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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 Twenty-Six Weeks Ended
                                 March 26, 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 April 24, 2000:
            Class A Common Stock, $0.001 par value - 562,583 shares
            Class B Common Stock, $0.001 par value - 56,459 shares
            Class C Common Stock, $0.001 par value - 39,900 shares

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<PAGE>
                                                  PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Item 1.  FINANCIAL STATEMENTS

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

                                                                          (Unaudited)
                                                                           March 26,           September 26,
                                                                             2000                 1999(1)
                                                                         -------------        ---------------
<S>                                                                      <C>                  <C>
                                     Assets
                                     ------
      Current assets:
         Cash and cash equivalents                                        $    5,631             $    4,180
         Receivables, less allowances of $4,173 and $6,979,
           respectively                                                      135,763                136,629
         Due from affiliates                                                     661                    538
         Inventories                                                         222,888                191,848
         Deferred income taxes                                                20,757                 20,547
         Other current assets                                                 22,785                 24,330
                                                                           ---------              ---------
              Total current assets                                           408,485                378,072
                                                                           ---------              ---------

      Property, plant and equipment, net                                     373,744                387,309

      Goodwill, net                                                           96,563                 98,176
      Deferred income taxes                                                   40,686                 38,424
      Other assets                                                            29,923                 35,229
                                                                           ---------              ---------
              Total assets                                                $  949,401             $  937,210
                                                                           =========              =========

                     Liabilities and Stockholders' Deficit
                     -------------------------------------
      Current liabilities:
         Accounts payable                                                 $  100,214             $   80,786
         Accrued expenses and other current liabilities                      102,293                112,700
         Current portion of long-term debt                                   288,764                276,845
                                                                           ---------              ---------
              Total current liabilities                                      491,271                470,331
                                                                           ---------              ---------

      Long-term debt                                                         379,095                381,554
      Other liabilities                                                       61,132                 62,494
      Deferred income taxes                                                    4,105                  4,026
                                                                           ---------              ---------
              Total liabilities                                              935,603                918,405
                                                                           ---------              ---------

         Exchangeable preferred stock                                         38,968                 36,291
         Minority interest in subsidiary                                       2,317                  1,971
         Redeemable common stock                                               2,251                  2,217
         Stockholders' Deficit                                               (29,738)               (21,674)
                                                                           ----------             ----------
              Total liabilities and stockholders' deficit                 $  949,401             $  937,210
                                                                           ==========             ==========


                    (1) Restated, see Note 2 of the Notes to Consolidated Financial Statements

                           See accompanying Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

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

                                                            For the          For the          For the          For the
                                                           Thirteen         Thirteen         Twenty-six       Twenty-six
                                                          weeks ended      weeks ended      weeks ended      weeks ended
                                                           March 26,        March 28,        March 26,        March 28,
                                                             2000            1999(1)           2000            1999(1)
                                                         ------------     ------------     ------------     ------------
<S>                                                      <C>              <C>              <C>              <C>
Net sales                                                $  289,374       $  271,483       $  595,194        $ 557,941
Cost of sales                                               247,428          238,758          507,707          493,745
                                                          ---------        ---------        ----------       ---------
    Gross profit                                             41,946           32,725           87,487           64,196

Selling, general and administrative expenses                 29,752           30,570           60,561           59,617
Other (income) expense, net                                  (3,012)             284           (1,564)             504
                                                          ----------       ---------        ----------       ---------
    Operating income                                         15,206            1,871           28,490            4,075

Interest expense, net of interest income of $180,
  $163, $267 and $402, respectively                          17,137           17,311           34,700           35,221
                                                          ---------        ---------        ---------        ---------
    Income (loss) before income tax expense
    (benefit), minority interest and extraordinary
    loss                                                     (1,931)         (15,440)          (6,210)         (31,146)

Income tax expense (benefit)                                   (466)          (5,881)          (1,850)         (11,848)

Minority interest in subsidiary's income (loss)                 229             (445)             346           (1,248)
                                                          ----------       ----------       ----------       ----------
    Net income (loss) before extraordinary loss              (1,694)          (9,114)          (4,706)         (18,050)
                                                          ----------       ----------       ----------       -----------

Extraordinary loss on debt extinguishment  (net of
  income taxes of ($350))                                       525                -              525                -
                                                          ----------       ---------        ----------       ----------
    Net income (loss)                                        (2,219)          (9,114)          (5,231)         (18,050)
                                                          ----------       ----------       ----------       ----------

Payment-in-kind dividends on exchangeable
  preferred stock                                            (1,360)          (1,208)          (2,677)          (2,365)
                                                          ----------       ----------       ----------       ----------
    Net income (loss) applicable to common stock         $   (3,579)      $  (10,322)      $   (7,908)      $  (20,415)
                                                          ==========       ==========       ==========       ==========


Other comprehensive income (loss), net of tax:
    Net income (loss)                                        (2,219)          (9,114)          (5,231)         (18,050)
    Foreign currency translation adjustment                      60              252               71              (11)
    Minimum pension liability adjustment                        (79)            (454)            (193)             889
                                                          ----------       ----------       ----------       ----------
Other comprehensive income (loss)                               (19)            (202)            (122)             878
                                                          ----------       ----------       ----------       ----------
    Comprehensive income (loss)                          $   (2,238)      $   (9,316)      $   (5,353)      $  (17,172)
                                                          ==========       ==========       ==========       ==========


                               (1) Restated, see Note 2 of the Notes to Consolidated Financial Statements

                                      See accompanying Notes to Consolidated Financial Statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                      SF HOLDINGS GROUP, INC.
                                                      -----------------------
                                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                                               -------------------------------------
                                                            (Unaudited)
                                                          (In thousands)


                                                                    For the Twenty-      For the Twenty-
                                                                    six weeks ended      six weeks ended
                                                                       March 26,            March 28,
                                                                         2000                1999(1)
                                                                   -----------------    -----------------
<S>                                                                <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES

     Net income (loss)                                               $   (5,231)          $  (18,050)
     Adjustments to reconcile net income (loss) to net cash
     provided by (used in) operating activities:
       Depreciation and amortization                                     27,666               28,159
       Interest capitalized on debt                                       5,698                5,353
       Deferred income tax credit                                        (2,215)             (10,667)
       Gain on sale of assets                                            (4,082)                (170)
       Minority interest in subsidiary                                      346               (1,248)
     Changes in operating assets and liabilities:
       Receivables                                                          721               (3,851)
       Due from affiliates                                                  190                   81
       Inventories                                                      (29,934)              (4,619)
       Other current assets                                                 322                 (317)
       Accounts payable and accrued expenses                              9,008               15,975
       Other, net                                                         1,631                3,188
                                                                      ----------           ----------
         Net cash provided by (used in) operating activities              4,120               13,834
                                                                      ----------           ----------

CASH FLOWS FROM INVESTING ACTIVITIES

     Additions to property, plant and equipment                         (14,795)             (20,613)
     Proceeds from sale of property, plant and equipment                  8,517                5,210
                                                                      ----------           ----------
         Net cash provided by (used in) investing activities             (6,278)             (15,403)
                                                                      ----------           ----------

CASH FLOWS FROM FINANCING ACTIVITIES

     Net borrowings (repayments) under revolving credit
       facilities                                                        42,703               43,102
     Repayment of other debt                                            (39,094)             (48,941)
     Decrease in cash escrow                                                  -                3,870
                                                                      ----------           ----------
         Net cash provided by (used in) financing activities              3,609               (1,969)
                                                                      ----------           ----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                      1,451               (3,538)

CASH AND CASH EQUIVALENTS, beginning of period                            4,180                9,898
                                                                      ----------           ----------
CASH AND CASH EQUIVALENTS, end of period                             $    5,631           $    6,360
                                                                      ==========           ==========

SUPPLEMENTAL CASH FLOW DISCLOSURES:

         Interest paid                                               $   28,438           $   24,464
                                                                      ==========           ==========
         Income taxes paid (refunded)                                $   (2,537)          $   (5,091)
                                                                      ==========           ==========


                 (1) Restated, see Note 2 of the Notes to Consolidated Financial Statements

                        See accompanying Notes to Consolidated Financial Statements

</TABLE>
<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 three
largest  converters and marketers of disposable  food service and food packaging
products in North America.

     The information  included in the foregoing interim  consolidated  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  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 26, 1999.  Certain  prior period  amounts have been
reclassified to conform to current period presentation.


(2)  BUSINESS ACQUISITION

     On December 3, 1999, Creative Expressions Group, Inc. ("CEG"), an affiliate
of the Company in the disposable  party goods products  business,  became an 87%
owned  subsidiary of the Company  pursuant to a merger.  In connection  with the
merger,  87% of CEG's common stock was  exchanged  for 15,000  shares of Class B
Series 2 Preferred Stock of the Company. As a result of this transaction,  Fonda
markets,  manufactures and distributes  disposable party goods products directly
to the specialty  (party)  channel of its consumer  market.  The transaction has
been accounted for in a manner similar to pooling-of-interests. The accompanying
financial  statements  have been  restated for all periods  presented to include
CEG's balance sheet and results of operations.


(3)  INVENTORIES

     The components of inventories are as follows (in thousands):
<TABLE>
<CAPTION>
                                          (Unaudited)
                                            March 26,            September 26,
                                              2000                   1999
                                        ---------------        ----------------
<S>                                     <C>                    <C>
Raw materials and supplies                $   59,235              $   53,627
Finished products                            153,764                 130,185
Work in progress                               9,889                   8,036
                                          ----------              ----------
          Total inventories               $  222,888              $  191,848
                                          ==========              ==========
</TABLE>
<PAGE>

(4)  SEGMENTS
<TABLE>
<CAPTION>
                                                            For the           For the           For the           For the
                                                           Thirteen          Thirteen         Twenty-six        Twenty-six
                                                          weeks ended       weeks ended       weeks ended       weeks ended
                                                           March 26,         March 28,         March 26,         March 28,
                                                             2000              1999              2000              1999
                                                        ---------------   ---------------   ---------------   ---------------
<S>                                                     <C>               <C>               <C>               <C>
Net Sales:
     Sweetheart                                          $  217,379        $  195,389        $  431,595        $  399,298
     Fonda                                                   78,063            77,168           175,635           159,815
     Intersegment elimination                                (6,068)           (1,074)          (12,036)           (1,172)
                                                         -----------       -----------       -----------       -----------
               Total Sales                               $  289,374        $  271,483        $  595,194        $  557,941
                                                         ===========       ===========       ===========       ===========


Income from operations, excluding other income:
     Sweetheart                                          $    9,671        $    1,625        $   18,508        $       57
     Fonda                                                    2,629               632             8,529             4,668
     Corporate and eliminations                                (106)             (102)             (111)             (146)
                                                         -----------       -----------       -----------       -----------
               Total income from operations              $   12,194        $    2,155        $   26,926        $    4,579
                                                         ===========       ===========       ===========       ===========
</TABLE>


(5)  EXTRAORDINARY LOSS

     In  conjunction  with the merger  (see Note 2,  herein),  CEG  retired  its
long-term debt. As a result, CEG charged $875,000, or $525,000 net of income tax
benefit,  to  results  of  operations  as an  extraordinary  item.  This  amount
represented  the  unamortized   deferred   financing  fees  and  other  expenses
pertaining to such debt.


(6)  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 begun the
process of paying out the  termination  liability  and as of March 26,  2000 had
disbursed  $8.9 million in  termination  payments.  The initial  estimate of the
total termination  liability,  less these payments,  exceeds assets set aside in
the Plan by approximately $11.6 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
<PAGE>

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.

     A patent infringement action seeking injunctive relief and damages relating
to Sweetheart's  production and sale of certain paper plates entitled Fort James
Corporation v.  Sweetheart  Cup Company Inc.,  Civil Action No.  97-C-1221,  was
filed in the United States District Court for the Eastern  District of Wisconsin
on  November  21,  1997.  During the fourth  quarter of Fiscal  1999,  mediation
resulted in a settlement of this action whereby Sweetheart agreed to pay damages
of $2.6 million.  This amount has been fully  reserved by  Sweetheart,  with the
first of two  payments,  $1.6 million,  made on September  30, 1999.  The second
payment of $1.0 million is due July 1, 2000.

     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.

     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.

<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")  conducts all of its  operations
through  its  principal   operating   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.

     Each of Fonda and Sweetheart's  business is seasonal with a majority of its
net cash flows from  operations  realized in the third and forth quarters of the
fiscal year.  Sales of  paperboard  products  for such periods  reflect the high
seasonal   demands  of  the  summer  months  when  outdoor  and   away-from-home
consumption increases.  This results in disproportionately  higher net income in
the last six months of the fiscal  year as cost  absorption  improves  resulting
from a more  profitable  sales and production  mix. In addition,  Fonda's tissue
based and specialty party goods products experience  increased volume and a high
percentage of its net income in the first and fourth fiscal  quarters due to the
buildup of seasonal  business between Halloween and the Super Bowl. 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   production
requirements, Fonda and/or Sweetheart will need to borrow under their respective
credit  facilities  or seek  other  sources of  capital.  Although  the  Company
believes 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,  there can be no  assurance  that  such  capital
resources will be sufficient in the future.


Recent Developments

     On  December  20,  1999,  Sweetheart  Cup  entered  into a  Stock  Purchase
Agreement with the stockholders of Sherwood  Industries,  Inc.  ("Sherwood"),  a
manufacturer  of paper cups,  containers and cup making  equipment,  pursuant to
which  Sweetheart  Cup will  acquire all of the issued and  outstanding  capital
stock (the  "Sherwood  Acquisition")  of Sherwood  and its  subsidiaries  for an
aggregate purchase price of $19.0 million,  subject to adjustment for changes in
working  capital.  On April 6,  2000,  all of the  conditions  to  closing  were
satisfied.  The Company  expects the  foregoing  transaction  to be  consummated
during the third quarter of Fiscal 2000.


Thirteen Weeks Ended March 26, 2000 Compared to Thirteen Weeks Ended
March 28, 1999 (Unaudited)

     Net sales  increased  $17.9  million,  or 6.6%,  to $289.4  million for the
thirteen  weeks  ended  March  26,  2000  due to net  sales  increases  at  both
Sweetheart and Fonda. The following analysis includes $3.1 million of sales from
Sweetheart  to Fonda and $2.9 million of sales from Fonda to  Sweetheart,  which
were eliminated in consolidation.
<PAGE>

Sweetheart Results:

     Net sales  increased  $22.0  million,  or 11.3%,  to $217.4 million for the
thirteen  weeks ended March 26, 2000 compared to $195.4 million for the thirteen
weeks ended March 28,  1999,  reflecting  a 7.9%  increase in sales volume and a
3.4%  increase  in average  realized  sales  price.  Net sales to  institutional
foodservice  customers  increased  12.6%,  reflecting  a 8.9%  increase in sales
volume and a 3.7%  increase in average  realized  sales price.  This increase is
primarily  the  result  of  Sweetheart's   focus  on  revenue  growth  with  key
institutional  foodservice  customers.  Net  sales to food  packaging  customers
increased  1.4%,  reflecting a 0.9% increase in sales volume and a 0.5% increase
in  average  realized  sales  price.  This  growth is  primarily  the  result of
increased  demand by large  accounts  in the food  packaging  customer  base and
increased pricing resulting from raw material cost increases.


Fonda Results:

     Net  sales  increased  $0.9  million,  or 1.2%,  to $78.1  million  for the
thirteen  weeks ended March 26, 2000  compared to $77.2 million for the thirteen
weeks ended March 28, 1999, reflecting a 1.9% increase in average realized sales
price  and a 0.7%  decrease  in  sales  volume.  The  increase  in net  sales is
primarily  due  to  increased   average   realized  sales  prices  in  both  the
institutional  and consumer  markets,  partially  offset by lower volumes in the
consumer market. Net sales to institutional customers increased 6.2%, reflecting
a 5.4% increase in sales volume and an 0.8% increase in average  realized  sales
price.  The  increase is  primarily  the result of the Fonda's  focus on revenue
growth  with  key  institutional  customers.  Net  sales to  consumer  customers
decreased 1.6%, reflecting a 0.7% increase in average realized sales price and a
2.3% decrease in sales volume.  This decrease results primarily from competitive
market conditions.

     Gross profit  increased  $9.2 million,  or 28.2%,  to $41.9 million for the
thirteen weeks ended March 26, 2000. As a percentage of net sales,  gross profit
increased to 14.5% for the thirteen weeks ended March 26, 2000 from 12.1% in the
thirteen  weeks ended  March 28,  1999  primarily  due to  increased  margins at
Sweetheart.


Sweetheart Results:

     Gross profit  increased  $9.3 million,  or 49.2%,  to $28.3 million for the
thirteen  weeks ended March 26, 2000  compared to $19.0 million for the thirteen
weeks ended March 28, 1999. As a percentage of net sales, gross profit increased
to 13.0% for the thirteen  weeks ended March 26, 2000 from 9.7% for the thirteen
weeks ended March 28, 1999. This improvement is attributable to a shift in sales
towards a more profitable product mix, improved  manufacturing  efficiencies and
improved margins through customer price initiatives.


Fonda Results:

     Gross profit  increased  $0.2  million,  or 1.3%,  to $13.9 million for the
thirteen  weeks ended March 26, 2000  compared to $13.7 million for the thirteen
weeks ended March 28, 1999. This increase is primarily attributable to increased
net sales.  As a  percentage  of net sales,  gross profit was 17.8% for both the
thirteen weeks ended March 26, 2000 and the thirteen weeks ended March 28, 1999.

     Selling,  general and administrative  expenses  decreased $0.8 million,  or
2.6%, to $29.8  million for the thirteen  weeks ended March 26, 2000 compared to
$30.6  million  for the  thirteen  weeks ended March 28,  1999.  A $1.0  million
increase in such costs at Sweetheart was principally attributable to an increase
in bad debt  expense  resulting  from a  customer's  bankruptcy  filing.  A $1.8
million  decrease  in such  costs at Fonda  was  principally  attributable  to a
one-time  write-off of a customer  receivable  in March 1999,  coupled with cost
savings initiatives instituted by management in Fiscal 2000.

     Other (income)  expense  increased $3.3 million,  to income of $3.0 million
for the  thirteen  weeks  ended  March 26,  2000  compared to an expense of $0.3
million for the thirteen weeks ended March 28, 1999. This increase was primarily
the result of Sweetheart realizing a gain on the sale of a warehousing facility,
which  was  partially  offset  by  restructuring  charges  associated  with  the
discontinuation  of the centralized  machine shop operation which will be phased
out  during  the  remainder  of  Fiscal  2000   including  the   elimination  of
approximately 65 positions.
<PAGE>

     Operating income increased $13.3 million, to $15.2 million for the thirteen
weeks ended March 26, 2000 compared to $1.9 million for the thirteen weeks ended
March 28, 1999, due to the reasons stated above.

     Interest  expense,  net  decreased  $0.2  million to $17.1  million for the
thirteen  weeks ended March 26, 2000  compared to $17.3 million for the thirteen
weeks ended March 28, 1999.  During the quarter,  Fonda  realized lower interest
expense due primarily to the reduction of capitalized  interest  related to debt
extinguished during the consolidation,  while Sweetheart's net interest remained
flat.

     Net income (loss) increased $6.9 million, to a net loss of $2.2 million for
the thirteen  weeks ended March 26, 2000 compared to a $9.1 million net loss for
the thirteen weeks ended March 28, 1999, due to the reasons stated above.


Twenty-six Weeks Ended March 26, 2000 Compared to Twenty-six Weeks Ended
March 28, 1999 (Unaudited)

     Net sales  increased  $37.3  million,  or 6.7%,  to $595.2  million for the
twenty-six  weeks  ended  March  26,  2000 due to net  sales  increases  at both
Sweetheart and Fonda. The following analysis includes $6.6 million of sales from
Sweetheart  to Fonda and $5.4 million of sales from Fonda to  Sweetheart,  which
were eliminated in consolidation.


Sweetheart Results:

     Net sales  increased  $32.3  million,  or 8.1%,  to $431.6  million for the
twenty-six  weeks  ended  March 26,  2000  compared  to $399.3  million  for the
twenty-six  weeks  ended March 28,  1999,  reflecting  a 5.6%  increase in sales
volume  and a 2.5%  increase  in  average  realized  sales  price.  Net sales to
institutional  foodservice  customers increased 9.1%, reflecting a 6.3% increase
in sales  volume and a 2.8%  increase  in average  realized  sales  price.  This
increase is primarily the result of  Sweetheart's  focus on revenue  growth with
key institutional  foodservice customers.  Net sales to food packaging customers
increased  0.1%,  reflecting  a 0.3%  increase in average  realized  sales price
offset by a 0.2%  decrease in sales  volume.  This  increase is primarily due to
increased pricing resulting from raw material cost increases.


Fonda Results:

     Net sales  increased  $15.8  million,  or 9.9%,  to $175.6  million for the
twenty-six  weeks  ended  March 26,  2000  compared  to $159.8  million  for the
twenty-six  weeks  ended March 28,  1999,  reflecting  a 6.8%  increase in sales
volume and a 2.9%  increase in average  realized  sales price.  This increase is
primarily due to increased  average realized sales prices in the consumer market
and increased  volume in both the  institutional  and consumer markets driven by
seasonal sales and key customer  growth.  Net sales to  institutional  customers
increased  10.2%,  reflecting  a 10.8%  increase in sales  volume as a result of
Fonda's  focus on revenue  growth with key  institutional  customers,  partially
offset by a 0.5% decrease in average realized sales price, reflecting a shift in
sales mix. Net sales to consumer  customers  increased  9.7%,  reflecting a 5.6%
increase in sales volume and a 3.9%  increase in average  realized  sales price.
This increase was primarily  driven by peak holiday and millennium sales as well
as the restocking of inventory for key customers.

     Gross profit  increased  $23.3 million,  or 36.3%, to $87.5 million for the
twenty-six  weeks ended March 26,  2000.  As a  percentage  of net sales,  gross
profit  increased  to 14.7% in the  twenty-six  weeks  ended March 26, 2000 from
11.5% for the  twenty-six  weeks ended March 28, 1999 primarily due to increased
margins at Sweetheart.


Sweetheart Results:

     Gross profit  increased  $21.8 million,  or 65.1%, to $55.2 million for the
twenty-six  weeks  ended  March  26,  2000  compared  to $33.4  million  for the
twenty-six  weeks ended March 28,  1999.  As a  percentage  of net sales,  gross
profit  increased  to 12.8% for the  twenty-six  weeks ended March 26, 2000 from
8.4% for the  twenty-six  weeks  ended  March  28,  1999.  This  improvement  is
attributable  to a shift in sales to a more  profitable  product  mix,  improved
manufacturing   efficiencies   and  improved   margins  through  customer  price
initiatives.

<PAGE>

Fonda Results:

     Gross profit  increased  $1.9  million,  or 6.3%,  to $32.8 million for the
twenty-six  weeks  ended  March  26,  2000  compared  to $30.9  million  for the
twenty-six  weeks  ended March 28,  1999.  The  increase  was  primarily  due to
increased net sales of specialty party goods products,  increased selling prices
of paperboard  products,  and increased volume of institutional tissue products.
As a percentage of net sales, gross profit decreased to 18.7% for the twenty-six
weeks ended March 26, 2000 from 19.3% for the  twenty-six  weeks ended March 28,
1999. This decrease in gross profit margin reflects manufacturing inefficiencies
related  to  consolidation  as  well as  competitive  market  conditions  in the
consumer market.

     Selling,  general and administrative  expenses  increased $1.0 million,  or
1.7%, to $60.6 million for the twenty-six weeks ended March 26, 2000 compared to
$59.6  million for the  twenty-six  weeks ended March 28,  1999.  A $2.9 million
increase in such costs at Sweetheart was principally attributable to an increase
in bad debt  expense  resulting  from a  customer's  bankruptcy  filing.  A $1.9
million  decrease  in such  costs at Fonda  was  principally  attributable  to a
one-time  write-off of a customer  receivable  in March 1999,  coupled with cost
savings initiatives instituted by management in Fiscal 2000.

     Other (income)  expense  increased $2.1 million,  to income of $1.6 million
for the  twenty-six  weeks ended  March 26, 2000  compared to an expense of $0.5
million for the  twenty-six  weeks  ended  March 28,  1999.  This  increase  was
primarily the result of Sweetheart realizing a gain from the sale of a warehouse
facility,  offset by the  following;  (i) the  write-off  of an  unsecured  note
receivable issued in connection with the Fiscal 1998 sale of the bakery business
and (ii) a  restructuring  reserve for the  discontinuation  of the  centralized
machine shop  operation  which will be phased out during the remainder of Fiscal
2000 including the elimination of approximately 65 positions.

     Operating  income  increased  $24.4  million,  to  $28.5  million  for  the
twenty-six  weeks  ended March 26, 2000  compared  to  operating  income of $4.1
million for the twenty-six weeks ended March 28, 1999, due to the reasons stated
above.

     Interest expense,  net decreased $0.5 million, or 1.4% to $34.7 million for
the  twenty-six  weeks ended March 26,  2000  compared to $35.2  million for the
twenty-six  weeks ended March 28, 1999.  This decrease is  attributable to lower
outstanding  balances  under  Sweetheart's  U. S.  Credit  Facility,  which  was
partially  offset by an increase in market interest rates,  coupled with Fonda's
lower interest expense resulting primarily from the reduction in amortization of
debt issue costs related to debt extinguished during the CEG consolidation.

     Net income (loss)  increased  $12.9 million,  to a net loss of $5.2 million
for the  twenty-six  weeks ended March 26, 2000  compared to a $18.1 million net
loss for the  twenty-six  weeks ended March 28, 1999,  due to the reasons stated
above.


Liquidity and Capital Resources

     Historically,  the  Company's  subsidiaries  have  relied on cash flow from
operations,  the  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 2000  capital
expenditures.

     Net cash provided by operating  activities  decreased  $9.7 million to $4.1
million in the  twenty-six  weeks ended March 26, 2000 compared to $13.8 million
in the  twenty-six  weeks  ended  March  28,  1999.  This  is  primarily  due to
Sweetheart management's decision to build inventories,  partially offset by more
favorable  income from  operating  activities at both  Sweetheart  and Fonda and
improved collection of outstanding accounts receivable at Fonda.

     Capital  expenditures  for the  twenty-six  weeks ended March 26, 2000 were
$14.8 million compared to $20.6 million for the twenty-six weeks ended March 28,
1999. Capital expenditures in the

<PAGE>

twenty-six  weeks ended March 26, 2000 included $4.6 million for new  production
equipment and $7.4 million spent on growth and expansion projects at Sweetheart,
with the remaining consisting primarily of routine capital improvements.

     In January 2000,  outstanding  balances on CEG's revolving credit facility,
12% senior  subordinated notes and junior  subordinated notes were paid in full.
Outstanding balances on such debt totaled $22.0 million at September 26, 1999.

     Fonda's  revolving  credit  facility,  which  matures  on March  31,  2001,
provides up to $55 million  borrowing  capacity,  is  collateralized by eligible
accounts  receivable  and  inventories,  certain  general  intangibles  and  the
proceeds on the sale of accounts  receivable and  inventory.  At March 26, 2000,
there was $40.3 million  outstanding  and $13.2 million was the maximum  advance
available based upon eligible collateral.

     Sweetheart's  revolving  credit  facility  allows up to $135.0  million  in
borrowings,  subject to borrowing base limitations (the "U.S. Credit Facility").
Borrowings  under the U.S. Credit Facility mature on August 1, 2000. As of March
26, 2000, $35.8 million was available under such facility.  Although  Sweetheart
intends to refinance this debt,  there can be no assurances that it will be able
to obtain such refinancing on terms and conditions acceptable to the Company. As
of April 17,  2000,  $24.7  million was  available  under such  facility,  which
primarily  reflects  the  issuance of letters of credit  related to the Sherwood
Acquisition, see "Recent Developments".

     Sweetheart  also has a credit facility which provides for a term loan of up
to Cdn $10.0 million and revolving credit of up to Cdn $10.0 million that expire
on June 15, 2001. As of March 26, 2000, Cdn $1.4 million  (approximately US $1.0
million) was available under such facility.

     Sweetheart's Senior Secured Notes mature on September 1, 2000. Although the
Company  intends to refinance  this debt,  there can be no  assurances  that the
Company  will be  able to  obtain  such  refinancing  on  terms  and  conditions
acceptable to the Company.

     In January  1999,  the  United  States  Supreme  Court  denied  plaintiffs'
Petition for Writ of  Certiorari in the matter of Aldridge v.  Lily-Tulip,  Inc.
Salary Retirement Plan Benefits Committee and Fort Howard Cup Corporation, Civil
Action No. CV 187-084.  The court decided that the Plan was lawfully terminated.
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.  The  discovery  process has been
completed  and  Sweetheart  is  awaiting   further  action  by  the  plaintiffs.
Sweetheart has begun the process of paying out the termination  liability and as
of March 26,  2000 had  disbursed  $8.8  million in  termination  payments.  The
initial  estimate  of the total  termination  liability,  less  these  payments,
exceeds  assets  set aside in the Plan by  approximately  $11.6  million,  which
amount has been  fully  reserved  by  Sweetheart.  The  remaining  payments  are
expected to be paid during Fiscal 2000. Sweetheart's operating plan contemplates
that cash  generated by  operations  and amounts  available  under  Sweetheart's
credit  facilities  will be sufficient to make the required  payments  under the
Plan when due.  However,  there can be no assurance that Sweetheart will achieve
its operating plan and have the necessary cash to make these  payments.  Failure
by Sweetheart to make such payments could have a material  adverse effect on the
Company and its financial condition.

     A patent infringement action seeking injunctive relief and damages relating
to Sweetheart's  production and sale of certain paper plates entitled Fort James
Corporation v.  Sweetheart  Cup Company Inc.,  Civil Action No.  97-C-1221,  was
filed in the United States District Court for the Eastern  District of Wisconsin
on  November  21,  1997.  During the fourth  quarter of Fiscal  1999,  mediation
resulted in a settlement of this action whereby Sweetheart agreed to pay damages
of $2.6 million. This amount has been

<PAGE>

fully reserved by Sweetheart, with the first of two payments, $1.6 million, made
on September 30, 1999. The second payment of $1.0 million is due July 1, 2000.

     The  Company   believes  that  cash   generated  by  each  of  Fonda's  and
Sweetheart's  operations,  combined with amounts  available under its respective
credit  facilities  in  addition  to both  funds  generated  by asset  sales and
proceeds from expected  refinancing  by Sweetheart  should be sufficient to fund
each of Fonda's and Sweetheart's  respective  capital  expenditures  needs, debt
service   requirements  and  working  capital  needs,   including   Sweetheart's
termination  liabilities under the Plan and acquisition of Sherwood, in the next
twelve months.


Net Operating Loss Carryforwards

     As of September 26, 1999,  Sweetheart had approximately $214 million of net
operating loss  carryforwards  ("NOLs") for federal  income tax purposes,  which
expire at  various  dates  through  2019.  Fonda has $1.9  million  of state net
operating  loss  carryforwards  which expire at various dates from 2003 to 2020.
For federal  income tax purposes,  Fonda's net operating  losses will be carried
back to Fiscal 1998. Although the Company expects that sufficient taxable income
will be generated in the future to realize these NOLs, there can be no assurance
that future taxable income will be generated to utilize the NOLs.


Item 3.  QUANTATATIVE AND QUALATATIVE DISCLOSURES ABOUT MARKET RISK

         NONE

<PAGE>

                           PART II - OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

     On January 11, 1999,  the United States  Supreme  Court denied  Plaintiff's
petition for Writ of  Certiorari in the matter of Aldridge v.  Lily-Tulip,  Inc.
Salary  Retirement  Benefits  Committee and Fort Howard Cup  Corporation,  Civil
Action No. CV 187-084.  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.

     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.


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits:

              27.0    Financial Data Schedule

         (b)  Reports on Form 8-K:

              No  reports on Form 8-K were  filed  during  the  thirteen
              weeks ended March 26, 2000.
<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:  April 24, 2000                     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)