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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarter (twelve weeks) ended September 7, 2002.

[  ] 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

Toms Foods Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

58-1516963
(I.R.S. Employer Identification No.)

900 8th Street          Columbus,
GA 31902
(Address of principal executive offices, including zip code)

(706) 323-2721
(Registrants telephone number, including area code)

Indicate by check mark whether the registrants (1) have 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
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days. Yes [ü] No [  ]





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TABLE OF CONTENTS



|                           |                                                                                               |                                         |  |  |  |  |  | 
|-------------------------- | --------------------------------------------------------------------------------------------- | --------------------------------------- |  |  |  |  |  | 
|                           |                                                                                               | CONDENSED BALANCE SHEETS               
|                           |                                                                                               | CONDENSED STATEMENTS OF OPERATIONS     
|                           |                                                                                               | CONDENSED STATEMENTS OF CASH FLOWS     
|                           |                                                                                               | NOTES TO CONDENSED FINANCIAL STATEMENTS
|                           | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                           | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|                           | ITEM 4. CONTROLS AND PROCEDURES                                                              
|Part II. OTHER INFORMATION
|                           | ITEM 5. OTHER INFORMATION                                                                    
|                           | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.                                                    
|SIGNATURES                



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TOMS FOODS INC.

QUARTERLY REPORT ON FORM 10-Q
FOR THE TWELVE WEEKS
ENDED SEPTEMBER 7, 2002

TABLE OF CONTENTS

|           |  |                                                                                                            |  |    |    |      |    | 
|---------- |  | ---------------------------------------------------------------------------------------------------------- |  | -- | -- | ---- | -- | 
|           |  |                                                                                                            |  |    |    | Page
|PART I     |  | FINANCIAL INFORMATION                                                                                      |  |    |    |     
|Item 1     |  | Condensed Financial Statements:                                                                            |  |    |    |     
|           |  | Balance Sheets as of September 7, 2002 and December 29, 2001                                               |  |    | 3  |     
|           |  | Statements of Operations for the twelve and
thirty-six weeks ended September 7, 2002 and September 8, 2001 |  | 4  |   
|           |  | Statements of Cash Flows for the thirty-six
weeks ended September 7, 2002 and September 8, 2001            |  | 5  |   
|           |  | Notes to Financial Statements                                                                              |  |    | 6  |     
|Item 2     |  | Management's Discussion and Analysis of
Financial Condition and Results of Operations                      |  | 10 |   
|Item 3     |  | Quantitative and Qualitative Disclosures About Market Risk                                                 |  |    | 13 |     
|Item 4     |  | Controls and Procedures                                                                                    |  |    | 14 |     
|PART II    |  | OTHER INFORMATION                                                                                          |  |    |    |     
|Item 5     |  | Other Information                                                                                          |  |    | 14 |     
|Item 6     |  | Exhibits and Reports on Form 8-K                                                                           |  |    | 14 |     
|Signatures |  |                                                                                                            |  |    |    |      | 15 | 

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TOMS FOODS INC.
CONDENSED BALANCE SHEETS
SEPTEMBER 7, 2002 AND DECEMBER 29, 2001
(in thousands except per share data)

|                                                                                                                                                                          |                                                                                                                                                                              |              |                                     |                                            |   |                   |         |                   |   |       |         | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------ | ----------------------------------- | ------------------------------------------ | - | ----------------- | ------- | ----------------- | - | ----- | ------- | 
|                                                                                                                                                                          |                                                                                                                                                                              |              |                                     |                                            |   | September 7, 2002 |         | December 29, 2001
|                                                                                                                                                                          |                                                                                                                                                                              |              |                                     |                                            |   |                   |         |                  
|ASSETS                                                                                                                                                                    |                                                                                                                                                                              | (unaudited)  |                                     | (unaudited)                               
|Current Assets:                                                                                                                                                           |                                                                                                                                                                              |              |                                     |                                            |   |                   |         |                  
|                                                                                                                                                                          | Cash and short-term investments                                                                                                                                              |              | $                                   | 1,253                                      |   |                   | $       | 2,933             |  
|                                                                                                                                                                          | Accounts and notes receivable,
net of allowance for uncollectible accounts of $1,866 and $1,848 at September 7, 2002 and December 29, 2001,
respectively                     |              |                                     | 14,752                                     |   |                   |         | 11,391            |  
|                                                                                                                                                                          |                                                                                                                                                                              | Inventories: |                                     |                                            |   |                   |         |                   |   |      
|                                                                                                                                                                          |                                                                                                                                                                              |              | Raw materials                       |                                            |   | 2,676             |         |                   |   | 2,415 |        
|                                                                                                                                                                          |                                                                                                                                                                              |              | Packaging materials                 |                                            |   | 2,528             |         |                   |   | 2,099 |        
|                                                                                                                                                                          |                                                                                                                                                                              |              | Finished goods and work in progress |                                            |   | 5,961             |         |                   |   | 5,639 |        
|                                                                                                                                                                          |                                                                                                                                                                              |              |                                     |                                            |   |                   |         |                   |  
|                                                                                                                                                                          | Other current assets                                                                                                                                                         |              |                                     | 4,673                                      |   |                   |         | 4,192             |  
|                                                                                                                                                                          |                                                                                                                                                                              |              |                                     |                                            |   |                   |         |                   |  
|                                                                                                                                                                          |                                                                                                                                                                              |              |                                     | Total current assets                       |   |                   | 31,843  |                   |   |       | 28,669  | 
|Property, plant, and equipment:                                                                                                                                           |                                                                                                                                                                              |              |                                     |                                            |   |                   |         |                  
|                                                                                                                                                                          | Land and land improvements                                                                                                                                                   |              |                                     | 5,886                                      |   |                   |         | 5,871             |  
|                                                                                                                                                                          | Buildings                                                                                                                                                                    |              |                                     | 18,284                                     |   |                   |         | 18,056            |  
|                                                                                                                                                                          | Machinery, equipment and vehicles                                                                                                                                            |              |                                     | 56,828                                     |   |                   |         | 52,946            |  
|                                                                                                                                                                          | Vending and other distribution equipment                                                                                                                                     |              |                                     | 12,729                                     |   |                   |         | 12,183            |  
|                                                                                                                                                                          | Furniture and fixtures                                                                                                                                                       |              |                                     | 16,025                                     |   |                   |         | 15,585            |  
|                                                                                                                                                                          | Construction in progress                                                                                                                                                     |              |                                     | 6,940                                      |   |                   |         | 5,253             |  
|                                                                                                                                                                          |                                                                                                                                                                              |              |                                     |                                            |   |                   |         |                   |  
|                                                                                                                                                                          |                                                                                                                                                                              |              |                                     | Total property, plant, and equipment       |   |                   | 116,692 |                   |   |       | 109,894 | 
|                                                                                                                                                                          | Accumulated depreciation                                                                                                                                                     |              |                                     | (66,432                                    | ) |                   |         | (60,745           | )
|                                                                                                                                                                          |                                                                                                                                                                              |              |                                     |                                            |   |                   |         |                   |  
|                                                                                                                                                                          |                                                                                                                                                                              |              |                                     | Net property, plant, and equipment         |   |                   | 50,260  |                   |   |       | 49,149  | 
|                                                                                                                                                                          |                                                                                                                                                                              |              |                                     |                                            |   |                   |         |                   |  
|Noncurrent accounts and notes receivable, net                                                                                                                             |                                                                                                                                                                              |              | 102                                 |                                            |   |                   | 216     |                  
|Other assets                                                                                                                                                              |                                                                                                                                                                              |              | 226                                 |                                            |   |                   | 225     |                  
|Deferred debt issue costs, net                                                                                                                                            |                                                                                                                                                                              |              | 1,081                               |                                            |   |                   | 1,445   |                  
|Intangible assets, net                                                                                                                                                    |                                                                                                                                                                              |              | 19,967                              |                                            |   |                   | 20,132  |                  
|Goodwill, net                                                                                                                                                             |                                                                                                                                                                              |              | 532                                 |                                            |   |                   | 22,892  |                  
|                                                                                                                                                                          |                                                                                                                                                                              |              |                                     |                                            |   |                   |         |                   |  
|                                                                                                                                                                          |                                                                                                                                                                              |              |                                     | Total assets                               |   | $                 | 104,011 |                   |   | $     | 122,728 | 
|                                                                                                                                                                          |                                                                                                                                                                              |              |                                     |                                            |   |                   |         |                   |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                      |                                                                                                                                                                              |              |                                     |                                            |   |                   |         |                  
|Current liabilities:                                                                                                                                                      |                                                                                                                                                                              |              |                                     |                                            |   |                   |         |                  
|                                                                                                                                                                          | Revolving debt                                                                                                                                                               |              | $                                   | 6,972                                      |   |                   | $       | 3,065             |  
|                                                                                                                                                                          | Accounts payable                                                                                                                                                             |              |                                     | 7,713                                      |   |                   |         | 9,068             |  
|                                                                                                                                                                          | Accrued liabilities                                                                                                                                                          |              |                                     | 11,483                                     |   |                   |         | 9,872             |  
|                                                                                                                                                                          | Current portion of other debt obligations                                                                                                                                    |              |                                     | 293                                        |   |                   |         | 251               |  
|                                                                                                                                                                          |                                                                                                                                                                              |              |                                     |                                            |   |                   |         |                   |  
|                                                                                                                                                                          |                                                                                                                                                                              |              |                                     | Total current liabilities                  |   |                   | 26,461  |                   |   |       | 22,256  | 
|                                                                                                                                                                          |                                                                                                                                                                              |              |                                     |                                            |   |                   |         |                   |  
|Long-term debt:                                                                                                                                                           |                                                                                                                                                                              |              |                                     |                                            |   |                   |         |                  
|                                                                                                                                                                          | Senior secured notes                                                                                                                                                         |              |                                     | 60,000                                     |   |                   |         | 60,000            |  
|                                                                                                                                                                          | Other debt obligations                                                                                                                                                       |              |                                     | 493                                        |   |                   |         | 455               |  
|                                                                                                                                                                          |                                                                                                                                                                              |              |                                     |                                            |   |                   |         |                   |  
|                                                                                                                                                                          |                                                                                                                                                                              |              |                                     | Total long-term debt                       |   |                   | 60,493  |                   |   |       | 60,455  | 
|                                                                                                                                                                          |                                                                                                                                                                              |              |                                     |                                            |   |                   |         |                   |  
|Other long-term obligations                                                                                                                                               |                                                                                                                                                                              |              | 37                                  |                                            |   |                   | 37      |                  
|Accrued pension cost                                                                                                                                                      |                                                                                                                                                                              |              | 6,883                               |                                            |   |                   | 6,827   |                  
|Accrued postretirement benefits other than pensions                                                                                                                       |                                                                                                                                                                              |              | 0                                   |                                            |   |                   | 1,666   |                  
|Exchangeable portion of Preferred Stock, $.01 par value, Class A,
7,000 shares authorized, 7,000 shares issued and outstanding at September 7, 2002 and December 29, 2001 |                                                                                                                                                                              |              | 10,000                              |                                            |   |                   | 10,000  |                  
|Shareholders Equity:                                                                                                                                                     |                                                                                                                                                                              |              |                                     |                                            |   |                   |         |                  
|                                                                                                                                                                          | Common stock, $0.01 par value; 10,000 shares authorized,
5,000 shares issued and outstanding at September 7, 2002 and December 29, 2001                                      |              |                                     | 0                                          |   |                   |         | 0                 |  
|                                                                                                                                                                          | Nonexchangeable portion of Preferred Stock, $.01 par value, Class A,
7,000 shares authorized, 7,000 shares issued and outstanding at September 7, 2002 and December 29, 2001 |              |                                     | 1,566                                      |   |                   |         | 765               |  
|                                                                                                                                                                          | Preferred Stock, $.01 par value, Class B, 21,737 shares authorized,
21,737 shares issued and outstanding at September 7, 2002 and December 29, 2001                          |              |                                     | 34,298                                     |   |                   |         | 32,142            |  
|                                                                                                                                                                          | Additional paid-in capital                                                                                                                                                   |              |                                     | 43,725                                     |   |                   |         | 43,725            |  
|                                                                                                                                                                          | Accumulated other comprehensive income                                                                                                                                       |              |                                     | 2                                          |   |                   |         | 11                |  
|                                                                                                                                                                          | Accumulated deficit                                                                                                                                                          |              |                                     | (79,454                                    | ) |                   |         | (55,156           | )
|                                                                                                                                                                          |                                                                                                                                                                              |              |                                     |                                            |   |                   |         |                   |  
|                                                                                                                                                                          |                                                                                                                                                                              |              |                                     | Total shareholders equity                 |   |                   | 137     |                   |   |       | 21,487  | 
|                                                                                                                                                                          |                                                                                                                                                                              |              |                                     |                                            |   |                   |         |                   |  
|                                                                                                                                                                          |                                                                                                                                                                              |              |                                     | Total liabilities and shareholders equity |   | $                 | 104,011 |                   |   | $     | 122,728 | 
|                                                                                                                                                                          |                                                                                                                                                                              |              |                                     |                                            |   |                   |         |                   |  

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

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TOMS FOODS INC.
CONDENSED STATEMENTS OF OPERATIONS
FOR THE TWELVE AND THIRTY SIX WEEKS ENDED
SEPTEMBER 7, 2002 AND SEPTEMBER 8, 2001
(in thousands)

|                                                                |                                        |                                                |              |   |                    |        |                        |   |               |        |               |   |         |        |         |      |         |        | 
|--------------------------------------------------------------- | -------------------------------------- | ---------------------------------------------- | ------------ | - | ------------------ | ------ | ---------------------- | - | ------------- | ------ | ------------- | - | ------- | ------ | ------- | ---- | ------- | ------ | 
|                                                                |                                        |                                                |              |   | Twelve Weeks Ended |        | Thirty-Six Weeks Ended
|                                                                |                                        |                                                |              |   |                    |        |                       
|                                                                |                                        |                                                |              |   | Sept. 7, 2002      |        | Sept. 8, 2001          |   | Sept. 7, 2002 |        | Sept. 8, 2001
|                                                                |                                        |                                                |              |   | (unaudited)        |        | (unaudited)            |   | (unaudited)   |        | (unaudited)  
|                                                                |                                        |                                                |              |   |                    |        |                        |   |               |        |              
|Net sales                                                       |                                        | $                                              | 47,288       |   |                    | $      | 48,010                 |   |               | $      | 148,277       |   |         | $      | 142,660 |     
|Cost of goods sold                                              |                                        |                                                | (30,452      | ) |                    |        | (30,457                | ) |               |        | (94,115       | ) |         |        | (90,104 | )   
|                                                                |                                        |                                                |              |   |                    |        |                        |   |               |        |               |   |         |        |         |     
|                                                                |                                        |                                                | Gross profit |   |                    | 16,836 |                        |   |               | 17,553 |               |   |         | 54,162 |         |      |         | 52,556 | 
|Expenses and other income:                                      |                                        |                                                |              |   |                    |        |                        |   |               |        |               |   |         |        |         |     
|                                                                |                                        | Selling and administrative expenses            |              |   | (14,864            | )      |                        |   | (15,333       | )      |               |   | (47,259 | )      |         |      | (46,535 | )     
|                                                                |                                        | Amortization of goodwill and intangible assets |              |   | (159               | )      |                        |   | (399          | )      |               |   | (478    | )      |         |      | (1,194  | )     
|                                                                |                                        | Other income, net                              |              |   | 69                 |        |                        |   | 90            |        |               |   | 269     |        |         |      | 431     |       
|                                                                | Restructuring and nonrecurring charges |                                                |              | 0 |                    |        |                        | 0 |               |        |               | 0 |         |        |         | (579 | )      
|                                                                |                                        |                                                |              |   |                    |        |                        |   |               |        |               |   |         |        |         |     
|Income from operations                                          |                                        |                                                | 1,882        |   |                    |        | 1,911                  |   |               |        | 6,694         |   |         |        | 4,679   |     
|Interest expense, net                                           |                                        |                                                | (1,705       | ) |                    |        | (2,023                 | ) |               |        | (4,998        | ) |         |        | (5,935  | )   
|                                                                |                                        |                                                |              |   |                    |        |                        |   |               |        |               |   |         |        |         |     
|Income (loss) before income taxes                               |                                        |                                                | 177          |   |                    |        | (112                   | ) |               |        | 1,696         |   |         |        | (1,256  | )   
|Provision for income taxes                                      |                                        |                                                | 35           |   |                    |        | 35                     |   |               |        | 103           |   |         |        | 106     |     
|                                                                |                                        |                                                |              |   |                    |        |                        |   |               |        |               |   |         |        |         |     
|Net income (loss) before cumulative effect of
accounting change |                                        |                                                | 142          |   |                    |        | (147                   | ) |               |        | 1,593         |   |         |        | (1,362  | )   
|                                                                |                                        |                                                |              |   |                    |        |                        |   |               |        |               |   |         |        |         |     
|Cumulative effect of accounting change                          |                                        |                                                | 0            |   |                    |        | 0                      |   |               |        | (22,934       | ) |         |        | 0       |     
|                                                                |                                        |                                                |              |   |                    |        |                        |   |               |        |               |   |         |        |         |     
|Net income (loss)                                               |                                        | $                                              | 142          |   |                    | $      | (147                   | ) |               | $      | (21,341       | ) |         | $      | (1,362  | )   
|                                                                |                                        |                                                |              |   |                    |        |                        |   |               |        |               |   |         |        |         |     

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

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TOMS FOODS INC.
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE THIRTY-SIX WEEKS ENDED
SEPTEMBER 7, 2002 AND SEPTEMBER 8, 2001
(in thousands)

|                                                     |          |                                                                                 |                                    |                                                     |        |                        |        |                   |        |        |        |  
|---------------------------------------------------- | -------- | ------------------------------------------------------------------------------- | ---------------------------------- | --------------------------------------------------- | ------ | ---------------------- | ------ | ----------------- | ------ | ------ | ------ | -
|                                                     |          |                                                                                 |                                    |                                                     |        | Thirty-Six Weeks Ended
|                                                     |          |                                                                                 |                                    |                                                     |        |                       
|                                                     |          |                                                                                 |                                    |                                                     |        | September 7, 2002      |        | September 8, 2001
|                                                     |          |                                                                                 |                                    |                                                     |        |                        |        |                  
|                                                     |          |                                                                                 |                                    |                                                     |        | (unaudited)            |        | (unaudited)      
|Cash flows from operating activities:                |          |                                                                                 |                                    |                                                     |        |                        |        |                  
|                                                     | Net loss |                                                                                 | $                                  | (21,341                                             | )      |                        | $      | (1,362            | )     
|                                                     |          |                                                                                 |                                    |                                                     |        |                        |        |                  
|                                                     |          | Adjustments to reconcile net loss to net cash
provided by operating activities: |                                    |                                                     |        |                        |        |                   |        |       
|                                                     |          | Depreciation                                                                    |                                    |                                                     | 6,160  |                        |        |                   | 5,710  |       
|                                                     |          | Amortization of intangible assets and goodwill                                  |                                    |                                                     | 478    |                        |        |                   | 1,194  |       
|                                                     |          | Amortization of deferred debt issuance cost                                     |                                    |                                                     | 364    |                        |        |                   | 363    |       
|                                                     |          | Restructuring and nonrecurring charges                                          |                                    |                                                     | 0      |                        |        |                   | 579    |       
|                                                     |          | Cumulative effect of accounting change                                          |                                    |                                                     | 22,934 |                        |        |                   | 0      |       
|                                                     |          | Provision for income taxes                                                      |                                    |                                                     | 103    |                        |        |                   | 106    |       
|                                                     |          | Preferred A stock noncash interest expense                                      |                                    |                                                     | 0      |                        |        |                   | 713    |       
|                                                     |          | Loss on disposal of property, plant, and equipment                              |                                    |                                                     | 8      |                        |        |                   | 8      |       
|                                                     |          | Changes in operating assets and liabilities:                                    |                                    |                                                     |        |                        |        |                   |        |       
|                                                     |          |                                                                                 | Accounts and notes receivable, net |                                                     |        | (3,758                 | )      |                   |        | (3,209 | )     
|                                                     |          |                                                                                 | Inventories                        |                                                     |        | (939                   | )      |                   |        | (1,792 | )     
|                                                     |          |                                                                                 | Other assets                       |                                                     |        | (677                   | )      |                   |        | (958   | )     
|                                                     |          |                                                                                 | Accounts payable                   |                                                     |        | (1,355                 | )      |                   |        | (687   | )     
|                                                     |          |                                                                                 | Other liabilities                  |                                                     |        | 1,466                  |        |                   |        | 1,096  |       
|                                                     |          |                                                                                 | Accrued pension cost               |                                                     |        | (1,611                 | )      |                   |        | (183   | )     
|                                                     |          |                                                                                 |                                    |                                                     |        |                        |        |                  
|                                                     |          |                                                                                 |                                    | Total adjustments                                   |        |                        | 23,173 |                   |        |        | 2,940  |  
|                                                     |          |                                                                                 |                                    |                                                     |        |                        |        |                  
|                                                     |          |                                                                                 |                                    | Net cash provided by operating activities           |        |                        | 1,832  |                   |        |        | 1,578  |  
|                                                     |          |                                                                                 |                                    |                                                     |        |                        |        |                  
|Cash flows from investing activities:                |          |                                                                                 |                                    |                                                     |        |                        |        |                  
|                                                     |          | Additions to property, plant, and equipment                                     |                                    |                                                     | (7,875 | )                      |        |                   | (3,523 | )     
|                                                     |          | Proceeds from disposal of property, plant, and equipment                        |                                    |                                                     | 21     |                        |        |                   | 68     |       
|                                                     |          |                                                                                 |                                    |                                                     |        |                        |        |                  
|                                                     |          |                                                                                 |                                    | Net cash used in investing activities               |        |                        | (7,854 | )                 |        |        | (3,455 | )
|                                                     |          |                                                                                 |                                    |                                                     |        |                        |        |                  
|Cash flows from financing activities:                |          |                                                                                 |                                    |                                                     |        |                        |        |                  
|                                                     |          | Net borrowing from working capital revolving facility                           |                                    |                                                     | 3,908  |                        |        |                   | 2,982  |       
|                                                     |          | Repayment of industrial development revenue bonds                               |                                    |                                                     | 0      |                        |        |                   | (4,800 | )     
|                                                     |          | Return of industrial development revenue bond escrow deposit                    |                                    |                                                     | 354    |                        |        |                   | 0      |       
|                                                     |          | Borrowings (repayments) of other long-term debt                                 |                                    |                                                     | 80     |                        |        |                   | (172   | )     
|                                                     |          |                                                                                 |                                    |                                                     |        |                        |        |                  
|                                                     |          |                                                                                 |                                    | Net cash provided by (used in) financing activities |        |                        | 4,342  |                   |        |        | (1,990 | )
|                                                     |          |                                                                                 |                                    |                                                     |        |                        |        |                  
|Decrease in cash and short-term investments          |          |                                                                                 | (1,680                             | )                                                   |        |                        | (3,867 | )                
|Cash and short-term investments, beginning of period |          |                                                                                 | 2,933                              |                                                     |        |                        | 5,612  |                  
|                                                     |          |                                                                                 |                                    |                                                     |        |                        |        |                  
|Cash and short-term investments, end of period       |          | $                                                                               | 1,253                              |                                                     |        | $                      | 1,745  |                  
|                                                     |          |                                                                                 |                                    |                                                     |        |                        |        |                  
|Interest paid during the period                      |          | $                                                                               | 3,920                              |                                                     |        | $                      | 3,830  |                  
|Income taxes paid during the period                  |          | $                                                                               | 99                                 |                                                     |        | $                      | 111    |                  

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TOMS FOODS INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS

Basis of Financial Statements and Formation and Organization

The accompanying unaudited financial statements of Toms Foods Inc. have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. It is suggested that these financial
statements be read in conjunction with the financial statements and the notes
thereto included in the annual report and Form 10-K for the fiscal year ended
December 29, 2001.

The accompanying unaudited financial statements include, in the opinion of
management, all adjustments, which are of a normal recurring nature, necessary
for a fair presentation for the periods presented. Results for the interim
periods presented are not necessarily indicative of results that may be
expected for a full fiscal year.

The accompanying unaudited financial statements were reviewed by Deloitte &
Touche LLP, the Companys independent audit firm, selected to replace Arthur
Andersen LLP by the Board of Directors at its meeting on August 7, 2002.
Deloitte & Touche LLP has also reviewed the Companys amended First Quarter
2002 Form 10-Q and its Second Quarter 2002 Form 10-Q. These reports were
previously filed without review as the Company had not replaced its previous
auditor at the time those filings were done. There were no noted adjustments
to the previous filings.

Fiscal Year

The Companys fiscal year is the 52- or 53-week period ending on the Saturday
nearest to December 31. The current year, fiscal 2002, ends December 28, 2002
and contains 52 weeks. The Companys first three quarters contain twelve-weeks
of results while the fourth quarter contains 16 or 17 weeks coinciding with the
Companys fiscal year.

Revenue Recognition

Revenues for distributor sales are recognized when the goods are received by
the distributor. Revenues for product sold through the Companys internal
distributor network are recognized when the goods are received by the retailer.
Revenues for contract sales are recognized when the goods are picked up by the
customer.

Fair Value of Financial Instruments

The Companys financial instruments consist primarily of cash and short-term
investments, trade receivables, notes receivable, accounts payable, purchase
commitments, senior secured notes, and other long-term obligations. In
managements opinion, the carrying amounts of these financial instruments
approximate their fair values at September 7, 2002 and December 29, 2001.

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Inventories

Inventories are stated at the lower of cost or market. Cost is determined using
the average cost for raw materials, packaging materials, and work in process.
Finished goods cost is determined using the first-in, first-out method. Cost
elements include the cost of raw materials, direct labor, and overhead incurred
in the manufacturing process.

Postretirement Benefits

During 2002, the Company discontinued its postretirement medical benefit plan
designed to bridge certain employees, whom had taken early
retirement, to
Medicare eligibility. As a result of the plan's termination, there
were no continuing benefit obligations under the plan, and the
Company recorded the entire settlement gain in the second quarter
of 2002. Accordingly, the associated accrued long-term liability, which had been
previously expensed against operating income and had a balance of $1.7 million
at December 29, 2001, was reversed with a corresponding credit to selling and
administrative expense.

Hedging Transactions

The Company has limited involvement with derivative financial instruments and
does not use them for speculative purposes. The Company enters into various
futures contracts and futures options to reduce the impact of volatility in raw
material prices. Effective December 31, 2000, the Company adopted the Financial
Accounting Standards Boards (FASB) Statement of Financial Accounting
Standard (SFAS) No. 133, Accounting for Derivative Instruments and Hedging
Activities, subsequently amended by SFAS No. 138, Accounting for Certain
Derivative Instruments. SFAS No. 133 and SFAS No. 138 require the Company to
recognize all derivative instruments as assets or liabilities and to measure
those instruments at fair value. Changes in the derivative fair values are
deferred and recorded as a component of accumulated other comprehensive income
until the hedged transactions occur and are recognized in earnings. Any
ineffective portion of a hedging derivatives change in fair value is
immediately recognized in earnings. The Company formally documents all
relationships between hedging instruments and hedged items as well as its risk
management objectives and strategies for undertaking the hedge transactions.
The Company links all hedges to forecast transactions and assesses, both at the
inception of the hedge and on an ongoing basis, whether the derivatives that
are used in hedging transactions are highly effective in offsetting changes in
cash flows of hedged items. Adoption of these Statements did not have a
significant impact on the Companys financial position and
operating results. At September 7, 2002, the Company had no open
futures or options contracts.

New Accounting Pronouncements

In June 2001, the FASB issued SFAS No. 141, Business Combinations, which
addresses the financial accounting and reporting for business combinations and
supersedes Accounting Principles Board (APB) Opinion No. 16, Business
Combinations, and SFAS No. 38, Accounting for Preacquisition Contingencies of
Purchased Enterprises".SFAS No. 141 requires that all business combinations
be accounted for by the purchase method, modifies the criteria for recognizing
intangible assets, and expands disclosure requirements. The provisions of SFAS
No. 141 apply to all business combinations initiated after June 30, 2001.

In June 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible
Assets",which addresses financial accounting and reporting for acquired
goodwill and other intangible assets and supersedes APB Opinion No. 17,
Intangible Assets. SFAS No. 142 addresses how intangible assets that are
acquired individually or with a group of other assets should be accounted for
in financial statements upon acquisition and after they have been initially
recognized in the financial statements. SFAS No. 142 requires that goodwill
and intangible assets that have indefinite useful lives not be amortized but
rather tested at least annually for impairment, and intangible assets that

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have finite useful lives be amortized over their useful lives. In addition,
SFAS No. 142 expands the disclosure requirements about goodwill and other
intangible assets in the years subsequent to their acquisition. Impairment
losses for goodwill and indefinite-life intangible assets that arise due to the
initial application of SFAS No. 142 are to be reported as a change in
accounting principle. The Company adopted SFAS No. 141 and SFAS No. 142
effective December 30, 2001.

Upon adoption of SFAS No. 141 as of December 30, 2001, the Company reclassified
certain intangible assets previously allocated to assembled staff into
goodwill, and ceased the amortization related to these intangibles.

During the second quarter, the Company completed the impairment test required
by SFAS No. 142. As a result of this impairment test, the Company determined
that the carrying amount of goodwill was in excess of its fair value as
determined by a discounted cash flow approach. As a result, the Company
recorded an impairment charge of $22.9 million relating to goodwill which is
presented as a cumulative effect of change in accounting principle. The
Company amended its first quarter 2002 filing on Form 10-Q to reflect the
impairment charge which had no effect on cash flow. The appraisal conducted
for the impairment test also indicated market values for the Companys
tradename at levels significantly higher than historical book value, but the
relevant accounting standards do not allow the value of this intangible asset
to be written up.

The trademark intangible asset was purchased on May 13, 1993 and was being
amortized on a straight-line basis over 40 years (the maximum permitted by APB
Opinion No. 17, Intangible Assets). Upon initial application of SFAS No. 142,
the Company reassessed the useful lives of its intangible assets and determined
that the trademark has an indefinite useful life because it is expected to
generate cash flow over an indefinite period into the future. Thus, the
Company ceased amortizing the trademark on December 30, 2001.

The Company assesses goodwill and indefinite-lived intangibles for impairment
annually unless events occur that require more frequent reviews. Long-lived
assets, including amortizable intangibles, are tested for impairment if
impairment triggers occur. Discounted cash flow analyses are used to assess
nonamortizable intangible impairment while undiscounted cash flow analyses are
used to assess long-lived asset impairment. If an assessment indicates
impairment, the impaired asset is written down to its fair market value based
on the best information available. Estimated fair market value is generally
measured with discounted estimated future cash flows.

The useful lives of amortizable intangible assets are evaluated periodically,
and subsequent to impairment reviews, to determine whether revision is
warranted. If cash flows related to a nonamortizable intangible are not
expected to continue beyond the foreseeable future, a useful life would be
assigned.

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Summary of the changes to goodwill for the thirty-six weeks ended September 7, 2002 is presented below:

|                                            |  |          |         |              |  |             |        |          |  |   |         |  
|------------------------------------------- |  | -------- | ------- | ------------ |  | ----------- | ------ | -------- |  | - | ------- | -
|                                            |  |          |         |              |  | Accumulated |        | Carrying
|                                            |  | Goodwill |         | Amortization |  | Value      
|                                            |  |          |         |              |  |            
|Balance at December 29, 2001                |  | $        | 26,490  |              |  | $           | (5,646 | )        |  | $ | 20,844  |  
|ADD: Reclassification of Assembled Staff    |  |          | 3,839   |              |  |             | (1,791 | )        |  |   | 2,048   |  
|ADD: Goodwill acquired                      |  |          | 574     |              |  |             |       |          |  |   | 574     |  
|LESS: Goodwill Impairment and related costs |  |          | (30,371 | )            |  |             | 7,437  |          |  |   | (22,934 | )
|                                            |  |          |         |              |  |             |        |          |  |   |         |  
|Balance at September 7, 2002                |  | $        | 532     |              |  | $           |       |          |  | $ | 532     |  
|                                            |  |          |         |              |  |             |        |          |  |   |         |  

Other intangible assets are subject to amortization with useful lives ranging up to 35 years. Intangible
assets with indefinite lives are not amortized. The Company has reviewed the carrying value of these
assets under the guidance of SFAS No. 144 and determined there was no impairment related to these balances.
The balances of these intangible assets are summarized below:

|                             |                     |       |        |              |  |       |             |        |          |   |        |        | 
|---------------------------- | ------------------- | ----- | ------ | ------------ |  | ----- | ----------- | ------ | -------- | - | ------ | ------ | 
|                             |                     |       |        |              |  |       | Accumulated |        | Carrying
|Balance at December 29, 2001 |                     | Total |        | Amortization |  | Value
|                             |                     |       |        |              |  |      
|Nonamortizable:              |                     |       |        |              |  |       |             |        |          |   |        |       
|                             | Trademark           |       | $      | 4,803        |  |       | $           | (1,121 | )        |   | $      | 3,682  | 
|                             | Assembled Staff     |       |        | 3,839        |  |       |             | (1,791 | )        |   |        | 2,048  | 
|                             | Goodwill            |       |        | 26,490       |  |       |             | (5,646 | )        |   |        | 20,844 | 
|                             |                     |       |        |              |  |       |             |        |          |   |        |        | 
|                             |                     |       | 35,132 |              |  |       | (8,558      | )      |          |   | 26,574 |       
|Amortizable:                 |                     |       |        |              |  |       |             |        |          |   |        |       
|                             | Distribution System |       |        | 22,432       |  |       |             | (5,982 | )        |   |        | 16,450 | 
|                             |                     |       |        |              |  |       |             |        |          |   |        |        | 
|                             |                     | $     | 57,564 |              |  | $     | (14,540     | )      |          | $ | 43,024 |       
|                             |                     |       |        |              |  |       |             |        |          |   |        |        | 

|                             |                                                |       |        |              |  |       |             |        |          |   |        |        | 
|---------------------------- | ---------------------------------------------- | ----- | ------ | ------------ |  | ----- | ----------- | ------ | -------- | - | ------ | ------ | 
|                             |                                                |       |        |              |  |       | Accumulated |        | Carrying
|Balance at September 7, 2002 |                                                | Total |        | Amortization |  | Value
|                             |                                                |       |        |              |  |      
|Nonamortizable:              |                                                |       |        |              |  |       |             |        |          |   |        |       
|                             | Trademark                                      |       | $      | 4,803        |  |       | $           | (1,121 | )        |   | $      | 3,682  | 
|                             | Goodwill acquired, net of impairment           |       |        | 532          |  |       |             |       |          |   |        | 532    | 
|                             |                                                |       |        |              |  |       |             |        |          |   |        |        | 
|                             |                                                |       | 5,335  |              |  |       | (1,121      | )      |          |   | 4,214  |       
|Amortizable:                 |                                                |       |        |              |  |       |             |        |          |   |        |       
|                             | Distribution System                            |       |        | 22,432       |  |       |             | (6,460 | )        |   |        | 15,972 | 
|                             | Distribution System, intangible asset acquired |       |        | 313          |  |       |             |       |          |   |        | 313    | 
|                             |                                                |       |        |              |  |       |             |        |          |   |        |        | 
|                             |                                                |       | 22,745 |              |  |       | (6,460      | )      |          |   | 16,285 |       
|                             |                                                |       |        |              |  |       |             |        |          |   |        |        | 
|                             |                                                | $     | 28,080 |              |  | $     | (7,581      | )      |          | $ | 20,499 |       
|                             |                                                |       |        |              |  |       |             |        |          |   |        |        | 

For the thirty-six weeks ended September 7, 2002, amortization expense related to the amortizable intangible
assets was approximately $478,000. Estimated amortization for the remainder of 2002 and the next
four fiscal years is as follows:

|     |  |   |         | 
|---- |  | - | ------- | 
|2002 |  | $ | 213,000 | 
|2003 |  |   | 691,000 | 
|2004 |  |   | 691,000 | 
|2005 |  |   | 691,000 | 
|2006 |  |   | 691,000 | 

The following tables reconcile the impact of adopting SFAS No. 142 for the twelve and thirty-six weeks ended
September 7, 2002 and September 8, 2001:

|                                |  |                    |     |               |  |   |      |  
|------------------------------- |  | ------------------ | --- | ------------- |  | - | ---- | -
|                                |  | Twelve Weeks Ended
|                                |  |                   
|                                |  | Sept. 7, 2002      |     | Sept. 8, 2001
|                                |  |                    |     |              
|Net (loss) income               |  | $                  | 142 |               |  | $ | (147 | )
|Add back goodwill amortization  |  |                    |    |               |  |   | 208  |  
|Add back trademark amortization |  |                    |    |               |  |   | 30   |  
|                                |  |                    |     |               |  |   |      |  
|Adjusted net income             |  | $                  | 142 |               |  | $ | 61   |  
|                                |  |                    |     |               |  |   |      |  

|                                                             |  |                        |         |               |  |   |        |  
|------------------------------------------------------------ |  | ---------------------- | ------- | ------------- |  | - | ------ | -
|                                                             |  | Thirty Six Weeks Ended
|                                                             |  |                       
|                                                             |  | Sept. 7, 2002          |         | Sept. 8, 2001
|                                                             |  |                        |         |              
|Net loss                                                     |  | $                      | (21,341 | )             |  | $ | (1,362 | )
|Add back cumulative effect of change in accounting principle |  |                        | (22,934 | )             |  |   |       |  
|                                                             |  |                        |         |               |  |   |        |  
|                                                             |  |                        | 1,593   |               |  |   | (1,362 | )
|Add back goodwill amortization                               |  |                        |        |               |  |   | 625    |  
|Add back trademark amortization                              |  |                        |        |               |  |   | 90     |  
|                                                             |  |                        |         |               |  |   |        |  
|Adjusted net (loss) income                                   |  | $                      | 1,593   |               |  | $ | (737   | )
|                                                             |  |                        |         |               |  |   |        |  

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In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. SFAS No. 144 addresses financial accounting
and reporting for the impairment or disposal of long-lived assets. The Company
was required to adopt SFAS No. 144 on December 30, 2001. The adoption of SFAS
No. 144 did not have a material effect on the Companys results of operations
or financial position.

In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal Activities",which addresses financial accounting and
reporting for costs associated with exit or disposal activities and supersedes
Emerging Issues Task Force (EITF) Issue 94-3, Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring). SFAS No. 146 requires
that a liability for a cost associated with an exit or disposal activity be
recognized when the liability is incurred. A liability for an exit cost as
defined in EITF 94-3 is recognized at the date of an entitys commitment to an
exit plan. SFAS No. 146 also establishes that the liability should initially
be measured and recorded at fair value. The Company will adopt the provisions
of SFAS No. 146 for exit or disposal activities that are initiated after
December 28, 2002.

During 2000, FASBs EITF added to its agenda various issues that impact the
income statement classification of certain sales and marketing promotional
payments. In May 2000, the EITF reached a consensus on Issue 00-14, Accounting
for Certain Sales Incentives. Issue 00-14 addresses the recognition and income
statement classification of various sales incentives. Among its requirements,
the consensus requires costs related to customer price reductions at the point
of sale and other product promotions currently classified as marketing costs to
be classified as a reduction of revenue. In April 2001, the EITF delayed the
effective date for this consensus until 2002. The impact of adopting this
consensus for the thirty-six weeks ended September 7, 2002, and September 8,
2001 reduced selling and administrative expenses and net sales by approximately
$6.2 million and $6.3 million, respectively. There was no impact on earnings or
cash flow from the adoption of Issue 00-14. In April 2001, the EITF reached a
consensus on Issue 00-25, Vendor Income Statement Characterization of
Consideration Paid to a Reseller of the Vendors Products. Issue 00-25
addresses the income statement classification of consideration, other than that
directly addressed in Issue 00-14, from a vendor to a reseller or another party
that purchases the vendors products. This consensus is effective for 2002 and
is not expected to have a material impact on the Companys financial
statements.




ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

TWELVE WEEKS ENDED SEPTEMBER 7, 2002
COMPARED TO TWELVE WEEKS ENDED SEPTEMBER 8, 2001

Net sales for the third quarter ended September 7, 2002 were $47.3 million, a
decrease of 1.5%, or $722,000 compared to the corresponding period in 2001 as a
result of weakness in general economic conditions and aggressive promotional
activity by at least one competitor. The sales figures for each quarter have
been reduced as a result of a reclassification of certain promotional expenses
from selling and administrative expenses in accordance with the FASB EITF
consensus Issue 00-14 which the Company adopted during the first quarter of
2002. The reclassified amounts for the third quarter of 2002 and 2001 were
$2.0 million and $2.2 million, respectively.

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Gross profit decreased to $16.8 million in the third quarter of 2002 from $17.5
million in the third
quarter of 2001, a decrease of $700,000 or 4.1% due to the sales decrease
already noted above and a shift in channel sales mix.

For the third quarter 2002, selling and administrative expenses were $14.9
million compared to $15.3 million for 2001. The decrease in selling and
administrative expenses was due primarily to a credit adjustment to expense
from accrued long-term pension cost as the Company adjusted its long-term
pension liability balances to meet actuarial estimates, consistent with past
practice.

Amortization expenses decreased by $240,000 to $159,000 for the third quarter
of 2002 compared to 2001 due to the cessation of the amortization of goodwill,
discussed more fully above under new accounting pronouncements. Other income
was $69,000 for the third quarter of 2002 compared to $90,000 for the
corresponding period in 2001.

Interest expense, net of interest income, decreased to $1.7 million in the
third quarter of 2002 from $2.0 million in the third quarter of 2001, a
decrease of $300,000 due primarily to the early retirement of the Companys
outstanding industrial development revenue bonds in the second half of 2001 and
the fact that there is no longer interest expense recorded on the exchangeable
portion of the Companys Preferred A stock. All increases in the liquidation
preference on the Companys Preferred A stock are now recorded as dividends and
are reflected solely within the equity section of the balance sheet.

The provision for income taxes was $35,000 in both 2002 and 2001. The Company
estimates that it will have no Federal tax obligation for the fiscal year due
to loss carryforwards from the prior years.

As a result of the factors discussed above, net income for the twelve week
period ended September 7, 2002 increased by $289,000 to $142,000 compared to a
net loss of $147,000 for the same period in 2001.

Earnings before interest, taxes, depreciation and amortization (EBITDA)
represents the sum of income (loss) before income taxes plus interest expense,
depreciation and amortization. EBITDA is a widely accepted measure of a
Companys ability to incur and service debt, to undertake capital expenditures,
and to meet working capital requirements. EBITDA is not a measure of financial
performance under generally accepted accounting principles and should not be
considered an alternative either to net income as an indicator of the Companys
operating performance or as an indicator of the Companys liquidity.
Additionally, the Companys calculation of EBITDA may differ from the
calculation of EBITDA used by other companies. Consistent with the preceding
discussion, EBITDA for the third quarter of 2002 was $4.1 million, or 8.7% of
net sales, compared to $4.2 million, or 8.9% of net sales, for the same period
of 2001.

THIRTY-SIX WEEKS ENDED SEPTEMBER 7, 2002
COMPARED TO THE THIRTY-SIX WEEKS ENDED SEPTEMBER 8, 2001

Net sales for the thirty-six weeks ended September 7, 2002 were $148.3 million,
an increase of 3.9%, or $5.6 million compared to the corresponding period in
2001 in spite of weakness in general economic condition and aggressive
promotional activity by at least one industry competitor, as noted in the
quarterly discussion. The sales figures for both thirty-six week periods have
been reduced as a result of the reclassification of certain promotional
expenses from selling and administrative expenses in accordance with the FASB
EITF consensus Issue 00-14 which the Company adopted during the first quarter
of 2002. The reclassified amounts for the first thirty-six weeks of 2002 and
2001 were $6.2 million and $6.3 million, respectively.

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Gross profit dollars for the first thirty-six weeks of 2002 increased by $1.6
million, or 3.1%, to $54.2 million compared to $52.6 million for the same
period in 2001 due primarily to the above noted increases in sales volume.

For the first thirty-six weeks of 2002, selling and administrative expenses
were $47.3 million, an increase of $724,000 or 1.6%, from the $46.5 million for
the first thirty-six weeks of 2001, largely due to the expenses associated with
operating an increased number of Company owned routes. As a percentage of net
sales, selling and administrative expenses decreased to 31.8% for the first
thirty-six weeks of 2002 from 32.6% for 2001. During 2002, the Company
discontinued its postretirement medical benefit plan designed to bridge certain
employees whom had taken an early retirement to Medicare eligibility. The
accrued postretirement long-term liability, which had been previously expensed
against operating income and had a balance of $1.7 million at December 29,
2001, was reversed with a corresponding credit to selling and administrative
expense which was partially offset by the noted increase in Company owned route
related costs and higher estimated expenses associated with the Companys
insurance and employee welfare programs.

Amortization expenses decreased by $716,000 to $478,000 for the first
thirty-six weeks of 2002 compared to 2001 due to the cessation of the
amortization of goodwill, discussed more fully above under new accounting
pronouncements. Other income was $269,000 for the first thirty-six weeks of
2002 compared to $431,000 for the corresponding period in 2001.

In the first thirty-six weeks of 2001, the Company incurred a one-time
nonrecurring charge of $579,000 related to a planned staff reorganization. No
such expense was incurred in 2002.

Interest expense, net of interest income, decreased to $5.0 million in the
first thirty-six weeks of 2002 from $5.9 million in same period of 2001, a
decrease of $900,000 due primarily to the early retirement of the Companys
outstanding industrial development revenue bonds in the second half of 2001 and
the fact that there is no longer interest expense recorded on the exchangeable
portion of the Companys Preferred A stock. All increases in the liquidation
preference on the Companys Preferred A stock are now recorded as dividends and
are reflected solely within the equity section of the balance sheet.

The provision for income taxes was $103,000 in 2002 compared to $106,000 for
2001. The Company estimates that it will have no Federal tax obligation for
the fiscal year due to loss carryforwards from the prior years.

As a result of the variances discussed above, net income before cumulative
effect of accounting change for the thirty-six weeks ended September 7, 2002
increased by $3.0 million to $1.6 million compared to a net loss of $1.4
million for the same period of 2001.

Earnings before interest, taxes, depreciation and amortization (EBITDA)
represents the sum of income (loss) before income taxes plus interest expense,
depreciation and amortization. EBITDA is a widely accepted measure of a
Companys ability to incur and service debt, to undertake capital expenditures,
and to meet working capital requirements. EBITDA is not a measure of financial
performance under generally accepting accounting principles and should not be
considered an alternative either to net income as an indicator of the Companys
operating performance or as an indicator of the Companys liquidity.
Additionally, the Companys calculation of EBITDA may differ from the
calculation of EBITDA used by other companies. Consistent with the preceding
discussion, EBITDA year-to-date through the third quarter of 2002 increased by
9.6% to $13.3 million, or 9.0% of net sales, compared to $12.2 million, or 8.5%
of
net sales, for the same period of 2001.

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FINANCIAL CONDITION

Liquidity and Capital Resources

The Companys cash flow requirements are for working capital, capital
expenditures and debt service. The Company has met its liquidity needs through
internally generated funds and a revolving line of credit established in
January 2000 which matures in January 2004.

As of September 7, 2002, the Company had an outstanding revolving loan balance
of $7.0 million, had letters of credit outstanding of $2.8 million and $3.7
million of borrowing availability thereunder. The revolving loan balance has
increased $3.9 million since December 29, 2001 in line with the sales increase
of $5.6 million year-to-date and the related increases in receivables and
inventory of $3.4 million and $1.0 million, respectively. The Companys
working capital position of $5.4 million as of September 7, 2002 decreased by
$1.0 million from the working capital position of $6.4 million as of December
29, 2001. The decrease is primarily due to the seasonal increase in revolver
borrowing offset slightly by increases in receivables and inventory.

Net cash provided by year-to-date operating activities was $1.8 million for the
thirty-six week period ended September 7, 2002 versus $1.6 million provided by
operating activities during the same period in 2001.

Net cash used in investing activities increased to $7.9 million for the first
thirty-six weeks of 2002 from $3.5 million in 2001 due to the early timing of
certain capital projects versus the prior year. Year-to-date capital
expenditures have been made primarily for plant and facility improvements,
distributor acquisitions, and information technology investments.

Net cash provided by financing activities was $4.3 million for the first
thirty-six weeks of 2002 compared to the net cash used in financing activities
of $2.0 million in the same period of 2001. Net revolver borrowings were $3.9
million compared to $3.0 million for the same period of 2001.

Cautionary Statement Related to Forward-Looking Statements

The statements contained in the foregoing Managements Discussion and Analysis
of Financial Condition and Results of Operations and elsewhere which are not
historical facts are forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially from those
set forth in the forward-looking statements. There can be no assurance that any
forward-looking statement will be realized or that actual results will not be
significantly higher or lower than set forth in such forward-looking statement.




ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Raw materials used by the Company are subject to price volatility caused by
weather, government farm programs, global supply and demand, and other
unpredictable factors. To manage potential volatility in raw material prices,
the Company from time to time enters into commodity future and option
contracts, which are less than one year in duration. The Companys
Board-approved policy is to use such commodity derivative financial instruments
only to the extent necessary to manage these raw material price exposures. The
Company does not use these financial instruments for speculative purposes.
These commodity instruments are marketable exchange traded contracts

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designated as hedges, and the changes in the market value of such contracts
have a high correlation to the price changes of the hedged commodity. As of
September 7, 2002 the Company had no open futures or options contracts in wheat, soybean oil,
corn, diesel, or natural gas.

The Company has a credit facility that has an interest rate based upon the
prime rate or, at the Companys option, the London InterBank Offered Rate
(LIBOR) plus 2%. Any increases in such rates may dramatically increase the
interest rates under such facility and would make it more costly for the
Company to borrow funds thereunder. These increased borrowing costs may impede
the Companys growth and operating strategies if management determines that
such costs are too high to implement those strategies. These increased costs
may also hinder the Companys ability to fund its working capital requirements.

The Companys $60 million senior secured credit facility matures on November 1,
2004. In spite of continued financial improvement since the Company issued its
senior notes in October 1997, there can be no assurance given current credit
market conditions that the Company will be able to renew its senior credit
facility on terms or at rates as favorable as those set to expire in 2004.
While the facility expiration is still more than two years away, failure to
renew on similar terms could hinder the Companys future cash flows and its
ability to reinvest in the business at current levels or fund its working
capital requirements.




ITEM 4. CONTROLS AND PROCEDURES

The Companys Chief Executive Officer and Chief Financial Officer have
concluded, based on their evaluation within 90 days prior to the filing date of
this report, that the Companys disclosure controls and procedures are
effective to ensure that information required to be disclosed in the reports
that the Company files or submits under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported, within the time periods specified
in the Securities and Exchange Commissions rules and forms. There have been
no significant changes in the Companys internal controls or in other factors
that could significantly affect these controls subsequent to the date of the
foregoing evaluation.




Part II. OTHER INFORMATION




ITEM 5. OTHER INFORMATION

On October 18, 2002, the Company announced that S. Albert Gaston, Sr. Vice
President and Chief Financial Officer would be leaving the Company effective
October 25, 2002 to accept a career-enhancing position at another company. Mr.
Gastons contributions to Toms have been substantive and this move in no way
reflects anything negative in regard to the Company. The Company wishes Mr.
Gaston well and he will be missed. The Company is confident that Mr. Gastons
departure will not adversely affect the continuity of its financial management
and controls. A replacement search has been initiated.




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.



| | (a) |  | Exhibits.           
| | --- |  | --------------------
|
| |     |  | None.               
|
| | (b) |  | Reports on Form 8-K.

14



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##### Table of Contents



Form 8-K was filed by the Registrant on August 12, 2002 announcing the
Board of Directors decision to select Deloitte & Touche LLC as the Companys
independent auditor to replace the Companys previous auditor, Arthur Andersen.




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

TOMS FOODS INC.

By /s/ Rolland G. Divin






Date: October 22, 2002



By /s/ S. Albert Gaston




Date: October 22, 2002

15



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##### Table of Contents



I, Rolland G. Divin, certify that:



|1) |  | I have reviewed this quarterly report on Form 10-Q of Toms Foods Inc.;                                                                                                                                                                                                                                                       
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2) |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3) |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                   
|  
|4) |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:                                                                                                        



| | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|5) |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



|6) |  | The registrants other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: October 22, 2002



/s/ Rolland G. Divin




16



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##### Table of Contents



I, S. Albert Gaston, certify that:



|1) |  | I have reviewed this quarterly report on Form 10-K of Toms Foods Inc.;                                                                                                                                                                                                                                                       
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2) |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3) |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                   
|  
|4) |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:                                                                                                        



| | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|5) |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



|6) |  | The registrants other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: October 22, 2002



/s/ S. Albert Gaston




17