<PAGE>



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

                                    FORM 10-Q
(Mark One)
[|X|]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934.
          For the quarterly period ended October 3, 1998.
                                       or
[   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934.
          For the transition period from______ to ______

                        Commission file number: 333-39813

                                 B&G Foods, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

          Delaware                                13-3916496
     (State or Other Jurisdiction of              (I.R.S. Employer
     Incorporation or Organization)               Identification No.)

                              426 Eagle Rock Avenue
                           Roseland, New Jersey 07068
                    (Address of Principal Executive Offices)

                                 (973) 228-2500
              (Registrant's Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Section  13 or 15(d) of the  Securities  Act of 1934  during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days.

                                  Yes |X| No __

As of November 1, 1998, there was 1 share of the registrant's common stock, $.01
par value, outstanding, which was owned by an affiliate of the registrant.

================================================================================

<PAGE>


                        B&G Foods, Inc. and Subsidiaries
                                      Index

                                                                        Page No.
                                                                        --------

PART I.   FINANCIAL INFORMATION

          Item 1. 

               a) Consolidated Balance Sheets                              3

               b) Consolidated Statements of Operations                    4

               c) Consolidated Statements of Cash Flows                    5

               d) Notes to Consolidated Financial Statements               6

          Item 2. Management's Discussion and Analysis of 
                  Financial Condition and Results of Operations            10

          Item 3. Quantitative and Qualitative Disclosure about
                  Market Risk                                              13

          Item 4. Year 2000                                                13

PART II.  OTHER INFORMATION

          Item 1.   Legal Proceedings                                      14

          Item 2.   Change in Securities                                   14

          Item 3.   Defaults Upon Senior Securities                        14

          Item 4.   Submission of Matters to a Vote of Security Holders    14

          Item 5.   Other Information                                      14

          Item 6.   Exhibits and Reports on Form 8-K                       14
                    (a)  Exhibits
                    (b)  Reports on Form 8-K

SIGNATURE                                                                  16


                                       2

<PAGE>


Item 1. Financial Statements

                        B&G Foods, Inc. and Subsidiaries
                          Consolidated Balance Sheets
                (dollars in thousands, except per share data)

     Assets                                  October 3, 1998     January 3, 1998
                                             ---------------     ---------------
                                               (Unaudited)

Current assets: 
     Cash and cash equivalents                    $982                    $691
     Trade accounts receivable, net             13,704                  13,074
     Inventories                                45,172                  31,467
     Prepaid expenses and other current assets   2,342                   1,792
     Deferred income taxes                       3,419                   2,819
                                             -----------------------------------
     Total current assets                       65,619                  49,843

Propert, plant and equipment, net               25,956                  23,619
Intangible assets, net                         114,813                 100,831
Other assets                                     5,390                   5,742
                                             -----------------------------------
     TOTAL ASSETS                             $211,778                $180,035
                                             ===================================
     Liabilities and Stockholder's Equity 
Current liabilities: 
     Current installments of long-term debt       $347                    $293
     Trade accounts payable                     18,678                  15,752
     Accrued expenses                            8,150                  11,990
     Due to related parties                      1,602                     197
                                             -----------------------------------
     Total current liabilities                  28,777                  28,232

Long-term debt                                 150,258                 121,083
Deferred income taxes                           12,463                  12,033
Other liabilities                                    0                      59
                                             -----------------------------------
     Total liabilities                         191,498                 161,407

Stockholder's equity:
Common stock, $.01 par value per share. Authorized 
     1,000 shares; issued and outstanding 1 share in
     1998 and 1997
Additional paid-in capital                      21,231                  20,000
Accumulated deficit                               (951)                 (1,372)
                                             -----------------------------------
     Total stockholder's equity                 20,280                  18,628 

TOTAL LIABILITIES AND                        -----------------------------------
STOCKHOLDER'S EQUITY                          $211,778                $180,035 
                                             ===================================

See notes to consolidated financial statements.


                                       3


<PAGE>


                        B&G Foods, Inc. and Subsidiaries
                     Consolidated Statements of Operations
                             (dollars in thousands)

<TABLE>
<CAPTION>

                                                       Thirteen Weeks Ended                         Thirty-nine Weeks Ended
                                             October 3, 1998      September 27, 1997       October 3, 1998      September 27, 1997
                                             ---------------      ------------------       ---------------      ------------------
                                               (Unaudited)           (Unaudited)             (Unaudited)

<S>                                               <C>                   <C>                    <C>                  <C>
Net sales                                         $46,477               $35,934                $127,508             $104,337
Cost of goods sold                                 28,355                22,439                  77,826               70,064
                                             -------------------------------------------------------------------------------------
     Gross profit                                  18,122                13,495                  49,682               34,273

Sales, marketing, and distribution expenses        12,430                 9,118                  34,398               24,350
General and administrative expenses                 1,499                 1,263                   4,166                3,165
Management fee - related parties                       62                    66                     187                  191
                                             -------------------------------------------------------------------------------------

     Operating income                               4,131                 3,048                  10,931                6,567

Other expense:
     Interest expense - related parties                18                     7                      49                  788
     Interest expense                               3,661                 2,868                  10,044                5,320
                                             -------------------------------------------------------------------------------------
     Income before income tax expense and
       extraordinary item                             452                   173                     838                  459

Income tax expense                                    228                   147                     417                  426
                                             -------------------------------------------------------------------------------------

     Income before extraordinary item                 224                    26                     421                   33

Extraordinary item, net of income tax benefit
  of $1,138                                             0                (1,804)                      0               (1,804)
                                             -------------------------------------------------------------------------------------
Net income (loss)                                    $224               ($1,778)                   $421              ($1,771)
                                             =====================================================================================

</TABLE>


                See notes to consolidated financial statements.


                                       4

<PAGE>


                        B&G Foods, Inc. and Subsidiaries
                     Consolidated Statements of Cash Flows
                             (dollars in thousands)


<TABLE>
<CAPTION>

                                                                 Thirty-nine Weeks Ended
                                                         October 3, 1998      September 27, 1997
                                                         ---------------      ------------------
                                                           (Unaudited)
<S>                                                         <C>                     <C>

Cash flows from operating activities 
   Net income (loss)                                           $421                 ($1,771)
   Adjustments to reconcile net income (loss) 
     to net cash provided by operating activities:
     Depreciation and amortization                            5,118                   3,756
     Deferred income tax expense                                430                    (934)
     Amortization of deferred debt issuance costs               466                     473
     Extraordinary item                                           0                   2,942
     Changes in assets and liabilities, net of effects
       from businesses acquired:
       Trade accounts receivable                              1,639                  (3,866)
       Inventories                                               83                     185
       Prepaid expenses and other current assets               (264)                 (1,610)
       Other assets                                              13                      (8)
       Trade accounts payable                                 1,632                   5,082
       Accrued expenses                                      (6,130)                    749
       Due to related parties                                   562                     121
       Other liabilities                                          0                    (399)
                                                         -----------------------------------
         Net cash provided by operating activities            3,970                   4,720
                                                         -----------------------------------
Cash flows from investing activities:
  Paid for acquisitions                                     (32,622)                (63,019)
  Paid to former parent                                           0                  (4,009)
  Capital expenditures                                       (2,581)                 (2,976)
  Proceeds from sales of property, plant and equipment          396                     162
                                                         -----------------------------------
         Net cash used in investing activities              (34,807)                (69,842)
                                                         -----------------------------------
Cash flows from financing activities:
  Payments of long-term debt                                   (320)                (68,379)
  Proceeds from issuance of long-term debt                   30,344                 143,000
  Proceeds from issuance of equity                            1,231                     500
  Deferred debt issuance costs                                 (127)                 (6,591)
                                                         -----------------------------------
         Net cash provided by financing activities           31,128                  68,530
                                                         -----------------------------------

         Increase in cash and cash equivalents                  291                   3,408

Cash and cash equivalents at beginning of period                691                     291
                                                         -----------------------------------

Cash and cash equivalents at end of period                      982                   3,699
                                                         ===================================

</TABLE>

                See notes to consolidated financial statements.


                                       5


<PAGE>

                        B&G Foods, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                             (Dollars in Thousands)
                                   (Unaudited)


(1)      Basis of Presentation

         The accompanying  consolidated  financial statements of B&G Foods, Inc.
         and subsidiaries (the Company) contain all adjustments (consisting only
         of normal  recurring  adjustments)  necessary  to  present  fairly  the
         Company's  financial  position as of October 3, 1998 and the results of
         its  operations and its cash flows for the 13 and 39 week periods ended
         October 3, 1998 and September 27, 1997.

         The  results  of  operations  for  the 13 and 39 week  periods  are not
         necessarily indicative of the results to be expected for the full year.
         The accompanying  consolidated  financial  statements should be read in
         conjunction  with  the  consolidated  financial  statements  and  notes
         thereto  for 1997  included  in the  Company's  Form 8-K filed with the
         Securities and Exchange Commission on May 19, 1998.


(2)      Nature of Operations and Business Acquisitions

         Nature of Operations

         The Company is a  manufacturer,  marketer  and  distributor  of branded
         pickles, peppers, bagel chips, hot sauces, maple syrup, salad dressings
         and  other  specialty  food  products  to  retailers  and food  service
         establishments.  The Company distributes these products to retailers in
         the  greater New York  metropolitan  area  through a  direct-store-door
         sales and  distribution  system  and  elsewhere  in the  United  States
         through a nationwide network of independent brokers and distributors.

         Organization, Acquisition and Financing

         B&G Foods,  Inc. was  incorporated on November 13, 1996 to acquire (the
         Acquisition)  BGH  Holdings,  Inc.,  the  holding  company  of  Bloch &
         Guggenheimer,  Inc. and related companies,  and BRH Holdings, Inc., the
         holding  company of Burns & Ricker,  Inc.,  subsidiaries  of  Specialty
         Foods  Corporation  (SFC).  The  Acquisition  was structured as a stock
         purchase with an aggregate  purchase  price of  approximately  $70,000,
         including  transaction costs, and was consummated on December 27, 1996.
         On December 27, 1996,  the Company issued one share of common stock to,
         and became a wholly-owned  subsidiary of B&G Foods Holding Corp., which
         in turn is majority owned by Bruckmann,  Rosser, Sherrill and Co., L.P.
         (BRS),  a  private  equity  investment  firm,  and  minority  owned  by
         management and certain other investors.


                                       6


<PAGE>


         In  addition  to  initial  equity  of  $12,500,  the  financing  of the
         Acquisition  was  provided  through a  $50,000  Senior  Secured  Credit
         Facility which consisted of a Revolving  Credit Facility of $23,500 and
         Term Loan  Facilities  A and B of $14,500  and  $12,000,  respectively.
         Additionally,  the Company  issued  $13,000 of 12% Senior  Subordinated
         Notes due 2004 to BRS and other certain investors (the BRS Note).

         On June 17, 1997,  the Company  acquired  certain  assets from Nabisco,
         Inc. (Nabisco) for a purchase price of approximately $50,557, including
         transaction  costs.  Financing for this acquisition and certain related
         transaction fees and expenses was provided by $35,000 of new borrowings
         on an amended and restated Senior Secured Credit Facility,  and $17,000
         of the proceeds from the issuance of $23,000 of 12% Senior Subordinated
         Notes due December 16, 1997 (the  Interim  Notes),  with $6,000 used to
         repay a portion of the BRS Note.

         On August 15, 1997, the Company acquired all of the outstanding capital
         stock of JEM Brands,  Inc. (the JEM  Acquisition),  a  manufacturer  of
         peppers and branded hot sauces,  for approximately  $12,462,  including
         transaction  costs.  Financing for this acquisition and certain related
         transaction  fees and expenses  was  provided by the proceeds  from the
         issuance on August 11, 1997 of  $120,000,  9.625%  Senior  Subordinated
         Notes due August 1, 2007.

         On July 2, 1998,  BGH Holdings,  Inc. (the Buyer),  a subsidiary of B&G
         Foods,  Inc.,  entered  into a Stock  Purchase  Agreement  by and among
         Buyer,  Maple  Grove  Farms of Vermont,  Inc.,  Up Country  Naturals of
         Vermont,  Inc.  and Les  Produits  Alimentaires  Jacques et Fils,  Inc.
         (collectively,  Maple  Grove),  and  William  F.  Callahan  and Ruth M.
         Callahan  (collectively,  the  Sellers),  pursuant to which Buyer would
         acquire all of the issued and outstanding  capital stock of Maple Grove
         for aggregate consideration of $15,170,  consisting of $14,170 in cash,
         1,000 shares of Common Stock of B&G Foods Holdings, Inc. (Holdings, the
         Company's parent),  having an aggregate value of $10, and 990 shares of
         the 13% Series A  Cumulative  Preferred  Stock of  Holdings,  having an
         initial aggregate  liquidation  preference of $990, plus the assumption
         of $17,370 in debt and transaction  costs of $1,082.  The closing under
         the Stock  Purchase  Agreement  occurred  on July 17,  1998.  The Stock
         Purchase Agreement provides for a post-closing adjustment to be paid by
         the Buyer or Sellers  under  certain  circumstances.  The  parties  are
         currently  determining  the  amount  of  the  post-closing  adjustment.
         Financing for this acquisition and certain related transaction fees and
         expenses  was provided by  borrowings  from the  Company's  $50 million
         Credit Facility (the Credit  Facility).  As a result of the Maple Grove
         Acquisition,  a  consent,  waiver  and first  amendment  of the  Credit
         Facility  was  entered  into,  which  included  among other  things,  a
         prospective change in certain financial  covenants and a consent by the
         lender regarding the purchase of Maple Grove.

         The above  acquisitions  have  been  accounted  for using the  purchase
         method and, accordingly, the excess of the purchase price over the fair
         value of identifiable net assets acquired,  representing  goodwill,  is
         included in intangible assets.

         Pro Forma Summary of Operations

         The  following  unaudited  pro  forma  summary  of  operations  for the
         thirty-nine weeks ended October 3, 1998 and September 27, 1997 presents
         the  results of  operations  of the  Company as if the  acquisition  of
         certain assets from Nabisco,  the JEM  Acquisition  (collectively,  the
         Acquired  Brands) and the Maple Grove  Acquisition  had occurred at the
         beginning  of the  periods  presented. 


                                       7


<PAGE>


         In  addition  to   including   the   results  of   operations   of  the
         aforementioned   entities,  the  pro  forma  information  gives  effect
         primarily  to  interest  on  additional   borrowings   and  changes  in
         depreciation and amortization of intangible assets.

<TABLE>
<CAPTION>

                                                                  Thirty-nine Weeks Ended
                                                              October 3, 1998        September 27, 1997
                                                              ---------------        ------------------
<S>                                                           <C>                    <C>

         Net sales                                                 $148,177                $150,113
         Income (loss) before extraordinary item                        778                  (4,132)
</TABLE>

         The pro  forma  information  presented  above  does not  purport  to be
         indicative of the results that actually would have been attained if the
         aforementioned  acquisitions,  and related  financing  transactions had
         occurred at the beginning of the periods  presented and is not intended
         to be a projection of future results.

(3)      Inventories

         Inventories  are  stated  at  the  lower  of  cost  (determined  by the
         first-in, first-out and average cost methods) or market.

         Inventories consist of the following:

                                             October 3, 1998     January 3, 1998
                                             ---------------     ---------------

          Raw materials and packaging          $ 14,868             $    6,146
          Work in progress                        2,845                  1,924
          Finished goods                         27,459                 23,397
                                               --------             ----------

                                               $ 45,172             $   31,467
                                               =========            ==========

(4)      Debt

         On August 11,  1997,  the  Company  issued  $120,000  of 9.625%  Senior
         Subordinated Notes (the Notes) due August 1, 2007 with interest payable
         semiannually  on  February  1 and  August  1 of each  year,  commencing
         February  1,  1998.  The  proceeds  of the Notes were used to repay the
         outstanding  balances  together  with accrued and unpaid  interest with
         respect to the  Company's $50 million  Credit  Facility and the Interim
         Notes,  to finance the  acquisition  of JEM and to pay certain  related
         fees and expenses and for general corporate purposes.

         As part of the  registration  rights  agreement  dated  August 11, 1997
         entered  into with the  initial  purchasers  of the Notes,  the Company
         agreed to offer to  exchange  an  aggregate  principal  amount of up to
         $120,000  of its  9.625%  Senior  Subordinated  Notes due 2007 (the New
         Notes)  for a like  principal  amount  of its  Notes  outstanding  (the
         Exchange Offer).

         The terms of the New Notes are  identical in all  material  respects to
         those of the Notes (including principal amount, interest rate, maturity
         and  guarantees),   except  for  certain   transfer   restrictions  and
         registration  rights  relating  to the Notes.  The  Exchange  Offer was
         completed on February 6, 1998.


                                       8


<PAGE>


(5)      Commitment and Contingencies

         The Company  produces  fruit spreads under an Amended and Restated Jams
         Manufacturing  Agreement  dated  March 3, 1997 and wet  spices  under a
         Spice Supply  Agreement  dated March 19, 1993 with  International  Home
         Foods,   Inc.  (IHF)  which  expire  in  March  1999  and  March  1998,
         respectively.   Additionally,   the  Company  distributes  certain  IHF
         products under a Sales and Distribution Agreement dated March 19, 1993,
         which expires on March 31, 1999. Sales under these contracts during the
         39 week  periods  ended  October 3, 1998 and  September  27,  1997 were
         $28,554 and $34,114,  respectively.  Sales under these contracts during
         the 13 week periods  ended  October 3, 1998 and September 27, 1997 were
         $9,127 and $8,260,  respectively.  Receivables due from IHF included in
         trade  accounts  receivable at October 3, 1998 and January 3, 1998 were
         $1,461 and $1,820, respectively.

         By letter dated February 18, 1998, the Company received notice from IHF
         that  (a)  IHF  would  not  renew  the   Amended  and   Restated   Jams
         Manufacturing  Agreement  dated March 3, 1997 after its  expiration  on
         March 31, 1999, and (b) IHF was terminating,  effective March 31, 1999,
         the Sales and Distribution Agreement dated March 19, 1993. With respect
         to the Spice Supply  Agreement,  which  expired on March 31, 1998,  the
         Company  renewed the agreement on May 18, 1998 without a specific term,
         terminable by either party upon 90 days written notice.


                                       9


<PAGE>


Item 2.  Management's  Discussion  and Analysis of Financial  Condition  and
         Results of Operations

Results of Operations

         13 Week period ended  October 3, 1998  compared to 13 Week period ended
         September 27, 1997.

              Net Sales. Net sales increased by $10.5 million or 29.3%, to $46.5
         million for the 13-weeks ended October 3, 1998 (the "1998 Period") from
         $35.9  million for the  13-weeks  ended  September  27, 1997 (the "1997
         Period").  The net sales  increase  included $3.6 million of sales from
         the Acquired  Brands,  and $8.0 million of sales from Maple Grove.  The
         Acquired  Brands  increased  14.9% in the 1998 Period over sales in the
         1997  Period and Maple  Grove  increased  19.6% in the 1998 Period over
         sales in the 1997 Period.  Sales of Burns & Ricker Snack Food  products
         decreased  $1.2  million  or 15.9% and sales of B&G  pickle  and pepper
         products  decreased  $0.8 million or 5.8%.  These sales  decreases were
         partially  offset  by an $0.9  million  or 10.5%  increase  in sales of
         co-packed  Polaner  products  to IHF  and  sales  of  Polaner  products
         distributed by the Company in the northeastern U.S.

              Gross Profit.  Gross profit  increased by $4.6 million or 34.3% to
         $18.1  million  for the 1998  Period  from  $13.5  million  in the 1997
         Period.  Gross profit  expressed as a percentage of net sales increased
         to 39.0% in the 1998  Period from 37.6% in the 1997 Period due to lower
         manufacturing  costs experienced by Burns & Ricker Snack Food products,
         B&G pickle and pepper products, and the Acquired Brands.

              Sales, Marketing and Distribution  Expenses.  Sales, marketing and
         distribution  expenses  increased  $3.3  million,  or  36.3%,  to $12.4
         million for the 1998 Period from $9.1 million in the 1997 Period.  Such
         expenses as a  percentage  of net sales  increased to 26.7% in the 1998
         Period from 25.4% in the 1997 Period due  primarily  to the addition of
         the  Acquired  Brands and the Maple  Grove  Acquisition.  The  Acquired
         Brands  accounted  for $0.5 million and Maple Grove  accounted for $1.5
         million of the increase. Promotional spending increased $1.3 million on
         B&G pickle and pepper products and the Acquired Brands.

              General and  Administrative  Expenses.  General and administrative
         expenses  (including  amortization of intangibles and management  fees)
         increased  by $0.2  million,  or 17.5%,  to $1.5  million  for the 1998
         Period from $1.3  million in the 1997 Period due  primarily to expenses
         associated  with the  management  of Maple  Grove.  Such  expenses as a
         percentage of net sales  decreased to 3.4% in the 1998 Period from 3.7%
         in the 1997 Period.

              Operating Income.  As a result of the foregoing,  operating income
         increased  by $1.1  million,  or 35.5%,  to $4.1  million  for the 1998
         Period  from  $3.0  million  for  the  1997  Period.  Operating  income
         expressed  as a percentage  of net sales  increased to 8.9% in the 1998
         Period from 8.5% in the 1997 Period.

              Interest Expense.  Interest expense increased $0.8 million to $3.7
         million for the 1998  Period from $2.9  million in the 1997 Period as a
         result of the additional debt incurred by the Company to fund the Maple
         Grove Acquisition.


                                       10


<PAGE>


         39 Week  period  ended  October 3, 1998  compared to the 39 Week period
         ended September 27, 1997.

              Net Sales.  Net sales  increased  by $23.2  million  or 22.2%,  to
         $127.5  million for the 39 week period ended October 3, 1998 (the "1998
         Period") from $104.3 million for the 39 week period ended September 27,
         1997 (the "1997 Period"). The net sales increase included $22.9 million
         for the  Acquired  Brands,  and $8.0 million of sales from Maple Grove.
         The Acquired Brands increased 8.3% in the 1998 Period over sales in the
         1997  Period and Maple  Grove  increased  13.4% in the 1998 Period over
         sales in the 1997  Period.  Sales of B&G  pickle  and  pepper  products
         increased  $0.4  million  or 1.1%  from the 1997  Period.  These  sales
         increases were partially offset by a decrease of $5.5 million or 16.3%,
         in sales of  co-packed  Polaner  products  to IHF and sales of  Polaner
         products  distributed  by the Company in the  northeastern  U.S., and a
         decrease in sales of $2.6 million or 12.1% of Burns & Ricker Snack Food
         products.

              Gross Profit.  Gross profit increased by $15.4 million,  or 45.0%,
         to $49.7  million for the 1998  Period  from $34.3  million in the 1997
         Period.  Gross profit  expressed as a percentage of net sales increased
         to 39.0% in the 1998  Period  from  32.8% in the 1997  Period  due to a
         favorable  shift in the sales mix to higher  gross  profit  margin  B&G
         pickle and pepper  product  sales and Acquired  Brands sales from lower
         gross profit margin Polaner co-packing sales.

              Sales, Marketing and Distribution  Expenses.  Sales, marketing and
         distribution  expenses  increased  $10.0  million,  or 41.3%,  to $34.4
         million  for the 1998 Period  from $24.4  million for the 1997  Period.
         Such  expenses as a percentage  of net sales  increased to 27.0% in the
         1998  Period  from  23.3%  in the  1997  Period.  The  Acquired  Brands
         accounted for $6.9 million and Maple Grove accounts for $1.5 million of
         the   increase.   Marketing   spending   increased   $0.7  million  and
         distribution spending increased $0.9 million.

              General and  Administrative  Expenses.  General and administrative
         expenses  (including  amortization of intangibles and management  fees)
         increased by $1.0 million, or 29.7% to $4.4 million for the 1998 Period
         from  $3.4  million  in the 1997  Period,  primarily  due to  increased
         amortization  of  intangibles  of  $0.6  million  associated  with  the
         acquisitions of the Acquired Brands and Maple Grove.

              Operating Income.  As a result of the foregoing,  operating income
         increased  by $4.4  million,  or 66.5%,  to $10.9  million for the 1998
         Period  from  $6.6  million  for  the  1997  Period.  Operating  income
         expressed  as a percentage  of net sales  increased to 8.6% in the 1998
         Period from 6.3% in the 1997 Period.

              Interest Expense. Interest expense increased $4.0 million to $10.1
         million for the 1998  Period from $6.1  million in the 1997 Period as a
         result of the  additional  debt  incurred  by the  Company  to fund the
         acquisitions of the Acquired Brands and Maple Grove.


                                       11


<PAGE>


Liquidity and Capital Resources

         Cash provided by operations decreased by $0.7 million or 15.9%, to $4.0
         million  for the 1998  Period  from $4.7  million  in the 1997  Period.
         Working  capital at October 3, 1998 was $36.8  million,  an increase of
         $15.2 million over working capital at January 3, 1998 of $21.6 million.
         This increase is primarily a result of increases in accounts receivable
         and decreases in accrued expenses.

         Net cash used in  investing  activities  for the 1998  Period was $34.8
         million as compared to $69.8  million for the 1997  Period.  The change
         primarily  related  to a  final  $4.0  million  payment  to SFC for the
         Acquisition  and the purchase of the Acquired  Brands of $63.0 million.
         This was offset by the  purchase of Maple Grove.  Capital  expenditures
         during the 1998 Period included purchases of manufacturing and computer
         equipment.

         Net cash provided by financing activities for the 1998 Period was $31.1
         million as compared to net cash  provided by financing  activities  for
         the 1997 Period of $68.5 million.  The change related  primarily to the
         proceeds  from the  issuance  of  long-term  debt in the 1997 Period to
         finance the  acquisition of the Acquired  Brands offset by the proceeds
         from the issuance of  long-term  debt in the 1998 Period to finance the
         Maple Grove Acquisition.

         The Company's  primary source of capital are cash flows from operations
         and  borrowings  under  a $50  million  revolving  debt  facility.  The
         Company's primary capital  requirements  include debt service,  capital
         expenditures,   working  capital  needs  and  financing   acquisitions.
         Management   believes  that  available  borrowing  capacity  under  the
         revolving credit facility of approximately  $20.0 million at October 3,
         1998,  combined  with cash  provided by  operations,  will  provide the
         Company with sufficient  cash to fund current  operations as well as to
         meet its obligations.

Seasonality

         Sales of a number of the Company's  products  tend to be seasonal,  but
         the effect of seasonality on the Company's liquidity is tempered by the
         Company's  relatively varied product mix. The Company purchases most of
         the produce used to make the B&G Pickle and Pepper  Products during the
         period from May to October and,  consequently,  its liquidity needs are
         greatest during this period.

Recent Accounting Pronouncements

         In June 1997,  Statement of Financial  Accounting  Standards (SFAS) No.
         130  (SFAS  130),  "Reporting  Comprehensive  Income,"  was  issued  to
         establish standards of reporting and displaying of comprehensive income
         and  its  components  in  a  full  set  of  general-purpose   financial
         statements.  This  statement  requires  disclosure of the components of
         comprehensive  income including,  among other things,  foreign currency
         translation adjustments, minimum pension liability items and unrealized
         gains and losses on certain  investments in debt and equity securities.
         The  Company  would be  required to show  components  of  comprehensive
         income in a financial  statement  displayed as prominently as the other
         required  financial  statements.  The statement is effective for fiscal
         years  beginning  after  December  15,  1997.  The Company  anticipates
         compliance with this Statement in 1998.


                                       12


<PAGE>


         In June 1997, SFAS 131 "Disclosures About Segments of an Enterprise and
         Related  Information",  was issued to  establish  standards  for public
         business enterprises reporting information regarding operating segments
         in annual and interim financial  statements issued to shareholders.  It
         also establishes  standards for related  disclosures about products and
         services,  geographic  areas and major  customers.  This  statement  is
         effective for financial statements for periods beginning after December
         15, 1997. In the initial year of application,  comparative  information
         for  earlier  years is to be  restated.  The  Company  operates  in one
         business  segment in which it  manufactures  and markets a  diversified
         portfolio  of food  products,  and  accordingly,  does not believe that
         segment reporting will impact disclosures in the financial  statements.
         The Company anticipates compliance with this Statement in 1998.

         In June,  1998, SFAS 133,  "Accounting  for Derivative  Instruments and
         Hedging  Activities",  was  used  to  standardize  the  accounting  for
         derivative   instruments   by  requiring   that  an  entity   recognize
         derivatives  as assets or  liabilities  in the  statement  of financial
         position  and measure them at fair value.  This  Statement is effective
         for all  quarters of all fiscal  years  beginning  after June 15, 1999.
         This  Statement  should  have no impact on the  Company's  consolidated
         financial statements.

Item 3.  Quantitative and Qualitative Disclosure About Market Risk

         Not applicable.

Item 4.  Year 2000

         The Year 2000 ("Y2K")  issue is the result of computer  programs  being
         written using two digits,  rather than four,  to define the  applicable
         year.  Mistaking "00" for the year 1900 could result in miscalculations
         and  errors  and  cause  significant  business  interruptions  for  the
         Company,  as well as for the government and most other  companies.  The
         Company has instituted a plan to assess its state of readiness for Y2K,
         to remediate  those systems that are  non-compliant  and to assure that
         material third parties will be Y2K compliant.

         The Company has  assessed  its  mainframe,  operating  and  application
         systems  for Y2K  readiness,  giving  the  highest  priority  to  those
         information  technology  applications  (IT) systems that are considered
         critical  to its  business  operations.  At present,  approximately  50
         percent of the IT systems have been remediated.  For the IT systems not
         yet  remediated,  the Company has purchased  third party  software that
         will be operational by March 31, 1999. The final phase of the Company's
         remediation  is its  manufacturing  systems  which  is  expected  to be
         completed by June 30, 1999.

         In 1998, the Company has installed throughout its business units a Wide
         Area Network encompassing merchandising,  logistics,  finance and human
         resources.  The Wide Area Network  project was  undertaken for business
         reasons unrelated to Y2K.

         The Company has  compiled an  inventory  of its non-IT  systems,  which
         include those systems  containing  embedded  chip  technology  commonly
         found   in   buildings   and   manufacturing   equipment.   Preliminary
         investigations  of the embedded chip systems indicate that Y2K will not
         affect these systems.


                                       13
<PAGE>


         The  Company is in the  process of  distributing  a  comprehensive  Y2K
         compliance   questionnaire  to  key  vendors,   service  providers  and
         co-packers.  Management will be addressing the responses as part of the
         Company's Y2K plan.

         The Company is  utilizing  both  internal  and  external  resources  to
         address the Y2K issue.  Internal  resources reflect the reallocation of
         IT personnel to the Y2K project from other IT projects.  In the opinion
         of  management,  the  deferral of such other  projects  will not have a
         significant  adverse  effect  on  continuing   operations.   The  total
         estimated  direct cost to remediate  the Y2K issue,  excluding the Wide
         Area Network which was undertaken for reasons  unrelated to Y2K, is not
         expected to be  material  to the  Company's  results of  operations  or
         financial condition. All Y2K costs are expensed as incurred.

         The Company is in the process of developing contingency plans for those
         areas which might be affected by Y2K.  Although  the full  consequences
         are unknown,  the failure of either the Company's  critical  systems or
         those of its material third parties to be Y2K compliant could result in
         the  interruption of its business,  which could have a material adverse
         effect on the  results of  operations  or  financial  condition  of the
         Company.


Part II  OTHER INFORMATION

Item 1.  Legal Proceedings

         The Company is from time to time involved in legal proceedings  arising
         in the normal  course of  business.  The Company  believes  there is no
         outstanding  litigation  which  could  have a  material  impact  on its
         financial position or results of operations.

Item 2.  Change in Securities

         Not applicable.

Item 3.  Defaults Upon Senior Securities

         Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holdings

         Not applicable.

Item 5.  Other Information

         Not applicable.

Item 6.  Exhibits and Reports on Form 8-K

6(a)     Exhibits


                                       14


<PAGE>


                  Exhibit Number                       Description
                  --------------                       -----------

                  Exhibit 27                      Financial Data Schedule (filed
                                                  Electronically with SEC only)


6(b)      Reports on Form 8-K

          Form 8-K filed May 19, 1998
          Form 8-K filed August 3, 1998
          Form 8-K/A filed October 2, 1998


                                       15


<PAGE>


                                    SIGNATURE


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





Date:  November 11, 1998     B&G FOODS, INC.




                             By:   /s/Robert C. Cantwell
                                   ---------------------
                                   Robert C. Cantwell
                                   Executive Vice President and Chief Financial
                                   Officer (Principal Financial and Accounting
                                   Officer and Authorized officer)


                                       16


<PAGE>


                                  EXHIBIT INDEX



         Exhibit
         Number                              Description
         -------                             -----------

         27                                  Financial Data Schedule



                                       17