<PAGE>


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

                                   ----------

                                    FORM 10-Q

(Mark One)

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

     For the quarterly period ended March 31, 2002

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from             to
                                    -----------    ------------

                        Commission file number 001-14255

                                   ----------

                                AURORA FOODS INC.
             (Exact Name of Registrant as Specified in Its Charter)

               DELAWARE                                 94-3303521
               --------                                 ----------
    (State or Other Jurisdiction of          (IRS Employer Identification No.)
    Incorporation or Organization)

                    11432 Lackland Road, St. Louis, MO 63146
           (Address of Principal Executive Office, Including Zip Code)

                                 (314) 801-2300
              (Registrant's Telephone Number, Including Area Code)

                                   ----------

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 Or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter Period that the
registrant was required to file such reports), and (2) has been subject to such
filing Requirements for the past 90 days. Yes[X] No[ ]

     Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of the Latest practicable date.

                                                         Shares Outstanding
                                                             May 8, 2002
                                                         ------------------
Common stock, $0.01 par value.........................       71,823,029

     The number of shares outstanding as of May 8, 2002 reflects the initial
share transfers to and from the Company in connection with the settlement, as
described in Note 22 to the financial statements included in the Company's Form
10-K for the year ended December 31, 2001.

                                       1

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

See pages 3 through 14.

                                       2

<PAGE>

                                AURORA FOODS INC.
                                 BALANCE SHEETS
                 (dollars in thousands except per share amounts)

<TABLE>
<CAPTION>
                                                                                   March 31,    December 31,
                                                                                      2002         2001
                                                                                  -----------   ------------
                                                                                  (unaudited)
<S>                                                                               <C>            <C>
                                      ASSETS
                                      ------
Current assets:
   Cash and cash equivalents ..................................................   $      882     $      184
   Accounts receivable, net of $716 and $588 allowance, respectively ..........       74,463         91,229
   Accounts receivable sold ...................................................      (27,976)       (33,302)
   Inventories ................................................................       95,320         99,560
   Prepaid expenses and other assets ..........................................       18,665          5,524
   Current deferred tax assets ................................................       19,410         18,563
                                                                                  ----------     ----------
      Total current assets ....................................................      180,764        181,758

   Property, plant and equipment, net .........................................      229,011        232,650
   Deferred tax asset .........................................................      115,192         47,799
   Goodwill and other intangible assets, net ..................................    1,072,513      1,229,652
   Other assets ...............................................................       29,808         31,181
                                                                                  ----------     ----------
      Total assets ............................................................   $1,627,288     $1,723,040
                                                                                  ==========     ==========
                    LIABILITIES AND STOCKHOLDERS' EQUITY
                    ------------------------------------

Current liabilities:
   Current portion of senior secured term debt ................................   $   40,443     $   37,970
   Accounts payable ...........................................................       73,901         73,001
   Accumulated preferred dividends payable ....................................        1,917          1,586
   Accrued liabilities ........................................................       86,779         80,417
                                                                                  ----------     ----------
      Total current liabilities ...............................................      203,040        192,974

   Senior secured term debt ...................................................      462,089        472,793
   Senior secured revolving debt facility .....................................      141,500        127,700
   Senior subordinated notes ..................................................      401,541        401,605
   Capital lease obligation ...................................................        1,809          1,833
   Other liabilities ..........................................................       14,260         16,683
                                                                                  ----------     ----------
      Total liabilities .......................................................    1,224,239      1,213,588
                                                                                  ----------     ----------

Commitments and contingencies
Stockholders' equity:
   Preferred stock, $0.01 par value; 25,000,000 shares authorized; 3,750,000
      shares, Series A Convertible Cumulative, issued and outstanding, with
      a liquidation preference value of $16,917 and $16,586, respectively .....           37             37
   Common stock, $0.01 par value; 250,000,000 shares authorized; 74,401,219
      and 74,254,467 shares issued, respectively ..............................          744            743
   Paid-in capital ............................................................      686,216        685,582
   Treasury stock .............................................................      (13,266)       (13,266)
   Promissory notes ...........................................................          (40)           (40)
   Accumulated deficit ........................................................     (267,908)      (159,760)
   Accumulated other comprehensive loss .......................................       (2,734)        (3,844)
                                                                                  ----------     ----------
      Total stockholders' equity ..............................................      403,049        509,452
                                                                                  ----------     ----------
      Total liabilities and stockholders' equity ..............................   $1,627,288     $1,723,040
                                                                                  ==========     ==========
</TABLE>

                 See accompanying notes to financial statements.

                                       3

<PAGE>

                                AURORA FOODS INC.
                            STATEMENTS OF OPERATIONS
                     (in thousands except per share amounts)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                               Three Months Ended March 31,
                                                                               ----------------------------
                                                                                    2002         2001
                                                                               ----------------------------
<S>                                                                               <C>          <C>
Net sales ..................................................................      $ 198,072    $ 230,068
Cost of goods sold .........................................................       (134,459)    (133,934)
                                                                                  ---------    ---------
   Gross profit ............................................................         63,613       96,134
                                                                                  ---------    ---------
Brokerage, distribution and marketing expenses:
   Brokerage and distribution ..............................................        (31,070)     (32,913)
   Consumer marketing ......................................................         (9,739)     (19,005)
                                                                                  ---------    ---------
      Total brokerage, distribution and marketing expenses .................        (40,809)     (51,918)
Amortization of goodwill and other intangibles .............................         (2,448)     (11,201)
Selling, general and administrative expenses ...............................        (17,340)     (15,733)
                                                                                  ---------    ---------
      Total operating expenses .............................................        (60,597)     (78,852)
                                                                                  ---------    ---------
   Operating income ........................................................          3,016       17,282
Interest expense, net ......................................................        (22,168)     (27,870)
Adjustment to value of derivatives .........................................         (1,117)          --
Amortization of deferred financing expense .................................           (867)        (867)
Other bank and financing expenses ..........................................            (37)         (37)
                                                                                  ---------    ---------
   Loss before income taxes and cumulative effect of change in accounting           (21,173)     (11,492)
Income tax benefit .........................................................          8,249        3,735
                                                                                  ---------    ---------
   Net loss before cumulative effect of change in accounting ...............        (12,924)      (7,757)
Cumulative effect of change in accounting, net of tax of $60,670 ...........        (94,893)          --
                                                                                  ---------    ---------
   Net loss ................................................................       (107,817)      (7,757)
Preferred dividends ........................................................           (331)        (307)
                                                                                  ---------    ---------
   Net loss available to common stockholders ...............................      $(108,148)   $  (8,064)
                                                                                  =========    =========
Basic and diluted loss per share available to common stockholders:
   Loss before cumulative effect of change in accounting ...................      $   (0.19)   $   (0.11)
   Cumulative effect of change in accounting, net of tax ...................          (1.32)          --
                                                                                  ---------    ---------
   Net loss available to common stockholders ...............................      $   (1.51)   $   (0.11)
                                                                                  =========    =========
Weighted average number of shares outstanding ..............................         71,753       74,124
                                                                                  =========    =========
</TABLE>

                 See accompanying notes to financial statements.

                                       4

<PAGE>

                                AURORA FOODS INC.
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                 (in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                                           Accumulated
                                                       Additional                                             Other
                                  Preferred   Common    Paid-in     Promissory   Treasury   Accumulated   Comprehensive
                                    Stock     Stock     Capital       Notes       Stock       Deficit          Loss         Total
                                  ---------   ------   ----------   ----------   --------   -----------   -------------   --------
<S>                                  <C>       <C>      <C>           <C>        <C>         <C>             <C>           <C>
Balance at December 31, 2001....     $37       $743     $685,582      $(40)       (13,266)   $(159,760)      $(3,844)     $ 509,452

Stock options exercised.........      --          1          387        --             --           --            --            388

Restricted stock awards.........      --         --          247        --             --           --            --            247

Net loss........................      --         --           --        --             --     (107,817)           --       (107,817)

Cumulative preferred dividends..      --         --           --        --             --         (331)           --           (331)

Net deferred hedging gain.......      --         --           --        --             --           --         1,110          1,110
                                     ---       ----     --------      ----       --------    ---------       -------      ---------

Balance at March 31, 2002.......     $37       $744     $686,216      $(40)      $(13,266)   $(267,908)      $(2,734)     $ 403,049
                                     ===       ====     ========      ====       ========    =========       =======      =========
</TABLE>

                 See accompanying notes to financial statements.

                                       5

<PAGE>

                                AURORA FOODS INC.
                            STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                    Three Months Ended March 31,
                                                                    ----------------------------
                                                                        2002             2001
                                                                    -----------       ----------
<S>                                                                   <C>             <C>
Cash flows from operations:
   Net loss .....................................................     $(107,817)      $ (7,757)
   Adjustments to reconcile net loss to net cash from operations:
      Depreciation and amortization .............................        10,955         18,564
      Deferred income taxes .....................................        (8,229)        (3,735)
      Recognition of loss on derivatives..... ...................         1,117             --
      Cumulative effect of change in accounting, net of tax .....        94,893             --
      Other, net ................................................           (20)             4
      Changes in operating assets and liabilities:
         Accounts receivable ....................................        17,134         24,197
         Inventories ............................................         4,887         11,628
         Prepaid expenses and other current assets ..............       (12,807)        (2,277)
         Accounts payable .......................................           900         (1,377)
         Accrued expenses .......................................         6,391         (3,075)
         Other non-current liabilities ..........................        (1,751)        (3,206)
                                                                      ---------       --------

Net cash provided by operations .................................         5,653         32,966
                                                                      ---------       --------
Cash flows from investing activities:
   Asset additions ..............................................        (5,540)        (2,232)
                                                                      ---------       --------
Net cash used for investment activities .........................        (5,540)        (2,232)
                                                                      ---------       --------
Cash flows from financing activities:
   Senior secured revolving borrowings, net .....................        13,800             --
   Repayment of borrowings ......................................        (8,231)        (8,232)
   Decrease in accounts receivable sold .........................        (5,326)       (19,985)
   Capital contributions and other, net .........................           342             36
                                                                      ---------       --------

Net cash (used for) provided by financing activities ............           585        (28,181)
                                                                      ---------       --------

Increase in cash and cash equivalents ...........................           698          2,553
Cash and cash equivalents, beginning of period ..................           184            525
                                                                      ---------       --------

Cash and cash equivalents, end of period ........................     $     882       $  3,078
                                                                      =========       ========
</TABLE>

                 See accompanying notes to financial statements.

                                       6

<PAGE>

                                AURORA FOODS INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                                 March 31, 2002

NOTE 1 - BASIS OF PRESENTATION

Interim Financial Statements

     The interim financial statements of the Company included herein have not
been audited by independent accountants. The statements include all adjustments,
including normal recurring accruals, which management considers necessary for a
fair presentation of the financial position and operating results of the Company
for the periods presented. The statements have been prepared by the Company
pursuant to the rules and regulations of the Securities and Exchange Commission.
Accordingly, certain information and footnote disclosures normally included in
financial statements prepared in conformity with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. The operating results for interim periods are not necessarily
indicative of results to be expected for an entire year. Certain prior period
amounts have been reclassified to conform to the current period's presentation.

     For further information, reference should be made to the financial
statements of the Company and notes thereto included in the annual report on
Form 10-K of the Company for the year ended December 31, 2001.

The Company

     The Company has acquired premium, well recognized brands with strong brand
equity that had been undermarketed, undermanaged, non-core businesses to their
former corporate parents. The Company's objective is to renew the growth of its
brands by giving them the focus, strategic direction, product development, and
dedicated sales and marketing resources they need to thrive. The Company's goal
is to then sustain the growth of the brands with high levels of marketing
support directed towards increased advertising, consumer promotions, new
products, packaging improvements and new packaging. Each of the Company's brands
is a leading brand with significant market share and strong consumer awareness.
The Company primarily competes in the following three industry segments: retail,
food service and other distribution channels. The Company's products are sold
nationwide, primarily through food brokers to supermarkets, wholesale and retail
grocery accounts and other retail channels, as well as food service distribution
channels (restaurant chains, business/industry and schools) and club store,
private label and military customers. Distribution is either directly to the
customer or through independent wholesalers and distributors.

Liquidity

     The Company continues to be highly leveraged. As of May 8, 2002, the
Company had outstanding, approximately $1.07 billion in aggregate principal
indebtedness for borrowed money, had a total of $9.3 million of cash and
available borrowing capacity under the revolving credit facility and had sold
substantially all eligible receivables pursuant to the receivables sale
facility.

     Liquidity is expected to remain tight and the Company has no currently
existing arrangements or sources for additional financing. Management is
actively reviewing a number of possibilities to provide additional liquidity.
These possibilities include but are not limited to an additional equity infusion
from major stockholders affiliated with certain members of the Board of
Directors and the sale of certain assets or businesses. The Company is also
actively reducing controllable expenditures that are not expected to have major
impacts on the business. There have been no significant disruptions to the
Company's ability to obtain necessary raw materials from its vendors.

                                       7

<PAGE>

Accounting Changes

     Effective January 1, 2002, the Company adopted the consensus reached in
EITF 00-25 and 01-09, which required that certain items which had been
classified as trade promotions expense in prior years be reclassified as
reductions of net sales. Adoption of the consensus had no impact on cash flow or
the reported amounts of operating income for any period. Following this change,
all payments made by the Company to direct and indirect customers to promote and
facilitate the sale of the Company's products are reflected as reductions of net
sales. Prior year amounts in the accompanying statement of operations have been
reclassified to conform with this new presentation.

     Net sales for each quarter and the full year for 2001 and 2000, after
reflecting this reclassification from trade promotion expense, are as follows
(in thousands):

                  Net Sales After Reclassification
                  --------------------------------
Quarter ending:        2001             2000
                     --------         --------
   March 31          $230,068         $227,607
   June 30            181,607          172,915
   September 30       200,838          197,541
   December 31        229,628          222,951
                     --------         --------
Calendar Year        $842,141         $821,014
                     ========         ========

     On January 1, 2002, the Company adopted Statement of Financial Accounting
Standards No. 142 ("FAS 142"), Goodwill and Other Intangible Assets. FAS 142
generally requires that (1) recorded amounts of goodwill no longer be amortized,
on a prospective basis, (2) the amount of goodwill recorded on the balance sheet
of the Company be evaluated annually for impairment using a two-step method, (3)
other identifiable intangible assets be categorized as to whether they have
indefinite or finite lives, (4) indefinite lived intangibles no longer be
amortized on a prospective basis, and (5) the amount of indefinite lived
intangibles on the balance sheet of the Company be evaluated annually for
impairment using a one-step method.

     As of March 31, 2002, the Company has implemented all aspects of FAS 142
except for the completion of its impairment test of goodwill. The two-step
method used to evaluate recorded amounts of goodwill for possible impairment
involves comparing the total fair value of each reporting unit, as defined, less
the fair value of all recorded identifiable net assets of the reporting unit,
(the "residual") to the recorded book value of the reporting unit's goodwill. If
the book value of goodwill exceeds this residual, a second step is required. The
second step involves comparing the fair value of the reporting unit less the
fair value of all identifiable net assets that exist (the "adjusted residual")
to the book value of goodwill. Where the adjusted residual is less than the book
value of goodwill for the reporting unit, an adjustment of the book value down
to the adjusted residual is required. Management does not expect to complete the
calculation in the first step until the second quarter of 2002. The net carrying
value of the Company's goodwill has increased by $1.6 million from the December
31, 2001 balance of $720.7 million due to the reclassification of certain
intangibles to goodwill in accordance with FAS 142.

     During the first quarter of 2002 the Company determined that all
identifiable intangibles have definite lives with the exception of all of the
Company's trade names. Amortization of the trade names ceased January 1, 2002
and the carrying values were tested for impairment as of that date using a
one-step test comparing the fair value of the asset to its net carrying value.
The Company determined the fair value of the trade names based on valuations
performed by outside parties using the excess earnings approach. The fair value
of all trade names exceeded their net carrying value except for the Lender's and
Celeste trade names. The net carrying value for these two trade names was in
excess of their fair value by $155.6 million which has been recorded, net of tax
of $60.7 million, in the statement of operations as a cumulative effect of a
change in accounting principle. Although management does not yet know the
adjustments, if any, that will result from completion of the goodwill impairment
testing, the net amount of recorded goodwill associated with the Lender's and
Celeste brands as of March 31, 2002 was $47.8 million and $37.7 million,
respectively.

     The following table summarizes the intangibles as of March 31, 2002 (in
thousands):

                                       8

<PAGE>

                                                      Carrying Value
                                                -----------------------------
                                                        Accumulated
                                               Gross    Amortization    Net
                                               ------   ------------  -------
Intangible assets subject to amortization:
   Recipes and formulations                    32,779      16,799      15,980
   Other                                       15,493       9,417       6,076
                                               ------      ------     -------
      Total                                    48,272      26,216      22,056

Intangible assets not subject to amortization                         328,169
                                                                      -------
Net carrying value of intangible assets                               350,225
                                                                      =======

     The following schedule shows net losses and net loss per share adjusted to
exclude the Company's amortization expense related to goodwill and indefinite
lived intangibles (net of tax effects) (in thousands):

<TABLE>
<CAPTION>
                                                                      Three months ended March 31,
                                                                      ----------------------------
                                                                             2002       2001
                                                                           --------    ------
<S>                                                                        <C>         <C>
Reported net loss available to common stockholders                         (108,148)   (8,064)
Add back : Cumulative effect of change in accounting, net of tax             94,893        --
Add back : Goodwill amortization                                                 --     3,387
Add back : Intangible amortization                                               --     2,297
                                                                           --------    ------
Adjusted net loss available to common stockholders                          (13,255)   (2,380)
                                                                           ========    ======

Basic and diluted loss per share available to common stockholders:
   Reported net loss                                                          (1.51)    (0.11)
   Add back : Cumulative effect of change in accounting, net of tax            1.32        --
   Add back : Goodwill amortization                                              --      0.05
   Add back : Intangible amortization                                            --      0.03
                                                                           --------    ------
   Adjusted net loss                                                          (0.19)    (0.03)
                                                                           ========    ======
</TABLE>

NOTE 2 - INVENTORIES

     Inventories consist of the following (in thousands):

                                                       March 31,   December 31,
                                                         2002          2001
                                                      ----------   ------------
                                                      (unaudited)
Raw materials ..................................        $17,718       $17,507
Work in process ................................            256            98
Finished goods .................................         69,631        74,686
Packaging and other supplies ...................          7,715         7,269
                                                        -------       -------
                                                        $95,320       $99,560
                                                        =======       =======

                                       9

<PAGE>

NOTE 3 - ACCOUNTS RECEIVABLE SALE FACILITY

     On March 28, 2002, the Company's receivables purchase agreement, which
provides for the sale of up to $42 million of specified accounts receivable on a
periodic basis, was amended for a fee of $150,000 to extend its term through
June 30, 2002. The Company has the option to further extend the receivables
sales facility through March 31, 2003.

NOTE 4 - EARNINGS PER SHARE AND NUMBER OF COMMON SHARES OUTSTANDING

     Basic earnings per share represents the income available to common
stockholders divided by the weighted average number of common shares outstanding
during the measurement period. Diluted earnings per share represents the income
available to common stockholders divided by the weighted average number of
common shares outstanding during the measurement period while also giving effect
to all potentially dilutive common shares that were outstanding during the
period. Potentially dilutive common shares consist of stock options (the
dilutive impact is calculated by applying the "treasury stock method"), the
outstanding convertible cumulative preferred stock and the common shares
expected to be issued from treasury stock pursuant to the settlement of the
class action and derivative lawsuits in 2001. The Company has had net losses
available to common stockholders in each year, therefore the impact of these
potentially dilutive common shares has been antidilutive. The loss amounts and
the weighted average shares outstanding contained in the Statements of
Operations were used to compute both the basic and diluted loss per share.

Common shares outstanding

     The number of shares of common stock outstanding and the transactions
during the three month period ended March 31, 2002 were as follows (in
thousands):

                                                 Common
                                                 Stock    Treasury       Net
                                                 Issued    Stock     Outstanding
                                                 ------   --------   -----------
Shares at December 31, 2001 ...............      74,254    (2,586)     71,668
Exercise of stock options .................          98        --          98
Restricted stock awards to employees ......          49        --          49
                                                 ------    ------      ------
Shares at March 31, 2002 ..................      74,401    (2,586)     71,815
                                                 ======    ======      ======

NOTE 5 - SEGMENT INFORMATION

     The Company groups its business in three operating segments: retail, food
service and other distribution channels. In general, each of the Company's
brands are sold through each of the segments. The retail distribution segment
includes all of the Company's brands and products sold to customers who sell or
distribute these products to consumers through supermarkets, grocery stores and
normal grocery retail outlets. The food service segment includes both branded
and non-branded products sold to customers such as restaurants,
business/industry and schools. The other distribution channels segment includes
sales of branded and private label products to club stores, the military, mass
merchandisers, convenience, drug and chain stores, as well as exports from the
United States.

     The Company's definition of segment contribution differs from operating
income as presented in its primary financial statements and a reconciliation of
the segmented and consolidated results is provided in the following table.
Interest expense, financing costs and income tax amounts are not allocated to
the operating segments.

                                       10

<PAGE>

     The Company's assets are not managed or maintained on a segmented basis.
Property, plant and equipment is used in the production and packaging of
products for each of the segments. Cash, accounts receivable, prepaid expenses,
other assets and deferred tax assets are maintained and managed on a
consolidated basis and generally do not pertain to any particular segment.
Inventories include primarily raw materials and packaged finished goods, which
in most circumstances are sold through any or all of the segments. The Company's
goodwill and other intangible assets, which include its tradenames, are used by
and pertain to the activities and brands sold across all of its segments. As no
segmentation of the Company's assets, depreciation expense (included in fixed
manufacturing costs and general and administrative expenses) or capital
expenditures is maintained by the Company, no allocation of these amounts has
been made solely for purposes of segment disclosure requirements.

     Results in 2002 include pretax adjustments of $20.1 million, primarily for
trade promotion costs which are now reflected in net sales, along with a charge
to cost of sales of approximately $1 million for unresolved inventory disputes
and $1.1 million charged to selling, general and administrative costs,
principally associated with an executive's severance. The trade promotion
adjustments were a result of updated evaluations of the Company's reserves for
such costs, including the timing of the ultimate settlements with customers and
the Company's ability to obtain reliable information concerning actual
historical spending, along with resolution of deductions taken by its customers.
Settlement of trade promotion costs has historically been completed primarily
when a customer deducts from amounts otherwise due to the Company for amounts
they determine are due to them. Final resolution of the amounts appropriately
deducted has taken extended periods of time and was compounded by the loss of
information following the bankruptcy of the Company's national retail sales
broker during the second and third quarters of 2001. The Company has taken
several steps to improve this information for current and future periods,
including new systems and processes implemented during the fourth quarter of
2001 and the first quarter of 2002. In addition, the Company is in the process
of changing its promotion payment strategies to reduce both the amounts that are
settled through subsequent deduction by its customers and the resulting
estimation required in establishing appropriate reserves for incurred costs.

     The following table presents a summary of operations by segment (in
thousands):

<TABLE>
<CAPTION>
                                                        Three months ended March 31,
                                                        ----------------------------
                                                              2002       2001
                                                            --------   --------
                                                                (unaudited)
<S>                                                         <C>        <C>
Net sales:
    Retail ..........................................       $157,847   $188,930
    Food Service ....................................         14,548     13,935
    Other ...........................................         25,677     27,203
                                                            --------   --------
        Total .......................................       $198,072   $230,068
                                                            ========   ========

Segment contribution and operating income:
    Retail ..........................................       $ 32,404   $ 50,056
    Food Service ....................................          4,821      5,272
    Other ...........................................          5,946      7,658
                                                            --------   --------
        Segment contribution ........................         43,171     62,986
    Fixed manufacturing costs .......................        (20,367)   (18,770)
    Amortization of goodwill and other intangibles ..         (2,448)   (11,201)
    Selling, general and administrative expenses ....        (17,340)   (15,733)
                                                            --------   --------
        Operating income ............................       $  3,016   $ 17,282
                                                            ========   ========
</TABLE>

                                       11

<PAGE>

NOTE 6 - LITIGATION AND CONTINGENCIES

     During the first quarter of 2002, the Company lost a dispute in arbitration
associated with termination of a contract in 2000 and recorded additional
expense of approximately $730,000. The total award and related costs of
approximately $1,530,000 were paid in April 2002.

     The Company is subject to litigation in the ordinary course of business. In
the opinion of management, the ultimate outcome of any existing litigation would
not have a material adverse effect on the Company's financial condition, results
of operations or cash flows.

NOTE 7 - PREFERRED DIVIDENDS

     Dividends on the outstanding Series A Convertible Cumulative Preferred
Stock are being accrued each period, but are not being paid in cash. Preferred
dividends will be paid in additional preferred stock until such time as the
restrictions on payment of dividends contained in the senior secured debt
agreements are no longer in effect, at which time the Company will determine
whether future dividends will be paid in cash or additional shares of preferred
stock.

NOTE 8 - DERIVATIVE INSTRUMENTS

     During the quarter ended March 31, 2002, the Company recorded additional
expense of approximately $1.1 million associated with the change in value of its
interest rate collar agreement which is not an effective hedge. The change in
value of this instrument was primarily due to lower expected future LIBOR rates
used to compute the net liability to the Company.

     At March 31, 2002, the Company's net liability reflected in the
accompanying balance sheet, associated with its interest rate derivatives was
approximately $12.1 million, $4.4 million of which has been deferred through
other comprehensive income for amounts related to its interest rate swap
agreement which remains effective as a hedge.

                                       12

<PAGE>

NOTE 9 - OTHER COMPREHENSIVE LOSS

     The components of total comprehensive income (loss) for the three month
periods ended March 31, 2002 and 2001 were as follows (in thousands):

                                                    Three months ended March 31,
                                                    ----------------------------
                                                           2002       2001
                                                        ---------   --------
                                                             (unaudited)
Net Loss ..........................................     $(107,817)  $ (7,757)
                                                        ---------   --------

Other comprehensive income (loss), net of tax:
   Adoption of FAS 133 for hedging activities .....            --     (2,277)
   Loss deferred on qualifying cash flow hedges ...         2,068       (794)
   Reclassification adjustment for cash flow
      hedging losses realized in net income loss ..          (958)       (75)
                                                        ---------   --------

Total other comprehensive (loss) ..................         1,110     (3,146)
                                                        ---------   --------

   Total comprehensive loss .......................     $(106,707)  $(10,903)
                                                        =========   ========

NOTE 10 - DEBT

     In February 2002, the Company's senior secured debt agreement was amended,
with provisions to allow for the potential issuance of additional senior
subordinated notes to replace the current receivables purchase facility and to
further amend the financial covenants for periods through March 31, 2003.

     In March 2002, the Company received a waiver of a specific technical
provision of the senior secured debt agreement which would have otherwise
required the Company to prepay approximately $20 million of this facility.

     On May 1, 2002, the senior secured debt agreement was further amended to
revise certain of the financial covenants for future interim periods in 2002 and
to provide for the exclusion of (1) approximately $20.1 million of expenses
recorded by the Company in the quarter ended March 31, 2002, and (2) fees and
expenses associated with the provisions of the amendment, for purposes of the
financial covenant calculations at March 31, 2002 and future periods. In
addition, the Company agreed to provide a revised 2002 business plan to the
Administrative Agent, to meet with the lenders to discuss the Company's business
prior to June 15, 2002 and to assist a consultant, chosen by the Administrative
Agent and at the Company's expense, to review the Company's business plan and
trade promotion systems along with cash flow projections and liquidity. As a
condition to the amendment, certain entities affiliated with Fenway Partners,
Inc. and McCown De Leeuw & Co., Inc. entered into a Revolving Loan Subordinated
Participation Agreement, pursuant to which they agreed to purchase on a
subordinated basis, a participation in up to $10 million of the Company's
outstanding revolving loans. The Company has issued approximately 718,000
warrants to purchase common stock of the Company at $0.01 per share to these
entities affiliated with Fenway Partners, Inc. and McCown De Leeuw & Co., Inc.
as compensation for this Participation Agreement. The number of warrants issued
is subject to adjustment and will not exceed 1% of the number of shares of
common stock outstanding on May 1, 2002. The warrants expire on April 30, 2012.

     Subsequent to the amendments, the Company is in compliance with the
provisions of the senior secured debt agreement.

                                       13

<PAGE>

NOTE 11 - Related Parties

     In connection with the May 1, 2002 amendment to the Company's senior
secured debt agreement, certain entities affiliated with Fenway Partners, Inc.
and McCown De Leeuw & Co. agreed to purchase on a subordinated basis, a
participation of up to $10 million of the Company's outstanding revolving loans.
The Company has issued approximately 718,000 warrants to purchase common stock
of the Company at $0.01 per share to these entities affiliated with Fenway
Partners, Inc. and McCown De Leeuw & Co., Inc. as compensation for this
Participation Agreement. The number of warrants issued is subject to adjustment
and will not exceed 1% of the number of shares of common stock outstanding on
May 1, 2002. The warrants expire April 30, 2012. See Note 10.

NOTE 12 - Subsequent Events

     On May 2, 2002, the Company announced the closing of its West Seneca, New
York, Lender's bagel manufacturing facility. As a result of this decision,
production at West Seneca will cease on May 31, 2002, with the formal closing to
be no later than July 2, 2002. The closing will result in the loss of 204 jobs.
Impacted employees will receive severance pay in accordance with the Company's
policies and union agreements. The Company estimates that a $30 million pre-tax
charge will be incurred with the shutdown of the West Seneca facility primarily
attributable to disposition of property, plant and equipment and includes
severance and other employee related costs. The Company estimates that the 2002
cash impact of the shutdown will be offset through cost savings of the closure.

                                       14

<PAGE>

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

     Reference is made to Notes to Financial Statements and Management's
Discussion and Analysis of Financial Condition and Results of Operations
presented in the annual report on Form 10-K of Aurora Foods Inc. for the year
ended December 31, 2001.

Accounting Changes

     Effective January 1, 2002, the Company adopted the consensus reached in
EITF 00-25 and 01-09, which required that certain items which had been
classified as trade promotions expense in prior years be reclassified as
reductions of net sales. Adoption of the consensus had no impact on cash flow or
the reported amounts of operating income for any period. Following this change,
all payments made by the Company to direct and indirect customers to promote and
facilitate the sale of the Company's products are reflected as reductions of net
sales. Prior year amounts in the accompanying statement of operations have been
reclassified to conform with this new presentation.

     On January 1, 2002, the Company adopted Statement of Financial Accounting
Standards No. 142 ("FAS 142"), Goodwill and Other Intangible Assets. FAS 142
generally requires that (1) recorded amounts of goodwill no longer be amortized,
on a prospective basis, (2) the amount of goodwill recorded on the balance sheet
of the Company be evaluated annually for impairment using a two-step method, (3)
other identifiable intangible assets be categorized as to whether they have
indefinite or finite lives, (4) indefinite lived intangibles no longer be
amortized on a prospective basis, and (5) the amount of indefinite lived
intangibles on the balance sheet of the Company be evaluated annually for
impairment using a one-step method.

     As of March 31, 2002, the Company has implemented all aspects of FAS 142
except for the completion of its impairment test of goodwill. The two-step
method used to evaluate recorded amounts of goodwill for possible impairment
involves comparing the total fair value of each reporting unit, as defined, less
the fair value of all recorded identifiable net assets of the reporting unit
(the "residual") to the recorded book value of the reporting unit's goodwill. If
the book value of goodwill exceeds this residual, a second step is required. The
second step involves comparing the fair value of the reporting unit less the
fair value of all identifiable net assets that exist (the "adjusted residual")
to the book value of goodwill. Where the adjusted residual is less than the book
value of goodwill for the reporting unit, an adjustment of the book value down
to the adjusted residual is required. Management does not expect to complete the
calculation in the first step until the second quarter of 2002. The net carrying
value of the Company's goodwill has increased by $1.6 million from the December
31, 2001 balance of $720.7 million due to the reclassification of certain
intangibles to goodwill in accordance with FAS 142.

     During the first quarter of 2002 the Company determined that all
identifiable intangibles have definite lives with the exception of all of the
Company's trade names. Amortization of the trade names ceased January 1, 2002
and the carrying values were tested for impairment as of that date using a
one-step test comparing the fair value of the asset to its net carrying value.
The Company determined the fair value of the trade names based on valuations
performed by outside parties using the excess earnings approach. The fair value
of all trade names exceeded their net carrying value except for the Lender's and
Celeste trade names. The net carrying value for these two trade names was in
excess of their fair value by $155.6 million which has been recorded, net of tax
of $60.7 million, in the statement of operations as a cumulative effect of a
change in accounting principle. Although management does not yet know the
adjustments, if any, that will result from completion of the goodwill impairment
testing, the net amount of recorded goodwill associated with the Lender's and
Celeste brands as of March 31, 2002 was $47.8 million and $37.7 million,
respectively.

     The following discussion and analysis of the Company's financial condition
and results of operations should be read in conjunction with the historical
financial information included in the Financial Statements and Notes to the
Financial Statements in Item 1 included herein. Unless otherwise noted, periods
(2002 and 2001) in this discussion refer to the Company's three month period
ending on March 31, respectively.

                                       15

<PAGE>

Results of Operations for the Three Months Ended March 31

     The following table sets forth the results of operations for the periods
indicated as well as the percentage which the items in the Statements of
Operations bear to net sales.

                                AURORA FOODS INC.
                            STATEMENTS OF OPERATIONS
                     (in thousands except per share amounts)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                           Three Months Ended March 31,
                                                                      -------------------------------------
                                                                            2002                2001
                                                                      -----------------   -----------------
<S>                                                                   <C>         <C>     <C>         <C>
Net sales .........................................................   $ 198,072   100.0%  $ 230,068   100.0 %
Cost of goods sold ................................................    (134,459)  (67.9)   (133,934)  (58.2)
                                                                      ---------   -----   ---------   -----
      Gross profit ................................................      63,613    32.1      96,134    41.8
                                                                      ---------   -----   ---------   -----
Brokerage, distribution and marketing expenses:
      Brokerage and distribution ..................................     (31,070)  (15.7)    (32,913)  (14.3)
      Consumer marketing ..........................................      (9,739)   (4.9)    (19,005)   (8.3)
                                                                      ---------   -----   ---------   -----
          Total brokerage, distribution and marketing expenses ....     (40,809)  (20.6)    (51,918)  (22.6)
Amortization of goodwill and other intangibles ....................      (2,448)   (1.2)    (11,201)   (4.9)
Selling, general and administrative expenses ......................     (17,340)   (8.8)    (15,733)   (6.8)
                                                                      ---------   -----   ---------   -----
          Total operating expenses ................................     (60,597)  (30.6)    (78,852)  (34.3)
                                                                      ---------   -----   ---------   -----
      Operating income ............................................       3,016     1.5      17,282     7.5
Interest expense, net .............................................     (22,168)  (11.2)    (27,870)  (12.1)
Adjustment of value of derivatives ................................      (1,117)   (0.6)         --      --
Amortization of deferred financing expense ........................        (867)    0.4)       (867)   (0.4)
Other bank and financing expenses .................................         (37)   (0.0)        (37)   (0.0)
                                                                      ---------   -----   ---------   -----
      Loss before income taxes and cumulative effect of
          change in accounting ....................................     (21,173)  (10.7)    (11,492)   (5.0)
Income tax benefit ................................................       8,249     4.2       3,735     1.6
                                                                      ---------   -----   ---------   -----
      Net loss before cumulative effect of change in accounting ...     (12,924)   (6.5)     (7,757)   (3.4)
Cumulative effect of change in accounting, net of tax of $60,670 ..     (94,893)  (47.9)         --      --
                                                                      ---------   -----   ---------   -----
      Net loss ....................................................    (107,817)  (54.4)     (7,757)   (3.4)
Preferred dividends ...............................................        (331)   (0.2)       (307)   (0.1)
                                                                      ---------   -----   ---------   -----
      Net loss available to common stockholders ...................   $(108,148)  (54.6)% $  (8,064)   (3.5)%
                                                                      =========   =====   =========   =====

Basic and diluted loss per share available to common stockholders:
      Loss before cumulative effect of change in accounting .......   $   (0.19)          $   (0.11)
      Cumulative effect of change in accounting, net of tax .......       (1.32)                 --
                                                                      ---------           ---------
      Net loss available to common stockholders ...................   $   (1.51)          $   (0.11)
                                                                      =========           =========

EBITDA (1) ........................................................   $  13,168     6.6%  $  35,037    15.2%
                                                                      =========   =====   =========   =====
</TABLE>

(1)  EBITDA represents earnings before interest, taxes, depreciation and
     amortization and before the accounting change. The Company believes EBITDA
     provides additional information for determining its ability to meet debt
     service requirements. EBITDA does not represent and should not be
     considered an alternative to net income or cash flow from operations as
     determined by generally accepted accounting principles. EBITDA does not
     necessarily indicate whether cash flow will be sufficient for cash
     requirements and should not be deemed to represent funds available to the
     Company. The calculation of EBITDA does not include the commitments of the
     company for capital expenditures and payment of debt. EBITDA, as presented,
     may not be comparable to similarly-titled measures of other companies.

     The Company manages its business in three operating segments: retail, food
service and other distribution channels. The separate financial information of
each segment is presented consistently with the manner in which results are
evaluated by the chief operating decision-maker in deciding how to allocate
resources and in assessing performance.

                                       16

<PAGE>

     Results in 2002 include pretax adjustments of $20.1 million, primarily for
trade promotion costs which are now reflected in net sales, along with a charge
to cost of sales of approximately $1 million for unresolved inventory disputes
and $1.1 million charged to selling, general and administrative costs,
principally associated with an executive officer's severance. The trade
promotion adjustments were a result of updated evaluations of the Company's
reserves for such costs, including the timing of the ultimate settlements with
customers and the Company's ability to obtain reliable information concerning
actual historical spending, along with resolution of deductions taken by its
customers. Settlement of trade promotion costs has historically been completed
primarily when a customer deducts from amounts otherwise due to the Company for
amounts they determine are due to them. Final resolution of the amounts
appropriately deducted has taken extended periods of time and was compounded by
the loss of information following the bankruptcy of the Company's national
retail sales broker during the second and third quarters of 2001. The Company
has taken several steps to improve this information for current and future
periods, including new systems and processes implemented during the fourth
quarter of 2001 and the first quarter of 2002. In addition, the Company is in
the process of changing its promotion payment strategies to reduce both the
amounts that are settled through subsequent deduction by its customers and the
resulting estimation required in establishing appropriate reserves for incurred
costs.

     Net sales by operating segment for the three month period ended March 31,
2002 and 2001 were as follows (in thousands):

                                                2002         2001
                                              --------     --------
Net sales:                                         (unaudited)
   Retail ...............................     $157,847     $188,930
   Food Service .........................       14,548       13,935
   Other ................................       25,677       27,203
                                              --------     --------
        Total ...........................     $198,072     $230,068
                                              ========     ========

     Net sales decreased $32.0 million or 13.9% to $198.1 million in 2002 from
$230.1 million in 2001. In addition to the adjustments, net sales in the 2002
quarter as compared to 2001 were impacted by retail sales volume declines of
approximately 1.9%, primarily in seafood products along with bagels and skillet
meals, offset in part by increased volume sales of frozen breakfast and baking
products. The seafood sales decline resulted from stronger than expected
industry sales of private label shrimp during Lent, which reduced sales and
consumption of traditional fish products. Shrimp prices were significantly below
historical levels. These declines in the Mrs. Paul's brand were offset by sales
of its new shrimp bowls meals, resulting in a small volume increase for the
brand. In addition, the Company reduced its seafood consumer marketing and
advertising in 2002 and increased trade spending, which lowered net sales but
improved net product contribution. Lender's bagel volume was down slightly, an
improvement from the prior trends. Increased sales of refrigerated products were
more than offset by lower frozen and fresh sales. Overall, Lender's increased
trade spending, reflected in net sales, to drive volume and reduced its consumer
marketing and advertising from prior year levels. Skillet meals net sales were
lower due to significant market segment contraction as a result of increased
promotion in other meal segments. Sales of frozen breakfast products increased
primarily due to increased waffle sales. Duncan Hines volume sales increased
slightly, although net sales dollars were marginally lower due to product mix
and increased promotional costs.

     Food Service net sales increased $0.6 million from prior year levels
primarily behind increased sales of frozen breakfast products. Net sales in
other distribution channels decreased $1.5 million, primarily due to lower sales
of higher per unit seafood in club stores, principally due to distribution
losses. This was offset in part by increased sales of baking and seafood
products in drug, discount, convenience and limited assortment outlets.

     Gross profit decreased $32.5 million to $63.6 million in 2002 from $96.1
million in the prior year. In addition to the adjustments, gross profit in 2002
as compared to 2001 was impacted by additional depreciation expenses associated
with capital expenditures and incremental amounts associated with moving syrup
production from contract manufacturers to a Company owned facility. In addition,
the 2001 period included a one-time gain associated with the renegotiation of
employee benefits at the West Seneca, New York facility.

                                       17

<PAGE>

     Brokerage and distribution expenses decreased $1.8 million to $31.1 million
in 2002 from $32.9 million in 2001. This decrease was primarily due to a
reduction in freight resulting from improved efficiencies, lower rates and the
benefit of moving some distribution to the new St. Elmo, Il. facility.

     Consumer marketing expenses were $9.7 million in 2002 as compared to $19.0
million in 2001. This decrease was due to the lower levels of spending in 2002
on seafood, bagel and syrup products which was redeployed in part to trade
spending reflected in net sales.

     Amortization expense decreased $8.8 million as a result of adoption of FAS
142. See Note 1 to the consolidated financial statements.

     Selling, general and administrative expenses increased to $17.3 million in
2002 from $15.7 million in 2001 primarily due to severance costs associated with
an executive officer and additional expense associated with an arbitration
settlement.

     Interest and other financing expenses. The aggregate of net interest income
and expense, amortization of loan fees and other bank and financing expenses
decreased to $24.2 million in 2002 from $28.8 million in 2001 primarily due to
lower interest costs resulting from lower levels of outstanding debt and lower
interest rates on variable rate debt as compared to the prior year. This was
offset in part by an additional $1.1 million of expense to recognize the net
market adjustments associated with the Company's two derivative instruments
which were not effective as hedges as required by FAS 133. See Note 8 to the
Financial Statements included in Part I, Item 1 of this Form 10-Q.

     Income tax benefit. The income tax benefit recorded in 2002 and 2001 was
39.0% and 32.5%, respectively, of the pretax loss. The increase in the effective
tax rate was due to expected results for the entire year.

     Cumulative effect of change in accounting. Effective January 1, 2002, the
Company adopted FAS 142, Goodwill and Other Intangible Assets. As a result, the
Company recorded a cumulative effect of a change in accounting principle of
$94.9 million, net of tax in the accompanying statement of operations. See
"Accounting Changes" and Note 1 to the financial statements in Part I, Item 1 of
this Form 10-Q.

Liquidity and Capital Resources

     For the three months ended March 31, 2002 the Company generated $5.7
million from operating activities compared to the three months ended March 31,
2001, when $33.0 million of cash was generated from operations. The primary
reasons were the decline in sales and operating income, increased expenditures
in 2002 for advertising, promotion and new product placement costs that are
amortized on an interim basis over the calendar year, and lower amounts of cash
generated in 2002 from reductions in accounts receivable and inventory, which
had been at unusually high levels at the beginning of 2001.

     Cash used for asset additions in 2002 was $5.5 million, an increase of $3.3
million from expenditures in the same quarter of 2001. The increase was
primarily attributable to the start up of syrup production in the Company's St.
Elmo, Il. facility along with expenditures at the Company's product development
center.

     During the quarter ended March 31, 2002, the Company borrowed an additional
$13.8 million under its revolving credit facility. Funding required from reduced
borrowings under the receivables sale facility and for scheduled senior secured
debt repayments totaled approximately $13.6 million.

     In March 2002, the Company received a waiver of a specific technical
provision of the senior secured debt agreement which would have otherwise
required the Company to prepay approximately $20 million of this facility.

     On May 1, 2002, the senior secured debt agreement was further amended to
revise certain of the financial covenants for future interim periods in 2002 and
to provide for the exclusion of (1) approximately $20.1 million of expenses
recorded by the Company in the quarter ended March 31, 2002, and (2) fees and
expenses associated with the provisions of the amendment, for purposes of the
financial covenant calculations at March 31, 2002 and future

                                       18

<PAGE>

periods. In addition, the Company agreed to provide a revised 2002 business plan
to the Administrative Agent, to meet with the lenders to discuss the Company's
business prior to June 15, 2002 and to assist a consultant, chosen by the
Administrative Agent and at the Company's expense, to review the Company's
business plan and trade promotion systems along with cash flow projections and
liquidity. As a condition to the amendment, certain entities affiliated with
Fenway Partners, Inc. and McCown De Leeuw & Co., Inc. entered into a Revolving
Loan Subordinated Participation Agreement, pursuant to which they agreed to
purchase on a subordinated basis, a participation in up to $10 million of the
Company's outstanding revolving loans. The Company has issued approximately
718,000 warrants to purchase common stock of the Company at $0.01 per share to
these entities affiliated with Fenway Partners, Inc. and McCown De Leeuw & Co.,
Inc. as compensation for this Participation Agreement. The number of warrants
issued is subject to adjustment and will not exceed 1% of the number of shares
of common stock outstanding on May 1, 2002. The warrants expire April 30, 2012.

     Subsequent to the amendments, the Company is in compliance with the
provisions of the senior secured debt agreement.

     The Company continues to be highly leveraged. As of May 8, 2002, the
Company had outstanding, approximately $1.07 billion in aggregate principal
indebtedness for borrowed money, had a total of $9.3 million of cash and
available borrowing capacity under the revolving credit facility and had sold
substantially all eligible receivables pursuant to the receivables sale
facility.

     Liquidity is expected to remain tight and the Company has no currently
existing arrangements or sources for additional financing. Management is
actively reviewing a number of possibilities to provide additional liquidity.
These possibilities include but are not limited to an additional equity infusion
from major stockholders affiliated with certain members of the Board of
Directors and the sale of certain assets or businesses. The Company is also
actively reducing controllable expenditures that are not expected to have major
impacts on the business. There have been no significant disruptions to the
Company's ability to obtain necessary raw materials from its vendors.

Interest Rate Agreements

     At March 31, 2002, the Company was party to three interest rate swap and
collar agreements. Risks associated with the interest rate swap and collar
agreements include those associated with changes in the market value and
interest rates. The Company is generally a beneficiary of lower interest rates.
To reduce the risk associated with rising interest rates, the Company entered
into swap and collar agreements, which have the effect of fixing the interest
rates or limiting this risk on a portion of its variable rate debt. Conversely,
when interest rates decline, the Company benefits, but on a reduced basis on the
amounts subject to these interest rate agreements. Taken in the context of the
Company's entire debt financing portfolio, which has benefited from the
significant declines in interest rates that have occurred, management considers
the potential loss in future earnings and cash flows attributable to the
interest rate swap and collar agreements over the life of the instruments to not
be material. See Note 8 to the Financial Statements in Part I, Item 1 of this
Form 10-Q.

Forward-Looking Statements

     The Private Securities Litigation Reform Act of 1995 provides a safe harbor
for forward-looking statements made by or on behalf of the Company. The Company
and its representatives may from time to time make written or oral statements
that are "forward-looking," including statements contained in this report and
other filings with the Securities and Exchange Commission and in reports to the
Company's stockholders. Certain statements, including, without limitation,
statements containing the words "believes," "anticipates," "intends," "expects,"
"estimates" and words of similar import constitute "forward-looking statements"
and involve known and unknown risks, uncertainties and other factors that may
cause the actual results, performance or achievements of the Company to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such risks,
uncertainties and other factors could include, among others: changes in interest
rates; the availability of funding for operations; the ability of the Company to
service its high level of indebtedness; the ability of management to implement a
successful strategy; the ability of the Company to develop and maintain
effective internal controls, systems and processes; the ability of the Company
to successfully integrate the

                                       19

<PAGE>

Company's brands; the ability of the Company to reduce expenses; the ability of
the Company to retain key personnel; the ability of the Company to retain key
customers; the ability of the Company to successfully introduce new products;
the Company's success in increasing sales volume; the effectiveness of the
Company's advertising campaigns; the ability of the Company to successfully
leverage its brands; the ability of the Company to develop and maintain
effective distribution channels; the ability of the Company to grow and maintain
its market share; the actions of the Company's competitors; general economic and
business conditions; industry trends; demographics; raw material costs; terms
and development of capital; the ability of the Company to realize the value of
its deferred tax assets; the ultimate outcome of asserted and unasserted claims
against the Company; and changes in, or the failure or inability to comply with,
governmental rules and regulations, including, without limitation, FDA and
environmental rules and regulations. Given these uncertainties, undue reliance
should not be placed on such forward-looking statements. Unless otherwise
required by law, the Company disclaims an obligation to update any such factors
or to publicly announce the results of any revisions to any forward-looking
statements contained herein to reflect future events or developments.

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     The Company has entered into interest rate swap and collar agreements for
non-trading purposes. Risks associated with the interest rate swap and collar
agreements include those associated with changes in the market value and
interest rates. The Company is generally a beneficiary of lower interest rates.
To reduce the risk associated with rising interest rates, the Company entered
into swap and collar agreements, which have the effect of fixing the interest
rates or limiting this risk on a portion of its variable rate debt. Conversely,
when interest rates decline, the Company benefits, but on a reduced basis on the
amounts subject to these interest rate agreements. Taken in the context of the
Company's entire debt financing portfolio, which has benefited from the
significant declines in interest rates that have occurred, management considers
the potential loss in future earnings and cash flows attributable to the
interest rate swap and collar agreements over the life of the instruments not to
be material. See Note 8 to the financial statements in Part I, Item 1 of this
Form 10-Q.

                                       20

<PAGE>

PART II--OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

     The Company is subject to litigation in the ordinary course of business. In
the opinion of management, the ultimate outcome of any existing litigation would
not have a material adverse effect on the Company's financial condition, results
of operations or cash flows.

                                       21

<PAGE>

     ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

Exhibit
-------
Number     Exhibit
------     -------

10.1       Waiver, dated as of March 22, 2002, to the Fifth Amended and Restated
           Credit Agreement dated as of November 1, 1999 and entered into by and
           among Aurora Foods Inc., as Borrower, the Lenders listed therein, the
           Chase Manhattan Bank, as Administrative Agent for the Lenders,
           National Westminster Bank PLC, as Syndication agent, and UBS AG,
           Stamford Branch, as Documentation Agent.
10.2       Amendment, dated as of May 1, 2002 to the Fifth Amended and Restated
           Credit Agreement dated November 1, 1999 and entered into by and among
           Aurora Foods Inc., as Borrower, the Lenders listed therein, the Chase
           Manhattan Bank, as Administrative Agent for the Lenders, National
           Westminster Bank PLC, as Syndication Agent, and UBS AG, Stamford
           Branch, as Documentation Agent.
10.3       Amendment, dated March 28, 2002 to the Receivables Purchase
           Agreement, dated as of April 19, 2000, and entered into by and
           between Aurora Foods Inc., as Seller, and JP Morgan Chase Bank, as
           Borrower.

(b) Reports on Form 8-K

          None.

                                       22

<PAGE>

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused the report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                            AURORA FOODS INC.


                                            By: /s/ James T. Smith
                                                --------------------------------

                                                James T. Smith
                                                Chairman of the Board,
                                                President and
                                                Chief Executive Officer


                                            By: /s/ William R. McManaman
                                                --------------------------------

                                                William R. McManaman
                                                Chief Financial Officer
                                                (Principal Financial Officer and
                                                Principal Accounting Officer)

Date: May 15, 2002

                                       23

<PAGE>

                                  EXHIBIT INDEX

Exhibit
-------
Number     Exhibit
------     -------

10.1       Waiver, dated as of March 22, 2002, to the Fifth Amended and Restated
           Credit Agreement dated as of November 1, 1999 and entered into by and
           among Aurora Foods Inc., as Borrower, the Lenders listed therein, the
           Chase Manhattan Bank, as Administrative Agent for the Lenders,
           National Westminster Bank PLC, as Syndication agent, and UBS AG,
           Stamford Branch, as Documentation Agent.
10.2       Amendment, dated as of May 1, 2002 to the Fifth Amended and Restated
           Credit Agreement dated November 1, 1999 and entered into by and among
           Aurora Foods Inc., as Borrower, the Lenders listed therein, the Chase
           Manhattan Bank, as Administrative Agent for the Lenders, National
           Westminster Bank PLC, as Syndication Agent, and UBS AG, Stamford
           Branch, as Documentation Agent.
10.3       Amendment, dated March 28, 2002 to the Receivables Purchase
           Agreement, dated as of April 19, 2000, and entered into by and
           between Aurora Foods Inc., as Seller, and JP Morgan Chase Bank, as
           Borrower.