<PAGE>

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                            ----------------------
                                   FORM 10-Q



(Mark One)

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

     For the quarterly period ended March 31, 2001

                                      OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     For the transition period from ___________ to ____________

                       Commission file number 333-50681
                       --------------------------------
                               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)


                    1000 Union Station, St. Louis, MO 63103
          (Address of Principal Executive Office, Including Zip Code)

                              (314) 241-0303
             (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 14, 2001
                                                        ------------------
     Common stock, $0.01 par value.....................      71,538,342

     The number of shares outstanding as of May 14, 2001 reflects the initial
share transfers to and from the Company in connection with the settlement, as
described in Note 5 to the financial statements included herein.

<PAGE>

                        PART I - FINANCIAL INFORMATION

ITEM 1:  FINANCIAL STATEMENTS

See pages 2 through 11.

                                       2
<PAGE>

                               AURORA FOODS INC.
                                BALANCE SHEETS

                (dollars in thousands except per share amounts)

<TABLE>
<CAPTION>
                                                                                   March 31,       December 31,
                                                                                     2001              2000
                                                                                  ----------       ------------
                          ASSETS                                                  (unaudited)
<S>                                                                              <C>               <C>
Current assets:
   Cash and cash equivalents.................................................    $     3,078       $        525
   Accounts receivable, net of $754 and $725 allowance, respectively.........         96,996            121,193
   Accounts receivable sold..................................................        (18,580)           (38,565)
   Inventories...............................................................         92,691            104,319
   Prepaid expenses and other assets.........................................          8,773              6,496
   Current deferred tax assets...............................................         19,675             17,133
                                                                                ------------        ------------
       Total current assets..................................................        202,633            211,101
   Property, plant and equipment, net........................................        234,098            239,107
   Deferred tax asset........................................................         43,167             40,045
   Goodwill and other intangible assets, net.................................      1,259,041          1,268,942
   Other assets..............................................................         33,684             35,091
                                                                                 -----------       ------------
         Total assets........................................................    $ 1,772,623       $  1,794,286
                                                                                 ===========       ============
              LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of senior securred term debt..............................    $    32,926       $     32,926
  Accounts payable..........................................................         49,386             50,456
  Accrued liabilities.......................................................         84,764             87,840
                                                                                -----------       ------------
         Total current liabilities..........................................        167,076            171,222

  Senior secured term debt..................................................        502,433            510,665
  Senior secured revolving debt facility....................................        160,000            160,000
  Senior subordinated notes.................................................        401,933            401,837
  Other liabilities.........................................................          7,641              5,848
                                                                                -----------       ------------
         Total liabilities..................................................      1,239,083          1,249,572
                                                                                -----------       ------------
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 $15,640...................................           37                 37
  Common stock, $0.01 par value; 250,000,000 shares authorized; 74,123,682
    and 74,123,682 shares issued and outstanding, respectively................          741                741
  Paid-in capital.............................................................      685,091            685,091
  Promissory notes............................................................         (191)              (227)
  Accumulated deficit.........................................................     (148,992)          (140,928)
  Accumulated other comprehensive loss........................................       (3,146)                --
                                                                                -----------       ------------
       Total stockholders' equity............................................       533,540            544,714
                                                                                -----------       ------------
       Total liabilities and stockholders' equity............................   $ 1,772,623       $  1,794,286
                                                                               ============       ============

</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,
                                                                                 ----------------------------
                                                                                     2001            2000
                                                                                 ------------    ------------
<S>                                                                              <C>             <C>
Net sales.......................................................................  $  283,592      $  282,008
Cost of goods sold..............................................................    (133,934)       (138,402)
                                                                                 ------------    ------------
   Gross profit.................................................................     149,658         143,606
                                                                                 ------------    ------------
Brokerage, distribution and marketing expenses:
   Brokerage and distribution...................................................     (32,913)        (33,963)
   Trade promotions.............................................................     (53,524)        (54,401)
   Consumer marketing...........................................................     (19,005)        (17,971)
                                                                                 ------------    ------------
      Total brokerage, distribution and marketing expenses......................    (105,442)       (106,335)
Amortization of goodwill and other intangibles..................................     (11,201)        (10,751)
Selling, general and administrative expenses....................................     (15,733)        (14,577)
Other financial, legal and accounting expenses..................................           -          (9,601)
Transition expenses.............................................................           -          (1,365)
                                                                                 ------------    ------------
      Total operating expenses..................................................    (132,376)       (142,629)
                                                                                 ------------    ------------
   Operating income.............................................................      17,282             977
Interest expense, net...........................................................     (27,870)        (24,371)
Amortization of deferred financing expense......................................        (867)           (708)
Other bank and financing expenses...............................................         (37)            (87)
                                                                                 ------------    ------------
   Loss before income taxes and cumulative effect of change in accounting.......     (11,492)        (24,189)
Income tax benefit..............................................................       3,735           7,740
                                                                                 ------------    ------------
   Net loss before cumulative effect of change in accounting....................      (7,757)        (16,449)
Cumulative effect of change in accounting, net of tax $5,722....................           -         (12,161)
                                                                                 ------------    ------------
   Net loss.....................................................................      (7,757)        (28,610)
Preferred dividends.............................................................        (307)              -
                                                                                 ------------    ------------
   Net loss available to common stockholders....................................  $   (8,064)     $  (28,610)
                                                                                 ============    ============
Basic and diluted loss per share available to common stockholders:
   Loss before cumulative effect of change in accounting........................  $    (0.11)     $    (0.25)
   Cumulative effect of change in accounting, net of tax........................           -           (0.18)
                                                                                 ------------    ------------
   Net loss available to common stockholders....................................  $    (0.11)     $    (0.43)
                                                                                 ============    ============
Weighted average number of shares outstanding...................................      74,124          67,050
                                                                                 ============    ============
</TABLE>

                See accompanying notes to financial statements.

                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                          Accumulated
                                             Common Stock      Additional                                    Other
                               Preferred  ------------------    Paid-In      Promissory    Accumulated   Comprehensive
                                 Stock      Shares   Amount     Capital        Notes         Deficit         Loss          Total
                               ---------   -------- --------  ------------  -----------   ------------   -------------   ---------
<S>                            <C>        <C>       <C>       <C>           <C>           <C>            <C>             <C>
Balance at December 31, 2000..  $    37    74,124    $  741     $ 685,091    $    (227)    $ (140,928)     $      -      $ 544,714
Net loss......................        -         -         -             -            -         (7,757)            -         (7,757)
Cumulative preferred dividends        -         -         -             -            -           (307)            -           (307)
Payment on officer promissory
 notes........................        -         -         -             -           36              -             -             36
Adoption of FAS 133...........        -         -         -             -            -              -        (2,277)        (2,277)
Net deferred hedging loss.....        -         -         -             -            -              -          (869)          (869)
                               ---------  --------  --------  ------------  -----------   ------------   -------------   ---------
Balance at March 31, 2001.....  $    37    74,124    $  741     $ 685,091    $    (191)    $ (148,992)     $ (3,146)     $ 533,540
                               =========  ========  ========  ============  ===========   ============   =============   =========
</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,
                                                                              ----------------------------
                                                                                 2001               2000
                                                                              ---------          ---------
<S>                                                                           <C>                <C>
Cash flows from operations:
    Net loss ........................................................         $  (7,757)         $ (28,610)
    Adjustments to reconcile net loss to net cash from operations:
       Depreciation and amortization.................................            18,564             17,484
       Deferred income taxes.........................................            (3,735)            (7,365)
       Cumulative effect of change in accounting, net of tax.........                 -             12,161
       Other ........................................................                 4                  -
       Changes in operating assets and liabilities:
          Accounts receivable........................................            24,197             (7,494)
          Accounts receivable sold...................................           (19,985)                 -
          Inventories................................................            11,628              5,016
          Prepaid expenses and other current assets..................            (2,277)            (1,373)
          Accounts payable...........................................            (1,377)           (36,572)
          Accrued expenses...........................................            (3,075)            (6,556)
          Other non-current liabilities..............................            (3,206)              (244)
                                                                              ---------          ---------
Net cash provided by (used in) operations ...........................            12,981            (53,553)
                                                                              ---------          ---------
Cash flows from investing activities:
    Asset additions..................................................            (2,232)            (5,176)
    Payment for acquisition of businesses............................                 -                (36)
                                                                              ---------          ---------
Net cash used for investment activities .............................            (2,232)            (5,212)
                                                                              ---------          ---------
Cash (used for) provided by financing activities:
    Proceeds from senior secured revolving and term debt.............                 -             65,000
    Repayment of borrowings..........................................            (8,232)            (5,759)
    Payments on officer promissory notes.............................                36                  -
    Debt issuance and equity offering costs..........................                 -               (132)
                                                                              ---------          ---------
Net cash (used for) provided by financing activities ................            (8,196)            59,109
                                                                              ---------          ---------
Increase in cash and cash equivalents ...............................             2,553                344
Cash and cash equivalents, beginning of period ......................               525                315
                                                                              ---------          ---------
Cash and cash equivalents, end of period ............................         $   3,078          $     659
                                                                              =========          =========
</TABLE>

                See accompanying notes to financial statements.

                                       6
<PAGE>

                               AURORA FOODS INC.
                       NOTES TO THE FINANCIAL STATEMENTS
                                March 31, 2001


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, 2000.

The Company

     The Company has acquired premium, well recognized brands with strong brand
equity that have been undermarketed and undermanaged in recent years and have
become non-core businesses to their 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
have lacked in recent years. 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.

Accounting Change

     Effective January 1, 2000, the Company adopted the consensus reached in
EITF 00-14, Accounting for Certain Sales Incentives. This change in accounting
principle, required to be adopted by most companies in 2002, has the effect of
accelerating the recognition of certain marketing expenses as well as requiring
that certain items previously classified as distribution, promotion and
marketing expenses be classified as reductions of revenue. After adopting EITF
00-14, the Company now expenses all estimated costs associated with redemption
of consumer coupons at the time they are distributed, rather than reflecting
them as expense over the expected redemption period. In addition, the estimated
coupon redemption costs along with certain other allowances typically given to
retailers and others to facilitate certain promotions and distribution have been
reclassified from expense to net sales in the accompanying statement of
operations.

     As a result of this change in accounting in first quarter 2000, the
cumulative after tax effect of the change on prior years (to December 31, 1999)
of $12,161,000 was recognized as an expense in the Statement of Operations for
the three months ended March 31, 2000.

                                       7
<PAGE>

Impact of New Accounting Pronouncements

     In April, 2001, the Emerging Issues Task Force reached consensus on EITF
No. 00-25, Accounting for Consideration from a Vendor to a Retailer in
Connection with the Purchase or Promotion of the Vendor's Products. Although the
Company has not yet quantified the impact of this change in accounting,
management expects that adoption of this consensus will require that certain
expenses, currently classified as trade promotion expense, will be required to
be reclassified as reductions of net sales, with no effect on the reported
amount of operating income. Adoption of the change will be required in financial
statements issued by the Company in 2002, and prior periods, financial
statements will be restated to conform with the new presentation.

NOTE 2 - INVENTORIES

     Inventories consist of the following (in thousands):

<TABLE>
<CAPTION>
                                          March 31,                December 31,
                                             2001                     2000
                                       -----------------        ----------------
<S>                                   <C>                      <C>
                                          (unaudited)
     Raw materials.................             $23,102                 $ 28,764
     Work in process...............                  45                      299
     Finished goods................              62,145                   66,787
     Packaging and other supplies..               7,399                    8,469
                                      -----------------        -----------------
                                                $92,691                 $104,319
                                      =================        =================
</TABLE>

NOTE 3 - 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") and
convertible preferred stock.

     As none of the currently outstanding stock options and convertible
preferred stock have a potentially dilutive effect for the three month periods
ended March 31, 2001 or 2000, the income or loss amounts and the weighted
averages shares outstanding contained in the Statements of Operations were used
to compute both the basic and diluted earnings (loss) per share.

Common shares outstanding -

     Pursuant to the March 2, 2001 definitive agreements with certain members of
former management (See Note 5), the Company has received, during March and
April, 2001, a total of 2,750,521 shares of common stock of the Company.
Although these shares have been reissued in the Company's name, they have been
treated as outstanding shares for purposes of the calculation of the earnings
(loss) per share, as all or a significant portion of these shares will be
required to be distributed under the provisions of the agreement to settle the
securities class action and derivative lawsuits (See Note 5). Pursuant to
settlement approved on May 11, 2001 the Company expects to record the receipt
of these and any additional shares along with all obligations of the Company. As
of May 11, 2001, the Company expects that the stock received or to be received
from former management will be sufficient to satisfy the Company's obligation
without issuing additional shares. The actual number of shares of common stock
required to satisfy the Company's obligation will be based on average share
prices determined at a later date.

                                       8

<PAGE>

NOTE 4 - 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 segments have changed from those presented in prior years,
consistent with the organization and responsibilities of management reporting to
the chief operating decision-maker for the purpose of assessing performance.
Information for the corresponding interim period in the prior year has been
restated to conform to the new definition. 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.

     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 trademarks, 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) or capital expenditures is maintained by the Company, no
allocation of these amounts has been made solely for purposes of segment
disclosure requirements.

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

<TABLE>
<CAPTION>
                                                    Three months ended March 31,
                                                    ----------------------------
                                                         2001            2000
                                                       --------        --------
                                                             (unaudited)
<S>                                                   <C>         <C>
Net sales:
     Retail..........................................  $239,644        $238,836
     Food Service....................................    15,818          15,912
     Other...........................................    28,130          27,260
                                                       --------        --------
          Total......................................  $283,592        $282,008
                                                       ========        ========

Segment contribution and operating income:
     Retail..........................................  $ 49,123        $ 45,319
     Food Service ...................................     5,159           5,291
     Other ..........................................     7,648           7,808
                                                       --------        --------
          Segment contribution.......................    61,930          58,418
     Fixed manufacturing costs ......................   (17,714)        (21,147)
     Amortization of goodwill and other intangibles..   (11,201)        (10,751)
     Selling, general and administrative expenses....   (15,733)        (14,577)
     Other financial, legal and accounting expenses..         -          (9,601)
     Transition expenses.............................         -          (1,365)
                                                       --------        --------
          Operating income...........................  $ 17,282        $    977
                                                       ========        ========
</TABLE>


                                       9
<PAGE>

The following supplemental information provides net sales by product line across
all segments (in thousands):

<TABLE>
<CAPTION>
                                            Three months ended March 31,
                                            ----------------------------
                                                  2001           2000
                                            ------------  --------------
                                                     (unaudited)
<S>                                         <C>           <C>
     Seafood...............................     $ 88,570       $ 78,801
     Baking mixes and frostings............       59,293         53,930
     Bagels................................       37,728         44,255
     Syrup and Mixes.......................       32,721         38,900
     Breakfast products....................       29,577         29,781
     All other.............................       35,703         36,341
                                                --------       --------
          Totals...........................     $283,592       $282,008
                                                ========       ========
</TABLE>

NOTE 5 - CONTINGENCIES

Litigation

     During 2000, the Company was served with eighteen complaints in purported
class action lawsuits filed in the U.S. District Court for the Northern District
of California. The complaints received by the Company alleged that, among other
things, as a result of accounting irregularities, the Company's previously
issued financial statements were materially false and misleading and thus
constituted violations of federal securities laws by the Company and the
directors and officers who resigned on February 17, 2000 (Ian R. Wilson, James
B. Ardrey, Ray Chung and M. Laurie Cummings). The actions (the "Securities
Actions") alleged that the defendants violated Sections 10(b) and/or Section
20(a) of the Securities Exchange Act and Rule 10b-5 promulgated thereunder. The
Securities Actions complaints sought damages in unspecified amounts. These
Securities Actions purported to be brought on behalf of purchasers of the
Company's securities during various periods, all of which fell between October
28, 1998 and April 2, 2000.

     On April 14, 2000, certain of the Company's current and former directors
were named as defendants in a derivative lawsuit filed in the Superior Court of
the State of California, in the County of San Francisco, alleging breach of
fiduciary duty, mismanagement and related causes of action based upon the
Company's restatement of its financial statements. The case was then removed to
federal court in San Francisco.

     On January 16, 2001 the Company announced that it reached a preliminary
agreement to settle the securities class action and derivative lawsuits pending
against the Company and its former management team in the U.S. District Court in
the Northern District of California. On March 1, 2001, Stipulations of
Settlement for the Securities class action and derivative lawsuits were entered
into in the U.S. District Court in the Northern District of California to fully
resolve, discharge and settle the claims made in each respective lawsuit. On May
11, 2001, the United States District Court for the Northern District of
California approved the settlement.

     Under the terms of the agreement, Aurora will pay the class members $26
million in cash and $10 million in common stock of the Company. On March 2,
2001, the Company entered into definitive agreements with certain members of
former management to transfer between approximately 3 million and 3.6 million
shares of common stock of the Company to the Company, in consideration for a
resolution of any civil claims that the Company may have, and partially
conditioned upon future events and circumstances. The cash component of the
settlement will be funded entirely by the Company's insurance. As of May 11,
2001, with respect to the common stock component of the settlement, the stock
received from former management would be sufficient, at current share prices, to
satisfy Aurora's obligation without issuing additional shares. The actual number
of shares of common stock of the Company needed to fund this component will be
based on average share prices, some of which will be determined at later dates.
However, members of the class have the opportunity to opt out of the settlement
agreement, and bring separate claims against the Company.

     Pursuant to the settlement and the definitive agreements, the Company will
initially receive approximately 3,051,000 shares of its common stock from former
management. The Company will distribute approximately 465,000 shares of its
common stock as settlement for the first $2.5 million of the common stock
component of the settlement. The number of shares of common stock to be
distributed as settlement for the remaining $7.5 million portion of the common
stock component of the settlement will be determined at a later date.

                                      10

<PAGE>

     In addition, the Company has agreed to continue to implement certain
remedial measures, including the adoption of an audit committee charter, the
reorganization of the Company's finance department, the establishment of an
internal audit function and the institution of a compliance program, as
consideration for resolution of the derivative litigation.

     The staff of the Securities and Exchange Commission (the "SEC") and the
United States Attorney for the Southern District of New York (the "U.S.
Attorney") also initiated investigations relating to the events that resulted in
the restatement of the Company's financial statements for prior periods ("Prior
Events"). The SEC and the U.S. Attorney requested that the Company provide
certain documents relating to the Company's historical financial statements. On
September 5, 2000, the Company received a subpoena from the SEC to produce
documents in connection with the Prior Events. The SEC also requested certain
information regarding some of the Company's former officers and employees,
correspondence with the Company's auditors and documents related to financial
statements, accounting policies and certain transactions and business
arrangements.

     On January 23, 2001 the U.S. Attorney announced indictments alleging
financial accounting fraud against members of former management and certain
former employees of the Company. The U.S. Attorney did not bring charges against
the Company.

     In a cooperation agreement with the U.S. Attorney, the Company confirmed
that it would continue to implement an extensive compliance program, which will
include an internal audit function, a corporate code of conduct, a comprehensive
policies and procedures manual, employee training and education on policies and
procedures and adequate disciplinary mechanisms for violations of policies and
procedures.

     In addition, the Company consented to the entry of an order by the SEC
requiring compliance with requirements for accurate and timely reporting of
quarterly and annual financial results, and the maintenance of internal control
procedures in connection with a civil action by the SEC concerning accounting
irregularities at the Company in 1998 and 1999. Aurora did not either admit or
deny any wrongdoing, and the SEC did not seek any monetary penalty. The Company
also committed to continue to cooperate with the SEC in connection with its
actions against certain former members of management and former employees.

     The Company is also the defendant in an action filed by a former employee
in the U.S. District Court for the Eastern District of Missouri. The plaintiff
alleges breach of contract, fraud and negligent misrepresentation as well as
state law securities claims. The Company intends to defend these claims
vigorously.

     The Company is also 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 6 - 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 7 - DERIVATIVE INSTRUMENTS

Adoption of SFAS 133

     The Company adopted Statement of Financial Accounting Standards (SFAS) No.
133, "Accounting for Derivative Instruments and Hedging Activities," as amended
by SFAS No. 137 and SFAS No. 138 (collectively the Statement), on January 1,
2001. The Statement requires that all derivative instruments be recorded on the
balance sheet at their fair value, with changes in the fair value of the
derivative instruments to be recorded in current earnings or deferred in other
comprehensive income, depending on whether a derivative is designated as and is
effective as a hedge and on the type of hedging transaction. In accordance with
the Statement, upon adoption the Company deferred hedging losses on designated
cash flow hedges of $2.3 million, which are net of tax of $1.4 million, to
accumulated other comprehensive losses. Additionally, the Company recognized the
fair value of its fair value hedge as a $1.1 million liability within the
balance sheet. The Company records the ineffectiveness of its hedges currently
in its statement of operations and those amounts were immaterial during the
quarter ended March 31, 2001.

Cash Flow Hedges

     The Company uses interest-rate swaps to convert a portion of its variable-
rate debt to fixed rates to comply with provisions of its senior lending
agreement, which requires the Company to have at least 50% of its total
indebtedness subject to either a fixed interest rate or interest rate protection
agreements.

     As of March 31, 2001, the Company had deferred hedging losses in
accumulated other comprehensive income on designated cash flow hedges of $3.1
million, which is net of tax of $2.0 million.

Fair Value Hedge

     The Company uses an interest-rate swap to convert a portion of its fixed-
rate debt into variable-rate debt to manage the fixed and variable interest rate
mix of its debt portfolio.

     At March 31, 2001, the Company's fair value hedge had a fair value of $0.2
million and is included in other assets within the Company's balance sheet.

                                      11

<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, 2000.

     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, years
(2001 and 2000) in this discussion refer to the Company's three month periods
ending on March 31.

                                      12
<PAGE>

Results of Operations 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
                       (Dollars and shares in thousands)
                                  (unaudited)

<TABLE>
<CAPTION>

                                                                                           Three Months Ended March 31,
                                                                                           ----------------------------
                                                                                           2001                      2000
                                                                                  --------------------      --------------------
<S>                                                                               <C>                       <C>
Net sales.......................................................................  $  283,592    100.0 %     $  282,008   100.0 %
Cost of goods sold..............................................................    (133,934)   (47.2)        (138,402)  (49.1)
                                                                                  ----------   ------       ----------  ------
   Gross profit.................................................................     149,658     52.8          143,606    50.9
                                                                                  ----------   ------       ----------  ------
Brokerage, distribution and marketing expenses:
   Brokerage and distribution...................................................     (32,913)   (11.6)         (33,963)  (12.0)
   Trade promotions.............................................................     (53,524)   (18.9)         (54,401)  (19.3)
   Consumer marketing...........................................................     (19,005)    (6.7)         (17,971)   (6.4)
                                                                                  ----------   ------       ----------   ------
      Total brokerage, distribution and marketing expenses......................    (105,442)   (37.2)        (106,335)  (37.7)
Amortization of goodwill and other intangibles..................................     (11,201)    (3.9)         (10,751)   (3.8)
Selling, general and administrative expenses....................................     (15,733)    (5.5)         (14,577)   (5.2)
Other financial, legal and accounting expenses..................................           -        -           (9,601)   (3.4)
Transition expenses.............................................................           -        -           (1,365)   (0.5)
                                                                                  ----------   ------       ----------  ------
      Total operating expenses..................................................    (132,376)   (46.7)        (142,629)  (50.6)
                                                                                  ----------   ------       ----------  ------
   Operating income.............................................................      17,282      6.1              977     0.3
Interest expense, net...........................................................     (27,870)    (9.8)         (24,371)   (8.6)
Amortization of deferred financing expense......................................        (867)    (0.3)            (708)   (0.3)
Other bank and financing expenses...............................................         (37)    (0.0)             (87)   (0.0)
                                                                                  ----------   ------       ----------  ------
   Loss before income taxes and cumulative effect of change in accounting.......     (11,492)    (4.1)         (24,189)   (8.6)
Income tax benefit..............................................................       3,735      1.3            7,740     2.7
                                                                                  ----------   ------       ----------  ------
   Net loss before cumulative effect of change in accounting....................      (7,757)    (2.7)         (16,449)   (5.8)
Cumulative effect of change in accounting, net of tax $5,722....................           -        -          (12,161)   (4.3)
                                                                                  ----------   ------       ----------  ------
   Net loss.....................................................................      (7,757)    (2.7)         (28,610)  (10.1)
Preferred dividends.............................................................        (307)    (0.1)               -       -
                                                                                  ----------   ------       ----------  ------
   Net loss available to common stockholders....................................  $   (8,064)    (2.8)%     $  (28,610)  (10.1)%
                                                                                  ==========   ======       ==========  ======
Basic and diluted loss per share available to common stockholders:
   Loss before cumulative effect of change in accounting........................  $    (0.11)     N/A       $    (0.25)    N/A
   Cumulative effect of change in accounting, net of tax........................           -      N/A            (0.18)    N/A
                                                                                  ----------   ------       ----------  ------
   Net loss available to common stockholders....................................  $    (0.11)     N/A       $    (0.43)    N/A
                                                                                  ==========   ======       ==========  ======
EBITDA (1)......................................................................  $   35,037     12.4 %     $   17,803     6.3 %
                                                                                  ==========   ======       ==========  ======
Adjusted EBITDA (2).............................................................  $   35,037     12.4 %     $   28,769    10.2 %
                                                                                  ==========   ======       ==========  ======
</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.

(2)  Adjusted EBITDA is defined as EBITDA plus other financial, legal and
     accounting expenses, and transition expenses.

                                      13

<PAGE>

     The Company manages its business in three operating segments, the 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.

Net sales by operating segment for the three month periods ended March 31, 2001
and 2000 were as follows (in thousands):

<TABLE>
                                    2000       2000
                                  ---------  ---------
         Net sales:                  (unaudited)
           <S>                   <C>         <C>
           Retail...............  $ 239,644  $ 238,836
           Food Service.........     15,818     15,912
           Other................     28,130     27,260
                                  ---------  ---------
               Total............  $ 283,592  $ 282,008
                                  =========  =========
</TABLE>

     Net sales increased $1.6 million or 0.6% to $283.6 million in 2001 from
$282.0 million in 2000. In the retail segment, the overall sales increase was
led by net sales gains in baking mixes and frosting with an increase of 12.0%
over 2000, and Van de Kamp's(R) and Mrs. Paul's(R) seafood, with sales
increasing 14.5% from the prior year. These increases were principally due to
new product introductions, new consumer advertising and promotion and reduced
levels of couponing. These gains were offset in part by lower net sales of
frozen bagels, due to consumption declines, and sales declines in syrups. Syrup
sales in 2000 included a product introduction and heavy trade spending to drive
volume. Significantly lower trade spending and couponing on syrups in 2001
reduced unit volumes, however total product contribution increased. Food service
sales volumes increased, but were offset by product and customer mix. Net sales
to other distribution channels increased $0.8 million, principally due to
product and customer mix.

     Gross profit increased $6.1 million to $149.7 million in 2001 from $143.6
million in the prior year. Overall variable margin in the retail segment
improved, primarily due to the increased sales of baking mix and frostings and
of seafood. In addition, seafood margins increased due to reduced coupon expense
and an increased emphasis on performance based trade promotions rather than
price discounts. Total retail variable margin was negatively impacted by the
sales declines in frozen bagels and syrups. Gross profit was also favorably
impacted by improved plant efficiencies and a one-time gain associated with the
renegotiation of employee benefits at the West Seneca, New York facility. These
were offset in part by increased consulting costs associated with obtaining the
plant efficiencies and higher employee benefit costs.

     Brokerage and distribution expenses decreased $1.1 million to $32.9 million
in 2001 from $34.0 million in 2000. This decrease was primarily due to a
reduction in retail brokerage expense, as a result of the Company's
consolidation to a national retail broker in the second quarter of 2000.

     Trade Promotions expense decreased to $53.5 million in 2001 from $54.4
million in 2000. This decrease was primarily in the retail segment. Spending on
retail baking mixes and frostings was reduced from the prior year, as more
promotion in 2001 was accomplished through price discounts reflected in net
sales and gross profit. This was offset in part by increased performance based
trade promotions on seafood to support sales during Lent, where lower levels of
up-front discounts to customers, reflected in net sales and gross profit, were
given in 2001.

     Consumer marketing expenses were $19.0 million in 2001 as compared to $18.0
million in 2000. This increase was due to increased advertising in the retail
segment, principally for seafood and baking mixes and frosting, supporting the
brands and new product introductions. This increased spending was offset in part
by lower levels of spending for coupon placements and point of sale promotional
materials for seafood.

     Selling, general and administrative expenses increased to $15.7 million in
2001 from $14.6 million in 2000 primarily due to the increase in expense for
certain performance based incentive programs, offset in part by cost reductions
associated with closing the San Francisco, California and Columbus, Ohio
administrative offices during the first and third quarters of 2000,
respectively.

                                      14
<PAGE>

     Other Financial, Legal and Accounting Expenses. During 2000, as a result of
the investigation into the Company's past accounting practices, the resulting
restatement of its financial statements, litigation, governmental proceedings,
defaults under its loan agreements and related matters, the Company incurred
financial, legal and accounting expenses, charges to obtain waivers on its
events of default and charges related to amending its financing facilities. Such
costs, which totaled $9.6 million for the three months ended March 31, 2000,
were expensed when incurred by the Company.

     Transition Expenses. The Company incurred $1.4 million in transition
expenses in 2000 primarily due to the integration of the Chef's Choice(R) and
Lender's(R) businesses. These expenses represented one-time costs incurred to
integrate acquired businesses and operations.

     Operating income increased to $17.3 million in 2001 from $1.0 million in
2000. Operating income in 2000 was affected by the $9.6 million of other
financial, legal and accounting expenses and $1.4 million in transition
expenses. Before giving effect to other financial, legal and accounting
expenses, and transition expenses, operating income increased $5.3 million in
2001.

     Interest and Other Financing Expenses. The aggregate of net interest income
and expense, amortization of loan fees and other bank and financing expenses
increased to $28.8 million in 2001 from $25.2 million in 2000. The increase was
due primarily to higher interest rates, costs associated with the accounts
receivable sale facility and costs associated with debt agreement amendments.

     Income Tax Benefit. The income tax benefit recorded in 2001 and 2000 was
32.4% and 32.0%, respectively, of the pretax loss.

     Cumulative effect of change in accounting. Effective January 1, 2000, the
Company adopted the consensus reached in EITF 00-14, Accounting for Certain
Sales Incentives. See 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, 2001 the Company generated $13.0
million from operating activities compared to the three months ended March 31,
2000, when $53.6 million of cash was used in operations. The increase in cash
provided in 2001 was primarily a result of the lower net loss incurred during
the period including $9.6 million of pretax cash expenses for other financial,
legal and accounting expenses in 2000 and a significant change in funds related
to working capital changes. As of March 31, 2001, the Company had received a net
$18.6 million from the sale of accounts receivable. The agreement to sell
accounts receivable has been used to provide needed cash.

     Investing activities during the three months ended March 31, 2001 used $2.2
million for asset additions. The reduction in 2001 from amounts used for asset
additions in 2000 results principally from the timing of capital projects during
the year.

     During the three months ended March 31, 2001, financing activities used
cash of $8.2 million primarily for scheduled debt repayments. In 2000, the
Company repaid $5.8 million in principal on its senior secured term debt and
borrowed $65.0 million on the revolving facility to fund its operations, capital
expenditures, software and packaging design expenditures, and its repayment of
borrowings.

     In February, 2001, the Company and lenders party to the senior secured debt
amended this agreement to provide revised financial covenants for 2001, to
affirm the ability of the Company to continue to sell up to $60 million of
accounts receivable, to increase the interest rate spread on borrowings by 0.25%
and to provide for a further increase in the interest rate spread of 0.25% if
asset sale proceeds and related repayments of debt between February 1, 2001 and
June 30, 2001 are less than $90 million. In addition, the accounts receivable
sale facility was amended to extend the termination date to March 31, 2002 and
effectively reduce the available facility to $46

<PAGE>

million as of March 31, 2001 and $36 million as of December 31, 2001. As of
March 31, 2001, the Company has $9.1 million available for borrowings under its
revolving credit facility.

     The Company is highly leveraged. At March 31, 2001, the Company has
outstanding approximately $1.1 billion in aggregate principal amount of
indebtedness for borrowed money. The degree to which the Company is leveraged
results in significant cash interest expense and principal repayment obligations
and such interest expense may increase with respect to its revolving credit
facility based upon changes in prevailing interest rates. This leverage may,
among other things, affect the ability of the Company to obtain additional
financing, or adjust to changing market conditions. In addition, the Company is
currently limited in its ability to pursue additional acquisitions.

     Management of the Company believes that cash generated from operations and
cash available to the Company from the sale of accounts receivable and
borrowings under the revolving credit agreement will be adequate in 2001 to fund
its operating and capital expenditure requirements and its debt repayment
obligations.

Interest Rate Collar Agreements

     At March 31, 2001, the Company was party to three interest rate swap
agreements. The Company entered into these agreements as a means of managing its
interest rate risk. Risks associated with the interest rate swap and collar
agreements include those associated with changes in the market value and
interest rates. Management considers the potential loss in future earnings and
cash flows attributable to the interest rate swap and collar agreements to not
be material. See Note 7 to the financial statements.

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 risk, 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 factors could
include, among others, the following: the availability of funding for
operations; the ability of the Company to service its high level of
indebtedness; the ability of new management to implement a successful strategy;
the ability of the Company to successfully integrate the Company's brands;
whether the Company can increase its competitive position in the marketplace;
the ability of the Company to reduce expenses; the ability of the Company to
successfully introduce new products; the Company's success in increasing 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
secure new, 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; integration of acquired businesses into the Company; terms and
development of capital; the ability of the Company to realize the value of its
deferred tax assets; the outcome of the Securities Actions; and changes in, or
the failure or inability to comply with, governmental rules and regulations,
including, without limitation, FDA and environmental rules and regulations. See
"--Liquidity and Capital Resources." 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

<PAGE>

value and interest rates. Management considers the potential loss in future
earnings and cash flows attributable to the interest rate swap and collar
agreements not to be material. See Note 7 to the financial statements.

<PAGE>

PART II--OTHER INFORMATION

ITEM 1:   LEGAL PROCEEDINGS

     During 2000, the Company was served with eighteen complaints in purported
class action lawsuits filed in the U.S. District Court for the Northern District
of California. The complaints received by the Company alleged that, among other
things, as a result of accounting irregularities, the Company's previously
issued financial statements were materially false and misleading and thus
constituted violations of federal securities laws by the Company and the
directors and officers who resigned on February 17, 2000 (Ian R. Wilson, James
B. Ardrey, Ray Chung and M. Laurie Cummings). The actions (the "Securities
Actions") alleged that the defendants violated Sections 10(b) and/or Section
20(a) of the Securities Exchange Act and Rule 10b-5 promulgated thereunder. The
Securities Actions complaints sought damages in unspecified amounts. These
Securities Actions purported to be brought on behalf of purchasers of the
Company's securities during various periods, all of which fell between October
28, 1998 and April 2, 2000.

     On April 14, 2000, certain of the Company's current and former directors
were named as defendants in a derivative lawsuit filed in the Superior Court of
the State of California, in the County of San Francisco, alleging breach of
fiduciary duty, mismanagement and related causes of action based upon the
Company's restatement of its financial statements. The case was then removed to
federal court in San Francisco.

     On January 16, 2001 the Company announced that it reached a preliminary
agreement to settle the securities class action and derivative lawsuits pending
against the Company and its former management team in the U.S. District Court in
the Northern District of California. On March 1, 2001, Stipulations of
Settlement for the Securities class action and derivative lawsuits were entered
into in the U.S. District Court in the Northern District of California to fully
resolve, discharge and settle the claims made in each respective lawsuit.
On May 11, 2001, the United States District Court for the Northern District of
California approved the settlement.

     Under the terms of the agreement, Aurora will pay the class members $26
million in cash and $10 million in common stock of the Company. On March 2, 2001
the Company entered into definitive agreements with certain members of former
management to transfer to the Company between approximately 3 million and 3.6
million shares of common stock of the Company, in consideration for a resolution
of any civil claims that the Company may have, and partially conditioned upon
future events and circumstances. The cash component of the settlement will be
funded entirely by the Company's insurance. As of May 11, 2001, with respect to
the common stock component of the settlement, the stock received from former
management would be sufficient, at current share prices, to satisfy Aurora's
obligation without issuing additional shares. The actual number of shares of
common stock of the Company needed to fund this component will be based on
average share prices, some of which will be determined at later dates. However,
members of the class have the opportunity to opt out of the settlement
agreement, and bring separate claims against the Company.

     Pursuant to the settlement and the definitive agreements, the Company will
initially receive approximately 3,051,000 shares of its common stock from former
management. The Company will distribute approximately 465,000 shares of its
common stock as settlement for the first $2.5 million of the common stock
component of the settlement. The number of shares of common stock to be
distributed as settlement for the remaining $7.5 million portion of the common
stock component of the settlement will be determined at a later date.

     In addition, the Company has agreed to continue to implement certain
remedial measures, including the adoption of an audit committee charter, the
reorganization of the Company's finance department, the establishment of an
internal audit function and the institution of a compliance program, as
consideration for resolution of the derivative litigation.

     The staff of the Securities and Exchange Commission (the "SEC") and the
United States Attorney for the Southern District of New York (the "U.S.
Attorney") also initiated investigations relating to the events that resulted in
the restatement of the Company's financial statements for prior periods ("Prior
Events"). The SEC and U.S. Attorney requested that the Company provide certain
documents relating to the Company's historical financial statements. On
September 5, 2000, the Company received a subpoena from the SEC to produce
documents in connection with the Prior Events. The SEC also requested certain
information regarding some of the Company's former officers and employees,
correspondence with the Company's auditors and documents related to financial
statements, accounting policies and certain transactions and business
arrangements.

     On January 23, 2001 the U.S. Attorney announced indictments alleging
financial accounting fraud against members of former management and certain
former employees of the Company. The U.S. Attorney did not bring charges against
the Company.

<PAGE>

     In a cooperation agreement with the U.S. Attorney, the Company confirmed
that it would continue to implement an extensive compliance program, which will
include an internal audit function, a corporate code of conduct, a comprehensive
policies and procedures manual, employee training and education on policies and
procedures and adequate disciplinary mechanisms for violations of policies and
procedures.

     In addition, the Company consented to the entry of an order by the SEC
requiring compliance with requirements for accurate and timely reporting of
quarterly and annual financial results, and the maintenance of internal control
procedures in connection with a civil action by the SEC concerning accounting
irregularities at the Company in 1998 and 1999. Aurora did not either admit or
deny any wrongdoing, and the SEC did not seek any monetary penalty. The Company
also committed to continue to cooperate with the SEC in connection with its
actions against certain former members of management and former employees.

     The Company is also the defendant in an action filed by a former employee
in the U.S. District Court for the Eastern District of Missouri. The plaintiff
alleges breach of contract, fraud and negligent misrepresentation as well as
state law securities claims. The Company intends to defend these claims
vigorously.

     The Company is also 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.

<PAGE>

ITEM 6:   EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

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

         10.42  Registration Rights Agreement dated as of January 31, 2001 by
                and among Aurora Foods Inc., and the Holders listed on Schedule
                A thereto. (Incorporated by reference to Exhibit 10.42 to the
                Aurora Foods Inc.'s Form 10-K for the year ended December 31,
                2000).

         10.44  Collective Bargaining Agreement between Aurora Foods Inc. and
                the Bakery, Confectionery, Tobacco Workers & Grain Millers'
                International Union of America, Local 429, dated January 12,
                2001.

         10.45  Amendment and Waiver, dated as of February 7, 2001, 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.

         10.46  Amendment, dated February 7, 2001 to (i) the Receivables
                Purchase Agreement, dated as of April 19, 2000, and entered into
                by and between Aurora Foods Inc., as Seller, and the Chase
                Manhattan Bank and (ii) the Master Subordinated Participation
                Agreement dated April 19, 2000, among The Chase Manhattan Bank
                and each of the other parties listed on the signature pages
                thereto.


(b) Reports on Form 8-K


Date Filed

January 17, 2001   Press release dated January 16, 2001 in connection with a
                   preliminary agreement to settle the securities and derivative
                   class action lawsuits pending against the Company and its
                   former management team in the U.S. District Court in the
                   Northern District of California.

January 23, 2001   Press release dated January 23, 2001 in connection with the
                   announcement by the United States Attorney's Office for the
                   Southern District of New York (the "U.S. Attorney") of
                   indictments alleging financial accounting fraud against
                   members of former management and certain former employees of
                   the Company. In addition, the Company has consented to the
                   entry of an order by the United States Securities and
                   Exchange Commission (the "SEC") in connection with a civil
                   action by the SEC requiring compliance with requirements for
                   accurate and timely reporting of quarterly and annual
                   financial results, and the maintenance of adequate internal
                   control procedures.

February 28, 2001  Press Release with respect to results for the fourth quarter
                   ended December 31, 2000 and for the fiscal year 2000.

                                      20
<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/ Christopher T. Sortwell
                                              ---------------------------

                                              Christopher T. Sortwell
                                              Chief Financial Officer
                                              (Duly Authorized Officer,
                                              Principal Financial Officer and
                                              Principal Accounting Officer)


Date: May 15, 2000
                                      21
<PAGE>

                                 EXHIBIT INDEX

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

       10.42   Registration Rights Agreement dated as of January 31, 2001 by and
               among Aurora Foods Inc., and the Holders listed on Schedule A
               thereto.  (Incorporated by reference to Exhibit 10.42 to the
               Aurora Foods Inc.'s Form 10-K for the year ended December 31,
               2000).

       10.44   Collective Bargaining Agreement between Aurora Foods Inc. and the
               Bakery, Confectionery, Tobacco Workers & Grain Millers'
               International Union of America, Local 429, dated January 12,
               2001.

       10.45   Amendment and Waiver, dated as of February 7, 2001, 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.

       10.46   Amendment, dated February 7, 2001 to (i) the Receivables Purchase
               Agreement, dated as of April 19, 2000, and entered into by and
               between Aurora Foods Inc., as Seller, and the Chase Manhattan
               Bank and (ii) the Master Subordinated Participation Agreement
               dated April 19, 2000, among The Chase Manhattan Bank and each of
               the other parties listed on the signature pages thereto.

                                      22