<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 quarterly period ended March 31, 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 001-13539
                             _____________________

                               AMF BOWLING, INC.
             (Exact name of Registrant as specified in its charter)

          Delaware                                        13-3873268
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                      Identification No.)

                                 8100 AMF Drive
                           Richmond, Virginia  23111
          (Address of principal executive offices, including zip code)
                              ____________________

                                 (804) 730-4000
              (Registrant's telephone number, including area code)
                              ____________________

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    .
                                         -----      ----

At May 1, 2001, 84,332,503 shares of common stock, par value of $.01 per share,
of the Registrant were outstanding.
<PAGE>

                                     PART I
Item 1. Financial Statements

                       AMF BOWLING, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                   (dollars in thousands, except share data)
<TABLE>
<CAPTION>

                                                                                     March 31,          December 31,
                                                                                        2001                2000
                                                                                     ---------         -------------
                                                                                    (unaudited)
<S><C>
Assets
-------
Current Assets
  Cash and cash equivalents                                                          $ 43,443             $ 48,555
  Accounts and notes receivable, net of allowance for
      doubtful accounts of $8,427 and $9,608, respectively                             43,516               43,070
  Inventories                                                                          51,014               55,697
  Other current assets                                                                 13,937               12,789
                                                                                  -----------         ------------
      Total current assets                                                            151,910              160,111
  Property and equipment, net                                                         727,649              755,588
  Other assets                                                                         69,083               71,896
  Goodwil, net                                                                        740,069              746,050
                                                                                  -----------         ------------
  Total assets                                                                    $ 1,688,711          $ 1,733,645
                                                                                  ===========          ===========

Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
  Accounts payable                                                                   $ 20,607             $ 24,222
  Accrued expenses                                                                     94,103              104,551
                                                                                  -----------         ------------
  Current portion of long-term debt                                                 1,307,173            1,315,434
      Total current liabilities                                                     1,421,883            1,444,207
  Other long-term liabilities                                                           6,846                7,363
                                                                                  -----------         ------------
    Total liabilities                                                               1,428,729            1,451,570
                                                                                  -----------         ------------

  Commitments and contingencies
  Stockholders' equity:
    Common stock (par value $.01 per share, 200,000,000 shares
      authorized, 84,332,503 and 83,780,488 shares issued and outstanding
      at March 31, 2001 and December 31, 2000, respectively)                              843                  838
  Paid-in capital                                                                     930,030              911,502
  Retained deficit                                                                   (634,692)            (601,671)
  Accumulated other comprehensive loss                                                (36,199)             (28,594)
                                                                                  -----------         ------------
  Total stockholders' equity                                                          259,982              282,075
                                                                                  -----------         ------------
  Total liabilities and stockholders' equity                                      $ 1,688,711          $ 1,733,645
                                                                                  ===========          ===========

</TABLE>






  The accompanying notes are an integral part of these condensed consolidated
                                balance sheets.


                                       2
<PAGE>

                       AMF BOWLING, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (unaudited)
                     (in thousands, except per share data)


                                               Three Months
                                              Ended March 31,
                                            ------------------
                                          2001            2000
                                          ----            ----
Operating revenue                       $205,682        $209,462
                                        --------        --------
Operating expenses:
  Cost of goods sold                      42,617          43,386
  Bowling center operating expenses       97,403          96,939
  Selling, general, and administrative
    expenses                              12,958          13,832
  Refinancing charges                      4,047              --
  Depreciation and amortization           33,869          33,418
                                        --------        --------
    Total operating expenses             190,894         187,575
                                        --------        --------
    Operating expenses                    14,788          21,887
                                        --------        --------
Nonoperating expenses (income):
  Interest expense                        41,167          32,035
  Other, net                               4,450            (251)
  Interest income                          (564)            (418)
                                        --------        --------
  Total nonoperating expenses:            45,053          31,366
                                        --------        --------
Loss before income taxes                 (30,265)         (9,479)
Provision for income taxes                 2,756           1,060
                                        --------        --------
Net loss before equity in loss of
  joint ventures                         (33,021)        (10,539)
Equity in loss of joint ventures              --            (107)
                                        --------        --------
Net loss                                $(33,021)       $(10,646)
                                        ========        ========
Net loss per share - basic and diluted  $  (0.39)       $  (0.13)
                                        ========        ========
Weighted average shares outstanding       83,879          83,598
                                        ========        ========

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.


                                       3
<PAGE>

                       AMF BOWLING, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>



                                                                                                        Three Months
                                                                                                       Ended March 31,
                                                                                                    2001             2000
                                                                                                    ----             ----
<S><C>
  Cash flows from operating activities:
   Net loss                                                                                       $(33,021)        $(10,646)
   Adjustments to reconcile net loss to net cash (used in) provided by
    operating activities:
     Depreciation and amortization                                                                  33,869           33,418
     Equity in loss of joint ventures                                                                    -              107
     Amortization of bond discount                                                                   9,294           10,153
     Loss(gain) on the sale of property and equipment, net                                              34           (1,711)
     Changes in assets and liabilities:
     Accounts and notes receivable, net                                                             (4,010)           7,066
     Inventories                                                                                     2,687           (7,583)
     Other assets                                                                                    1,318              951
     Accounts payable and accrued expenses                                                         (14,759)          (3,329)
     Income taxes payable                                                                            2,708             (821)
     Other long-term liabilities                                                                      (649)          (1,236)
                                                                                                   -------         --------
    Net cash (used in) provided by operating activities                                             (2,529)          26,369
                                                                                                   -------         --------

  Cash flows from investing activities:
   Purchases of property and equipment                                                              (5,039)         (12,688)
   Proceeds from the sale of property and equipment                                                     93            2,657
                                                                                                   -------         --------
    Net cash used in investing activities                                                           (4,946)         (10,031)
                                                                                                   -------         --------

  Cash flows from financing activities:
   Payments on long-term debt                                                                            -          (17,844)
   Rights offering cost                                                                                  -             (120)
   Payments of noncompete obligations                                                                  (75)             (88)
                                                                                                   -------         --------
    Net cash used in financing activities                                                              (75)         (18,052)
                                                                                                   -------         --------
    Effect of exchange rates on cash                                                                 2,438           (1,425)
                                                                                                   -------         --------
    Net decrease in cash                                                                            (5,112)          (3,139)
    Cash and cash equivalents at beginning of period                                                48,555           35,743
                                                                                                   -------         --------
    Cash and cash equivalents at end of period                                                    $ 43,443         $ 32,604
                                                                                                   =======         ========
</TABLE>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.

                                       4
<PAGE>

                       AMF BOWLING, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1.  Business Description - Organization and Restructuring

  Organization

  The accompanying unaudited condensed consolidated financial statements reflect
all adjustments (consisting of normal recurring accruals) which are, in the
opinion of management, necessary for a fair presentation of the results of
operations for the interim periods presented.  The interim financial information
and notes thereto should be read in conjunction with the December 31, 2000, 1999
and 1998 audited consolidated financial statements of AMF Bowling, Inc. ("AMF
Bowling") and its subsidiaries (collectively, the "Company") presented in AMF
Bowling's Annual Report on Form 10-K for the fiscal year ended December 31, 2000
filed with the U.S. Securities and Exchange Commission.  The results of
operations for the three months ended March 31, 2001 are not necessarily
indicative of results to be expected for the entire year.

  The Company is principally engaged in two business segments: (i) the ownership
or operation of bowling centers, consisting of 403 U.S. bowling centers and 118
international bowling centers ("Bowling Centers"), as of March 31, 2001, and
(ii) the manufacture and sale of bowling equipment such as automatic
pinspotters, automatic scoring equipment, bowling pins, lanes, ball returns,
certain spare parts, and the resale of allied products such as bowling balls,
bags, shoes, and certain other spare parts ("Bowling Products"). The principal
markets for bowling equipment are U.S. and international bowling center
operators. AMF also manufactures and sells the PlayMaster, Highland and
Renaissance brands of billiards tables, and owns the Michael Jordan Golf
Company, which operates two golf practice ranges.

  AMF Bowling conducts all of its business through subsidiaries. AMF Bowling
Worldwide, Inc. ("Bowling Worldwide") is a wholly owned, direct subsidiary of
AMF Group Holdings Inc. ("AMF Group Holdings"). AMF Group Holdings is a wholly
owned, direct subsidiary of AMF Bowling. AMF Bowling, AMF Group Holdings and
Bowling Worldwide are Delaware corporations. An investor group led by affiliates
of Goldman, Sachs & Co. acquired the Company in 1996 (the "Acquisition").

Bowling Products Reorganization

  As part of management's ongoing review of Bowling Products, the Company
announced on May 2, 2001 a major reorganization of such operations. The
reorganization included significant staff reductions and other cost cutting
measures designed to more effectively align the costs of the Bowling Products
business with its revenue, which has decreased dramatically in recent years. The
reorganization also restructured the Bowling Products business into five new
manufacturing divisions, a global sales and service group and a consolidated
accounting, administration and logistics group, with an increased focus on
customer service across the business. Management anticipates that this
reorganization will enable the Bowling Products business to return to
profitability over time.

Restructuring

     In August  2000, AMF Bowling announced that Bowling Worldwide and Citibank,
N.A., Administrative Agent of Bowling Worldwide's senior secured lenders
(collectively, the "Lenders"), had amended (the "Amendment") the Credit
Agreement.  Pursuant to the Amendment, Bowling Worldwide agreed, among other
things, to forbear from making the September 15, 2000 interest payment due on
its 10 7/8% Series B Senior Subordinated Notes (the "Senior Subordinated Notes")
and that it would begin exploring various alternatives to restructure and reduce
its long-term debt.  As part of the Amendment, the Lenders agreed to waive any
default under the Credit Agreement resulting from the failure to make the
September 15, 2000 interest payment due on the Senior Subordinated Notes unless
the Company's other creditors commenced the exercise of remedies, which could
include the acceleration of the Company's debt obligations and an involuntary
bankruptcy filing.  The Amendment further provided for the permanent termination
of $100.0 million of the otherwise available working capital commitments under
the Credit Agreement.  Moreover, the Amendment waived Bowling Worldwide's
compliance with the financial covenants in the Credit Agreement through December
31, 2000.  The Amendment also required that Bowling Worldwide deliver



                                       5
<PAGE>

                        AMF BOWLING, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

a preliminary plan containing the principal terms of a proposal to restructure
the Company's debt to the Lenders.  The Company submitted such a proposed
restructuring plan on September 30, 2000 and a majority of the lenders indicated
by October 15, 2000 that the plan was generally satisfactory in form and
substance, subject to further approval of any definitive plan.

  Bowling Worldwide did not make the cash interest payments of approximately
$13.6 million on the Senior Subordinated Notes required on each of September 15,
2000 and March 15, 2001 and the 30 day period to cure the non-payment of
interest under the related indenture expired in each instance.  Under the
indenture, the Trustee on its own or the holders of 25% or more of the
outstanding principal amount of the Senior Subordinated Notes have had the
right, by written notice, since the expiration of a cure period, to declare all
amounts owed under the indenture immediately due and payable.  If the
indebtedness represented by the Senior Subordinated Notes is accelerated, such
acceleration would result in a default under the Credit Agreement, the Company's
12  1/4% Series B Senior Subordinated Discount Notes (the "Senior Subordinated
Discount Notes"), AMF Bowling's Zero Coupon Convertible Debentures due 2018 (the
"Convertible Debentures") and certain other Company indebtedness.  In such
event, the Company would not then be able to meet its accelerated payment
obligations. As of May 14, 2001, neither Bowling Worldwide nor AMF Bowling has
received notice that any of its indebtedness has been or will be accelerated.

     Bowling Worldwide did not make a scheduled principal payment to the Lenders
of $12.8 million that was due on December 29, 2000.  Bowling Worldwide did pay
$3.0 million of the $14.7 million of interest then due under the Credit
Agreement on December 29, 2000. The remainder of the $14.7 million of interest
(at a non-default interest rate) due was paid on a weekly schedule during the
first quarter of 2001.  As a result of the foregoing, Bowling Worldwide is in
default under the Credit Agreement.  Bowling Worldwide did not make a scheduled
principal payment to the Lenders of $12.8 million that was due on March 30, 2001
but did make a $16.4 million interest payment under the Credit Agreement on
March 30, 2001.  This payment represented interest at the non-default interest
rate and was approximately $2.8 million less than the interest would have been
at the default rate.

  On April 30, 2001, Bowling Worldwide made an interest payment of $10.3 million
to the Lenders which represented the sum of (i) a cumulative payment of the
amount of interest at the default rate in excess of interest previously paid at
the non-default rate for the period from January 1, 2001 to March 31, 2001 and
(ii) a payment of interest at the default rate for the period from April 1, 2001
to April 30, 2001.

  As explained above, Bowling Worldwide is in default under the Credit Agreement
and the Senior Subordinated Notes and such defaults could result in the
acceleration of the indebtedness under the Credit Agreement, the Senior
Subordinated Notes, the Senior Subordinated Discount Notes, the Convertible
Debentures and certain other indebtedness of the Company. However, as of May 14,
2001, neither AMF Bowling nor Bowling Worldwide has received notice that any of
its indebtedness has been or will be accelerated.  The Company is also not aware
that any creditor, including the Lenders and the holders of Senior Subordinated
Notes and the Senior Subordinated Discount Notes (collectively, the
"Subordinated Notes Holders"), has taken action, or notified the Company that it
will take action, to enforce its rights or remedies against the Company or its
assets as a result of the defaults described above.

     Since January 2001, the Company has funded its day to day operating
expenses and requirements for capital expenditures from cash flow from
operations. During 2001, scheduled principal payments under the Credit Agreement
increase significantly and cash interest becomes payable on the Senior
Subordinated Discount Notes. Management anticipates that the Company will not
make such principal and interest payments.

     During 2000, the New York Stock Exchange (the "NYSE") delisted the Common
Stock, the Senior Subordinated Notes and Senior Subordinated Discount Notes. The
NYSE's action was taken in part due to the Company's restructuring and in part
due to the fact that the Common Stock traded below the NYSE's continued listing
criteria relating to a minimum share price.  Since November 22, 2000, the Common
Stock has traded in the over-the-counter market under the symbol "AMBW."

                                        6
<PAGE>

                       AMF BOWLING, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

  In mid 2000, Bowling Worldwide retained financial and legal advisors to assist
it in evaluating its restructuring and refinancing alternatives.  At the time,
management believed the possible alternatives included a consensual, negotiated
restructuring, a reorganization under Chapter 11 of the U.S. Bankruptcy Code, 11
U.S.C. (S) 101 et seq. ("Chapter 11") and/or other possible methods for reducing
the Company's long-term debt and improving its capital structure. Any
alternative selected would likely have a material adverse effect on the ability
of AMF Bowling's shareholders to recover their investment in the Common Stock
and on the ability of the Subordinated Notes Holders and the holders of the
Convertible Debentures and other Company indebtedness to receive interest and
principal payments due thereon.

  Bowling Worldwide and its advisors have provided certain information to and
held substantive discussions with the steering committees for the Lenders and
the Subordinated Notes Holders.  The Lenders and the Subordinated Notes Holders
have each retained their own separate legal and financial advisors.

  Management now believes that a Chapter 11 filing is the most likely and
efficient means to complete the debt restructuring.  The Company and the
steering committees for the Lenders and the Subordinated Notes Holders are
continuing discussions regarding the debt restructuring.  The Company believes
that these discussions are constructive and progress is being made.
Accordingly, at this time management has not made a recommendation to the Board
of Directors of Bowling Worldwide (the "Board") with respect to a Chapter 11
filing and the Board has not yet taken any action in this regard.  Bowling
Worldwide is continuing discussions with the Lenders and the Subordinated Notes
Holders about a potential Chapter 11 filing as well as reviewing business, tax
and legal issues related to such a filing in order to ensure an orderly
proceeding with minimal impact on the Company's operations, employees and
customers.

  In order to facilitate a restructuring in a Chapter 11 proceeding, Bowling
Worldwide has received proposals for a secured debtor-in-possession financing
facility (a "DIP Facility"). Although no assurances can be given, Bowling
Worldwide believes that it would have a commitment from the Lenders for a DIP
Facility at the time of filing for a reorganization under Chapter 11. Management
expects to continue to use operating cash flow to meet its liquidity
requirements. Since Bowling Worldwide is in default under the Credit Agreement,
the adequacy of the Company's liquidity is and will remain uncertain until the
restructuring is completed. Upon a filing under Chapter 11, management believes
that the additional borrowing capacity of a DIP Facility would be sufficient to
meet the Company's liquidity requirements during the period when the Company
would be operating under Chapter 11. No assurances can be given in this regard.

  While it is diligently pursuing a financial restructuring, Bowling Worldwide
is unable to predict if it will be able to arrive at a restructuring plan,
acceptable to the Lenders and the Subordinated Notes Holders, before a filing is
made or during a Chapter 11 proceeding.  Bowling Worldwide is unable to predict
whether it will be able to satisfactorily implement such a plan, or whether, in
the interim, the Lenders and the Subordinated Notes Holders will continue to
forbear from exercising any or all of the remedies available to them, including
acceleration of the Company's indebtedness, an involuntary bankruptcy proceeding
and, in the case of the Lenders, realization on collateral for their
indebtedness.

     Under the Credit Agreement, Bowling Worldwide may not upstream funds to AMF
Bowling.  AMF Bowling has no operating assets or businesses and its only
investment is the stock of its subsidiary, AMF Group Holdings, which is the
parent of Bowling Worldwide.  Management believes that AMF Bowling lacks the
liquidity to sustain its operation and has no ability to obtain financing at
this time.  Any restructuring of AMF Bowling is likely dependent on the
restructuring of Bowling Worldwide.  AMF Bowling will continue to obtain
independent advice as deemed necessary with regard to the restructuring of
Bowling Worldwide and its impact on AMF Bowling.

     Because retention of key personnel and maintenance of employee morale is
critical during a restructuring, in mid 2000, certain bonus, severance and
retention programs were approved.  The programs extend to senior management and
bonus-eligible and stock option-eligible personnel, including all center
managers around the world. In March 2001, after consultation with its
compensation advisor and financial advisor, the Board approved several
enhancements to the year 2001 incentive compensation plan designed to encourage
retention and motivate key


                                       7
<PAGE>

                       AMF BOWLING, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

personnel during the restructuring process. The enhancements included changing
the bonus payments to employees currently with annual plans to quarterly
payments similar to a plan already in place for center managers.  In addition,
the Company has committed to pay a minimum of 50% of target bonus in 2001 for
those who continue employment in good standing through March 31, 2002.


  The Company's quarterly condensed consolidated financial statements have been
prepared on a going concern basis which contemplates continuity of operations,
realization of assets and liquidation of liabilities and commitments in the
normal course of business. The Company's financial position, including the
default on its debt and the continuing losses from operations, raise substantial
doubt about the Company's ability to continue as a going concern. The
appropriateness of reporting on the going concern basis is dependent upon, among
other things, a prompt restructuring, refinancing or Chapter 11 relief, future
profitable operations, and the ability to generate sufficient cash from
operations and financing sources to meet obligations.  As a result of the
Company's current circumstances, however, such realization of assets and
liquidation of liabilities are uncertain. Further, a plan of reorganization
could materially affect the assets and liabilities reported in the accompanying
consolidated financial statements.  The quarterly condensed consolidated
financial statements do not include any adjustments relating to the
recoverability of the value of recorded asset amounts or the amounts and
classifications of liabilities that might be necessary as a consequence of this
uncertainty.


Note 2.  Significant Accounting Policies

Basis of Presentation

  The condensed consolidated results of operations of the Company have been
presented for the three months ended March 31, 2001 and 2000, respectively.  All
significant intercompany balances and transactions have been eliminated in the
accompanying condensed consolidated financial statements. All dollar amounts are
in thousands, except where otherwise indicated.

Goodwill

  As a result of the Acquisition and subsequent purchases of bowling centers,
and in accordance with the purchase method of accounting used in all the
Company's acquisitions, the Company recorded goodwill representing the excess of
the purchase price over the allocation among the acquired assets and liabilities
in accordance with estimates of fair market value on the dates of acquisition.
Goodwill is being amortized over 40 years.  Amortization expense related to
goodwill was $5,216 and $6,020 for the three months ended March 31, 2001 and
2000, respectively.

Income Taxes

  As of March 31, 2001, the Company had net operating losses of approximately
$450.3 million and foreign tax credits of $11.5 million that will carry over to
future years to offset U.S. income taxes.  The foreign tax credits will begin to
expire in the fiscal year 2001 and the net operating losses will begin to expire
in the fiscal year 2011. The Company has recorded a valuation reserve, as of
December 31, 2000, for $210.3 million related to net operating losses, foreign
tax credits and other deferred tax assets that the Company may not utilize prior
to their expirations. The tax provision recorded for the three months ended
March 31, 2001 and 2000 primarily reflects certain international taxes.

Comprehensive Loss

  Comprehensive loss was $40,626 and $16,339 for the three months ended March
31, 2001 and 2000, respectively. Accumulated other comprehensive loss consists
of the foreign currency translation adjustment on the accompanying condensed
consolidated balance sheets.


                                       8
<PAGE>

                       AMF BOWLING, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 3.   Inventories

  Inventories at March 31, 2001 and December 31, 2000, consisted of the
following:


                                           March 31,   December 31,
                                             2001         2000
                                        ------------ --------------
                                         (unaudited)
Bowling Products, at FIFO:
   Raw materials                            $ 12,087     $ 13,142
   Work in progress                              947          821
   Finished goods and spare parts             28,509       32,824
Bowling Centers, at average cost:
   Merchandise and spare parts                 9,471        8,910
                                        ------------- ------------
                                            $ 51,014     $ 55,697
                                        ============= ============


Note 4.   Property and Equipment

  Property and equipment at March 31, 2001 and December 31, 2000, consisted of
the following:

                                                     March 31,     December 31,
                                                       2001            2000
                                                  -------------- ---------------
                                                    (unaudited)
Land                                                  $ 131,320       $ 132,041
Buildings and improvements                              371,371         374,081
Equipment, furniture and fixtures                       616,082         623,096
Other                                                    10,087           7,821
                                                  -------------- ---------------
                                                      1,128,860       1,137,039
Less: accumulated depreciation and amortization        (401,211)       (381,451)
                                                  -------------- ---------------
                                                      $ 727,649       $ 755,588
                                                  ============== ===============




  Depreciation and amortization expense related to property and equipment was
$26,386 and $24,770 for the three months ended March 31, 2001 and 2000,
respectively.



                                       9
<PAGE>

                        AMF BOWLING, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 5. Long-Term Debt

   As discussed in "Note 1. Business Description - Organization and
Restructuring," the Company is in default on its long-term debt. The repayment
of the debt is subject to acceleration by the Lenders and as a result, the
Company's debt has been reclassified as current.  Debt at March 31, 2001 and
December 31, 2000, consists of the following:

<TABLE>
<CAPTION>

                                                      March 31,       December 31,
                                                        2001              2000
                                                  -----------------------------------
                                                     (unaudited)
<S><C>
Bank debt                                              $  614,093      $   614,093
Subsidiary senior subordinated notes                      250,000          250,000
Subsidiary senior subordinated discount notes             277,000          270,472
Zero coupon convertible debentures                        163,111          178,876
Mortgage and equipment note                                 2,969            1,993
                                                  ---------------------------------
     Total debt                                        $1,307,173      $ 1,315,434
                                                  =================================
</TABLE>

   The Company's bank debt (the "Bank Debt") is governed by the Credit Agreement
and provides for (i) senior secured term loan facilities aggregating $365.1
million (the "Term Facilities") and (ii) the Bank Facility of up to $255.0
million (together with the Term Facilities, the "Senior Facilities"). In
connection with such financing, Goldman Sachs Credit Partners, L.P. acted as
Syndication Agent, Goldman Sachs Credit Partners, L.P. and Citicorp Securities,
Inc. acted as Arrangers, and Citibank, N.A. ("Citibank") is acting as
Administrative Agent.  As of March 31, 2001, the Company had no available
borrowing under the Bank Facility with $249.0 million outstanding and $9.3
million of standby and documentary letters of credit.

  In March 2001, Convertible Debentures with a book value of approximately
$18.5 million and a maturity value of approximately $60.4  million were
converted into 552,015 shares of Common Stock.

  As discussed in "Note 1. Business Description - Organization and
Restructuring," Bowling Worldwide is in default on its debt and will not be in
compliance with the financial covenants under its Credit Agreement in 2001. In
addition, the Company has begun to pay interest to the Lenders at Citibank's
customary base rate plus a margin and a 2% increment for default interest rates.

Refinancing Costs

  For the three months ended March 31, 2001, the Company recorded $4.0 million
of refinancing charges related to proposed restructuring of long-term debt. The
charges primarily included amounts paid for legal and advisory services. See
"Note 1. Business Description - Organization and Restructuring" for a
description of the refinancing activities.


                                       10
<PAGE>

                        AMF BOWLING, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 6.  Commitments and Contingencies

Litigation and Claims

  On April 22, 1999, a putative class action was filed in the United States
District Court for the Southern District of New York by Vulcan International
Corporation against AMF Bowling, The Goldman Sachs Group, L.P., Goldman, Sachs &
Co., Morgan Stanley & Co. Incorporated, Cowen & Company, Schroder & Co., Inc.,
Richard A. Friedman and Douglas J. Stanard.  The complaint has subsequently been
amended to, among other things, include additional named plaintiffs.  The
plaintiffs, as putative class representatives for all persons who purchased
Common Stock in the Company's initial public offering of Common Stock (the
"Initial Public Offering") or within 25 days of the effective date of the
registration statement related to the Initial Public Offering, seek, among other
things, damages and/or rescission against all defendants jointly and severally
pursuant to Sections 11, 12 and/or 15 of the Securities Act of 1933 based on
allegedly inaccurate and misleading disclosures in connection with and following
the Initial Public Offering.  Management believes that the litigation is without
merit and intends to defend it vigorously.

  In June 1998, Harbin Hai Heng Bowling Entertainment Co. Ltd. ("Hai Heng")
filed an action against AMF Bowling Products, Inc. ("AMF Bowling Products"), an
indirect subsidiary of AMF Bowling, in the Harbin Intermediate People's Court in
Heilongjing, China.  Hai Heng sought to recover $3 to $4 million in damages
relating to 38 NCPs purchased from AMF Bowling Products. Hai Heng asserted that
the poor quality of the 38 NCPs entitled Hai Heng to recover the purchase price
and damages for lost profits and the cost of storing the NCPs.

  On November 6, 1998, the court awarded Hai Heng approximately $3.5 million.
AMF Bowling Products appealed the award to the High People's Court of
Heilongjing Province (the "People's Court").  Prior to completion of the appeal
review, the President of the People's Court on February 11, 1999 issued a
judgment in favor of Hai Heng for approximately $2.8 million and ordered Hai
Heng to return 24 NCPs to AMF Bowling Products.  AMF Bowling Products filed an
appeal to the Supreme People's Court in Beijing (the "Supreme Court"). AMF
Bowling Products has been advised that the Supreme Court has declined to review
the case and the People's Court judgment is now final.

  On September 21, 2000, the United States Securities and Exchange Commission
("SEC") issued a subpoena to AMF Bowling seeking documents concerning the
Company's financial statements and accounting practices and policies.   On
February 2, 2001, AMF Bowling received a notification from the staff of the SEC
stating that the investigation was terminated and that no enforcement action was
recommended to the SEC.

  In addition, the Company currently and from time to time is subject to claims
and actions arising in the ordinary course of its business, including
environmental claims, discrimination claims, workers' compensation claims and
personal injury claims from customers of Bowling Centers. In some actions,
plaintiffs request punitive or other damages that may not be covered by
insurance. Certain of these litigations will be subject to the automatic stay in
the event of a Chapter 11 filing.  In management's opinion, these claims and
actions in which the Company is involved will not have a material adverse impact
on its financial position or results of operations. However, it is not possible
to predict the outcome of such claims and actions.

                                       11
<PAGE>

                       AMF BOWLING, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Note 7.  Business Segments

  The Company operates in two major lines of business: operating bowling centers
and manufacturing bowling and related products.  Information concerning
operations in these businesses for the three months ended March 31, 2001 and
2000, respectively, is presented below (in millions):

<TABLE>
<CAPTION>

                                                                      Three Months Ended March 31, 2001
                                         -----------------------------------------------------------------------------------------
                                              Bowling Centers                Bowling Products
                                         ----------------------------  ---------------------------
                                                   Inter-     Sub-               Inter-     Sub-                  Elim-
                                          U.S.    national    total      U.S.   national    total     Corporate  inations    Total
                                          ----    --------    -----      ----   --------    -----     ---------  --------    -----
<S><C>
   Revenue from unaffiliated customers    $ 145.7    $ 28.4   $ 174.1     $11.8    $ 19.8    $ 31.6          $ -      $ -    $ 205.7
   Intersegment sales                           -         -         -       3.0       0.9       3.9            -     (3.9)         -
   Operating income (loss)                   27.9       1.5      29.4      (7.2)     (0.1)     (7.3)        (7.6)     0.3       14.8
   Identifiable assets                      749.2     285.2   1,034.4     567.4      62.4     629.8         19.1      5.4    1,688.7
   Depreciation and amortization             22.1       5.5      27.6       6.1       0.2       6.3          0.3     (0.3)      33.9
   Capital expenditures                       3.0       1.4       4.4       0.3       0.3       0.6            -        -        5.0
   Research and development expense             -         -         -         -         -         -            -        -          -
</TABLE>


<TABLE>
<CAPTION>

                                                                      Three Months Ended March 31, 2001
                                         -----------------------------------------------------------------------------------------

                                            Bowling Centers                Bowling Products
                                        ---------------------------  ---------------------------
                                                 Inter-     Sub-               Inter-     Sub-                  Elim-
                                        U.S.    national    total      U.S.   national    total     Corporate  inations    Total
                                        ----    --------    -----      ----   --------    -----     ---------  --------    -----
<S><C>
   Revenue from unaffiliated customers  $ 142.5    $ 31.6   $ 174.1     $15.5    $ 19.9    $ 35.4          $ -      $ -    $ 209.5
   Intersegment sales                         -         -         -       2.7       0.3       3.0            -     (3.0)         -
   Operating income (loss)                 27.3       3.3      30.6      (3.1)     (0.4)     (3.5)        (5.6)     0.4       21.9
   Identifiable assets                    794.6     308.3   1,102.9     593.8      69.7     663.5         27.6      3.8    1,797.8
   Depreciation and amortization           21.7       5.7      27.4       5.7       0.3       6.0          0.4     (0.4)      33.4
   Capital expenditures                     7.3       2.7      10.0       2.4         -       2.4          0.3        -       12.7
   Research and development expense           -         -         -       0.1         -       0.1            -        -        0.1
</TABLE>



Note 8.  Condensed Consolidating Financial Statements

  Bowling Worldwide's Senior Subordinated Notes and Senior Subordinated Discount
Notes are jointly and severally guaranteed on a full and unconditional basis by
AMF Group Holdings and the first and second-tier subsidiaries of Bowling
Worldwide (the "Guarantor Companies"). AMF Bowling and the third-tier and lower-
tier subsidiaries of Bowling Worldwide have not provided guarantees of such
indebtedness (the "Non-Guarantor Companies").

  The following condensed consolidating financial information presents:  (i) the
condensed consolidating balance sheet for the Guarantor Companies, the Non-
Guarantor Companies and the Company as of March 31, 2001, and condensed
consolidating statements of operations and cash flows for the Guarantor
Companies, the Non-Guarantor Companies and the Company for the three months
ended March 31, 2001 and (ii) elimination entries necessary to combine the
entities comprising the Company.

                                       12
<PAGE>

                       AMF BOWLING, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

                       AMF BOWLING, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATING BALANCE SHEET
                              As of March 31, 2001
                                  (unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                     Non-
                                                     Guarantor    Guarantor
                                                     Companies    Companies   Eliminations      Consolidated
                                                     ---------    ---------   ------------      ------------
<S><C>
    Assets
  Current assets:
    Cash and cash equivalents                           $ 34,703     $ 8,740            $ -        $ 43,443
    Accounts and notes receivable, net
       of allowance for doubtful accounts                 42,825         691              -          43,516
    Accounts receivable - intercompany                    15,607      17,585        (33,192)              -
    Inventories                                           49,753       1,261              -          51,014
    Other current assets                                   9,919       4,018              -          13,937
                                                   -------------- ----------- -------------- ---------------
     Total current assets                                152,807      32,295        (33,192)        151,910
  Notes receivable - intercompany                         50,369       5,663        (56,032)              -
  Property and equipment, net                            686,851      39,342          1,456         727,649
  Investment in subsidiaries                               6,382     417,393       (423,775)              -
  Goodwill and other assets                              788,573      20,579              -         809,152
                                                   -------------- ----------- -------------- ---------------
    Total assets                                     $ 1,684,982   $ 515,272     $ (511,543)    $ 1,688,711
                                                   ============== =========== ============== ===============

    Liabilities and Stockholders' Equity
  Current liabilities:
    Accounts payable                                    $ 22,304    $ (1,732)          $ 35        $ 20,607
    Accounts payable - intercompany                       17,585      15,607        (33,192)              -
    Accrued expenses                                      81,117      12,986              -          94,103
    Current portion of long-term debt                  1,127,059     180,114              -       1,307,173
                                                   -------------- ----------- -------------- ---------------
     Total current liabilities                         1,248,065     206,975        (33,157)      1,421,883
  Notes payable - intercompany                             5,663      50,369        (56,032)              -
  Other long-term liabilities                              6,474         372              -           6,846
                                                   -------------- ----------- -------------- ---------------
    Total liabilities                                  1,260,202     257,716        (89,189)      1,428,729
                                                   -------------- ----------- -------------- ---------------
  Commitments and contingencies
  Stockholders' equity:
    Common stock                                               -         843              -             843
    Paid-in capital                                    1,054,684     928,014     (1,052,668)        930,030
    Retained deficit                                    (593,705)   (635,096)       594,109        (634,692)
    Accumulated other comprehensive loss                 (36,199)    (36,205)        36,205         (36,199)
                                                   -------------- ----------- -------------- ---------------
    Total stockholders' equity                           424,780     257,556       (422,354)        259,982
                                                   -------------- ----------- -------------- ---------------

    Total liabilities and stockholders' equity       $ 1,684,982   $ 515,272     $ (511,543)    $ 1,688,711
                                                   ============== =========== ============== ===============
</TABLE>



                                       13
<PAGE>

                       AMF BOWLING, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

                       AMF BOWLING, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                   For the Three Months Ended March 31, 2001
                                  (unaudited)
                                 (in thousands)


<TABLE>
<CAPTION>

                                                                      Non-
                                                     Guarantor      Guarantor
                                                     Companies      Companies    Eliminations   Consolidated
                                                     ---------      ---------    ------------   ------------
<S><C>
  Operating revenue                                    $ 190,020       $ 15,901       $ (239)      $ 205,682
                                                    ------------- -------------- ------------ ---------------

  Operating expenses:
   Cost of goods sold                                     41,123          1,654         (160)         42,617
   Bowling center operating expenses                      89,768          7,714          (79)         97,403
   Selling, general, and administrative expenses          10,791          2,167            -          12,958
   Refinancing charges                                     3,970             77            -           4,047
   Depreciation and amortization                          31,705          2,198          (34)         33,869
                                                    ------------- -------------- ------------ ---------------
   Total operating expenses                              177,357         13,810         (273)        190,894
                                                    ------------- -------------- ------------ ---------------

  Operating income                                        12,663          2,091           34          14,788
                                                    ------------- -------------- ------------ ---------------

  Nonoperating expenses (income):
   Interest expense                                       37,847          3,320            -          41,167
   Other expenses, net                                     3,430          1,020            -           4,450
   Interest income                                          (562)            (2)           -            (564)
   Equity in loss (income) of subsidiaries                (1,278)        30,545      (29,267)              -
                                                    ------------- -------------- ------------ ---------------
  Total nonoperating expenses                             39,437         34,883      (29,267)         45,053
                                                    ------------- -------------- ------------ ---------------

  Loss before income taxes                               (26,774)       (32,792)      29,301         (30,265)
  Provision for income taxes                               2,493            263            -           2,756
                                                    ------------- -------------- ------------ ---------------

  Net loss                                             $ (29,267)     $ (33,055)    $ 29,301       $ (33,021)
                                                    ============= =========================== ===============

</TABLE>



                                       14
<PAGE>

                       AMF BOWLING, INC. AND SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

                       AMF BOWLING, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                   For the Three Months Ended March 31, 2001
                                  (unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>


                                                                                          Non-
                                                                          Guarantor    Guarantor
                                                                          Companies    Companies     Eliminations     Consolidated
                                                                          ---------    ---------     ------------     ------------
<S><C>
  Cash flows from operating activities:
     Net loss                                                               $ (29,267)   $ (33,055)       $ 29,301      $ (33,021)
     Adjustments to reconcile net loss to net
      cash provided by (used in) operating activities:
      Depreciation and amortization                                            31,705        2,198             (34)        33,869
      Equity in loss of joint ventures                                              -            -               -              -
      Amortization of bond discount                                             6,525        2,769               -          9,294
      Equity in (loss) income of subsidiaries                                  (1,278)      30,545         (29,267)             -
      (Gain) loss on the sale of property and equipment, net                       34            -               -             34
      Changes in assets and liabilities:
       Accounts and notes receivable                                           (3,759)        (251)              -         (4,010)
       Receivables and payables - affiliates                                    1,136       (1,136)              -              -
       Inventories                                                              2,598           89               -          2,687
       Other assets                                                             2,727       (1,409)              -          1,318
       Accounts payable and accrued expenses                                  (15,522)         763               -        (14,759)
       Income taxes payable                                                     2,513          195               -          2,708
       Other long-term liabilities                                               (649)           -               -           (649)
                                                                        -------------- ------------ ---------------- -------------
      Net cash provided by (used in) operating activities                      (3,237)         708               -         (2,529)
                                                                        -------------- ------------ ---------------- -------------

  Cash flows from investing activities:
     Purchases of property and equipment                                       (4,413)        (626)              -         (5,039)
     Proceeds from sale of property and equipment                                  93            -               -             93
                                                                        -------------- ------------ ---------------- -------------
      Net cash used in investing activities                                    (4,320)        (626)              -         (4,946)
                                                                        -------------- ------------ ---------------- -------------

  Cash flows from financing activities:
     Payments of noncompete obligations                                           (75)           -               -            (75)
                                                                        -------------- ------------ ---------------- -------------
      Net cash provided by (used in) financing activities                         (75)           -               -            (75)
                                                                        -------------- ------------ ---------------- -------------
      Effect of exchange rates on cash                                          5,247       (2,809)              -          2,438
                                                                        -------------- ------------- --------------- --------------
      Net decrease in cash                                                     (2,385)      (2,727)              -         (5,112)
      Cash and cash equivalents at beginning of period                         37,088       11,467               -         48,555
                                                                        -------------- ------------ --------------- --------------
      Cash and cash equivalents at end of period                             $ 34,703      $ 8,740             $ -       $ 43,443
                                                                        ============== ============ =============== ==============
</TABLE>



                                       15
<PAGE>

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


  Certain matters discussed in this report contain forward-looking statements,
which are statements other than historical information or statements of current
condition. Statements set forth in this report or statements incorporated by
reference from documents filed with the SEC are or may be forward-looking
statements, including possible or assumed future results of the operations of
the Company, including but not limited to (a) any statements contained in this
report concerning: (i) timing, execution and results of the Company's
restructuring process, (ii) the timing or amount of any changes in the interest
expense and/or principal repayment obligations of the Company's indebtedness,
including the timing of any acceleration of the Company's indebtedness, and the
timing of the pursuit of any remedies by the Company's creditors, (iii) the
Company's ability to generate cash flow to service its indebtedness and meet its
debt payment obligations, (iv) the results of the Company's plans to improve its
bowling centers operations, including revenue enhancement and cost management
programs, (v) the results of the Company's efforts to improve the Bowling
Products business, (vi) the ability of the Company's management to execute the
Company's strategies, (vii) the results of operations and initiatives engaged in
with respect to the Company's Bowling Products and Bowling Centers businesses,
(viii) the results of the Company's employee incentive and retention efforts,
(ix) the outcome of existing or potential litigation, (x) the amounts of capital
expenditures needed to maintain or improve the Company's bowling centers and (b)
any statements preceded by, followed by or including the words "believes,"
"expects," "predicts," "anticipates," "intends," "estimates," "should," "may" or
similar expressions and (c) other statements contained or incorporated in this
report regarding matters that are not historical facts.

  These forward-looking statements relate to the plans and objectives of the
Company or future operations. In light of the risks and uncertainties inherent
in all future projections and the Company's financial position, the inclusion of
forward-looking statements in this report should not be regarded as a
representation by the Company that the objectives or plans of the Company will
be achieved. Many factors could cause the Company's actual results to differ
materially from those in the forward-looking statements, including:  (i) the
ability of the Company to continue operating as a going concern and successfully
emerge from Chapter 11 pursuant to a feasible Chapter 11 reorganization plan
that provides for the Company to remain substantially intact, (ii) timing,
execution and results of the Company's restructuring or refinancing process,
(iii) the Company's ability to avoid the acceleration of its long term
indebtedness, the resulting cross default under such indebtedness and any
resulting enforcement of remedies relating to such default, including the filing
of an involuntary bankruptcy petition and the foreclosure by the Lenders on
collateral for their indebtedness, (iv) the Company's ability, and the ability
of its management team, to carry out the Company's business strategies, (v) the
Company's ability to maintain liquidity and to have sufficient funds to carry
out its capital expenditure program, (vi) the Company's ability to sell
equipment to existing bowling markets and participate in sales to new bowling
markets in light of the current uncertainty surrounding the Company's financial
position, (vii) the continuation of adverse financial results and substantial
competition in the Company's Bowling Products business, (viii) the Company's
ability to retain and attract experienced bowling center management and other
key management personnel, (ix) the Company's ability to successfully implement
initiatives designed to improve and retain customer traffic in its bowling
centers, (x) the Company's ability to attract and retain league bowlers in its
bowling centers and customers in its Bowling Products business, (xi) the risk of
adverse political acts or developments in the Company's international markets,
(xii) fluctuations in foreign currency exchange rates, (xiii) continued or
increased competition, (xiv) the popularity of bowling, (xv) the decline in
general economic conditions, (xvi) adverse judgments in pending or future
litigation and (xvii) changes in interest and exchange rates.

  The foregoing review of important factors should not be construed as
exhaustive and should be read in conjunction with other cautionary statements
that are included elsewhere in this report. AMF Bowling undertakes no obligation
to release publicly the results of any future revisions it may make to forward-
looking statements to reflect events or circumstances after the date hereof or
to reflect the occurrence of unanticipated events.


                                       16
<PAGE>

Bowling Products Reorganization

  As part of management's ongoing review of Bowling Products, the Company
announced on May 2, 2001 a major reorganization of such operations. The
reorganization included significant staff reductions and other cost cutting
measures designed to more effectively align the costs of the Bowling Products
business with its revenue, which has decreased dramatically in recent years. The
reorganization also restructured the Bowling Products business into five new
manufacturing divisions, a global sales and service group and a consolidated
accounting, administration and logistics group, with an increased focus on
customer service across the business. Management anticipates that this
reorganization will enable the Bowling Products business to return to
profitability over time.

Restructuring

      In August 2000, AMF Bowling announced that Bowling Worldwide and the
Lenders had entered into the Amendment.  Pursuant to the Amendment, Bowling
Worldwide agreed, among other things, to forbear from making the September 15,
2000 interest payment due on its Senior Subordinated Notes and that it would
begin exploring various alternatives to restructure and reduce its long-term
debt.  As part of the Amendment, the Lenders agreed to waive any default under
the Credit Agreement resulting from the failure to make the September 15, 2000
interest payment due on the Senior Subordinated Notes unless the Company's other
creditors commenced the exercise of remedies, which could include the
acceleration of the Company's debt obligations and an involuntary bankruptcy
filing.  The Amendment further provided for the permanent termination of $100.0
million of the otherwise available working capital commitments under the Credit
Agreement.  Moreover, the Amendment waived Bowling Worldwide's compliance with
the financial covenants in the Credit Agreement through December 31, 2000.  The
Amendment also required that Bowling Worldwide deliver a preliminary plan
containing the principal terms of a proposal to restructure the Company's debt
to the Lenders.  Bowling Worldwide submitted such a proposed restructuring plan
on September 30, 2000 and a majority of the Lenders indicated by October 15,
2000 that the plan was generally satisfactory in form and substance, subject to
further approval of any definitive plan.

  Bowling Worldwide did not make the cash interest payments of approximately
$13.6 million on its Senior Subordinated Notes required on each of September 15,
2000 and March 15, 2001 and the 30 day period to cure the non-payment of
interest under the related indenture expired in each instance.  Under the
indenture, the Trustee on its own or the holders of 25% or more of the
outstanding principal amount of the Senior Subordinated Notes have had the
right, by written notice, since the expiration of a cure period, to declare all
amounts owed under the indenture immediately due and payable.  If the
indebtedness represented by the Senior Subordinated Notes is accelerated, such
acceleration would result in a default under the Credit Agreement, the Senior
Subordinated Discount Notes, the Convertible Debentures and certain other
Company indebtedness.  In such event, the Company would not then be able to meet
its accelerated payment obligations. As of May 14, 2001, neither Bowling
Worldwide nor AMF Bowling has received notice that any of its indebtedness has
been or will be accelerated.

  Bowling Worldwide did not make a scheduled principal payment to the Lenders of
$12.8 million that was due on December 29, 2000. Bowling Worldwide did pay $3.0
million of the $14.7 million of interest then due under the Credit Agreement
bank debt of December 29, 2000.  The remainder of the $14.7 million of interest
(at a non-default interest rate) due was paid on a weekly schedule during the
first quarter of 2001.  As a result of the foregoing, Bowling Worldwide is in
default under the Credit Agreement. Bowling Worldwide did not make a scheduled
principal payment under the Credit Agreement $12.8 million which was due on
March 30, 2001 but did make a $16.4 million interest payment under the Credit
Agreement on March 30, 2001.  This payment represented interest at the non-
default interest rate and was approximately $2.8 million less than the interest
would have been at the default rate.

  On April 30, 2001, Bowling Worldwide made an interest payment of $10.3 million
to the Lenders which represented the sum of (i) a cumulative payment of the
amount of interest at the default rate in excess of interest previously paid at
the non-default rate for the period from January 1, 2001 to March 31, 2001 and
(ii) a payment of interest at the default rate for the period from April 1, 2001
to April 30, 2001.

  As explained above, Bowling Worldwide is in default under the Credit Agreement
and the Senior Subordinated Notes and such defaults could result in defaults
being declared and the acceleration of the indebtedness under the Credit
Agreement, the Senior Subordinated Notes, the Senior Subordinated Discount
Notes, the Convertible Debentures and certain other indebtedness of the Company.


                                       17
<PAGE>

However, as of May 14, 2001, neither AMF Bowling nor Bowling Worldwide has
received notice that any of its indebtedness has been or will be accelerated.
The Company is also not aware that any creditor, including the Lenders
Subordinated Notes Holders has taken action, or notified the Company that it
will take action, to enforce its rights or remedies against the Company or its
assets as a result of the defaults described above.

  Since January 2001, the Company has funded its day to day operating expenses
and requirements for capital expenditures from cash flow from operations.
During 2001, scheduled principal payments under the Credit Agreement increase
significantly and cash interest becomes payable on the Senior Subordinated
Discount Notes.  Management anticipates that the Company will not make such
principal and interest payments.

  During 2000, the NYSE delisted the Common Stock, the Senior Subordinated Notes
and Senior Subordinated Discount Notes. The NYSE's action was taken in part due
to the Company's restructuring and in part due to the fact that the Common Stock
traded below the NYSE's continued listing criteria relating to a minimum share
price. Since November 22, 2000, the Common Stock has traded in the over-the-
counter market under the symbol "AMBW."

  In mid 2000, Bowling Worldwide retained financial and legal advisors to assist
it in evaluating its restructuring and refinancing alternatives.  At the time,
management believed the possible alternatives included a consensual, negotiated
restructuring, a reorganization under Chapter 11 and/or other possible methods
for reducing the Company's long-term debt and improving its capital structure.
Any alternative selected would likely have a material adverse effect on the
ability of AMF Bowling's shareholders to recover their investment in the Common
Stock and on the ability of the Subordinated Notes Holders and the holders of
the Convertible Debentures and other Company indebtedness to receive interest
and principal payments due thereon.

  Bowling Worldwide and its advisors have provided certain information to and
have held substantive discussions with the steering committees for the Lenders
and the Subordinated Notes Holders.  The Lenders and the Subordinated Notes
Holders have each retained their own separate legal and financial advisors.

  Management now believes that a Chapter 11 filing is the most likely and
efficient means to complete the debt restructuring.  The Company and the
steering committees for the Lenders and the Subordinated Notes Holders are
continuing discussions regarding the debt restructuring.  The Company believes
that these discussions are constructive and progress is being made.
Accordingly, at this time management has not made a recommendation to the Board
with respect to a Chapter 11 filing and the Board has not yet taken any action
in this regard.  Bowling Worldwide is continuing discussions with the Lenders
and the Subordinated Notes Holders about a potential Chapter 11 filing as well
as reviewing business, tax and legal issues related to such a filing in order to
ensure an orderly proceeding with minimal impact on the Company's operations,
employees and customers.

  In order to facilitate a restructuring in a Chapter 11 proceeding, Bowling
Worldwide has received proposals for a DIP Facility.  Although no assurances can
be given, Bowling Worldwide believes that it would have a commitment from the
Lenders for a DIP Facility at the time of filing for a reorganization under
Chapter 11. Management expects to continue to use operating cash flow to meet
its liquidity requirements.  Since Bowling Worldwide is in default under the
Credit Agreement, the adequacy of the Company's liquidity is and will remain
uncertain until the restructuring is completed.  Upon a filing under Chapter
11, management believes that the additional borrowing capacity of a DIP Facility
would be sufficient to meet the Company's liquidity requirements during the
period when the Company would be operating under Chapter 11.  No assurances can
be given in this regard.

  While it is diligently pursuing a financial restructuring, Bowling Worldwide
is unable to predict if it will be able to arrive at a restructuring plan
acceptable to the Lenders and the Subordinated Notes Holders before a filing is
made or during a Chapter 11 proceeding.  Bowling Worldwide is unable to predict
whether it will be able to satisfactorily implement such a plan or whether, in
the interim, the Lenders and the Subordinated Notes Holders will continue to
forbear from exercising any or all of the remedies available to them, including
acceleration of the Company's indebtedness an involuntary bankruptcy proceeding
and, in the case of the Lenders, realization on collateral for their
indebtedness.

  Because retention of key personnel and maintenance of employee morale is
critical during a restructuring, in mid 2000, certain bonus, severance and
retention programs were approved.  The programs extend to senior management and
bonus-eligible and stock option-eligible personnel, including all center


                                       18
<PAGE>

managers around the world. In March 2001, after consultation with its
compensation advisor and financial advisor, the Board approved several
enhancements to the year 2001 incentive compensation plan designed to encourage
retention and motivate key personnel during the restructuring process.   The
enhancements included changing the bonus payments to employees currently with
annual plans to quarterly payments similar to a plan already in place for center
managers.  In addition, the Company has committed to pay a minimum of 50% of
target bonus in 2001 for those who continue employment in good standing through
March 31, 2002.

  The members of the Board of Directors and management of AMF Bowling are also
the directors and management of Bowling Worldwide.  As discussed above, AMF
Bowling first announced the restructuring in August 2000.  In November 2000, the
directors and management of AMF Bowling retained separate legal advisors to
assist the directors and management of AMF Bowling in the evaluation of the
alternatives for AMF Bowling given the restructuring by Bowling Worldwide.  As
of this date, the Board of Directors of AMF Bowling has made no decision and has
taken no action concerning a restructuring of or the filing of a Chapter 11 by
AMF Bowling.

  Under the Credit Agreement, Bowling Worldwide may not upstream funds to AMF
Bowling.  AMF Bowling has no operating assets or businesses and its only
investment is the stock of its subsidiary, AMF Group Holdings, which is the
parent of Bowling Worldwide.  Management believes that AMF Bowling lacks the
liquidity to sustain its operation and has no ability to obtain financing at
this time.  Any restructuring of AMF Bowling is likely dependent on the
restructuring of Bowling Worldwide.  AMF Bowling will continue to obtain
independent advice as deemed necessary with regard to the restructuring of
Bowling Worldwide and its impact on AMF Bowling.

Background

  This discussion should be read in conjunction with the information contained
under "Selected Financial Data" and in AMF Bowling's Condensed Consolidated
Financial Statements and the notes thereto included elsewhere herein. See also
"Note 1. Business Description - Organization and Restructuring" in the Notes to
the Condensed Consolidated Financial Statements.

  To facilitate a meaningful comparison, in addition to discussing the
consolidated results of the Company's operations, certain portions of this
Management's Discussion and Analysis of Financial Condition and Results of
Operations discuss results of Bowling Centers and Bowling Products separately.

  The results of operations of Bowling Centers, Bowling Products and the
consolidated group of companies are set forth below. The business segment
results presented below are before intersegment eliminations since the Company's
management believes that this provides a more accurate comparison of performance
by segment from year to year. The intersegment eliminations are not material.
Interest expense is presented on a gross basis.  The comparative results of
Bowling Centers for the first three months of 2001 versus 2000 reflect the
closing of 5 centers in 2001.

  The Company's Condensed Consolidated Financial Statements have been prepared
on a going concern basis which contemplates continuity of operations,
realization of assets and liquidation of liabilities and commitments in the
normal course of business.  The Company's financial position, including the
default on its debt and the continuing losses from operations, raise substantial
doubt about the Company's ability to continue as a going concern.  The
appropriateness of reporting on the going concern basis is dependent upon, among
other things, a prompt restructuring, refinancing or Chapter 11 relief, future
profitable operations, and the ability to generate sufficient cash from
operations and financing sources to meet obligations.  As a result of the
Company's current circumstances, however, such realization of assets and
liquidation of liabilities are uncertain.  Further, a plan of reorganization
could materially affect the assets and liabilities reported in the accompanying
consolidated financial statements.  The consolidated financial statements do not
include any adjustments relating to the recoverability of the value of recorded
asset amounts or the amounts and classifications of liabilities that might be
necessary as a consequence of this uncertainty.



                                       19
<PAGE>

                               AMF BOWLING, INC.
                            Selected Financial Data
                                  (unaudited)
                            (in millions of dollars)
<TABLE>
<CAPTION>


                                                                      Three Months
                                                                    Ended March 31,
                                                                    ---------------
                                                                  2001           2000
                                                                  ----           ----
<S><C>
Bowling Centers (before intersegment eliminations)
Operating revenue                                               $ 174.1       $ 174.1
                                                                -------       -------
Cost of goods sold                                                 16.7          17.3
Bowling center operating expenses                                  97.7          97.0
Selling, general, and administrative expenses                       1.9           1.8
Refinancing charges                                                 0.8             -
Depreciation and amortization                                      27.6          27.4
                                                                -------       -------
Operating income                                                 $ 29.4        $ 30.6
                                                                =======       =======

Bowling Products (before intersegment eliminations)
Operating revenue                                                $ 35.5        $ 38.4
Cost of goods sold                                                 29.5          29.0
                                                                -------       -------
Gross profit                                                        6.0           9.4
Selling, general, and administrative expenses                       6.8           6.9
Refinancing charges                                                 0.2             -
Depreciation and amortization                                       6.3           6.0
                                                                -------       -------
Operating loss                                                   $ (7.3)       $ (3.5)
                                                                =======       =======

Consolidated
Operating revenue                                               $ 205.7       $ 209.5
                                                                -------       -------
Cost of goods sold                                                 42.6          43.4
Bowling center operating expenses                                  97.4          96.9
Selling, general, and administrative expenses                      13.0          13.9
Refinancing charges                                                 4.0             -
Depreciation and amortization                                      33.9          33.4
                                                                -------       -------
Operating income                                                   14.8          21.9
Interest expense, gross                                            41.2          32.0
Other (income) expense, net                                         3.9          (0.7)
                                                                -------       -------
Loss before income taxes                                          (30.3)         (9.4)
Provision for income taxes                                          2.7           1.1
                                                                -------       -------
Net loss before equity in loss of  joint ventures                 (33.0)        (10.5)
Equity in loss of joint ventures                                      -          (0.1)
                                                                -------       -------
Net loss                                                        $ (33.0)      $ (10.6)
                                                                =======       =======

Selected Data:
   EBITDA (a)
     Bowling Centers                                             $ 57.8        $ 58.0
     Bowling Products                                            $ (0.8)        $ 2.5

   EBITDA margin
     Bowling Centers                                              33.2%         33.3%
     Bowling Products                                             -2.3%          6.5%

</TABLE>

      (a) EBITDA represents operating income before depreciation, amortization
          and refinancing charges.


                                       20
<PAGE>

Bowling Centers

  The Bowling Centers results shown in "Selected Financial Data" reflect both
U.S. and international bowling centers operations.  To facilitate a meaningful
comparison, the constant center results discussed below reflect the results of
507 centers that had been in operation one full fiscal year as of December 31,
2000. Bowling Centers derives its revenue from three principal sources: (i)
bowling, (ii) food and beverage and (iii) other sources, such as shoe rental,
amusement games, billiards and pro shops.  For the three months ended March 31,
2001, bowling, food and beverage and other revenue represented 59.0%, 27.6% and
13.4% of total Bowling Centers revenue, respectively. For the three months ended
March 31, 2000, bowling, food and beverage and other revenue represented 59.2%,
27.4% and 13.4% of total Bowling Centers revenue, respectively.


Quarter Ended March 31, 2001 Compared to Quarter Ended March 31, 2000

  Bowling Centers operating revenue was flat compared with prior year.  An
increase of $5.0 million, or 3.6%, was attributable to U.S. constant centers,
primarily as a result of price increases in open play revenue, and food and
beverage and ancillary revenue associated with open play traffic.  International
constant centers operating revenue decreased $3.9 million, or 12.5%, in part due
to unfavorable currency translation of results.  On a constant currency basis,
international operating revenue would have been flat compared with prior year.
An increase of $1.7 million was attributable to four newly acquired U.S. centers
and an increase of $1.4 million was attributable to thirteen joint venture
centers acquired in December 2000 and two newly constructed centers in
Australia. A decrease of $4.3 million in total operating revenue was
attributable to sixteen centers that were closed since March 31, 2000.

  Cost of goods sold decreased $0.6 million, or 3.3%, primarily as a result of
closing centers.

  Operating expenses increased $0.7 million, or 0.7%.  An increase of $2.4
million was attributable to constant centers and an increase of $2.1 million was
attributable to new centers. A decrease of $0.8 million was attributable to
lower regional, district and support staff operations expenses and a decrease of
$3.0 million was attributable to closed centers.  As a percentage of its
revenue, Bowling Centers operating expenses were 56.1% for the first quarter of
2001 compared with 55.7% for the first quarter of 2000.

  Selling, general and administrative expenses increased $0.2 million, or 10.8%,
compared with the same period in 2000 primarily as a result of higher
international constant centers costs.

   EBITDA decreased $0.2 million, or 0.3%. EBITDA margin for the first quarter
of 2001 was 33.2% compared with 33.3% for the first quarter of 2000.

Bowling Products

Quarter Ended March 31, 2001 Compared to Quarter Ended March 31, 2000

  Bowling Products operating revenue decreased $2.9 million, or 7.6%.  Revenue
from sales of New Center Packages ("NCPs", which include all the equipment
necessary to outfit a new bowling center or expand an existing bowling center)
increased $5.0 million, or 42.8%, primarily as a result of improved sales to
Asia and Europe. Modernization and Consumer Products (which include
modernization equipment, supplies, spare parts and consumable products) revenue
decreased $7.9 million, or 29.6%, primarily as a result of decreased sales to
Asia and North America.  Management believes that its Bowling Products business
results have been negatively impacted by the uncertainty surrounding the
Company's financial position.

  Gross profit decreased $3.4 million, or 36.2%, primarily as a result of
decreased sales volume and manufacturing variances.

  Selling, general and administrative expenses decreased $0.1 million, or 1.4%.

   EBITDA was $(0.8) million in the first quarter of 2001 compared with $2.5
million in the first quarter of 2000. The negative EBITDA margin in the first
quarter of 2001 compared with 6.5% in the first quarter of 2000 primarily as a
result of the decrease in sales and gross profit.

                                       21
<PAGE>

Consolidated

Depreciation and Amortization

  Depreciation and amortization increased $0.5 million, or 1.5%, in the first
quarter of 2001 compared with the same period in 2000.  This increase was
primarily attributable to incremental depreciation expense as a result of
capital expenditures.

Interest Expense

  Gross interest expense increased $9.2 million, or 28.8%, in the first quarter
of 2001 compared with the same period in 2000.  Interest incurred on bank debt
primarily due to higher average borrowing rates. See "--Liquidity" and "--
Capital Resources" for further discussion of the bank debt.  Non-cash bond
interest amortization totaled $9.3 million for the quarter ended March 31, 2001,
compared with $10.1 million for the quarter ended March 31, 2000.

Income Taxes

  As of March 31, 2001, the Company had net operating losses of approximately
$450.3 million and foreign tax credits of $11.5 million that will carry over to
future years to offset U.S. income taxes.  The foreign tax credits will begin to
expire in the fiscal year 2001 and the net operating losses will begin to expire
in the fiscal year 2011. The Company has recorded a valuation reserve, as of
December 31, 2000, for $210.3 million related to net operating losses, foreign
tax credits and other deferred tax assets that the Company may not utilize prior
to their expirations. The tax provision recorded for the three months ended
March 31, 2001 reflects certain international taxes.

Net Loss

  Net loss in the quarter ended March 31, 2001 totaled $33.0 million compared
with a net loss of $10.6 million in the quarter ended March 31, 2000.  In
addition to the impact of changes in EBITDA, depreciation, interest and taxes
discussed above, the Company recorded $0.1 million in equity in loss of joint
ventures in the first quarter of 2000.  Additionally, the Company recorded other
expense of $3.9 million in the first quarter of 2001 compared with other income
of $0.7 million in the first quarter of 2000.

Liquidity

  Under the Credit Agreement, Bowling Worldwide may not upstream funds to AMF
Bowling.  AMF Bowling has no operating assets or businesses and its only
investment is the stock of its subsidiary, AMF Group Holdings, which is the
parent of Bowling Worldwide. Management believes that AMF Bowling lacks the
liquidity to sustain its operation and has no ability to obtain financing at
this time.  Any restructuring of AMF Bowling is likely dependent on the
restructuring of Bowling Worldwide.  AMF Bowling will continue to obtain
independent advice as deemed necessary with regard to the restructuring of
Bowling Worldwide and its impact on AMF Bowling.

  Working capital on March 31, 2001 was ($1,270.0) million compared with
$(1,284.1) million on December 31, 2000, an increase of $14.1 million. As
discussed in "Note 1. Business Description - Organization and Restructuring",
the Company is in default on its long-term debt. The repayment of the debt is
subject to acceleration by the Lenders and as a result, the Company's debt has
been reclassified as current. Increases in working capital were attributable to
an increase of $0.4 million in accounts receivable, an increase of $1.2 million
in other current assets, a decrease of $14.0 million in accounts payable and
accrued expenses and a decrease of  $8.3 million in current portion of long-term
debt. These increases were offset by a decrease of $4.7 million in inventory and
a decrease of $5.1 million in cash.

  Net cash used by operating activities was $2.5 million for the three months
ended March 31, 2001 compared with net cash provided of $26.4 million for the
three months ended March 31, 2000, a difference of $28.9 million. A decrease of
$22.4 million was attributable to a net loss of $33.0 million recorded in the
first three months of 2001 compared with a net loss of $10.6 million in the same
period in 2000, a decrease of $0.1 million due to lower loss in equity of joint
ventures, a decrease of $11.5 million attributable to lower levels of accounts


                                       22
<PAGE>

payable and accrued expenses, a decrease of $11.1 million attributable to
increased levels of accounts receivable and a decrease of $0.8 million due to
lower levels of bond amortization. These decreases were partially offset by
an increase of $10.3 million attributable to lower levels of inventory and an
increase of $6.7 million attributable to changes in other operating activities.

  Net cash used in investing activities was $4.9 million for the three months
ended March 31, 2001 compared with $10.0 million for the three months ended
March 31, 2000, a difference of $5.1 million. Purchases of property and
equipment decreased by $7.7 million in 2001. Proceeds from the sale of property
and equipment decreased $2.6 million in 2001. See "--Capital Expenditures" for
additional discussion of purchases of property and equipment.

  Net cash used in financing activities was $0.1 million for the three months
ended March 31, 2001 compared with $18.0 million for the three months ended
March 31, 2000, a difference of $17.9 million.   Payments on long-term debt
decreased $17.8 million. For the three months ended March 31, 2000, the Company
made $12.8 million of scheduled principal payments under the Term Facilities and
$5.0 million of unscheduled payments under the Bank Facility.  The Company made
no principal payments under the Term Facilities or Bank Facility for the three
months ended March 31, 2001.  See "Note 5. Long-Term Debt" in the Notes to
Condensed Consolidated Financial Statements and "--Capital Resources."

  As a result of the aforementioned, cash decreased by $5.1 million for the
three months ended March 31, 2001 compared with a decrease of $3.1 million for
the three months ended March 31, 2000.

Capital Resources

  Under the Credit Agreement, Bowling Worldwide may not upstream funds to AMF
Bowling.  AMF Bowling has no operating assets or businesses and its only
investment is the stock of its subsidiary, AMF Group Holdings, which is the
parent of Bowling Worldwide.  Management believes that AMF Bowling lacks the
liquidity to sustain its operation and has no ability to obtain financing at
this time.  Any restructuring of AMF Bowling is likely dependent on the
restructuring of Bowling Worldwide.  AMF Bowling will continue to obtain
independent advice as deemed necessary with regard to the restructuring of
Bowling Worldwide and its impact on AMF Bowling.

  The Company's total indebtedness is primarily a result of the financing of the
Acquisition and the Company's bowling center acquisition program. At March 31,
2001, the Company's debt consisted of $614.1 million of borrowings under the
Credit Agreement and a mortgage in principal amount of $2.0 million
(collectively, the "Senior Debt"), $250.0 million of Senior Subordinated Notes,
$277.0 million of Senior Subordinated Discount Notes, $1.0 million represented
by a capital lease and $163.1 million of Convertible Debentures. At March 31,
2001, the Company's Senior Debt consisted of $365.1 million of term loans,
$249.0 million outstanding under the Bank Facility and $3.0 million represented
by one mortgage note and a capital lease.

  During the first quarter of 2001, the Company funded its cash needs through
cash flows from operations. Bowling Worldwide incurred cash interest expense of
$31.5 million in 2001, including $13.6 million on the Senior Subordinated Notes
due on March 15, 2001 and not paid and representing 59.8% of EBITDA of $52.7
million for the year. As a result of the default under the Credit Agreement, the
Company has begun to pay interest to the Lenders at Citibank's customary base
rate plus a margin and a 2% increment for default interest rates. Bowling
Worldwide incurred cash interest expense of $21.5 million in 2000, representing
37.7% of EBITDA of $57.1 million for the quarter.

  As of March 31, 2001, the Company had no available borrowing capacity under
the Credit Agreement with $249.0 million outstanding and $9.3 million of standby
and documentary letters of credit. See "Note 1. Business Description--
Organization and Restructuring" and "Note 5. Long-Term Debt" in the Notes to
Condensed Consolidated Financial Statements.


                                       23
<PAGE>

Capital Expenditures

  AMF Bowling has not historically had capital expenditures.  Under the Credit
Agreement, Bowling Worldwide may not upstream funds to AMF Bowling.  AMF Bowling
has no operating assets or businesses and its only investment is the stock of
its subsidiary, AMF Group Holdings, which is the parent of Bowling Worldwide.

  Bowling Worldwide historically funded its capital expenditures and
construction and acquisition of new centers with internally-generated cash, the
Bank Facility and issuances of Common Stock and Convertible Debentures by AMF
Bowling. Bowling Worldwide is in default under the Credit Agreement and the
Senior Subordinated Notes and such defaults could result in the acceleration of
the indebtedness under the Credit Agreement, Senior Subordinated Notes, Senior
Subordinated Discount Notes and certain other indebtedness of the Company.  As a
result of such defaults, the Lenders, Subordinated Notes Holders and other
creditors could exercise rights and remedies against the Company or its assets,
including filings on involuntary bankruptcy petition and, in the case of the
Lenders, realization on the collateral for the indebtedness.  Until the
restructuring is completed, the Company's ability to fund capital expenditures
is and will remain uncertain.

  The Company's capital expenditures were $5.0 million in the first quarter of
2001 compared with $12.7 million in the first quarter of 2000, a decrease of
$7.7 million.  Bowling Products expenditures decreased $0.3 million. Company-
wide information systems expenditures decreased $3.0 million. Investments in
Xtreme(TM) bowling equipment at various AMF Bowling centers decreased by $4.4
million.

Seasonality and Market Development Cycles

  The financial performance of Bowling Centers is seasonal. Cash flows typically
peak in the winter and reach their lows in the summer. While the geographic
diversity of Bowling Centers has helped reduce this seasonality in the past, the
increase in the number of U.S. centers owned by the Company resulting from
acquisitions has accentuated the seasonality of that business.

  Modernization and Consumer Products sales also display seasonality.  The
beginning of league play in the fall of each year drives the U.S. market, which
is the largest market for Modernization and Consumer Products.  While operators
purchase consumer products throughout the year, they often place larger orders
during the summer in preparation for the start of league play in the fall.
Summer is also generally the peak period for installation of modernization
equipment. Operators typically sign purchase orders for modernization equipment
during the first four months of the year after they receive winter league
revenue indications. Equipment is then shipped and installed during the summer
when leagues are generally less active. However, sales of some modernization
equipment, such as automatic scoring and synthetic lanes, are less predictable
and fluctuate from year to year because of the longer life cycle of these major
products.

International Operations

  The Company's international operations are subject to the usual risks inherent
in operating abroad, including, but not limited to, currency exchange rate
fluctuations, economic and political fluctuations and destabilization, other
disruption of markets, restrictive laws, tariffs and other actions by foreign
governments (such as restrictions on transfer of funds, import and export duties
and quotas, foreign customs, tariffs and value added taxes and unexpected
changes in regulatory environments), difficulty in obtaining distribution and
support for products, the risk of nationalization, the laws and policies of the
United States affecting trade, international investment and loans, and foreign
tax law changes.

  The Company has a history of operating in a number of international markets,
in some cases, for over 30 years.  As in the case of other U.S.-based
manufacturers with export sales, local currency devaluation increases the cost
of the Company's bowling equipment in that market.  As a result, a strengthening
U.S. dollar exchange rate adversely impacts sales volume and profit margins
during such periods.

  Foreign currency exchange rates also impact the translation of operating
results from international bowling centers.  For the three months ended March
31, 2001, revenue and EBITDA of international bowling centers represented 13.8%
and 13.7% of consolidated revenue and EBITDA, respectively.  For the three


                                       24
<PAGE>

months ended March 31, 2000, revenue and EBITDA of international bowling centers
represented 15.1% and 16.3% of consolidated revenue and EBITDA, respectively.

  The demand for NCPs remains below the peak levels achieved during 1997.
Management believes this is the result of continued market weakness in the Asia
Pacific region, as well as the limited availability of construction financing
for customers and the lack of a significant emerging market to replace China,
Korea and Taiwan.

  In an initial response to these soft market conditions as well as the
strengthened enforcement of import restrictions in China discussed below,
Bowling Products entered into three-year joint distribution agreements with
Shanghai Zhonglu Industrial Corporation ("Zhonglu") in June 1999.  Under the
terms of these agreements, Zhonglu became the exclusive distributor of AMF
products in China and Bowling Products became the exclusive distributor of
Zhonglu's bowling products and parts outside of China.  In 1999 and 2000,
Bowling Products purchased component parts from Zhonglu as part of its long-term
strategy to reduce manufacturing costs.  However, sales of both AMF products in
China and Zhonglu products outside China were slower than anticipated.  In
September 2001, the Company and Zhonglu amended the distribution agreements to
replace the exclusive sales relationship with a non-exclusive relationship.  The
Company continues to source some component parts from Zhonglu under the revised
agreements, but both parties are pursuing alternative sales channels. Management
believes that in January 2000, Zhonglu reached an agreement with Brunswick for
Brunswick to become the primary global sales organization for Zhonglu products.
Management is evaluating how this new relationship impacts the Company's
purchase of component parts from Zhonglu.

  China has strengthened enforcement of its import restrictions by requiring the
payment of full customs duties and value-added taxes on the importation of new
and used capital goods.  The Chinese government also prohibits importation of
used capital equipment without permits.  Permits for the importation of used
bowling equipment are very difficult to obtain.  Local Chinese companies,
however, are not subject to the same restrictions.  Management believes that
these import restrictions will continue for the foreseeable future as a barrier
against the sale of the Company's products. Management is presently reviewing
its alternatives for selling bowling products in China.

  NCP unit sales to China, Japan and other countries in the Asia Pacific region
represented 26.5% of total NCP unit sales in 2001 compared with 22.8% in 2000.
Economic difficulties in the Asia Pacific region and increased competition in
general have both affected sales of NCPs.  NCP sales totaled $16.6 million in
the first quarter of 2001, representing an increase of 41.9% from 2000. NCP
shipments were 623 units for 2001, representing an increase of 40.0%. See "--
Seasonality and Market Development Cycles."

Impact of Inflation

  The Company has historically offset the impact of inflation through price
increases and expense reductions.  Periods of high inflation could have a
material adverse impact on the Company to the extent that increased borrowing
costs for floating rate debt may not be offset by increases in cash flow. There
was no significant impact on the Company's operations as a result of inflation
for the three months ended March 31, 2001 and 2000, respectively.

Environmental Matters

  The Company's operations are subject to federal, state, local and foreign
environmental laws and regulations that impose limitations on the discharge of,
and establish standards for the handling, generation, emission, release,
discharge, treatment, storage and disposal of, certain materials, substances and
wastes.

  The Company currently and from time to time is subject to environmental
claims.  In management's opinion, the various claims in which the Company
currently is involved are not likely to have a material adverse impact on its
financial position or results of operations.  However, it is not possible to
ensure the ultimate outcome of such claims.

  The Company cannot predict with any certainty whether existing conditions or
future events, such as changes in existing laws and regulations, may give rise
to additional environmental costs.  Furthermore, actions by federal, state,
local and foreign governments concerning environmental matters could result in
laws or regulations that could increase the cost of producing the Company's
products, or providing its services, or otherwise adversely affect the demand
for its products or services.

                                       25
<PAGE>

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

  The Company is exposed to market risk from changes in foreign currency
exchange rates and interest rates, which could impact its results of operations
and financial condition. The Company manages its exposure to these risks through
its normal operating and financing activities and through the use of interest
rate cap agreements with respect to interest rates. There were no other material
derivative instrument transactions during any of the periods presented.

  The Company has generally accepted the exposure to exchange rate movements
relative to its investment in foreign operations without using derivative
financial instruments to manage the risk. As in the case of other U.S.-based
manufacturers with export sales, local currency devaluation increases the cost
of the Company's bowling equipment in that market. As a result, a strengthening
U.S. dollar exchange rate may adversely impact sales volume and profit margins
during such periods. Foreign currency exchange rates can also affect the
translation of operating results from international bowling centers. For the
three months ended March 31, 2001, revenue and EBITDA of international bowling
centers represented 13.8% and 13.7% of consolidated revenue and EBITDA,
respectively.  For the three months ended March 31, 2000, revenue and EBITDA of
international bowling centers represented 15.1% and 16.3% of consolidated
revenue and EBITDA, respectively.

  The Company uses interest rate cap agreements to mitigate the effect of
changes in interest rates on the Company's variable rate borrowings under its
Credit Agreement. While the Company is exposed to credit risk in the event of
non-performance by the counterparty to interest rate swap agreements, in all
cases such counterparty is a highly-rated financial institution, and the Company
does not anticipate non-performance. The Company does not hold or issue
derivative financial instruments for trading purposes or speculation. The
following table provides information about the Company's fixed and variable rate
debt, weighted average interest rates and respective maturity dates (dollar
amount in millions.)


                           Weighted                Weighted
                            Average     Variable    Average
                 Fixed     Interest       Rate     Interest
  Maturity     Rate Debt     Rate         Debt     Rate (a)
  --------     ---------     ----         ----     --------
   2001 (b)     $ 693.1      10.51%     $ 614.1      13.24 %


____________

(a)  The weighted  average  interest rate is  calculated  using the default
     rates  of  interest  that  increases  the  original  weighted  average
     interest rate by 2.0%

(b)  As  a  result  of  Bowling  Worldwide's   defaults  under  the  Senior
     Subordinated Notes and the Credit Agreement, all long-term debt of the
     Company has been classified as currently due.

  During March 2000 and September 2000, Bowling Worldwide entered into two
interest rate cap agreements with Goldman Sachs Credit Partners, L.P. (the
"Counterparty") to reduce the interest rate risk of its Bank Debt. The table
below summarizes the interest rate cap agreements at March 31, 2001:


                                  Notional
                                   Amount
      Expiration Date          (in millions)    Cap Rate (a)
      ---------------          -------------    ------------
April 1, 2001                   $ 200.0           7.7800 %
October 2, 2001                    15.0           7.5000


_________
(a)  The cap rate is the 3-month U.S.  Dollar-London  Interbank  Offer Rate
     ("USD- LIBOR") quoted by the Counterparty.

  Bowling Worldwide paid a fixed fee of  $160,000 and $7,000, respectively, for
the two interest rate caps. Bowling Worldwide will receive quarterly payments
from the Counterparty if the quoted 3-month USD-LIBOR on the quarterly floating
rate reset dates is above the respective cap rates.

                                       26
<PAGE>

                                    PART II

Item 1. Legal Proceedings

  On April 22, 1999, a putative class action was filed in the United States
District Court for the Southern District of New York by Vulcan International
Corporation against AMF Bowling, The Goldman Sachs Group, L.P., Goldman, Sachs &
Co., Morgan Stanley & Co. Incorporated, Cowen & Company, Schroder & Co., Inc.,
Richard A. Friedman and Douglas J. Stanard.  The complaint has subsequently been
amended to, among other things, include additional named plaintiffs.  The
plaintiffs, as putative class representatives for all persons who purchased
Common Stock in the Company's initial public offering of Common Stock (the
"Initial Public Offering") or within 25 days of the effective date of the
registration statement related to the Initial Public Offering, seek, among other
things, damages and/or rescission against all defendants jointly and severally
pursuant to Sections 11, 12 and/or 15 of the Securities Act of 1933 based on
allegedly inaccurate and misleading disclosures in connection with and following
the Initial Public Offering.  Management believes that the litigation is without
merit and intends to defend it vigorously.

  In June 1998, Harbin Hai Heng Bowling Entertainment Co. Ltd. ("Hai Heng")
filed an action against AMF Bowling Products, an indirect subsidiary of Bowling
Worldwide, in the Harbin Intermediate People's Court in Heilongjing, China.  Hai
Heng sought to recover $3 to $4 million in damages relating to 38 NCPs purchased
from AMF. Hai Heng asserted that the poor quality of the 38 NCPs entitled Hai
Heng to recover the purchase price and damages for lost profits and the cost of
storing the NCPs.

  On November 6, 1998, the court awarded Hai Heng approximately $3.5 million.
AMF Bowling Products appealed the award to the High People's Court of
Heilongjing Province (the "People's Court").  Prior to completion of the appeal
review, the President of the People's Court on February 11, 1999 issued a
judgment in favor of Hai Heng for approximately $2.8 million and ordered Hai
Heng to return 24 NCPs to AMF Bowling Products.  AMF Bowling Products filed an
appeal to the Supreme People's Court in Beijing (the "Supreme Court"). .  AMF
Bowling Products has been advised that the Supreme Court has declined to review
the case and the People's Court judgment is now final.

  On September 21, 2000, the SEC issued a subpoena to AMF Bowling seeking
documents concerning the Company's financial statements and accounting practices
and policies.  On February 2, 2001, AMF Bowling received a notification from the
staff of the SEC stating that the investigation was terminated and that no
enforcement action was recommended to the SEC.

  In addition, the Company currently and from time to time is subject to claims
and actions arising in the ordinary course of its business, including
environmental claims, discrimination claims, workers' compensation claims, and
personal injury claims from customers of Bowling Centers.  In some actions,
plaintiffs request punitive or other damages that may not be covered by
insurance. Certain of these litigations will be subject to the automatic stay
upon a Chapter 11 filing. In management's opinion, the claims and actions in
which the Company is involved will not have a material adverse impact on its
financial position or results of operations.  However, it is not possible to
predict the outcome of such claims and actions.


Item 6.   Exhibits and Reports on Form 8-K

(a)  Exhibits

     None.

(b)  Reports on Form 8-K:

A current report was filed on February 6, 2001 stating that on February 5, 2001
AMF Bowling announced that it had received notification from the staff of the
SEC stating that it terminated an investigation of the financial statements and
accounting practices and policies of AMF Bowling and its subsidiaries and that
no enforcement action was recommended to the SEC.

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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.

AMF Bowling, Inc.
(Registrant)


 /s/ Stephen E. Hare                        May 15, 2001
----------------------------------
Stephen E. Hare
Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)



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