", "forecasts", "projects", "intends"
and other words of similar meaning. Execution of business and acquisition
strategies, expansion of product lines and increase of distribution networks or
product sales are areas, among others, whose future success may be difficult to
predict. They are based on management's then-current information, assumptions,
plans, expectations, estimates and projections regarding the food and wholesale
distribution industries. However, such statements are not guarantees of future
performance, and actual results and outcomes may differ materially from what is
expressed depending on a variety of factors, many of which are outside of
Holdings' and Enterprises' control. Given these uncertainties, current and
prospective investors are cautioned not to place undue reliance on such
forward-looking statements. We undertake no obligation to update or revise any
forward-looking statements or to publicly announce the result of any revisions
to any of the forward-looking statements herein to reflect future events or
developments.

Among the factors that could cause actual outcomes or results to differ
materially from what is expressed in these forward-looking statements are
changes in the demand for, supply of, and market prices of Holdings' and
Enterprises' products, the actions of current and potential new competitors,
changes in technology and economic conditions.


                                      -13-

<PAGE>


PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:

        a.   Exhibits

             None

        b.   No reports were filed on Form 8-K during the quarter for which
             this report is filed.



                                      -14-

<PAGE>


                                   SIGNATURES

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


                                    R.A.B. HOLDINGS, INC.



November 13, 2001                   /s/ Richard A. Bernstein
                                    ------------------------
                                    Richard A. Bernstein
                                    Chairman



November 13, 2001                   /s/ Steven M. Grossman
                                    ----------------------
                                    Steven M. Grossman
                                    Chief Financial Officer


                                    R.A.B. ENTERPRISES, INC.



November 13, 2001                   /s/ Richard A. Bernstein
                                    ------------------------
                                    Richard A. Bernstein
                                    Chairman



November 13, 2001                   /s/ Steven M. Grossman
                                    ----------------------
                                    Steven M. Grossman
                                    Chief Financial Officer



                                      -15-