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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

              [X] Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                 for the Thirteen Weeks Ended December 24, 2000

             [ ] Transition Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
              for the transition period from _________ to_________

                        Commission file number 333-50683

                             SF HOLDINGS GROUP, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                         13-3990796
(State or other jurisdiction of                           (IRS Employer
 incorporation or organization)                         Identification No.)

373 Park Avenue South, New York, New York                     10016
(Address of principal executive offices)                    (Zip Code)

        Registrant's telephone number, including area code: 212/779-7448


         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 [  ]


        The number of shares outstanding of the Registrant's common stock
                            as of January 31, 2001:
 SF Holdings Group, Inc. Class A Common Stock, $0.001 par value - 562,583 shares
 SF Holdings Group, Inc. Class B Common Stock, $0.001 par value - 56,459 shares
 SF Holdings Group, Inc. Class C Common Stock, $0.001 par value - 39,900 shares





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<PAGE>
                         PART I - FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

                             SF HOLDINGS GROUP, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                        (In thousands, except share data)

<TABLE>
<CAPTION>
                                                           (Unaudited)
                                                           December 24,         September 24,
                                                               2000                 2000
                                                          -------------       ----------------
<S>                                                       <C>                 <C>
                                     Assets
Current assets:
  Cash and cash equivalents                                 $   7,586             $   6,352
  Cash in escrow                                                  304                   300
  Receivables, less allowances of $3,833 and $3,534,
    respectively                                              147,377               155,684
  Due from affiliates                                           1,286                 1,286
  Inventories                                                 225,798               226,657
  Deferred income taxes                                        23,947                24,347
  Refundable income taxes                                         622                   622
  Spare parts                                                  24,731                24,066
  Other current assets                                          6,031                 6,428
                                                            ----------            ----------
    Total current assets                                      437,682               445,742
                                                            ----------            ----------

Property, plant and equipment, net                            259,149               263,368

Deferred income taxes                                          38,902                37,694
Spare parts                                                     8,501                 8,313
Goodwill, net                                                 108,760               106,108
Other assets                                                   18,940                19,904
                                                            ----------            ----------

    Total assets                                            $ 871,934             $ 881,129
                                                            ==========            ==========

           Liabilities and Shareholders' Equity (Deficit)
Current liabilities:
  Accounts payable                                          $  82,632             $  91,068
  Accrued payroll and related costs                            44,658                55,486
  Other current liabilities                                    59,615                56,114
  Current portion of deferred gain on sale of assets           10,275                10,275
  Current portion of long-term debt                            55,280                57,266
                                                            ----------            ----------
    Total current liabilities                                 252,460               270,209
                                                            ----------            ----------

Commitments and contingencies                                       -                     -

Deferred income taxes                                           4,209                 4,209
Long-term debt                                                449,068               434,967
Deferred gain on sale of assets                                91,379                93,948
Other liabilities                                              55,446                57,511
                                                            ----------            ----------

    Total liabilities                                         852,562               860,844
                                                            ----------            ----------

Exchangeable preferred stock                                   43,293                41,794
Preferred Stock B, Series 2                                    15,000                15,000
Minority interest in subsidiary                                 3,317                 3,169
Redeemable common stock                                         2,303                 2,286
Shareholders' deficit                                         (44,541)              (41,964)
                                                            ----------            ----------

    Total liabilities and shareholders' equity              $ 871,934             $ 881,129
                                                            ==========            ==========
</TABLE>

          See accompanying Notes to Consolidated Financial Statements.


                                       2
<PAGE>
                             SF HOLDINGS GROUP, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      AND OTHER COMPREHENSIVE INCOME (LOSS)
                                   (Unaudited)
                                 (In thousands)



<TABLE>
<CAPTION>
                                                             For the               For the
                                                             Thirteen              Thirteen
                                                           weeks ended           weeks ended
                                                           December 24,          December 26,
                                                               2000                  1999
                                                          -------------        ---------------
<S>                                                       <C>                  <C>
Net sales                                                   $ 326,503             $ 305,820
Cost of sales                                                 288,004               260,279
                                                            ----------            ----------

  Gross profit                                                 38,499                45,541

Selling, general and administrative expenses                   29,440                30,809
Other (income) expense, net                                    (3,368)                1,448
                                                            ----------            ----------

  Operating income                                             12,427                13,284

Interest expense, net of interest income of $35
    and $87, respectively                                      13,379                17,563
                                                            ----------            ----------
  (Loss) before income tax  (benefit) and
    minority interest                                            (952)               (4,279)

Income tax (benefit)                                             (238)               (1,384)
Minority interest in subsidiary's income                          148                   117
                                                            ----------            ----------

     Net (loss)                                                  (862)               (3,012)
                                                            ----------            ----------

Payment-in-kind dividends on exchangeable
   preferred stock                                              1,499                 1,317
                                                            ----------            ----------

  Net loss applicable to common stockholders                $  (2,361)            $  (4,329)
                                                            ==========            ==========

Other comprehensive (loss), net of tax:
  Net (loss)                                                $    (862)            $  (3,012)
  Foreign currency translation adjustment                        (214)                   11
  Minimum pension liability adjustment (net
    of income taxes of $9 and ($76),
    respectively)                                                  14                  (114)
                                                            ----------            ----------

Other comprehensive (loss)                                       (200)                 (103)
                                                            ----------            ----------

        Comprehensive (loss)                                $  (1,062)            $  (3,115)
                                                            ==========            ==========
</TABLE>

          See accompanying Notes to Consolidated Financial Statements.

                                       3
<PAGE>
                             SF HOLDINGS GROUP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)

<TABLE>
<CAPTION>
                                                         For the Thirteen      For the Thirteen
                                                           weeks ended           weeks ended
                                                           December 24,          December 26,
                                                               2000                  1999
                                                        ------------------    ------------------
<S>                                                     <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES

  Net (loss)                                                $    (862)            $  (3,012)
  Adjustments to reconcile net income (loss) to net cash
  provided by (used in) operating activities:
    Depreciation and amortization                               8,791                13,963
    Amortization of deferred gain                              (2,568)                    -
    Interest accreted on debt                                   3,370                 3,020
    Deferred income tax (benefit)                                (238)               (2,225)
    (Gain) / Loss on sale of assets                              (398)                   53
    Minority interest in subsidiary                               148                   117
  Changes in operating assets and liabilities:
    Receivables                                                 9,615                 6,700
    Due from affiliates                                             -                  (224)
    Inventories                                                 3,102                (8,495)
    Other current assets                                         (313)                1,380
    Accounts payable and accrued expenses                     (18,506)               (1,322)
    Other, net                                                    485                  (411)
                                                            ----------            ----------
      Net cash provided by operating activities                 2,626                 9,544
                                                            ----------            ----------

CASH FLOWS FROM INVESTING ACTIVITIES

  Additions to property, plant and equipment                   (3,539)               (4,479)
  Acquisition of business                                      (1,950)                    -
  Proceeds from sale of property, plant and equipment             197                    93
                                                            ----------            ----------
      Net cash (used in) investing activities                  (5,292)               (4,386)
                                                            ----------            ----------

CASH FLOWS FROM FINANCING ACTIVITIES

  Net borrowings (repayments) under credit  facilities          6,129                (5,836)
  Repayments of other debt                                     (2,225)                 (376)
  Change in escrow account                                         (4)                    -
                                                            ----------            ----------
      Net cash provided by (used in) financing activities       3,900                (6,212)
                                                            ----------            ----------

NET INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                                   1,234                (1,054)

CASH AND CASH EQUIVALENTS, beginning of period                  6,352                 4,180
                                                            ----------            ----------

CASH AND CASH EQUIVALENTS, end of period                    $   7,586             $   3,126
                                                            ==========            ==========

 SUPPLEMENTAL CASH FLOW DISCLOSURES:

         Interest paid                                      $   4,675             $   3,197
                                                            ==========            ==========

         Income taxes paid                                  $      20             $     (74)
                                                            ==========            ==========

</TABLE>

          See accompanying Notes to Consolidated Financial Statements.

                                       4
<PAGE>



                             SF HOLDINGS GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


(1)  BASIS OF PRESENTATION

         SF Holdings  Group,  Inc. ("SF  Holdings"),  is a holding  company that
conducts its  operations  through its  subsidiaries,  Sweetheart  Holdings  Inc.
("Sweetheart")   and  The  Fonda  Group,  Inc.  ("Fonda")   (collectively,   the
"Company"),  and therefore has no  significant  cash flows  independent  of such
subsidiaries. The instruments governing the indebtedness of Sweetheart and Fonda
contain  numerous  restrictive  covenants  that restrict  Sweetheart and Fonda's
ability to pay dividends or make other  distributions  to SF Holdings or to each
other.  The Company  believes that the combined  operations of its  subsidiaries
makes the Company one of the largest converters and marketers of disposable food
service and food packaging products in North America.

         The information  included in the foregoing interim financial statements
of the Company are  unaudited  but,  in the opinion of  management,  include all
adjustments (consisting only of normal recurring adjustments and accruals) which
the Company considers necessary for a fair presentation of the operating results
for  these  periods.  Results  for  the  interim  periods  are  not  necessarily
indicative of results for the entire year. These condensed financial  statements
should be read in conjunction with the Company's financial  statements and notes
thereto included in the Company's annual report on Form 10-K for the fiscal year
ended September 24, 2000.


(2)  RECENTLY ISSUED ACCOUNTING STANDARDS

         In June 1998, the Financial Accounting Standards Board issued Statement
of Financial  Accounting  Standard  ("SFAS") No. 133,  Accounting for Derivative
Instruments  and Hedging  Activities.  SFAS No. 133  establishes  accounting and
reporting  standards  for  derivative  instruments  and requires  that an entity
recognize all derivatives at fair value in the statement of financial  position.
The adoption of SFAS No. 133 did not have a significant  impact on the financial
statements.

         In December 1999, the Securities and Exchange  Commission issued  Staff
Accounting   Bulletin  ("SAB")  No.  101,   Revenue   Recognition  in  Financial
Statements.  SAB No. 101  establishes  accounting  and  reporting  standards for
revenue  recognition and requires that an entity not recognize  revenue until it
is realized or realizable and earned.  The adoption of SAB No.101 did not have a
significant impact on the financial statements.


(3)  INVENTORIES

         The components of inventories are as follows (in thousands):

                                    (Unaudited)
                                    December 24,              September 24,
                                        2000                       2000
                                  --------------             ---------------

Raw materials and supplies           $  62,897                  $  66,941
Finished products                      152,208                    148,231
Work in progress                        10,693                     11,485
                                     ---------                  ---------
         Total inventories           $ 225,798                  $ 226,657
                                     =========                  =========

                                       5
<PAGE>
(4)  BUSINESS ACQUISITIONS

         On September 25, 2000,  pursuant to an asset purchase  agreement  dated
August 9, 2000 (the "Springprint Agreement"),  Fonda purchased substantially all
of the property,  plant and equipment,  intangibles  and net working  capital of
Springprint Medallion,  a division of Marcal Paper Mills, Inc.  ("Springprint").
In  addition,   pursuant  to  the  Springprint  Agreement,   Fonda  assumed  the
liabilities  and  obligations of Springprint  arising under  contracts or leases
that are either assets purchased by Fonda or a part of the accounts payable. The
aggregate  purchase  price for the assets and working  capital was $6.7 million,
subject  to   post-closing   adjustments.   The   Springprint   acquisition  has
preliminarily  resulted in goodwill,  as of December 24, 2000,  of $3.6 million,
which is  being  amortized  over 20  years.  Amounts  and  allocations  of costs
recorded may require  adjustment based upon information  coming to the attention
of Fonda that is not currently available.

         The  Springprint  acquisition has been accounted for under the purchase
method and the results  have been  included in the  consolidated  statements  of
operations since the respective date of the acquisition.  Goodwill  amortization
was not significant for the thirteen weeks ending December 24, 2000.


(5)  RELATED PARTY TRANSACTIONS

         During the thirteen  weeks ending  December 24, 2000,  the Company sold
$1.6 million of scrap paper to Fibre Marketing Group,  LLC ("Fibre  Marketing").
Included in accounts  receivable  as of December  24, 2000 were $1.4 million due
from Fibre  Marketing.  Other sales,  if any, to affiliates  during the thirteen
weeks ending December 24, 2000 were not significant.

         During the thirteen  weeks ending  December 26, 1999,  the Company sold
$1.3 million of scrap paper to Fibre Marketing.  Included in accounts receivable
as of December 26, 1999 were $1.2 million due from Fibre Marketing. Other sales,
if any, to affiliates  during the thirteen  weeks ending  December 26, 1999 were
not significant.

         During the  thirteen  weeks  ending  December  24,  2000,  the  Company
purchased  $1.8 million of  corrugated  containers  from Box USA Holding,  Inc.,
formerly  known as Four M  Corporation  ("Box  USA") and $0.2  million of travel
services from Emerald Lady, Inc.  Included in accounts  payable,  as of December
24, 2000, is $0.1 million due to Box USA. Other  purchases from  affiliates,  if
any,  during the thirteen weeks ending  December 24, 2000 were not  significant.
During the period ended  December  24,  2000,  the Company paid $0.6 million and
$0.2  million  of rental  payments  to D&L  Development,  LLC.  and D&L  Andover
Property,  LLC.,  respectively.  The Company's  Chief  Executive  Officer has an
interest in both entities.

         During the  thirteen  weeks  ending  December  26,  1999,  the  Company
purchased  $2.4 million of  corrugated  containers  and $0.1 million of services
from Box USA and $0.2  million  of  travel  services  from  Emerald  Lady,  Inc.
Included in accounts  payable,  as of December 26, 1999,  is $0.5 million due to
Box USA. Other  purchases  from  affiliates,  if any,  during the thirteen weeks
ending December 26, 1999 were not significant.

         Fonda leases a building in  Jacksonville,  Florida from Dennis  Mehiel,
the  Company's  Chief  Executive  Officer,  on terms Fonda  believes are no less
favorable  than  could be  obtained  from  independent  third  parties  and were
negotiated on an arm's length basis.  Annual  payments  under the lease are $0.2
million  plus  annual  increases  based on changes in the  Consumer  Price Index
("CPI") through December 31, 2014. In addition,  Mr. Mehiel can require Fonda to
purchase the facility for $1.5 million, subject to a CPI-based escalation, until
July 31, 2006. In Fiscal 1998,  Fonda  terminated it operations at

                                       6
<PAGE>
this facility and is currently  subleasing the entire  facility to Bradco Supply
Corporation. Rent expense, net of sublease income is not significant.

         All of the above  referenced  affiliates,  other than the D&L entities,
are under the common control of the Company's Chief Executive Officer.


(6)  OTHER (INCOME) EXPENSE

         During the period ended December 24, 2000,  Sweetheart  recognized $2.6
million of income due to the amortization of deferred gain in conjunction with a
sale-leaseback  transaction.  Sweetheart  sold certain  production  equipment in
connection  with  this  transaction  and is  leasing  this  equipment  under  an
operating  lease.  The net proceeds from this sale were partially used to retire
Sweetheart's Senior Secured Notes.  Additionally,  SF Holdings recognized a gain
of $0.5 million from the sale of a building in Indianapolis, Indiana.

         During  the period ended  December 26, 1999,   Sweetheart experienced a
one-time  write-off  of a $1.0  million  unsecured  note  receivable  issued  to
Sweetheart in connection with the Fiscal 1998 sale of the bakery business due to
the bankruptcy of the borrower.


(7)  CONTINGENCIES

         A lawsuit entitled Aldridge v. Lily-Tulip,  Inc. Salary Retirement Plan
Benefits Committee and Fort Howard Cup Corporation, Civil Action No. CV 187-084,
was  initially  filed in state  court in Georgia in April 1987 and is  currently
pending in federal court. The remaining plaintiffs claimed,  among other things,
that Sweetheart  wrongfully  terminated the Lily-Tulip,  Inc. Salary  Retirement
Plan (the "Plan") in violation of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"). The relief sought by plaintiffs was to have the plan
termination declared  ineffective.  In December 1994, the United States Court of
Appeals for the Eleventh  Circuit (the "Circuit  Court") ruled that the Plan was
lawfully  terminated  on  December  31,  1986.  Following  that  decision,   the
plaintiffs  sought a  rehearing,  which was  denied,  and  subsequently  filed a
petition for a writ of certiorari  with the United States Supreme  Court,  which
was also denied.  Following  remand,  in March 1996, the United States  District
Court for the Southern  District of Georgia  (the  "District  Court")  entered a
judgment   in  favor  of   Sweetheart.   Following   denial  of  a  motion   for
reconsideration, the plaintiffs, in April 1997, filed an appeal with the Circuit
Court. On May 21, 1998, the Circuit Court affirmed the judgment entered in favor
of Sweetheart. On June 10, 1998, the plaintiffs petitioned the Circuit Court for
a rehearing  of their appeal  which  petition  was denied on July 29,  1998.  In
October 1998,  plaintiffs  filed a petition for writ of certiorari to the United
States Supreme Court,  which was denied in January 1999.  Sweetheart has been in
the process of paying out the termination  liability and associated expenses and
as of December 24, 2000, has disbursed  $12.3 million in  termination  payments.
The estimate of the total termination  liability and associated  expenses,  less
payments,  exceeds assets set aside in the Plan by  approximately  $7.9 million,
which amount has been fully reserved by Sweetheart.

         On April 27, 1999, the plaintiffs  filed a motion in the District Court
for  reconsideration  of the court's dismissal without  appropriate relief and a
motion  for  attorneys'  fees  with a  request  for  delay in  determination  of
entitlement  to such fees. On June 17, 1999,  the District  Court deferred these
motions  and ordered  discovery  in  connection  therewith.  Discovery  has been
completed and Sweetheart is awaiting  further action by the  plaintiffs.  Due to
the  complexity  involved in connection  with the claims  asserted in this case,
Sweetheart  cannot determine at present with any certainty the amount of damages
it would be required to pay should the plaintiffs  prevail;  accordingly,  there
can be no assurance  that such amounts would not have a material  adverse effect
on Sweetheart's financial position or results of operations.

         On July 13, 1999,  Sweetheart  received a letter from the Environmental
Protection Agency ("EPA")  identifying  Sweetheart,  among numerous others, as a
"potential  responsible party" under the

                                       7
<PAGE>
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended ("CERCLA"), at a site in Baltimore, Maryland. The EPA letter states that
it does not constitute a final  determination by EPA concerning the liability of
Sweetheart or any other  entity.  On December 20, 1999,  Sweetheart  received an
information  request  letter  from the EPA,  pursuant  to  CERCLA,  regarding  a
Container  Recycling  Superfund Site in Kansas City,  Kansas.  Sweetheart denies
liability  and has no reason to believe the final  outcomes will have a material
effect on Sweetheart's financial condition or results of operations. However, no
assurance can be given about the ultimate  effect on  Sweetheart,  if any, given
the early stage of the investigations.

         The Company is also involved in a number of legal  proceedings  arising
in the ordinary course of business, none of which is expected to have a material
adverse effect on the Company's financial position or results of operations.


(8)  BUSINESS SEGMENTS

         The Company is a holding company and its reportable segments consist of
the  operations of its two  significant  operating  subsidiaries  Sweetheart and
Fonda. Sweetheart primarily manufactures and sells disposable paper, plastic and
foam  foodservice  and food  packaging  products to customers  in  institutional
markets.  Fonda primarily  manufactures  and sells  disposable  paper and tissue
based  foodservice  products to customers in institutional and consumer markets.
Data for  such  segments  and a  reconciliations  to  consolidated  amounts  are
presented in the table below (in thousands):

                                     ------------------  -----------------
                                         (Unaudited)
                                       For the Thirteen   For the Thirteen
                                         weeks ended         weeks ended
                                         December 24,        December 26,
                                             2000               1999
                                     ------------------  -----------------
Net sales:
  Sweetheart                              $ 233,579           $ 214,216
  Fonda                                     100,166              97,572
  Corporate and  eliminations                (7,242)             (5,968)
                                          ----------          ----------
    Total  Sales                          $ 326,503           $ 305,820
                                          ==========          ==========

Income from operations excluding other
income:
  Sweetheart                              $   5,019           $   7,153
  Fonda                                       7,171               5,975
  Corporate and  eliminations                   237                 156
                                          ----------          ----------
    Total income from operations          $  12,427           $  13,284
                                          ==========          ==========


(9)  SUBSEQUENT EVENT

         On January 13, 2001,  Sweetheart  experienced  a casualty loss due to a
fire at its Somerville, Massachusetts facility. Sweetheart carries both property
damage and business interruption  insurance. As a result of which Sweetheart has
no reason to believe that this loss will have a material  adverse  effect on its
financial condition or results of operations;  however, given the early stage of
the loss assessment, no assurance can be given as to the ultimate effect of such
loss on Sweetheart.

                                       8
<PAGE>
Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATION

         Forward-looking statements in this filing, including those in the Notes
to  Consolidated  Financial  Statements,  are made  pursuant  to the safe harbor
provisions  of the  Private  Securities  Litigation  Reform  Act of  1995.  Such
forward-looking  statements  are subject to risks and  uncertainties  and actual
results could differ materially.  Such risks and uncertainties  include, but are
not limited to, general  economic and business  conditions,  competitive  market
pricing,  increases in raw material costs,  energy costs and other manufacturing
costs,  fluctuations in demand for the Company's  products,  potential equipment
malfunctions  and  pending  litigation.  For  additional  information,  see  the
Company's annual report on Form 10-K for the most recent fiscal year.


General

         SF  Holdings  Group,  Inc. ("SF  Holdings"),  is a holding company that
conducts its  operations  through its  subsidiaries,  Sweetheart  Holdings  Inc.
("Sweetheart")   and  The  Fonda  Group,  Inc.  ("Fonda")   (collectively,   the
"Company").  The Company  conducts all of its  operations  through its principal
operating subsidiaries,  Sweetheart and Fonda, and therefore, has no significant
cash flows or operations independent of such subsidiaries.

         Sweetheart and Fonda are converters and marketers of disposable  paper,
plastic and foam  foodservice and food packaging  products.  The prices for each
subsidiary's raw materials fluctuate. When raw material prices decrease, selling
prices have historically  decreased.  The actual impact on each company from raw
materials  price changes is affected by a number of factors  including the level
of inventories at the time of a price change,  the specific timing and frequency
of price  changes,  and the lead and lag time  that  generally  accompanies  the
implementation  of both raw materials and subsequent  selling price changes.  In
the event that raw materials  prices  decrease over a period of several  months,
each company may suffer margin erosion on the sale of such inventory.

         Each of Sweetheart and Fonda's  business is seasonal with a majority of
its net cash flow from  operations  realized  during  the last six months of the
fiscal year.  Sales for such periods  reflect the high  seasonal  demands of the
summer  months when outdoor and  away-from-home  consumption  increases.  In the
event that Fonda's and/or Sweetheart's cash flow from operations is insufficient
to provide  working  capital  necessary to fund their  respective  requirements,
Fonda  and/or  Sweetheart  will need to borrow  under  their  respective  credit
facilities or seek other sources of capital.  Sweetheart  and Fonda believe that
funds available under such credit  facilities  together with cash generated from
operations,  will be  adequate  to provide for each  company's  respective  cash
requirements for the next twelve months.


Recent Developments

         On January 13, 2001,  Sweetheart  experienced  a casualty loss due to a
fire at its Somerville, Massachusetts facility. Sweetheart carries both property
damage and business interruption  insurance. As a result of which Sweetheart has
no reason to believe that this loss will have a material  adverse  effect on its
financial condition or results of operations.  Given the early stage of the loss
assessment,  no assurance can be given as to the ultimate effect of such loss on
Sweetheart.

         On December 31, 2000,  James  Armenakis  resigned as a director from SF
Holdings.  On January  1, 2001,  Edith  Mehiel was  elected as a director  of SF
Holdings.

                                       9
<PAGE>
Thirteen  Weeks  Ended  December  24,  2000  Compared  to  Thirteen  Weeks Ended
December 26, 1999 (Unaudited)

         Net sales  increased  $20.7  million,  or 6.8%,  to $326.5  million for
the thirteen  weeks ended  December 24, 2000 compared to $305.8  million for the
thirteen weeks ended December 26, 1999.  The following  analysis  includes sales
from  Sweetheart  to Fonda  and  sales  from  Fonda  to  Sweetheart  which  were
eliminated in consolidation.
Sweetheart  results - Net sales  increased  $19.4 million,  or 9.1%,  (including
intercompany sales to Fonda of $4.8 million and $3.5 million for Fiscal 2000 and
Fiscal  1999,  respectively)  to $233.6  million  for the  thirteen  weeks ended
December  24, 2000  compared  to $214.2  million  for the  thirteen  weeks ended
December  26,  1999,  reflecting  a 6.2%  increase  in sales  volume  and a 2.9%
increase in average realized sales price. Net sales to institutional foodservice
customers increased 7.3%,  reflecting a 4.7% increase in sales volume and a 2.6%
increase in average realized sales price. Net sales to food packaging  customers
had no significant change from prior year.
Fonda  results  -  Net  sales  increased  $2.6  million,  or  2.7%,   (including
intercompany  sales to  Sweetheart  of $2.5  million and $2.6 million for Fiscal
2000 and Fiscal 1999, respectively) to  $100.2  million for the  thirteen  weeks
ending  December 24,  2000,  compared to $97.6  million for the  thirteen  weeks
ending December 26, 1999,  reflecting a 17.8% increase in average realized sales
price  partially  offset  by a 15.1%  decrease  in sales  volume.  Net  sales to
consumer  foodservice  customers decreased 2.0%, resulting from a 20.7% increase
in average realized sales price,  partially offset by a decrease in sales volume
of 22.7%.  Net sales to  institutional  foodservice  customers  increased  9.5%,
resulting  from a 5.1%  increase  in  average  realized  sales  price and a 4.4%
increase in sales  volume.  Selling  prices to both  consumer and  institutional
customers were positively  affected by increases in raw material costs that were
passed through to customers as well as more competitive market conditions. These
favorable price increases were offset by lower volumes due to competitive market
conditions  and  lower  sales  to  customers  that  are  experiencing  financial
distress.

         Gross profit decreased $7.0 million, or 15.4%, to $38.5 million for the
thirteen  weeks  ended  December  24,  2000  compared  to $45.5  million for the
thirteen  weeks ended  December 26, 1999.  As a percentage  of net sales,  gross
profit  decreased to 11.8% for the thirteen  weeks ended  December 24, 2000 from
14.9% for the thirteen weeks ended December 26, 1999.
Sweetheart  results - Gross profit  decreased $7.2 million,  or 26.8%,  to $19.7
million for the thirteen weeks ended December 24, 2000 compared to $26.9 million
for the thirteen  weeks ended  December 26, 1999.  As a percentage of net sales,
gross profit  decreased to 8.4% for the thirteen  weeks ended  December 24, 2000
from 12.6% for the thirteen weeks ended December 26, 1999. The decrease in gross
profit is primarily attributable to the effects of a sale-leaseback transaction.
In Fiscal 2000,  Sweetheart sold certain production equipment in connection with
a  sale-leaseback  transaction.  Sweetheart is leasing this  equipment  under an
operating  lease.  The net proceeds from this sale were partially used to retire
Sweetheart's  Senior Secured Notes. This refinancing enabled Sweetheart to use a
portion of its Net  Operating  Loss  Carryforward  and  obtain a more  favorable
interest  rate.  Consequently,  expenses  that  were  historically  recorded  as
interest  and  depreciation  are  now  being  recorded  as  operating  expenses.
Specifically,  rent  expense  increased  by $5.2  million net of a reduction  in
depreciation.  Additionally,  gross profit declined due to an increase in energy
costs of $1.8  million  and rent  expense  from a new  leased  facility  of $0.2
million.
Fonda results - Gross profit  increased $0.1 million,  or 0.5%, to $19.0 million
for the thirteen weeks ending  December 24, 2000,  compared to $18.9 million for
the thirteen weeks ending December 26, 1999. As a percentage of net sales, gross
profit  decreased from 19.4% for the thirteen weeks ending  December 26, 1999 to
19.0% for the  thirteen  weeks ending  December  24, 2000.  Gross profit for the
thirteen  weeks ending  December 24, 2000 was  positively  affected by increased
selling prices which were offset by higher raw material costs.

          Selling, general and administrative  expenses  decreased $1.4 million,
or 4.5%, to $29.4 million in the thirteen weeks ended December 24, 2000 compared
to $30.8 million in the thirteen  weeks ended  December 26, 1999.  This decrease
primarily   resulted  from  a  decrease  in  the  workforce  from  the  Creative
Expressions Group consolidation and a reduction in selling expenses.

                                       10
<PAGE>

         Other  (income)   expense   increased  $4.8 million,  to income of $3.4
million for the thirteen weeks ended December 24, 2000 compared to an expense of
$1.4 million in the thirteen  weeks ended December 26, 1999 This increase is due
to a $2.5 million  amortization  of deferred  gain in Fiscal 2001 in  connection
with a sale-leaseback  transaction and a $1.0 million  write-off of an unsecured
note  receivable  issued in  connection  with the Fiscal 1998 sale of the bakery
business which was recorded in Fiscal 2000.

         Operating  income  decreased  $0.9  million,  to $12.4  million  in the
thirteen weeks ended December 24, 2000 compared to $13.3 million in the thirteen
weeks ended December 26, 1999, due to the reasons stated above.

         Interest   expense,   net  decreased  $4.2 million,  or 23.9%, to $13.4
million in the thirteen  weeks ended December 24, 2000 compared to $17.6 million
in the thirteen weeks ended December 26, 1999.  This decrease is attributable to
lower  outstanding  balances  under both  Sweetheart's  and  Fonda's  respective
revolving credit facilities and the June 2000 redemption of Sweetheart's  Senior
Secured Notes. As a result of a sale-leaseback transaction, interest expense has
declined while rent expense has increased.

         Net income (loss)  decreased  $2.1 million,  to loss of $0.9 million in
the thirteen  weeks ended  December 24, 2000  compared to a loss of $3.0 million
loss in the thirteen  weeks ended  December 26, 1999,  due to the reasons stated
above.


Liquidity And Capital Resources

         Historically,  the Company's subsidiaries have relied on cash flow from
operations,  sale of non-core assets and borrowings to finance their  respective
working capital requirements, capital expenditures and acquisitions. The Company
expects to continue this method of funding for its 2001 capital expenditures.

         Net cash  provided by operating  activities  decreased  $6.9 million to
source of $2.6 million in the thirteen weeks ended December 24, 2000 compared to
a source of $9.5 million in the thirteen weeks ended December 26, 1999.  This is
primarily due to a reduction in accounts  payable which resulted from a decrease
in inventory purchases.

         Capital  expenditures  for the thirteen  weeks ended  December 24, 2000
were $3.5 million compared to $4.5 million for the thirteen weeks ended December
26, 1999.  Capital  expenditures  in the thirteen  weeks ended December 24, 2000
included $1.3 million for new production  equipment,  $1.5 million on growth and
expansion projects,  with the remaining  consisting primarily of routine capital
improvements.

         Pursuant  to a lease  dated as of June 1, 2000  ("the  Lease")  between
Sweetheart Cup Company,  Inc. ("Sweetheart Cup") and State Street Bank and Trust
Company of  Connecticut,  National  Association  ("State  Street"),  as trustee,
Sweetheart  Cup leases the  production  equipment  sold in  connection  with the
sale-leaseback  transaction from State Street as owner trustee for several owner
participants,  through November 9, 2010.  Sweetheart Cup has the option to renew
the Lease for up to four consecutive renewal terms of two years each. Sweetheart
also has the option to purchase  such  equipment for fair market value either at
the conclusion of the Lease term or November 21, 2006. Sweetheart's  obligations
under the Lease are collateralized by substantially all of it's property,  plant
and equipment owned as of June 15, 2000. The Lease contains  various  covenants,
which  prohibit,  or  limit,  among  other  things,  dividend  payments,  equity
repurchases or redemption, the incurrence of additional indebtedness and certain
other business activities.

                                       11
<PAGE>
         Sweetheart  is  accounting  for  the  sale-leaseback  transaction as an
operating  lease,  expensing the $32.0 million  annualized  rental  payments and
removing  the  property,  plant and  equipment  sold from its balance  sheet.  A
deferred  gain of  $107.0  million  was  realized  from  this  sale  and will be
amortized over 125 months, which is the term of the Lease.

         On June 15, 2000, Sweetheart refinanced its  revolving  credit facility
(the  "U.S.  Credit  Facility")  to  extend  the  maturity  of the $135  million
revolving credit facility,  subject to borrowing base limitations,  through June
15,  2005 and to add a term loan of $25  million  that  requires  equal  monthly
principal payments of $0.4 million through June 2005. Both the term loan and the
revolving  credit facility have an accelerated  maturity date of July 1, 2003 if
Sweetheart's  Senior Subordinated Notes due September 1, 2003 are not refinanced
before  June 1,  2003.  Borrowings  under the  revolving  credit  facility  bear
interest,  at Sweetheart's  election, at a rate equal to (i) LIBOR plus 2.00% or
(ii) a bank's base rate plus 0.25%,  plus certain other fees.  Borrowings  under
the term loan bear interest,  at Sweetheart's  election,  at a rate equal to (i)
LIBOR plus 2.50% or (ii) a bank's base rate plus 0.50%, plus certain other fees.
The  credit  facility  is   collateralized   by  Sweetheart's   inventories  and
receivables   with  the  term  loan  portion  of  the  credit  facility  further
collateralized by certain production  equipment.  As of December 24, 2000, $43.7
million was available under such facility.  The fee for  outstanding  letters of
credit is 2.00% per annum and there is a  commitment  fee of 0.375% per annum on
the daily average unused amount of the commitments.

            Sweetheart's   Canadian  subsidiary  has  a  Credit  Agreement  (the
"Canadian Credit Facility") which provides for a term loan facility of up to Cdn
$10 million and a revolving credit facility of up to Cdn $10 million.  Term loan
borrowings under the Canadian Credit Facility are payable  quarterly through May
2001 and revolving credit and term loan borrowings have a final maturity date of
June 15,  2001.  The  Canadian  Credit  Facility is secured by all  existing and
thereafter  acquired real and personal  tangible assets of Lily, a subsidiary of
Sweetheart Cup, and net proceeds on the sale of any of the foregoing. Borrowings
under the Canadian  Credit  Facility  bear  interest at an index rate plus 2.25%
with respect to the  revolving  credit  borrowings  and an index rate plus 2.50%
with respect to the term loan  borrowings.  As of December  24,  2000,  Cdn $4.2
million  (approximately  $2.8 million) was available  under the Canadian  Credit
Facility.  Sweetheart  intends  to  refinance  this debt  prior to its  maturity
however,  there  can be no  assurances  that it will  be  able  to  obtain  such
refinancing on terms and conditions acceptable to Sweetheart.

         Fonda has a $55 million  revolving credit facility subject to borrowing
base  limitations.  The credit facility is  collateralized  by eligible accounts
receivable,  inventories,  certain  general  intangibles and the proceeds on the
sale of  accounts  receivable  and  inventory.  The credit  facility  matures on
September 30, 2001. Borrowings are available at the bank's prime rate plus 0.25%
or at LIBOR plus 2.25% at the election of Fonda.  At December  24,  2000,  $36.7
million was  outstanding  and $18.3  million was the maximum  remaining  advance
available  based upon eligible  collateral.  Although Fonda intends to refinance
this debt,  there can be no  assurances  that Fonda will be able to obtain  such
refinancing on terms and conditions acceptable to Fonda.

         Fonda's credit facility includes a term loan of $5 million. This amount
is payable in equal monthly  installments through the maturity date of September
30, 2001, at an annual rate of LIBOR plus 2.5%. The proceeds from this term loan
were used to partially finance the purchase of Springprint.

         A lawsuit entitled Aldridge v. Lily-Tulip,  Inc. Salary Retirement Plan
Benefits Committee and Fort Howard Cup Corporation, Civil Action No. CV 187-084,
was  initially  filed in state  court in Georgia in April 1987 and is  currently
pending in federal court. The remaining plaintiffs claimed,  among other things,
that Sweetheart  wrongfully  terminated the Lily-Tulip,  Inc. Salary  Retirement
Plan (the "Plan") in violation of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"). The relief sought by plaintiffs was to have the plan
termination declared  ineffective.  In December 1994, the United States Court

                                       12
<PAGE>
of Appeals for the Eleventh  Circuit (the  "Circuit  Court") ruled that the Plan
was lawfully  terminated  on December 31, 1986.  Following  that  decision,  the
plaintiffs  sought a  rehearing,  which was  denied,  and  subsequently  filed a
petition for a writ of certiorari  with the United States Supreme  Court,  which
was also denied.  Following  remand,  in March 1996, the United States  District
Court for the Southern  District of Georgia  (the  "District  Court")  entered a
judgment   in  favor  of   Sweetheart.   Following   denial  of  a  motion   for
reconsideration, the plaintiffs, in April 1997, filed an appeal with the Circuit
Court. On May 21, 1998, the Circuit Court affirmed the judgment entered in favor
of Sweetheart. On June 10, 1998, the plaintiffs petitioned the Circuit Court for
a rehearing  of their appeal  which  petition  was denied on July 29,  1998.  In
October 1998,  plaintiffs  filed a petition for writ of certiorari to the United
States Supreme Court,  which was denied in January 1999.  Sweetheart has been in
the process of paying out the termination  liability and associated expenses and
as of December 24, 2000, has disbursed  $12.3 million in  termination  payments.
The estimate of the total termination  liability and associated  expenses,  less
payments,  exceeds assets set aside in the Plan by  approximately  $7.9 million,
which amount has been fully reserved by Sweetheart.

         On April 27, 1999, the plaintiffs  filed a motion in the District Court
for  reconsideration  of the court's dismissal without  appropriate relief and a
motion  for  attorneys'  fees  with a  request  for  delay in  determination  of
entitlement  to such fees. On June 17, 1999,  the District  Court deferred these
motions  and ordered  discovery  in  connection  therewith.  Discovery  has been
completed and Sweetheart is awaiting  further action by the  plaintiffs.  Due to
the  complexity  involved in connection  with the claims  asserted in this case,
Sweetheart  cannot determine at present with any certainty the amount of damages
it would be required to pay should the plaintiffs  prevail;  accordingly,  there
can be no assurance  that such amounts would not have a material  adverse effect
on Sweetheart's financial position or results of operations.

         On July 13, 1999,  Sweetheart  received a letter from the Environmental
Protection Agency ("EPA")  identifying  Sweetheart,  among numerous others, as a
"potential  responsible party" under the Comprehensive  Environmental  Response,
Compensation  and  Liability Act of 1980,  as amended  ("CERCLA"),  at a site in
Baltimore,  Maryland.  The EPA letter states that it does not constitute a final
determination by EPA concerning the liability of Sweetheart or any other entity.
On December 20, 1999, Sweetheart received an information request letter from the
EPA,  pursuant  to CERCLA,  regarding a Container  Recycling  Superfund  Site in
Kansas City,  Kansas.  Sweetheart  denies liability and has no reason to believe
the  final  outcomes  will have a  material  effect  on  Sweetheart's  financial
condition or results of operations. However, no assurance can be given about the
ultimate   effect  on  Sweetheart,   if  any,  given  the  early  stage  of  the
investigations.

         Management   believes  that  cash generated by each of Sweetheart's and
Fonda's operations,  combined with amounts available under its respective credit
facilities,  in addition to funds  generated by asset sales should be sufficient
to fund each of Fonda's and Sweetheart's  respective capital expenditures needs,
debt service  requirements,  payments in conjunction with lease  commitments and
working capital needs, including Sweetheart's  termination liabilities under the
Plan in the next twelve months.


Net Operating Loss Carryforwards

         As of September 24, 2000,  Sweetheart had  approximately $32 million of
net operating loss ("NOL") carry-forwards for federal income tax purposes, which
expire in 2018.  Although Sweetheart expects that sufficient taxable income will
be generated in the future to realize these NOLs, there can be no such assurance
that such future taxable income will be generated.



Item 3.  QUANTATATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         NONE

                                       13
<PAGE>


                           PART II - OTHER INFORMATION


Item 1.  LEGAL PROCEEDINGS

         A lawsuit entitled Aldridge v. Lily-Tulip,  Inc. Salary Retirement Plan
Benefits Committee and Fort Howard Cup Corporation, Civil Action No. CV 187-084,
was  initially  filed in state  court in Georgia in April 1987 and is  currently
pending in federal court. The remaining plaintiffs claimed,  among other things,
that Sweetheart  wrongfully  terminated the Lily-Tulip,  Inc. Salary  Retirement
Plan (the "Plan") in violation of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"). The relief sought by plaintiffs was to have the plan
termination declared  ineffective.  In December 1994, the United States Court of
Appeals for the Eleventh  Circuit (the "Circuit  Court") ruled that the Plan was
lawfully  terminated  on  December  31,  1986.  Following  that  decision,   the
plaintiffs  sought a  rehearing,  which was  denied,  and  subsequently  filed a
petition for a writ of certiorari  with the United States Supreme  Court,  which
was also denied.  Following  remand,  in March 1996, the United States  District
Court for the Southern  District of Georgia  (the  "District  Court")  entered a
judgment   in  favor  of   Sweetheart.   Following   denial  of  a  motion   for
reconsideration, the plaintiffs, in April 1997, filed an appeal with the Circuit
Court. On May 21, 1998, the Circuit Court affirmed the judgment entered in favor
of Sweetheart. On June 10, 1998, the plaintiffs petitioned the Circuit Court for
a rehearing  of their appeal  which  petition  was denied on July 29,  1998.  In
October 1998,  plaintiffs  filed a petition for writ of certiorari to the United
States Supreme Court,  which was denied in January 1999.  Sweetheart has been in
the process of paying out the termination  liability and associated expenses and
as of December 24, 2000,  Sweetheart has disbursed  $12.3 million in termination
payments.  The  estimate  of the  total  termination  liability  and  associated
expenses,  less payments,  exceeds assets set aside in the Plan by approximately
$7.9 million, which amount has been fully reserved by Sweetheart.

         On April 27, 1999, the plaintiffs  filed a motion in the District Court
for  reconsideration  of the court's dismissal without  appropriate relief and a
motion  for  attorneys'  fees  with a  request  for  delay in  determination  of
entitlement  to such fees. On June 17, 1999,  the District  Court deferred these
motions  and ordered  discovery  in  connection  therewith.  Discovery  has been
completed and Sweetheart is awaiting  further action by the  plaintiffs.  Due to
the  complexity  involved in connection  with the claims  asserted in this case,
Sweetheart  cannot determine at present with any certainty the amount of damages
it would be required to pay should the plaintiffs  prevail;  accordingly,  there
can be no assurance  that such amounts would not have a material  adverse effect
on Sweetheart's financial position or results of operations.

         On July 13, 1999,  Sweetheart  received a letter from the Environmental
Protection Agency ("EPA")  identifying  Sweetheart,  among numerous others, as a
"potential  responsible party" under the Comprehensive  Environmental  Response,
Compensation  and  Liability Act of 1980,  as amended  ("CERCLA"),  at a site in
Baltimore,  Maryland.  The EPA letter states that it does not constitute a final
determination by EPA concerning the liability of Sweetheart or any other entity.
On December 20, 1999, Sweetheart received an information request letter from the
EPA,  pursuant  to CERCLA,  regarding a Container  Recycling  Superfund  Site in
Kansas City,  Kansas.  Sweetheart  denies liability and has no reason to believe
the  final  outcomes  will have a  material  effect  on  Sweetheart's  financial
condition or results of operations. However, no assurance can be given about the
ultimate   effect  on  Sweetheart,   if  any,  given  the  early  stage  of  the
investigations.

         Each  of  Sweetheart  and  Fonda  is also involved in a number of legal
proceedings  arising  in the  ordinary  course  of  business,  none of  which is
expected to have a material adverse effect on the Company's  financial  position
or results of operations.

                                       14
<PAGE>
Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits

              3.5  Certificate of Amendment of the Certificate of  Incorporation
                   of SF Holdings Group, Inc.

         (b)  Reports on Form 8-K:

              No reports on Form 8-K were filed during the thirteen  weeks ended
              December 24, 2000.

                                       15
<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, its duly authorized officer and principal financial officer.



                            SF HOLDINGS GROUP, INC.
                            (Registrant)

Date:  January 31, 2001     By:  /s/ Hans H. Heinsen
       ----------------          -------------------
                            Hans H. Heinsen
                            Senior Vice President,
                            Chief Financial Officer and Treasurer

                            (Principal Financial and Accounting Officer and Duly
                             Authorized Officer)

                                       16
<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, its duly authorized officer and principal financial officer.



                            SF HOLDINGS GROUP, INC.
                            (Registrant)

Date:  January 31, 2001     By: _____________________________
     ------------------
                            Hans H. Heinsen
                            Senior Vice President,
                            Chief Financial Officer and Treasurer

                            (Principal Financial and Accounting Officer and Duly
                             Authorized Officer)

                                       17
<PAGE>