As filed with the Securities and Exchange Commission on May 7, 2001

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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q



  (Mark one)     Quarterly Report Pursuant to Section 13 or 15(d)
     [X]             of the Securities Exchange Act of 1934

                  For the quarterly period ended March 31, 2001

                                       or


                Transition Report Pursuant to Section 13 or 15(d)
     [ ]             of the Securities Exchange Act of 1934

             For the transition period from _________ to _________.

                        Commission file number 333-39813



                                 B&G FOODS, INC.

             (Exact name of Registrant as specified in its charter)

                 Delaware
     (State or other jurisdiction of                    13-3916496
      incorporation or organization)       (I.R.S. Employer Identification No.)

4 Gatehall Drive, Suite 110, Parsippany, New Jersey           07054
   (Address of principal executive offices)                 (Zip Code)

       Registrant's telephone number, including area code: (973) 401-6500


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

     As of March 31, 2001,  B&G Foods,  Inc. had one (1) share of common  stock,
$.01 par value, outstanding, which was owned by an affiliate.

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<PAGE>

                        B&G Foods, Inc. and Subsidiaries
                                      Index

                                                                        Page No.
                                                                        --------

PART I.  FINANCIAL INFORMATION

         Item 1.

              Consolidated Balance Sheets.....................................1

              Consolidated Statements of Operations...........................2

              Consolidated Statements of Cash Flows...........................3

              Notes to Consolidated Financial Statements......................5

         Item 2.  Management's Discussion and Analysis of
                  Financial Condition and Results of Operations...............8

         Item 3.  Quantitative and Qualitative Disclosures about
                  Market Risk.................................................13

PART II. OTHER INFORMATION

         Item 1.  Legal Proceedings...........................................14

         Item 2.  Changes in Securities and Use of Proceeds...................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............................15
                  (a)    Exhibits
                  (b)    Reports on Form 8-K

SIGNATURES

         Index to Exhibits....................................................20




                                      (i)


<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

Item 1.  Financial Statements

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

            Assets                         March 31, 2001      December 30, 2000
                                           --------------      -----------------
                                            (Unaudited)
Current assets:
   Cash and cash equivalents                $     5,551        $    13,433
   Trade accounts receivable, net                20,262             24,171
   Inventories                                   62,058             63,626
   Prepaid expenses                               2,155              2,114
   Net assets held for sale                           -             20,685
   Deferred income taxes                          1,279              1,279
                                              ----------------------------------
      Total current assets                       91,305            125,308

Property, plant and equipment, net               37,024             38,275
Intangible assets, net                          281,533            283,666
Other assets                                      9,291              9,767
                                              ----------------------------------

                                              $ 419,153         $  457,016
                                              ==================================

      Liabilities and Stockholder's Equity

Current liabilities:
   Current installments of long-term debt     $   14,039        $  16,009
   Trade accounts payable                         17,103           24,781
   Accrued expenses                               12,912           15,267
   Due to related party                               84              208
                                              ----------------------------------
      Total current liabilities                   44,138           56,265

Long-term debt                                   285,954          313,314
Deferred income taxes                             31,492           30,500
Other liabilities                                    173              149
                                              ----------------------------------
      Total liabilities                          361,757          400,228

Stockholder's equity:
Common stock, $.01 par value per share.
   Authorized 1,000 shares; issued and
   outstanding 1 share                                 -                -
Additional paid-in capital                        56,342           56,342
Retained earnings                                  1,054              446
                                              ----------------------------------
      Total stockholder's equity                  57,396           56,788
                                              ----------------------------------

                                              $  419,153        $ 457,016
                                              ==================================

                 See notes to consolidated financial statements.

                                       1

<PAGE>


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

<TABLE>
<CAPTION>
                                                                  Thirteen Weeks Ended
                                                              March 31, 2001         April 1, 2000
                                                              --------------         -------------
<S>                                                               <C>                   <C>
Net sales                                                         $   71,956            $  73,394
Cost of goods sold                                                    41,810               41,504
                                                                  -----------            ---------

           Gross profit                                               30,146               31,890

Sales, marketing, and distribution expenses                           18,421               20,839
General and administrative expenses                                    3,499                3,462
Management fees-related party                                            125                  125
Special charge-environmental clean up                                  1,100                    -
                                                                  -----------            ---------

           Operating income                                            7,001                7,464

Other expense:
      Gain on sale of assets                                          (3,112)                   -
      Interest expense                                                 8,513                8,623
                                                                 ------------            ---------

           Income (loss) before income tax expense (benefit)           1,600               (1,159)

Income tax expense (benefit)                                             992                 (603)
                                                                 ------------            ---------

           Net income (loss)                                     $       608             $   (556)
                                                                 ============            =========

</TABLE>

                 See notes to consolidated financial statements.

                                       2

<PAGE>

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

<TABLE>
<CAPTION>

                                                                         Thirteen Weeks Ended
                                                                March 31, 2001           April 1, 2000
                                                                --------------           -------------
<S>                                                                <C>                      <C>
Cash flows from operating activities
      Net income (loss)                                            $      608               $    (556)
      Adjustments to reconcile net income to net cash
        used in operating activities:
           Depreciation and amortization                                3,525                   3,970
           Deferred income tax expense (benefit)                          992                    (603)
           Amortization of deferred debt issuance costs                   476                     413
           Gain on sale of assets                                      (3,112)                      -
           Changes in assets and liabilities, net of effects of
             businesses acquired:
               Trade accounts receivable                                3,909                   7,938
               Inventories                                              1,121                  (1,099)
               Prepaid expenses                                           (62)                    221
               Trade accounts payable                                  (7,678)                 (7,409)
               Accrued expenses                                        (2,355)                 (4,701)
               Due to related parties                                    (124)                   (125)
               Other liabilities                                           24                      25
                                                                      --------                 -------

               Net cash used in operating activities                   (2,676)                 (1,926)
                                                                      --------                 -------

Cash flows from investing activities:
      Capital expenditures                                               (141)                 (1,555)
      Proceeds from sale of assets                                     24,265                       -
                                                                      --------                 -------

               Net cash provided by (used in) investing activities     24,124                  (1,555)
                                                                      --------                 -------

</TABLE>

                                   (continued)

                                       3
<PAGE>


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


<TABLE>
<CAPTION>

                                                                         Thirteen Weeks Ended
                                                                 March 31, 2001          April 1, 2000
                                                                 --------------          -------------
<S>                                                                 <C>                <C>
Cash flows from financing activities:
      Payments of long-term debt                                       (29,330)                (73)
                                                                     ----------            --------

               Net cash used in
                 financing activities                                  (29,330)                (73)
                                                                     ----------           ---------

               Decrease in cash and
                 cash equivalents                                       (7,882)             (3,554)

Cash and cash equivalents at beginning of period                        13,433               7,745
                                                                    -------------------------------

Cash and cash equivalents at end of period                          $    5,551         $     4,191
                                                                    ===============================

Supplemental disclosure of cash flow information -
        Cash paid for:
        Interest                                                    $   11,711         $    11,262
                                                                    ==========         ============

        Income taxes                                                $       42         $        65
                                                                    ===========        ============


                 See notes to consolidated financial statements.

</TABLE>

                                       4


<PAGE>

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

(1)  Basis of Presentation

     The accompanying  unaudited consolidated financial statements of B&G Foods,
     Inc. and subsidiaries (the "Company")  contain all adjustments  (consisting
     only of normal and recurring  adjustments)  necessary to present fairly the
     Company's  consolidated  financial  position  as of March 31,  2001 and the
     results of their  operations  and their cash  flows for the  thirteen  week
     periods ended March 31, 2001 and April 1, 2000.

     The results of operations for the thirteen week period ended March 31, 2001
     is 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 included
     in the Company's  2000 Annual Report on Form 10-K filed with the Securities
     and Exchange Commission on March 13, 2001.

     The Financial  Accounting  Standards  Board ("FASB")  Emerging  Issues Task
     Force  ("EITF")  has  reached  a  consensus  with  respect  to the issue of
     "Accounting for Certain Sales Incentives," including point of sale coupons,
     rebates and free merchandise.  The consensus included a conclusion that the
     value of such sales incentives that result in a reduction of the price paid
     by the customer  should be netted  against  revenue and not classified as a
     sales or marketing  expense.  The Company currently  records  reductions in
     price pursuant to coupons as sales,  marketing and  distribution  expenses.
     Upon the  implementation  of the EITF  consensus,  which is required in the
     first quarter of fiscal 2002, the Company will reclassify current and prior
     period coupon expense as a reduction of net sales.  Coupon expense was $0.3
     million and $0.4 million for the thirteen week periods ended March 31, 2001
     and April 1, 2000,  respectively.  The implementation of the EITF consensus
     will affect  classification  of expenses in the consolidated  statements of
     operations,  but will  not have any  effect  on the  Company's  net  income
     (loss).  The Company  includes  free  merchandise  in cost of goods sold as
     required by the new EITF consensus.

     In the fourth quarter of fiscal 2000, the Company adopted the provisions of
     the FASB's EITF Issue No. 00-10, "Accounting For Shipping and Handling Fees
     and Costs,"  which  requires the Company to report all amounts  billed to a
     customer in a sale transaction as revenue,  including those amounts related
     to  shipping  and  handling.  The Company has  historically  included  such
     amounts in sales as required by the EITF. Prior to such adoption,  however,
     shipping  and  handling  costs  were  included  in  sales,   marketing  and
     distribution expenses. In accordance with the provisions of such EITF Issue
     No. 00-10, the Company has reclassified shipping and handling costs to cost
     of goods sold in its consolidated  statement of operations for the thirteen
     week  period  ended  April 1, 2000.  As a result of this  reclassification,
     previously  reported cost of goods sold increased and sales,  marketing and
     distribution  expenses were decreased by $3.8 million for the thirteen week
     period ended April 1, 2000.

     In April 2001,  the EITF reached a consensus with respect to EITF Issue No.
     00-25,  "Vendor Income  Statement  Characterization  of  Consideration to a
     Purchaser of the Vendor's  Products or Services." The consensus  included a
     conclusion that consideration from a vendor to a retailer is presumed to be
     a reduction to the selling prices of the vendor's products and,  therefore,
     should be  characterized  as a reduction of revenue when  recognized in the
     vendor's income statement.

                                       5

<PAGE>
                        B&G Foods, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                             (dollars in thousands)
                                   (Unaudited)

     That   presumption  can  be  overcome,   and  the   consideration   may  be
     characterized as a cost, if certain conditions are met. Upon implementation
     of the EITF  consensus,  which is required  in the first  quarter of fiscal
     2002,  the  Company  will  reclassify  current  and prior  period  slotting
     expenses as a reduction of net sales.  The Company is currently  evaluating
     the impact of adoption of this EITF consensus.


(2)  Nature of Operations and Business Dispositions

     Nature of Operations

     The Company operates in one industry segment, the manufacturing,  marketing
     and  distribution  of branded,  shelf-stable  food products.  The Company's
     products  include  pickles,  peppers,  jams and  jellies,  canned meats and
     beans,  spices,  syrups, hot sauces, maple syrup, salad dressings and other
     specialty  food  products  which  are sold to  retailers  and food  service
     establishments.  The Company distributes these products to retailers in the
     greater  New York  metropolitan  area  through a  direct-store-organization
     sales and distribution  system and elsewhere in the United States through a
     nationwide network of independent brokers and distributors.

     Sales of a number of the Company's  products tend to be seasonal;  however,
     in the  aggregate,  the  Company's  sales are not  heavily  weighted to any
     particular quarter.  The Company purchases most of the produce used to make
     its  shelf-stable  pickles,  relishes,  peppers,  olives and other  related
     specialty items during the months of July through October, and it purchases
     all of its maple  syrup  requirements  during the  months of April  through
     July. Consequently, its liquidity needs are greatest during these periods.

     Business Dispositions

     On January 17, 2001,  the Company  completed  the sale of its  wholly-owned
     subsidiary,  Burns & Ricker,  Inc.  ("Burns &  Ricker"),  to  Nonni's  Food
     Company,  Inc.  ("Nonni's")  (the "B&R  Disposition")  pursuant  to a stock
     purchase agreement of the same date under which the Company sold all of the
     issued and outstanding capital stock of Burns & Ricker to Nonni's for $26.0
     million in cash.  The gain on the sale, net of  transaction  expenses,  was
     approximately  $3.1 million (subject to certain  adjustments).  The Company
     applied the net cash  proceeds  from the sale of Burns & Ricker  toward the
     partial  prepayment of term loans,  as required under the Company's  Senior
     Secured Credit Facility. See Note 4 below.

(3)  Inventories

     Inventories consist of the following:



                                   March 31, 2001              December 30, 2000
                                   --------------              -----------------
     Raw materials and packaging   $     15,707                $       16,613
     Work in process                      1,170                         1,738
     Finished goods                      45,181                        45,275
                                   ------------                --------------

                                   $     62,058                $       63,626
                                   ============                ==============

                                       6

<PAGE>
                        B&G Foods, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                             (dollars in thousands)
                                   (Unaudited)


(4)  Debt

     The Company has outstanding  $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.  The Notes contain  certain  transfer
     restrictions.

     The Company is a party to a $280,000  Senior Secured  Credit  Facility (the
     "Senior  Secured  Credit  Facility")   comprised  of  a  $60,000  five-year
     revolving credit facility,  a $70,000 five-year Term Loan A ("Term Loan A")
     and a $150,000  seven-year  Term Loan B ("Term Loan B," and  together  with
     Term Loan A, the "Term Loan  Facilities").  Interest is determined based on
     several  alternative  rates as  stipulated  in the  Senior  Secured  Credit
     Facility,  including  the base  lending  rate per annum plus an  applicable
     margin,  or LIBOR plus an  applicable  margin.  The Senior  Secured  Credit
     Facility  is secured by  substantially  all of the  Company's  assets.  The
     Senior  Secured   Credit   Facility   provides  for  mandatory   prepayment
     requirements  based on asset  dispositions  and issuance of securities,  as
     defined.  The Senior Secured Credit Facility  contains  covenants that will
     restrict,  among  other  things,  the  ability  of  the  Company  to  incur
     additional indebtedness, pay dividends and create certain liens. The Senior
     Secured Credit Facility also contains certain financial  covenants,  which,
     among other things,  specify maximum capital  expenditure limits, a minimum
     fixed charge coverage ratio, a minimum total interest  coverage ratio and a
     maximum  indebtedness to EBITDA ratio,  each ratio as defined.  Proceeds of
     the Senior Secured Credit  Facility are restricted to funding the Company's
     working capital  requirements,  capital  expenditures  and  acquisitions of
     companies in the same line of business as the  Company,  subject to certain
     criteria.  The  Senior  Secured  Credit  Facility  limits  expenditures  on
     acquisitions  to $40,000  per year.  There were no  borrowings  outstanding
     under the revolving credit facility at March 31, 2001.


(5)  Environmental Matters


     On  January  17,  2001,  the  Company  became  aware that fuel oil from its
     underground  storage  tank at its  Roseland,  New Jersey  facility had been
     released  into the ground and a brook  adjacent to such  property.  The New
     Jersey Department of Environmental  Protection  ("NJDEP") initially engaged
     an  environmental  services  firm to address  the cleanup of the oil in the
     brook;  and,  with the  approval of the NJDEP,  the Company  retained  such
     environmental  services firm on January 18, 2001 for the same  purpose.  In
     addition,  the Company hired another environmental services firm to address
     the on-site oil impact to subsurface  soils.  Since  January 17, 2001,  the
     Company and its environmental  services firms have been working to clean up
     the oil and are cooperating with the NJDEP.

     Management believes  substantial progress has been made toward the clean-up
     of the oil. The Company will continue  monitoring  the fuel tank  readings,
     sampling  sediment  and  surface  water for  evidence  of any new leaks and
     related clean-up and monitoring  activities.  The Company recorded a charge
     of $1.1 million in the 2001 Quarterly  Period to cover the expected cost of
     the clean-up.  The actual  expenses  incurred in the 2001 Quarterly  Period
     relating to the  clean-up of the oil spill was $0.8  million.  Depending on
     the results of further monitoring and sampling,  the

                                       7
<PAGE>

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


     Company's  obligations may change in the near term. Future  information and
     developments  may require the Company to continually  reassess the expected
     impact of this matter.


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

Results of Operations

         13 week period  ended March 31, 2001  compared to 13 week period  ended
April 1, 2000.

         Net Sales.  Net sales  decreased  $1.4 million or 2.0% to $72.0 million
for the thirteen week period ended March 31, 2001 (the "2001 Quarterly  Period")
from $73.4  million for the thirteen  week period ended April 1, 2000 (the "2000
Quarterly Period").  The B&R Disposition accounted for $4.5 million of the sales
decrease on a comparative  basis. Sales of the Company's B&G branded pickles and
peppers,  Sason branded flavor  enhancers,  Ac'cent branded flavor enhancers and
Regina branded products increased $1.0 million,  $0.6 million,  $0.6 million and
$0.4 million or 8.8%, 70.4%,  19.1% and 12.3%,  respectively.  The Company's new
line of Emeril's Original branded products produced $3.6 million in sales. Sales
of the  Company's  Underwood  brands,  Polaner  brands  and  Joan of Arc  brands
decreased $1.7 million,  $1.0 million and $0.8 million or 27.9%, 8.2% and 20.5%,
respectively.  Sales of the Company's other brands  collectively  increased $0.4
million or 1.3%.

         Gross  Profit.  Gross  profit  decreased  $1.7 million or 5.5% to $30.1
million for the 2001  Quarterly  Period from $31.9 million in the 2000 Quarterly
Period.  Gross profit  expressed as a percentage of net sales decreased to 41.9%
for the 2001 Quarterly Period from 43.5% in the 2000 Quarterly Period. The gross
profit  percentage  decrease of 1.6% included a decrease of 1.0% attributable to
the fact  that  Burns & Ricker  branded  products  are no  longer  in the mix of
products sold by the Company and higher purchase costs relating to the Underwood
and Las Palmas  brands.  The decrease in gross profit was offset by sales of the
new line of Emeril's Original branded products and reduced maple syrup costs.

         Sales,  Marketing  and  Distribution  Expenses.  Sales,  marketing  and
distribution  expenses  decreased  $2.4 million or 11.6% to $18.4 million in the
2001  Quarterly  Period from $20.8 million in the 2000  Quarterly  Period.  Such
expenses  expressed as a percentage of net sales  decreased to 25.6% in the 2001
Quarterly  Period  from  28.4% in the 2000  Quarterly  Period.  Trade  promotion
spending and slotting  expenses  decreased $0.7 million or 5.6%. Trade promotion
spending  as a  percentage  of sales  decreased  to 16.9% in the 2001  Quarterly
Period from 17.5% in the 2000 Quarterly Period.  Coupon and advertising expenses
decreased $0.7 million or 57.7%. Distribution expenses decreased $0.3 million or
20.7%. All other expenses collectively decreased $0.7 million or 3.3%.

         General  and  Administrative   Expenses.   General  and  administrative
expenses  (including  amortization  of intangibles  and management  fees) in the
amount of $3.6 million for the 2001 Quarterly  Period equaled the amount of such
expenses  incurred in the 2000 Quarterly  Period.  A decrease in amortization of
certain  intangibles  in the  amount  of  $0.3  million  disposed  of in the B&R
Disposition  was offset by an increase in operating  expenses of $0.3 million in
the 2001 Quarterly Period.

                                       8
<PAGE>

         Special Charge-Environmental  Clean-Up. As further described below, the
Company recorded a charge of $1.1 million in the 2001 Quarterly Period.

         Operating  Income.  As a  result  of the  foregoing,  operating  income
decreased  $0.5  million or 6.2% to $7.0 million for the 2001  Quarterly  Period
from $7.5 million for the 2000 Quarterly Period. Operating income expressed as a
percentage  of net sales  decreased  to 9.7% in the 2001  Quarterly  Period from
10.2% in the 2000 Quarterly Period.

         Gain  of  Sale  of  Assets.  As  further  described  in  Note  2 of the
consolidated  financial statements,  the Company recorded a $3.1 million gain on
the B&R Disposition.

         Interest  Expense.  Interest  expense  decreased  $0.1  million to $8.5
million for the 2001  Quarterly  Period from $8.6 million in the 2000  Quarterly
Period as a result of lower  outstanding  loan  balances  in the 2001  Quarterly
Period as a result of the  partial  prepayment  of the term  loans  required  in
connection with the B&R Disposition.

         Income Tax Expense.  Income tax expense for the 2001  Quarterly  Period
was $1.0  million as compared  to the income tax benefit of $0.6  million in the
2000 Quarterly Period.  The Company's  effective tax rate for the 2001 Quarterly
Period was 62.0% as compared to 52.0% in the 2000 Quarterly Period.

         Because of the highly leveraged status of the Company,  earnings before
severance charges,  interest,  taxes,  depreciation and amortization  ("Adjusted
EBITDA")  is an  important  performance  measure  used  by the  Company  and its
stockholders.  The Company  believes that Adjusted  EBITDA  provides  additional
information   for   determining   its  ability  to  meet  future  debt   service
requirements.  However, Adjusted EBITDA is not indicative of operating income or
cash flow from  operations as determined  under  generally  accepted  accounting
principles. The Company's Adjusted EBITDA for the thirteen weeks ended March 31,
2001 and April 1, 2000 is calculated as follows (dollars in thousands):

                                                      Thirteen weeks ended
                                                      --------------------
                                              March 31, 2001       April 1, 2000
                                              --------------       -------------

Net income (loss)                                 $   0.6            $    (0.6)
Depreciation and amortization                         3.5                  4.0
Income tax expense (benefit)                          1.0                 (0.6)
Interest expense                                      8.5                  8.6
                                                   ------               ------
EBITDA                                               13.6                 11.4
Special charge-environmental clean up                 1.1                  -
Gain on sale of assets                               (3.1)                 -
                                                   ------              -------
Adjusted EBITDA                                    $ 11.6              $  11.4
                                                   ======              =======

                                       9

<PAGE>

Liquidity and Capital Resources

Cash Flows

         Cash  used in  operating  activities  increased  $0.8  million  to $2.7
million for the 2001  Quarterly  Period from $1.9 million in the 2000  Quarterly
Period. The increase was primarily due to decreases in receivables,  as a result
of a decrease in days sales outstanding and inventory.  Working capital at March
31, 2001 was $47.2 million,  a decrease of $21.9 million over working capital at
December 30, 2000 of $69.0 million.  The decrease in working  capital was due to
the sale of assets in connection with the B&R  Disposition.  In addition,  there
were decreases in cash,  receivables,  inventory,  accrued expenses and accounts
payable.

         Net cash provided by investing activities for the 2001 Quarterly Period
was $24.1  million as compared to net cash used in investing  activities of $1.6
million for the 2000  Quarterly  Period.  The  increase  is due to the  proceeds
received  from the B&R  Disposition  in the  amount  of $24.3  million.  Capital
expenditures during the 2001 Quarterly Period of $0.1 million included purchases
of  manufacturing  and computer  equipment  and were $1.5 million below the $1.6
million in similar capital expenditures for the 2000 Quarterly Period.

         Net cash used in financing activities for the 2001 Quarterly Period was
$29.3 million as compared to $0.1 million for the 2000 Quarterly Period. The net
cash  used by  financing  activities  for the  2001  Quarterly  Period  included
payments of $10.6  million  due on the Term Loan A and $18.7  million due on the
Term Loan B. These  payments  included a mandatory  prepayment  made in January,
2001 of $26.0  million  required  under the Senior  Secured  Credit  Facility in
connection with the B&R Disposition.

Acquisitions

         The Company's  liquidity and capital resources have been  significantly
impacted  by  acquisitions  and may be  impacted  in the  foreseeable  future by
additional acquisitions. The Company has historically financed acquisitions with
borrowings and cash flow from operations.  The Company's future interest expense
is  significant  as a  result  of  indebtedness  the  Company  has  incurred  in
connection  with  its  acquisitions,  and  will  increase  with  any  additional
indebtedness  the Company may incur to finance future  acquisitions,  if any. To
the extent future acquisitions, if any, are financed by additional indebtedness,
the resulting increase in debt and interest expense could have a negative impact
on liquidity.

Special Charge-Environmental Clean Up

         On January 17,  2001,  the Company  became aware that fuel oil from its
underground storage tank at its Roseland,  New Jersey facility had been released
into the ground and a brook adjacent to such property. The New Jersey Department
of  Environmental   Protection  ("NJDEP")  initially  engaged  an  environmental
services  firm to address  the  cleanup of the oil in the brook;  and,  with the
approval of the NJDEP, the Company retained such environmental  services firm on
January 18, 2001 for the same  purpose.  In addition,  the Company hired another
environmental  services  firm to address the  on-site  oil impact to  subsurface
soils. Since January 17, 2001, the Company and its environmental  services firms
have been working to clean up the oil and are cooperating with the NJDEP.

         Management  believes  substantial  progress  has been made  toward  the
clean-up  of the oil.  The  Company  will  continue  monitoring  the  fuel  tank
readings,  sampling sediment and surface water for evidence of any new leaks and
related cleanup and monitoring activities. The Company recorded a charge of $1.1
million in the 2001 Quarterly Period to cover the expected cost of the clean-up.
The actual  expenses  incurred  in the 2001  Quarterly  Period  relating  to the
clean-up of the oil spill was $0.8 million.  Depending on the results of further
monitoring and sampling,  the Company's obligations may change in the near term.
Future  information  and  developments  may require  the Company to  continually
reassess the expected impact of this matter.


                                       10
<PAGE>

Debt

         The Company has  outstanding  $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.  The  Notes  contain  certain  transfer
restrictions.

         The Company is a party to a $280,000  Senior  Secured  Credit  Facility
comprised of a $60,000 five-year revolving credit facility,  a $70,000 five-year
Term Loan A and a $150,000  seven-year Term Loan B. Interest is determined based
on  several  alternative  rates  as  stipulated  in the  Senior  Secured  Credit
Facility,  including the base lending rate per annum plus an applicable  margin,
or LIBOR plus an  applicable  margin.  The Senior  Secured  Credit  Facility  is
secured by substantially all of the Company's assets.  The Senior Secured Credit
Facility  provides  for  mandatory   prepayment   requirements  based  on  asset
dispositions and issuance of securities,  as defined.  The Senior Secured Credit
Facility contains covenants that will restrict,  among other things, the ability
of the  Company  to incur  additional  indebtedness,  pay  dividends  and create
certain  liens.  The  Senior  Secured  Credit  Facility  also  contains  certain
financial  covenants,   which,  among  other  things,  specify  maximum  capital
expenditure  limits,  a minimum  fixed charge  coverage  ratio,  a minimum total
interest  coverage ratio and a maximum  indebtedness to EBITDA ratio, each ratio
as defined.  Proceeds of the Senior  Secured  Credit  Facility are restricted to
funding the Company's  working capital  requirements,  capital  expenditures and
acquisitions  of companies in the same line of business as the Company,  subject
to certain criteria.  The Senior Secured Credit Facility limits  expenditures on
acquisitions to $40,000 per year. There were no borrowings outstanding under the
revolving credit facility at March 31, 2001.

Future Capital Needs

         The Company is highly leveraged. On March 31, 2001, the Company's total
long-term debt (including  current  installments) and  stockholder's  equity was
$300.0 million and $57.4 million, respectively.

         The Company's primary sources of capital are cash flows from operations
and borrowings under a $60.0 million  revolving  credit facility.  The Company's
primary capital requirements include debt service, capital expenditures, working
capital needs and financing for acquisitions.  The Company's ability to generate
sufficient cash to fund its operations  depends  generally on the results of its
operations and the availability of financing. Management believes that cash flow
from operations in conjunction with the available  borrowing  capacity under the
revolving  credit   facility,   net  of  outstanding   letters  of  credit,   of
approximately  $58.7  million  at March  31,  2001,  and  possible  future  debt
financing  will be sufficient  for the  foreseeable  future to meet debt service
requirements,  make future acquisitions,  if any, and fund capital expenditures.
However,  there can be no assurance  in this regard or that the terms  available
for any future financing, if required, would be favorable to the Company.

Seasonality

         Sales  of a  number  of the  Company's  products  tend to be  seasonal;
however,  in the aggregate,  the Company's sales are not heavily weighted to any
particular  quarter.  The Company purchases most of the produce used to make its
shelf-stable  pickles,  relishes,  peppers,  olives and other related  specialty
items during the months of July  through  October,  and it purchases  all of its
maple syrup requirements during the months of April through July.  Consequently,
its liquidity needs are greatest during these periods.



                                       11
<PAGE>

Recent Accounting Pronouncements

         In June 1998, the Financial  Accounting Standards Board ("FASB") issued
Statement on Financial  Accounting  Standards ("SFAS") No. 133,  "Accounting for
Derivative  Instruments and Hedging  Activities."  SFAS No. 133 standardizes 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.  In June  1999,  the FASB  issued  SFAS  No.  137,
"Accounting for Derivative  Instruments and Hedging  Activities-Deferral  of the
Effective  Dates of FASB  Statement No. 133 and Amendment of FASB  Statement No.
133."  SFAS  No.  137  defers  the  effective  date of SFAS No.  133,  requiring
implementation of the provisions of SFAS No. 133 effective January 1, 2001. SFAS
No. 138,  "Accounting  for Certain  Derivative  Instruments  and Certain Hedging
Activities," was issued in June 2000 amending  certain  accounting and reporting
standards of SFAS No. 133. Management believes that the adoption of such revised
accounting  and  reporting  standards on January 1, 2001 did not have a material
impact on the Company's consolidated financial statements.

         At a recent  FASB  Emerging  Issues  Task  Force  ("EITF")  meeting,  a
consensus was reached with respect to the issue of "Accounting for Certain Sales
Incentives," including point of sale coupons, rebates and free merchandise.  The
consensus  included a conclusion  that the value of such sales  incentives  that
result in a reduction of the price paid by the customer should be netted against
revenue  and not  classified  as a  sales  or  marketing  expense.  The  Company
currently  records  reductions in price pursuant to coupons as sales,  marketing
and distribution expenses. Upon the implementation of the EITF consensus,  which
is required in the first  quarter of fiscal 2002,  the Company  will  reclassify
current and prior  period  coupon  expense as a reduction  of net sales.  Coupon
expense was $0.3 million and $0.4 million for the  thirteen  week periods  ended
March 31, 2001 and April 1, 2000,  respectively.  The implementation of the EITF
consensus will affect classification of expenses in the consolidated  statements
of operations,  but will not have any effect on the Company's net income (loss).
The Company  includes free  merchandise in cost of goods sold as required by the
new EITF consensus.

         In  the  fourth  quarter  of  fiscal  2000,  the  Company  adopted  the
provisions  of the FASB's EITF Issue No.  00-10,  "Accounting  For  Shipping and
Handling  Fees and  Costs,"  which  requires  the  Company to report all amounts
billed to a customer in a sale  transaction as revenue,  including those amounts
related to shipping and  handling.  The Company has  historically  included such
amounts  in sales as  required  by the EITF.  Prior to such  adoption,  however,
shipping and handling costs were included in sales,  marketing and  distribution
expenses.  In accordance  with the provisions of such EITF Issue No. 00-10,  the
Company has  reclassified  shipping and handling  costs to cost of goods sold in
its  consolidated  statement of  operations  for the thirteen  week period ended
April 1, 2000. As a result of this reclassification, previously reported cost of
goods sold  increased  and  sales,  marketing  and  distribution  expenses  were
decreased by $3.8 million for the thirteen week period ended April 1, 2000.

         In April 2001,  the EITF reached a consensus with respect to EITF Issue
No. 00-25,  "Vendor Income  Statement  Characterization  of  Consideration  to a
Purchaser  of the  Vendor's  Products or  Services."  The  consensus  included a
conclusion  that  consideration  from a vendor to a retailer is presumed to be a
reduction to the selling prices of the vendor's products and, therefore,  should
be  characterized  as a reduction  of revenue  when  recognized  in the vendor's
income statement. That presumption can be overcome, and the consideration may be
characterized as a cost, if certain  conditions are met. Upon  implementation of
the EITF  consensus,  which is required in the first quarter of fiscal 2002, the
Company  will  reclassify  current  and  prior  period  slotting  expenses  as a
reduction  of net sales.  The  Company  is  currently  evaluating  the impact of
adoption of this EITF consensus.

                                       12

<PAGE>


Forward-Looking Statements

         This report includes "forward-looking statements" within the meaning of
Section 21E of the  Securities  Exchange Act of 1934, as amended.  Statements in
this  report  regarding  future  events  or  conditions,   including  statements
regarding  industry  prospects and the Company's  expected  financial  position,
business and  financing  plans,  are  forward-looking  statements.  Although the
Company  believes  that  the  expectations  reflected  in  such  forward-looking
statements are reasonable,  it can give no assurance that such expectations will
prove to have been correct. Important factors that could cause actual results to
differ  materially from the Company's  expectations are disclosed in this report
as well as the Company's most recent annual report on Form 10-K, and include the
Company's substantial  leverage,  the risks associated with the expansion of the
Company's  business,  the possible  inability  of the Company to  integrate  the
businesses it has acquired,  lower sales volumes for the Company's  products and
higher costs of food product raw  materials,  as well as factors that affect the
food industry  generally.  Readers are cautioned not to place undue  reliance on
these  forward-looking  statements,  which  speak  only as of their  dates.  The
Company   undertakes   no   obligations   to  publicly   update  or  revise  any
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

         In the normal  course of  operations,  the Company is exposed to market
risks arising from adverse changes in interest rates. Market risk is defined for
these  purposes  as the  potential  change in the fair value  resulting  from an
adverse  movement in interest  rates.  As of March 31, 2001,  the Company's only
variable rate borrowings were under the Term Loan Facilities which bear interest
at several alternative variable rates as stipulated in the Senior Secured Credit
Facility. A 100 basis point increase in interest rates, applied to the Company's
borrowings  at March 31, 2001,  would  result in an annual  increase in interest
expense  and a  corresponding  reduction  in  cash-flow  of  approximately  $1.8
million.




                                       13
<PAGE>


                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings

         The Company, in the ordinary course of business, is involved in various
legal proceedings. The Company does not believe the outcome of these proceedings
will have a material  adverse  effect on the  Company's  consolidated  financial
condition, results of operations or liquidity.

Item 2.  Changes in Securities and Use of Proceeds

         Not applicable.

Item 3.  Defaults Upon Senior Securities

         Not applicable.

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

         Not applicable.

Item 5.  Other Information

         Not applicable.




                                       14
<PAGE>


Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits


    EXHIBIT NO.                                   DESCRIPTION
---------------    -------------------------------------------------------------

2.1                Stock  Purchase  Agreement,  dated July 2, 1998, by and among
                   BGH Holdings,  Inc.,  Maple Grove Farms of Vermont,  Inc., Up
                   Country Naturals of Vermont,  Inc., Les Produits Alimentaires
                   Jacques  et  Fils  Inc.,  William  F.  Callahan  and  Ruth M.
                   Callahan.  (Filed with the Securities and Exchange Commission
                   as Exhibit 2.1 to Commission  Filing No.  333-39813 on August
                   3, 1998 and incorporated herein by reference)
2.2                Asset  Purchase  Agreement,  dated as of January 12, 1999, by
                   and among Roseland Distribution  Company,  International Home
                   Foods,  Inc. and M. Polaner,  Inc. (Filed with the Securities
                   and Exchange  Commission as Exhibit 1 to the Company's Report
                   on Form 8-K filed February 19, 1999 and  incorporated  herein
                   by reference)
2.3                Asset and Stock Purchase  Agreement,  dated as of January 28,
                   1999, by and among The Pillsbury Company,  Indivined B.V., IC
                   Acquisition  Company,  Heritage  Acquisition  Corp.  and,  as
                   guarantor,  B&G  Foods,  Inc.  (Filed as  Exhibit  2.1 to the
                   Company's  Report  on  Form  8-K  filed  April  1,  1999  and
                   incorporated herein by reference)
2.4                Stock  Purchase  Agreement,  dated as of January 17, 2001, by
                   and among Nonni's Food  Company,  Inc.,  B&G Foods,  Inc. and
                   Burns & Ricker,  Inc. (Filed with the Securities and Exchange
                   Commission as Exhibit 2 to the  Company's  Report on Form 8-K
                   filed January 30, 2001 and incorporated herein by reference)
3.1                Certificate of Incorporation  of B&G Foods,  Inc. (Filed with
                   the  Securities  and  Exchange  Commission  as Exhibit 3.1 to
                   Amendment No. 1 to  Registration  Statement No.  333-39813 on
                   January 14, 1998 and incorporated herein by reference)
3.2                Bylaws of B&G Foods,  Inc.  (Filed  with the  Securities  and
                   Exchange  Commission  as Exhibit  3.2 to  Amendment  No. 1 to
                   Registration  Statement No. 333-39813 on January 14, 1998 and
                   incorporated herein by reference)
3.3                Certificate of  Incorporation  of BGH Holdings,  Inc.  (Filed
                   with the Securities and Exchange Commission as Exhibit 3.3 to
                   Amendment No. 1 to  Registration  Statement No.  333-39813 on
                   January 14, 1998 and incorporated herein by reference)
3.4                Bylaws of BGH Holdings,  Inc.  (Filed with the Securities and
                   Exchange  Commission  as Exhibit  3.4 to  Amendment  No. 1 to
                   Registration  Statement No. 333-39813 on January 14, 1998 and
                   incorporated herein by reference)
3.5                Intentionally omitted.
3.6                Intentionally omitted.
3.7                Certificate of  Incorporation  of Trappey's Fine Foods,  Inc.
                   (Filed with the Securities and Exchange Commission as Exhibit
                   3.7 to Amendment No. 1

                                       15

<PAGE>


                   to Registration  Statement No.  333-39813 on January 14, 1998
                   and incorporated herein by reference)
3.8                Bylaws  of  Trappey's  Fine  Foods,   Inc.  (Filed  with  the
                   Securities   and  Exchange   Commission  as  Exhibit  3.8  to
                   Amendment No. 1 to  Registration  Statement No.  333-39813 on
                   January 14, 1998 and incorporated herein by reference)
3.9                Certificate of Incorporation  for Bloch & Guggenheimer,  Inc.
                   (Filed with the Securities and Exchange Commission as Exhibit
                   3.9  to  Amendment  No.  1  to  Registration   Statement  No.
                   333-39813  on January  14,  1998 and  incorporated  herein by
                   reference)
3.10               Bylaws  of  Bloch  &  Guggenheimer,   Inc.  (Filed  with  the
                   Securities  and  Exchange   Commission  as  Exhibit  3.10  to
                   Amendment No. 1 to  Registration  Statement No.  333-39813 on
                   January 14, 1998 and incorporated herein by reference)
3.11               Certificate of Incorporation of RWBW Acquisition Corp. (Filed
                   with the Securities  and Exchange  Commission as Exhibit 3.11
                   to Amendment No. 1 to Registration Statement No. 333-39813 on
                   January 14, 1998 and incorporated herein by reference)
3.12               Bylaws of RWBW Acquisition  Corp.  (Filed with the Securities
                   and Exchange Commission as Exhibit 3.12 to Amendment No. 1 to
                   Registration  Statement No. 333-39813 on January 14, 1998 and
                   incorporated herein by reference)
3.13               Intentionally omitted.
3.14               Intentionally omitted.
3.15               Certificate  of   Incorporation   of  Roseland   Distribution
                   Company.  (Filed with the Securities and Exchange  Commission
                   as Exhibit 3.15 to Amendment No. 1 to Registration  Statement
                   No. 333-39813 on January 14, 1998 and incorporated  herein by
                   reference)
3.16               Bylaws of  Roseland  Distribution  Company.  (Filed  with the
                   Securities  and  Exchange   Commission  as  Exhibit  3.16  to
                   Amendment No. 1 to  Registration  Statement No.  333-39813 on
                   January 14, 1998 and incorporated herein by reference)
4.1                Indenture dated as of August 11, 1997 by and among B&G Foods,
                   Inc.,  BGH  Holdings,   Inc.,  RWBW  Acquisition  Corp.,  BRH
                   Holdings,   Inc.,  Bloch  &  Guggenheimer,   Inc.,   Roseland
                   Distribution   Company,   Burns  &  Ricker,   Inc.,  Roseland
                   Manufacturing, Inc., RWBW Brands Company, and The Bank of New
                   York,  as trustee.  (Filed with the  Securities  and Exchange
                   Commission  as  Exhibit  4.1 to  Registration  Statement  No.
                   333-39813  on  November  7, 1997 and  incorporated  herein by
                   reference)
4.2                Form of the  Company's 9% Senior Notes due 2007.  (Filed with
                   the  Securities  and  Exchange  Commission  as Exhibit 4.1 to
                   Registration  Statement No. 333-39813 on November 7, 1997 and
                   incorporated herein by reference)
10.1               Registration  Rights Agreement dated as of August 11, 1997 by
                   and among the Company,  the Guarantors party thereto,  Lehman
                   Brothers,  Inc. and Lazard Freres & Co., LLC. (Filed with the
                   Securities and Exchange

                                       16
<PAGE>

                   Commission  as Exhibit  10.1 to  Registration  Statement  No.
                   333-39813  on  November  7, 1997 and  incorporated  herein by
                   reference)
10.2               Purchase  Agreement  dated  August 6, 1997 among the Company,
                   the Guarantors  party  thereto,  Lehman  Brothers,  Inc., and
                   Lazard  Freres & Co.,  LLC.  (Filed with the  Securities  and
                   Exchange Commission as Exhibit 10.2 to Registration Statement
                   No. 333-39813 on November 7, 1997 and incorporated  herein by
                   reference)
10.3               Intentionally omitted.
10.4               Intentionally omitted.
10.5               Amended and Restated Jams Manufacturing Agreement dated as of
                   March 3, 1997 by and between  Roseland  Manufacturing,  Inc.,
                   and International Home Foods, Inc. (Filed with the Securities
                   and Exchange Commission as Exhibit 10.5 to Amendment No. 2 to
                   Registration  Statement No. 333-39813 on February 4, 1998 and
                   incorporated herein by reference)
10.6               Sales and  Distribution  Agreement dated as of March 19, 1993
                   by and between M. Polaner, Inc. and DSD, Inc. (Filed with the
                   Securities  and  Exchange   Commission  as  Exhibit  10.6  to
                   Amendment No. 2 to  Registration  Statement No.  333-39813 on
                   February 4, 1998 and incorporated herein by reference)
10.7               Spices  Supply  Agreement  dated as of March 19,  1993 by and
                   between  Bloch &  Guggenheimer,  Inc.  and M.  Polaner,  Inc.
                   (Filed with the Securities and Exchange Commission as Exhibit
                   10.7  to  Amendment  No.  2  to  Registration  Statement  No.
                   333-39813  on  February  4, 1998 and  incorporated  herein by
                   reference)
10.8               Transition Services Agreement,  dated as of February 5, 1999,
                   among  International Home Foods,  Inc., M. Polaner,  Inc. and
                   Roseland Distribution Company. (Filed with the Securities and
                   Exchange  Commission as Exhibit 2 to the Company's  Report on
                   Form 8-K filed February 19, 1999 and  incorporated  herein by
                   reference)
10.9               Guaranty, dated as of January 12, 1999, of B&G Foods, Inc. in
                   favor of International Home Foods, Inc. and M. Polaner,  Inc.
                   (Filed with the Securities and Exchange Commission as Exhibit
                   3 to the Company's Report on Form 8-K filed February 19, 1999
                   and incorporated herein by reference)
10.10              Consent, Waiver and Second Amendment, dated as of January 12,
                   1999, to the Second  Amended and Restated  Credit  Agreement,
                   dated as of August  11,  1997,  among B&G  Foods,  Inc.,  the
                   subsidiaries party thereto, Heller Financial,  Inc., as agent
                   and lender, and the other lenders party thereto.  (Filed with
                   the  Securities  and Exchange  Commission as Exhibit 4 to the
                   Company's  Report on Form 8-K  filed  February  19,  1999 and
                   incorporated herein by reference)
10.11              Revolving Credit Agreement, dated as of March 15, 1999, among
                   B&G Foods Holdings Corp., B&G Foods,  Inc., as borrower,  the
                   several  lenders  from  time to time  party  thereto,  Lehman
                   Brothers  Inc.,  as  Arranger,  The  Bank  of  New  York,  as
                   Documentation    Agent,    Heller    Financial,    Inc.,   as
                   Co-Documentation  Agent, and Lehman  Commercial Paper Inc. as
                   Syndication

                                       17
<PAGE>

                   Agent and Administrative  Agent (Filed as Exhibit 10.1 to the
                   Company's  Report  on  Form  10-Q  filed  May  17,  1999  and
                   incorporated herein by reference)
10.12              Term Loan  Agreement,  dated as of March 15, 1999,  among B&G
                   Foods  Holdings  Corp.,  B&G Foods,  Inc.,  as borrower,  the
                   several  lenders  from  time to time  party  thereto,  Lehman
                   Brothers  Inc.,  as  Arranger,  The  Bank  of  New  York,  as
                   Documentation    Agent,    Heller    Financial,    Inc.,   as
                   Co-Documentation Agent, and Lehman Commercial Paper, Inc., as
                   Syndication Agent and Administrative  Agent (Filed as Exhibit
                   10.2 to the Company's  Report on Form 10-Q filed May 17, 1999
                   and incorporated herein by reference)
10.13              Guarantee  and  Collateral  Agreement,  dated as of March 15,
                   1999,  by B&G Foods  Holdings  Corp.,  B&G Foods,  Inc.,  and
                   certain  of its  subsidiaries  in favor of Lehman  Commercial
                   Paper,  Inc., as Administrative  Agent (Filed as Exhibit 10.3
                   to the  Company's  Report on Form 10-Q filed May 17, 1999 and
                   incorporated herein by reference)
10.14              Amended  and  Restated  Securities  Holders  Agreement  dated
                   December 22, 1999 among B&G Foods Holdings Corp.,  Bruckmann,
                   Rosser,  Sherrill & Co., L.P.,  Canterbury  Mezzanine Capital
                   II,  L.P.,  The CIT  Group/Equity  Investments,  Inc. and the
                   Management Stockholders named therein (Filed as Exhibit 10.14
                   to the Company's  Report on Form 10-K filed March 3, 2000 and
                   incorporated herein by reference)
10.15              Amendment,  dated as of May 12,  2000,  to  Revolving  Credit
                   Agreement,  dated as of  March  15,  1999,  among  B&G  Foods
                   Holdings  Corp.,  B&G Foods,  Inc., as borrower,  the several
                   lenders  from time to time  party  thereto,  Lehman  Brothers
                   Inc.,  as Arranger,  The Bank of New York,  as  Documentation
                   Agent, Heller Financial, Inc., as Co-Documentation Agent, and
                   Lehman   Commercial  Paper  Inc.  as  Syndication  Agent  and
                   Administrative Agent (Filed as Exhibit 10.15 to the Company's
                   Report  on Form  10-Q  filed  May 15,  2000 and  incorporated
                   herein by reference)
10.16              Amendment,  dated as of May 12, 2000, to Term Loan Agreement,
                   dated as of March 15, 1999,  among B&G Foods Holdings  Corp.,
                   B&G Foods,  Inc., as borrower,  the several lenders from time
                   to time party thereto, Lehman Brothers Inc., as Arranger, The
                   Bank of New York, as Documentation  Agent,  Heller Financial,
                   Inc., as Co-Documentation Agent, and Lehman Commercial Paper,
                   Inc., as Syndication Agent and Administrative Agent (Filed as
                   Exhibit 10.16 to the Company's  Report on Form 10-Q filed May
                   15, 2000 and incorporated herein by reference)



(b)      Reports on Form 8-K

         Current  Report on Form 8-K dated January 17, 2001 and filed on January
30, 2001 reporting the sale of the Company's  wholly-owned  subsidiary,  Burns &
Ricker, Inc., to Nonni's Food Company, Inc.



                                       18
<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.


Dated:  May 7, 2001              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)



<PAGE>


                                INDEX TO EXHIBITS


    EXHIBIT NO.                                   DESCRIPTION
---------------    -------------------------------------------------------------

2.1                Stock  Purchase  Agreement,  dated July 2, 1998, by and among
                   BGH Holdings,  Inc.,  Maple Grove Farms of Vermont,  Inc., Up
                   Country Naturals of Vermont,  Inc., Les Produits Alimentaires
                   Jacques  et  Fils  Inc.,  William  F.  Callahan  and  Ruth M.
                   Callahan.  (Filed with the Securities and Exchange Commission
                   as Exhibit 2.1 to Commission  Filing No.  333-39813 on August
                   3, 1998 and incorporated herein by reference)
2.2                Asset  Purchase  Agreement,  dated as of January 12, 1999, by
                   and among Roseland Distribution  Company,  International Home
                   Foods,  Inc. and M. Polaner,  Inc. (Filed with the Securities
                   and Exchange  Commission as Exhibit 1 to the Company's Report
                   on Form 8-K filed February 19, 1999 and  incorporated  herein
                   by reference)
2.3                Asset and Stock Purchase  Agreement,  dated as of January 28,
                   1999, by and among The Pillsbury Company,  Indivined B.V., IC
                   Acquisition  Company,  Heritage  Acquisition  Corp.  and,  as
                   guarantor,  B&G  Foods,  Inc.  (Filed as  Exhibit  2.1 to the
                   Company's  Report  on  Form  8-K  filed  April  1,  1999  and
                   incorporated herein by reference)
2.4                Stock  Purchase  Agreement,  dated as of January 17, 2001, by
                   and among Nonni's Food  Company,  Inc.,  B&G Foods,  Inc. and
                   Burns & Ricker,  Inc. (Filed with the Securities and Exchange
                   Commission as Exhibit 2 to the  Company's  Report on Form 8-K
                   filed January 30, 2001 and incorporated herein by reference)
3.1                Certificate of Incorporation  of B&G Foods,  Inc. (Filed with
                   the  Securities  and  Exchange  Commission  as Exhibit 3.1 to
                   Amendment No. 1 to  Registration  Statement No.  333-39813 on
                   January 14, 1998 and incorporated herein by reference)
3.2                Bylaws of B&G Foods,  Inc.  (Filed  with the  Securities  and
                   Exchange  Commission  as Exhibit  3.2 to  Amendment  No. 1 to
                   Registration  Statement No. 333-39813 on January 14, 1998 and
                   incorporated herein by reference)
3.3                Certificate of  Incorporation  of BGH Holdings,  Inc.  (Filed
                   with the Securities and Exchange Commission as Exhibit 3.3 to
                   Amendment No. 1 to  Registration  Statement No.  333-39813 on
                   January 14, 1998 and incorporated herein by reference)
3.4                Bylaws of BGH Holdings,  Inc.  (Filed with the Securities and
                   Exchange  Commission  as Exhibit  3.4 to  Amendment  No. 1 to
                   Registration  Statement No. 333-39813 on January 14, 1998 and
                   incorporated herein by reference)
3.5                Intentionally omitted.
3.6                Intentionally omitted.
3.7                Certificate of  Incorporation  of Trappey's Fine Foods,  Inc.
                   (Filed with the Securities and Exchange Commission as Exhibit
                   3.7  to  Amendment  No.  1  to  Registration   Statement  No.
                   333-39813 on January 14, 1998

<PAGE>

                   and incorporated herein by reference)
3.8                Bylaws  of  Trappey's  Fine  Foods,   Inc.  (Filed  with  the
                   Securities   and  Exchange   Commission  as  Exhibit  3.8  to
                   Amendment No. 1 to  Registration  Statement No.  333-39813 on
                   January 14, 1998 and incorporated herein by reference)
3.9                Certificate of Incorporation  for Bloch & Guggenheimer,  Inc.
                   (Filed with the Securities and Exchange Commission as Exhibit
                   3.9  to  Amendment  No.  1  to  Registration   Statement  No.
                   333-39813  on January  14,  1998 and  incorporated  herein by
                   reference)
3.10               Bylaws  of  Bloch  &  Guggenheimer,   Inc.  (Filed  with  the
                   Securities  and  Exchange   Commission  as  Exhibit  3.10  to
                   Amendment No. 1 to  Registration  Statement No.  333-39813 on
                   January 14, 1998 and incorporated herein by reference)
3.11               Certificate of Incorporation of RWBW Acquisition Corp. (Filed
                   with the Securities  and Exchange  Commission as Exhibit 3.11
                   to Amendment No. 1 to Registration Statement No. 333-39813 on
                   January 14, 1998 and incorporated herein by reference)
3.12               Bylaws of RWBW Acquisition  Corp.  (Filed with the Securities
                   and Exchange Commission as Exhibit 3.12 to Amendment No. 1 to
                   Registration  Statement No. 333-39813 on January 14, 1998 and
                   incorporated herein by reference)
3.13               Intentionally omitted.
3.14               Intentionally omitted.
3.15               Certificate  of   Incorporation   of  Roseland   Distribution
                   Company.  (Filed with the Securities and Exchange  Commission
                   as Exhibit 3.15 to Amendment No. 1 to Registration  Statement
                   No. 333-39813 on January 14, 1998 and incorporated  herein by
                   reference)
3.16               Bylaws of  Roseland  Distribution  Company.  (Filed  with the
                   Securities  and  Exchange   Commission  as  Exhibit  3.16  to
                   Amendment No. 1 to  Registration  Statement No.  333-39813 on
                   January 14, 1998 and incorporated herein by reference)
4.1                Indenture dated as of August 11, 1997 by and among B&G Foods,
                   Inc.,  BGH  Holdings,   Inc.,  RWBW  Acquisition  Corp.,  BRH
                   Holdings,   Inc.,  Bloch  &  Guggenheimer,   Inc.,   Roseland
                   Distribution   Company,   Burns  &  Ricker,   Inc.,  Roseland
                   Manufacturing, Inc., RWBW Brands Company, and The Bank of New
                   York,  as trustee.  (Filed with the  Securities  and Exchange
                   Commission  as  Exhibit  4.1 to  Registration  Statement  No.
                   333-39813  on  November  7, 1997 and  incorporated  herein by
                   reference)
4.2                Form of the  Company's 9% Senior Notes due 2007.  (Filed with
                   the  Securities  and  Exchange  Commission  as Exhibit 4.1 to
                   Registration  Statement No. 333-39813 on November 7, 1997 and
                   incorporated herein by reference)
10.1               Registration  Rights Agreement dated as of August 11, 1997 by
                   and among the Company,  the Guarantors party thereto,  Lehman
                   Brothers,  Inc. and Lazard Freres & Co., LLC. (Filed with the
                   Securities  and  Exchange   Commission  as  Exhibit  10.1  to
                   Registration Statement No. 333-39813 on

<PAGE>

                   November 7, 1997 and incorporated herein by reference)
10.2               Purchase  Agreement  dated  August 6, 1997 among the Company,
                   the Guarantors  party  thereto,  Lehman  Brothers,  Inc., and
                   Lazard  Freres & Co.,  LLC.  (Filed with the  Securities  and
                   Exchange Commission as Exhibit 10.2 to Registration Statement
                   No. 333-39813 on November 7, 1997 and incorporated  herein by
                   reference)
10.3               Intentionally omitted.
10.4               Intentionally omitted.
10.5               Amended and Restated Jams Manufacturing Agreement dated as of
                   March 3, 1997 by and between  Roseland  Manufacturing,  Inc.,
                   and International Home Foods, Inc. (Filed with the Securities
                   and Exchange Commission as Exhibit 10.5 to Amendment No. 2 to
                   Registration  Statement No. 333-39813 on February 4, 1998 and
                   incorporated herein by reference)
10.6               Sales and  Distribution  Agreement dated as of March 19, 1993
                   by and between M. Polaner, Inc. and DSD, Inc. (Filed with the
                   Securities  and  Exchange   Commission  as  Exhibit  10.6  to
                   Amendment No. 2 to  Registration  Statement No.  333-39813 on
                   February 4, 1998 and incorporated herein by reference)
10.7               Spices  Supply  Agreement  dated as of March 19,  1993 by and
                   between  Bloch &  Guggenheimer,  Inc.  and M.  Polaner,  Inc.
                   (Filed with the Securities and Exchange Commission as Exhibit
                   10.7  to  Amendment  No.  2  to  Registration  Statement  No.
                   333-39813  on  February  4, 1998 and  incorporated  herein by
                   reference)
10.8               Transition Services Agreement,  dated as of February 5, 1999,
                   among  International Home Foods,  Inc., M. Polaner,  Inc. and
                   Roseland Distribution Company. (Filed with the Securities and
                   Exchange  Commission as Exhibit 2 to the Company's  Report on
                   Form 8-K filed February 19, 1999 and  incorporated  herein by
                   reference)
10.9               Guaranty, dated as of January 12, 1999, of B&G Foods, Inc. in
                   favor of International Home Foods, Inc. and M. Polaner,  Inc.
                   (Filed with the Securities and Exchange Commission as Exhibit
                   3 to the Company's Report on Form 8-K filed February 19, 1999
                   and incorporated herein by reference)
10.10              Consent, Waiver and Second Amendment, dated as of January 12,
                   1999, to the Second  Amended and Restated  Credit  Agreement,
                   dated as of August  11,  1997,  among B&G  Foods,  Inc.,  the
                   subsidiaries party thereto, Heller Financial,  Inc., as agent
                   and lender, and the other lenders party thereto.  (Filed with
                   the  Securities  and Exchange  Commission as Exhibit 4 to the
                   Company's  Report on Form 8-K  filed  February  19,  1999 and
                   incorporated herein by reference)
10.11              Revolving Credit Agreement, dated as of March 15, 1999, among
                   B&G Foods Holdings Corp., B&G Foods,  Inc., as borrower,  the
                   several  lenders  from  time to time  party  thereto,  Lehman
                   Brothers  Inc.,  as  Arranger,  The  Bank  of  New  York,  as
                   Documentation    Agent,    Heller    Financial,    Inc.,   as
                   Co-Documentation  Agent, and Lehman  Commercial Paper Inc. as
                   Syndication Agent and Administrative  Agent (Filed as Exhibit
                   10.1 to the Company's

<PAGE>

                   Report  on Form  10-Q  filed  May 17,  1999 and  incorporated
                   herein by reference)
10.12              Term Loan  Agreement,  dated as of March 15, 1999,  among B&G
                   Foods  Holdings  Corp.,  B&G Foods,  Inc.,  as borrower,  the
                   several  lenders  from  time to time  party  thereto,  Lehman
                   Brothers  Inc.,  as  Arranger,  The  Bank  of  New  York,  as
                   Documentation    Agent,    Heller    Financial,    Inc.,   as
                   Co-Documentation Agent, and Lehman Commercial Paper, Inc., as
                   Syndication Agent and Administrative  Agent (Filed as Exhibit
                   10.2 to the Company's  Report on Form 10-Q filed May 17, 1999
                   and incorporated herein by reference)
10.13              Guarantee  and  Collateral  Agreement,  dated as of March 15,
                   1999,  by B&G Foods  Holdings  Corp.,  B&G Foods,  Inc.,  and
                   certain  of its  subsidiaries  in favor of Lehman  Commercial
                   Paper,  Inc., as Administrative  Agent (Filed as Exhibit 10.3
                   to the  Company's  Report on Form 10-Q filed May 17, 1999 and
                   incorporated herein by reference)
10.14              Amended  and  Restated  Securities  Holders  Agreement  dated
                   December 22, 1999 among B&G Foods Holdings Corp.,  Bruckmann,
                   Rosser,  Sherrill & Co., L.P.,  Canterbury  Mezzanine Capital
                   II,  L.P.,  The CIT  Group/Equity  Investments,  Inc. and the
                   Management Stockholders named therein (Filed as Exhibit 10.14
                   to the Company's  Report on Form 10-K filed March 3, 2000 and
                   incorporated herein by reference)
10.15              Amendment,  dated as of May 12,  2000,  to  Revolving  Credit
                   Agreement,  dated as of  March  15,  1999,  among  B&G  Foods
                   Holdings  Corp.,  B&G Foods,  Inc., as borrower,  the several
                   lenders  from time to time  party  thereto,  Lehman  Brothers
                   Inc.,  as Arranger,  The Bank of New York,  as  Documentation
                   Agent, Heller Financial, Inc., as Co-Documentation Agent, and
                   Lehman   Commercial  Paper  Inc.  as  Syndication  Agent  and
                   Administrative Agent (Filed as Exhibit 10.15 to the Company's
                   Report  on Form  10-Q  filed  May 15,  2000 and  incorporated
                   herein by reference)
10.16              Amendment,  dated as of May 12, 2000, to Term Loan Agreement,
                   dated as of March 15, 1999,  among B&G Foods Holdings  Corp.,
                   B&G Foods,  Inc., as borrower,  the several lenders from time
                   to time party thereto, Lehman Brothers Inc., as Arranger, The
                   Bank of New York, as Documentation  Agent,  Heller Financial,
                   Inc., as Co-Documentation Agent, and Lehman Commercial Paper,
                   Inc., as Syndication Agent and Administrative Agent (Filed as
                   Exhibit 10.16 to the Company's  Report on Form 10-Q filed May
                   15, 2000 and incorporated herein by reference)