As filed with the Securities and Exchange Commission on July 23, 2003

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


                       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 June 28, 2003

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

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ]  No [X]

     As of July 23, 2003,  B&G Foods,  Inc.  had one (1) share of common  stock,
$.01 par value, outstanding, which was owned by an affiliate.

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



<PAGE>

<TABLE>
<CAPTION>
<S>           <C>                                                                                     <C>

                                        B&G Foods, Inc. and Subsidiaries
                                                     Index

                                                                                                      Page No.
                                                                                                      --------

PART I.       FINANCIAL INFORMATION

         Item 1.    Financial Statements (Unaudited)

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

                Consolidated Statements of Income............................................................2

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

                Notes to Consolidated Financial Statements...................................................4

         Item 2.    Management's Discussion and Analysis of
                    Financial Condition and Results of Operations............................................7

         Item 3.    Quantitative and Qualitative Disclosures about
                    Market Risk.............................................................................15

         Item 4.    Controls and Procedures.................................................................15

PART II.      OTHER INFORMATION

         Item 1.    Legal Proceedings.......................................................................15

         Item 2.    Changes in Securities and Use of Proceeds...............................................16

         Item 3.    Defaults Upon Senior Securities.........................................................16

         Item 4.    Submission of Matters to a Vote of Security Holders.....................................16

         Item 5.    Other Information.......................................................................16

         Item 6.    Exhibits and Reports on Form 8-K........................................................17
                    (a)    Exhibits
                    (b)    Reports on Form 8-K

SIGNATURES

CERTIFICATIONS

INDEX TO EXHIBITS

                                                      (i)

</TABLE>


<PAGE>
<TABLE>
<CAPTION>
<S>                                                               <C>                <C>

                                               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                                         June 28, 2003   December 28, 2002
                                                                  -------------   -----------------
                                                                        (Unaudited)
Current assets:
      Cash and cash equivalents                                   $       13,896     $     15,866
      Trade accounts receivable, net                                      19,336           21,900
      Inventories                                                         69,110           67,536
      Prepaid expenses                                                     3,650            2,024
      Deferred income taxes                                                1,485            1,485
                                                                  -------------------------------
           Total current assets                                          107,477          108,811

Property, plant and equipment, net                                        37,843           37,414
Goodwill                                                                 112,319          112,319
Trademarks          162,781                                              162,781
Other assets                                                               7,977            9,348
                                                                  -------------------------------

                                                                  $      428,397     $    430,673
                                                                  ===============================

           Liabilities and Stockholder's Equity

Current liabilities:
      Current installments of long-term debt                      $        5,670     $        370
      Trade accounts payable                                              19,343           18,826
      Accrued expenses18,140                                              19,425
      Due to related party                                                   208              208
                                                                  -------------------------------
           Total current liabilities                                      43,361           38,829

Long-term debt                                                           258,065          273,426
Deferred income taxes 42,300                                              40,046
Other liabilities                                                            319              291
                                                                  -------------------------------
           Total liabilities                                             344,045          352,592

Stockholder's equity:
Common stock, $.01 par value per share.  Authorized
      1,000 shares; issued and outstanding 1 share                          -                -
Additional paid-in capital                                                56,392           56,392
Retained earnings                                                         27,960           21,689
                                                                  -------------------------------
           Total stockholder's equity                                     84,352           78,081
                                                                  -------------------------------

                                                                  $      428,397     $    430,673
                                                                  ===============================

                           See notes to consolidated financial statements.

                                                 1

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                                 <C>                               <C>

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

                                                         Thirteen Weeks Ended             Twenty-six Weeks Ended
                                                    June 28, 2003    June 29, 2002    June 28, 2003    June 29, 2002
                                                    -------------    -------------    -------------    -------------

Net sales...................................         $   76,369        $   77,850      $  143,823        $  144,060
Cost of goods sold..........................             52,862            53,576         100,250            99,081
                                                     ----------        ----------      ----------        ----------
    Gross profit............................             23,507            24,274          43,573            44,979
Sales, marketing and distribution expenses                8,962             9,439          16,405            17,339
General and administrative expenses.........              1,093             1,311           2,725             2,589
Management fees-related party...............                125               125             250               250
                                                     ----------        ----------      ----------        ----------
    Operating income........................             13,327            13,399          24,193            24,801
Derivative gain.............................                  0           (1,057)               0           (1,057)
Interest expense............................              6,774             6,562          13,997            12,934
                                                     ----------        ----------      ----------        ----------
    Income before income tax expense .......              6,553             7,894          10,196            12,924
Income tax expense .........................              2,523             3,187           3,925             5,199
    Net income .............................         $    4,030        $    4,707      $    6,271        $    7,725
                                                     ==========        ==========      ==========        ==========


                                   See notes to consolidated financial statements.

                                                          2
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                <C>                 <C>

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


                                                                                         Twenty-six Weeks Ended
                                                                                   June 28, 2003       June 29, 2002
                                                                                   -------------       -------------

Cash flows from operating activities:
Net income................................................................         $       6,271       $       7,725
Adjustments to reconcile net income to net cash provided by operating
   activities:
   Depreciation and amortization..........................................                 2,741               2,528
   Deferred income tax expense............................................                 2,254               2,031
   Amortization of deferred debt issuance costs and bond discount.........                 1,487               1,199
   Provision for bad debt.................................................                   585                  39
   Changes in assets and liabilities:
         Trade accounts receivable........................................                 1,979                (232)
         Inventories......................................................                (1,574)               (133)
         Prepaid expenses.................................................                (1,626)             (2,131)
         Other assets.....................................................                    (1)             (1,023)
         Trade accounts payable...........................................                   517              (4,103)
         Accrued expenses.................................................                (1,390)              3,258
         Other liabilities................................................                    28                  28
                                                                                   -------------       -------------
     Net cash provided by operating activities............................                11,271               9,186

Cash flows from investing activities:
   Capital expenditures...................................................                (3,065)             (3,957)
                                                                                   -------------       -------------
     Net cash used in investing activities................................                (3,065)             (3,957)

Cash flows from financing activities:
   Payments of long-term debt.............................................               (10,176)           (104,811)
   Proceeds from issuance of long-term debt...............................                     0              98,760
   Payments of debt issuance costs........................................                     0              (3,654)
                                                                                   -------------       -------------
     Net cash used in financing activities................................               (10,176)             (9,705)

                                                                                   -------------       -------------
     Decrease in cash and cash equivalents................................                (1,970)             (4,476)

Cash and cash equivalents at beginning of period..........................                15,866              15,055
                                                                                   -------------       -------------

Cash and cash equivalents at end of period................................        $       13,896       $      10,579
                                                                                  ==============       =============

Supplemental disclosure of cash flow information - Cash paid for:
     Interest.............................................................        $       12,621       $      17,965
     Income taxes.........................................................        $          337       $         923

                                   See notes to consolidated financial statements.

                                                          3

</TABLE>

<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 its subsidiaries (collectively,  "B&G" or the "Company") contain
all adjustments  (consisting only of normal and recurring adjustments) necessary
to present fairly the Company's  consolidated  financial position as of June 28,
2003 and the results of their  operations  and their cash flows for the thirteen
and twenty-six week periods ended June 28, 2003 and June 29, 2002.

         The results of operations for the thirteen and twenty-six  week periods
ended June 28, 2003 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
included  in the  Company's  2002  Annual  Report  on Form 10-K  filed  with the
Securities and Exchange Commission.

(2)      Adoption of New Accounting Standards

         In June 2001, the Financial  Accounting Standards Board ("FASB") issued
Statement No. 143, "Accounting for Asset Retirement  Obligations." Statement No.
143  requires  the  Company  to  record  the fair  value of an asset  retirement
obligation  as a liability  in the period in which it incurs a legal  obligation
associated  with the retirement of tangible  long-lived  assets that result from
the acquisition, construction, development, and/or normal use of the assets. The
Company also records a corresponding  asset that is depreciated over the life of
the  asset.  Subsequent  to the  initial  measurement  of the  asset  retirement
obligation, the obligation will be adjusted at the end of each period to reflect
the passage of time and changes in the  estimated  future cash flows  underlying
the obligation.  The Company adopted  Statement No. 143 on December 29, 2002 and
such adoption had no effect on the Company's consolidated financial statements.

         In June 2002, the FASB issued Statement No. 146,  "Accounting for Costs
Associated with Exit or Disposal  Activities." This Statement requires companies
to recognize costs  associated with exit or disposal  activities when such costs
are  incurred  rather  than at the date of a  commitment  to an exit or disposal
plan.  Previous  accounting  guidance was  provided by the Emerging  Issues Task
Force ("EITF")  pursuant to Issue No. 94-3,  "Liability  Recognition for Certain
Employee  Termination  Benefits  and Other Costs to Exit an Activity  (including
Certain Costs Incurred in a  Restructuring)"  ("EITF  94-3").  Statement No. 146
replaces EITF 94-3. The Company  adopted this Statement on December 30, 2002 and
will apply it prospectively based on future exit or disposal activity.

(3)      Nature of Operations

         The Company  operates in one industry segment and  manufactures,  sells
and distributes a diverse  portfolio of high quality 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.  Sales  during the first  quarter  of the  fiscal  year are
generally below that of the following three quarters. The Company purchases most
of the produce used to make its shelf-stable pickles, relishes,  peppers, olives
and other related specialty items during the


                                       4

<PAGE>

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.

(4)      Inventories

<TABLE>
<CAPTION>
<S>                                                                   <C>                <C>

         Inventories consist of the following:
                                                                      June 28, 2003       December 28, 2002
                                                                      -------------       -----------------
Raw materials and packaging...................................        $      22,525        $     13,601
Work in process...............................................                1,001               1,623
Finished goods................................................               45,584              52,312
                                                                      -------------        ------------

                                                                      $      69,110        $     67,536
                                                                      =============        ============
</TABLE>

(5)      Debt

         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  ("Revolving  Credit  Facility"),  a $70,000 (initial
amount)  five-year Term Loan A ("Term Loan A"), which has been paid in full, and
a $150,000 (initial amount)  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  prepayments  upon the  occurrence  of certain  events,
including  material asset  dispositions and issuances of securities.  The Senior
Secured Credit Facility  contains  covenants that restrict,  among other things,
the Company's ability 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 and define  maximum
capital  expenditure  limits,  a minimum fixed charge  coverage ratio, a minimum
total interest  coverage  ratio and a maximum  leverage  ratio.  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  additional  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 each of June 28, 2003 and December 28, 2002. At each of June
28, 2003 and December 28, 2002,  letters of credit of approximately  $1,627 were
outstanding  under the Revolving Credit Facility.  The outstanding  balances for
Term Loan A and Term Loan B at June 28, 2003 were $0 and $44,679, respectively.

         The Company  has  outstanding  $220,000  of 9 5/8% Senior  Subordinated
Notes (the "Notes") due August 1, 2007 with  interest  payable  semiannually  on
February 1 and August 1 of each year,  of which  $120,000  principal  amount was
originally issued in August 1997 and $100,000 principal amount (the "New Notes")
was issued by the Company  through a private  offering of the notes completed on
March 7, 2002. The Notes contain  certain  transfer  restrictions.  The proceeds
from the  issuance of the New Notes were used to pay off, in its  entirety,  the
then outstanding balance under Term Loan A, and to reduce the amount outstanding
under Term Loan B, and pay related deferred debt issuance costs.

         As part of a  registration  rights  agreement  dated March 7, 2002, the
Company  agreed to offer to  exchange  an  aggregate  principal  amount of up to
$220,000 of its 9 5/8% Senior Subordinated Notes due 2007 (the "Exchange Notes")
for a like principal amount of its Notes outstanding (the "Exchange Offer"). The
terms of the Exchange  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
New Notes. The Exchange Offer was completed on June 27, 2002.

         The  indentures for the Notes contain  certain  covenants  that,  among
other things,  limit the ability of the Company to incur  additional debt, issue
preferred stock, pay dividends or make certain other restricted



<PAGE>

payments,  enter into certain  transactions with affiliates,  make certain asset
dispositions,  merge or consolidate  with, or transfer  substantially all of its
assets  to,   another   person  or  entity,   encumber   assets  under   certain
circumstances,  restrict dividends and other payments from subsidiaries,  engage
in sale and leaseback  transactions,  issue capital stock,  or engage in certain
business activities.

         The Notes are  redeemable at the option of the Company,  in whole or in
part,  at any time on or after  August 1, 2002 at  104.813%  of their  principal
amount plus accrued and unpaid interest and Liquidated  Damages,  as defined, if
any,  beginning August 1, 2002, and thereafter at prices  declining  annually to
100% on or after August 1, 2005. Upon the occurrence of a Change in Control,  as
defined,  the Company will be required to make an offer to repurchase  the Notes
at a price equal to 101% of the  principal  amount,  together  with  accrued and
unpaid  interest  and  Liquidated  Damages,  as defined,  if any, to the date of
repurchase. The Notes are not subject to any sinking fund requirements.

         On March 21,  2002,  the Company  entered  into an  interest  rate swap
agreement  with a major  financial  institution  pursuant  to which the  Company
agreed to pay a  variable  rate of  three-month  LIBOR  plus 5.65% on a notional
amount of $100,000 in exchange for a fixed rate of 9.625%.  The Company sold the
interest rate swap agreement on August 7, 2002 for $2,524.

(6)      Environmental Matters

         Except  as  described  below,  the  Company  has not made any  material
expenditures  during the  twenty-six  week period ended June 28, 2003 nor during
the fiscal year ended  December  28, 2002 in order to comply with  environmental
laws or  regulations.  Based on its  experience  to date,  B&G believes that the
future cost of compliance with existing  environmental laws and regulations (and
liability for known  environmental  conditions) will not have a material adverse
effect  on its  consolidated  financial  condition,  results  of  operations  or
liquidity.  However, the Company cannot predict what environmental or health and
safety  legislation or regulations will be enacted in the future or how existing
or future laws or regulations will be enforced, administered or interpreted, nor
can the Company predict the amount of future  expenditures  that may be required
in order to  comply  with  such  environmental  or  health  and  safety  laws or
regulations or to respond to such environmental claims.

         In January 2002, the Company was named as a third-party defendant in an
action regarding environmental  liability under the Comprehensive  Environmental
Response,  Compensation and Liability Act, or Superfund, for alleged disposal of
waste by White Cap  Preserves,  an alleged  predecessor  of the Company,  at the
Combe Fill South  Landfill,  a Superfund  site.  White Cap Preserves is a former
subsidiary of M. Polaner, Inc. M. Polaner, Inc. was sold by one of the Company's
former parent companies and was ultimately acquired by International Home Foods,
Inc. In February  2003,  B&G paid $0.1  million in  settlement  of all  asserted
claims  arising from the  disposal of waste by White Cap  Preserves at the Combe
Fill South  Landfill  Superfund  site. In March 2003, a bar order was entered by
the United States District Court for the District of New Jersey  protecting B&G,
subject to a limited re-opener clause, from any claims for contribution, natural
resources damages and certain other claims related to the action until such time
that the litigation is dismissed.

         The  Company is  involved  in various  other  claims and legal  actions
arising in the ordinary  course of business.  In the opinion of management,  the
ultimate  disposition  of these other  matters will not have a material  adverse
effect on the Company's consolidated  financial position,  results of operations
or liquidity.

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

Results of Operations

         13 week  period  ended June 28, 2003  compared to 13 week period  ended
June 29, 2002.

         Net Sales.  Net sales  decreased  $1.5 million or 1.9% to $76.4 million
for the thirteen week period ended June 28, 2003 (the "2003  Quarterly  Period")
from $77.9  million for the thirteen  week period ended June 29, 2002 (the "2002
Quarterly Period").  Sales of the Company's line of Maple Grove Farms Of Vermont
brands,

                                       6

<PAGE>

Las Palmas brands and Bloch & Guggenheimer products increased $0.7 million, $0.7
million  and $0.3  million  or 6.8%,  17.0% and 2.6%,  respectively,  reflecting
higher unit  volume.  These  increases  were more than offset by a reduction  of
sales in B&M Baked Beans, Polaner brands, Accent brand, Regina products and Joan
of Arc brands in the amounts of $1.0 million,  $0.8 million,  $0.4 million, $0.3
million and $0.3 million or 8.6%, 9.0%, 9.1%, 10.3% and 21.5%, respectively. All
other brands decreased $0.4 million or 1.9%.

         Gross  Profit.  Gross  profit  decreased  $0.8 million or 3.2% to $23.5
million for the 2003 Quarterly  Period from $24.3 million for the 2002 Quarterly
Period.  Gross profit  expressed as a percentage of net sales decreased to 30.8%
for the 2003  Quarterly  Period from 31.2% for the 2002  Quarterly  Period.  The
decrease of 0.4% in gross profit percentage is due to increases in cost of maple
syrup  of  0.5%,   common  carrier  costs  of  0.3%  and   under-absorption   at
manufacturing facilities of 0.7%, which was partially offset by savings in trade
spending of 0.8% and reduced costs of co-pack products of 0.5%.

         Sales,  Marketing  and  Distribution  Expenses.  Sales,  marketing  and
distribution  expenses  decreased  $0.5  million or 5.1% to $9.0 million for the
2003  Quarterly  Period from $9.4 million for the 2002  Quarterly  Period.  Such
expenses  expressed as a percentage of net sales  decreased to 11.7% in the 2003
Quarterly  Period from 12.1% in the 2002 Quarterly  Period.  Marketing  spending
decreased  $0.8  million  which was more than  offset  by an  increase  in media
advertising of $0.4 million. Distribution expenses decreased $0.1 million.

         General  and  Administrative   Expenses.   General  and  administrative
expenses and management fees decreased $0.2 million or 15.2% to $1.2 million for
the 2003 Quarterly  Period from $1.4 million in the 2002 Quarterly  Period.  The
decrease of $0.2 million  related to a reduction  in salary and fringe  benefits
costs.

         Operating  Income.  As a  result  of the  foregoing,  operating  income
decreased  $0.1 million or 0.5% to $13.3 million for the 2003  Quarterly  Period
from $13.4 million for the 2002 Quarterly Period.  Operating income expressed as
a percentage of net sales  increased to 17.5% in the 2003 Quarterly  Period from
17.2% in the 2002 Quarterly Period.

         Interest  Expense.  Interest  expense  increased  $0.2  million to $6.8
million for the 2003  Quarterly  Period from $6.6 million in the 2002  Quarterly
Period as a result of higher fixed interest  rates in the 2003 Quarterly  Period
and because the Company is no longer a party to the interest rate swap agreement
that  was in place  during  the  2002  Quarterly  Period.  The  decrease  in the
effective  tax  rate is  primarily  due to the  effect  of  state  tax  planning
initiatives.

         Derivative  Gain.  Income  of $1.1  million  was  recorded  in the 2002
Quarterly  Period  reflecting  the  change  in the fair  value of the  Company's
interest rate swap agreement. See "Debt" below.

         Income Tax Expense.  Income tax expense decreased $0.7 million or 20.8%
to $2.5  million for the 2003  Quarterly  Period  from $3.2  million in the 2002
Quarterly  Period.  The  Company's  effective  tax rate was  38.5%  for the 2003
Quarterly Period and 40.4% for the 2002 Quarterly Period.

         EBITDA. Because of the highly leveraged status of the Company, earnings
before  derivative  gain,   interest,   taxes,   depreciation  and  amortization
("Adjusted EBITDA") is an important  performance measure used by the Company and
its investors.  The Company  believes that Adjusted EBITDA  provides  additional
information for  determining  the Company's  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.  EBITDA and  Adjusted  EBITDA,  as we define  them,  may differ from
similarly named measures used by other entities. The Company's Adjusted


                                       7

<PAGE>

EBITDA  for the  thirteen  weeks  ended  June 28,  2003  and  June  29,  2002 is
calculated as follows (dollars in millions):

                                                       Thirteen weeks ended
                                                       --------------------
                                                June 28, 2003      June 29, 2002
                                                -------------      -------------

Net income                                          $  4.0               $  4.7
Depreciation and amortization                          1.4                  1.3
Income tax expense                                     2.5                  3.2
Interest expense                                       6.8                  6.6
                                                    ------               ------
EBITDA                                                14.7                 15.8
Derivative gain                                        0.0                 (1.1)
                                                    ------              -------
Adjusted EBITDA                                     $ 14.7              $  14.7
                                                    ======              =======


26 week  period  ended June 28, 2003  compared to 26 week period  ended June 29,
2002.

         Net Sales.  Net sales  decreased $0.2 million or 0.2% to $143.8 million
for the  twenty-six  week  period  ended June 28,  2003 (the "2003  Year-to-Date
Period") from $144.1 million for the twenty-six  week period ended June 29, 2002
(the "2002  Year-to-Date  Period").  Sales of the  Company's  line of  Underwood
brands,  Maple Grove Farms Of Vermont  brands,  Las Palmas  brands,  and Bloch &
Guggenheimer  products  increased $1.2 million,  $0.8 million,  $0.8 million and
$0.6 million or 12.9%, 4.1%, 9.9% and 2.6%, respectively, reflecting higher unit
volume.  These  increases  were more than offset by a reduction  of sales in B&M
Baked Beans, Regina products,  Accent brand, Joan of Arc brands, Polaner brands,
and Vermont  Maid  brands in the amounts of $0.7  million,  $0.6  million,  $0.6
million,  $0.4 million, $0.4 million and $0.3 million or 4.1%, 8.8%, 6.4%, 9.3%,
2.1% and 24.8%, respectively. All other brands decreased $0.6 million or 3.0%.

         Gross  Profit.  Gross  profit  decreased  $1.4 million or 3.1% to $43.6
million  for the  2003  Year-to-Date  Period  from  $45.0  million  for the 2002
Year-to-Date  Period.  Gross  profit  expressed  as a  percentage  of net  sales
decreased  to 30.3% for the 2003  Year-to-Date  Period  from  31.2% for the 2002
Year-to-Date  Period.  The decrease of 0.9% in gross profit percentage is due to
an  increase  in cost of maple  syrup of 0.6% and other raw  materials  of 0.2%,
under-absorption  at  manufacturing  facilities  of 0.6%,  partially  offset  by
savings in co-pack products of 0.5%.

         Sales,  Marketing  and  Distribution  Expenses.  Sales,  marketing  and
distribution  expenses  decreased  $0.9 million or 5.4% to $16.4 million for the
2003 Year-to-Date  Period from $17.3 million for the 2002  Year-to-Date  Period.
Such expenses  expressed as a percentage of net sales  decreased to 11.4% in the
2003 Year-to-Date Period from 12.0% in the 2002 Year-to-Date  Period.  Marketing
costs  decreased  $0.6  million or 9.6% and  warehousing  costs  decreased  $0.3
million or 12.4% due to reductions in headcount.

         General  and  Administrative   Expenses.   General  and  administrative
expenses and management  fees increased $0.1 million or 4.8% to $3.0 million for
the 2003 Year-to-Date Period from $2.8 million in the 2002 Year-to-Date  Period.
Included in the 2003 Year-to-Date Period is a bad debt write-off of $0.6 million
relating  to Fleming  Companies,  Inc.  ("Fleming"),  which filed for Chapter 11
bankruptcy  on April 1, 2003.  All other  general  and  administrative  expenses
decreased $0.5 million.

         Operating  Income.  As a  result  of the  foregoing,  operating  income
decreased $0.6 million or 2.5% to $24.2 million for the 2003 Year-to-Date Period
from $24.8 million for the 2002 Year-to-Date Period.  Operating income expressed
as a percentage of net sales decreased to 16.8% in the 2003 Year-to-Date  Period
from 17.2% in the 2002 Year-to-Date Period.

         Derivative  Gain.  Income  of $1.1  million  was  recorded  in the 2002
Year-to-Date  Period  reflecting  the change in the fair value of the  Company's
interest rate swap agreement. See "Debt" below.


                                       8

<PAGE>

         Interest  Expense.  Interest  expense  increased  $1.1 million to $14.0
million  for the  2003  Year-to-Date  Period  from  $12.9  million  in the  2002
Year-to-Date  Period  as a result  of higher  fixed  interest  rates in the 2003
Year-to-Date Period as a result of the issuance of the New Notes and the related
refinancing at the end of the first fiscal quarter of 2002.

         Income Tax Expense.  Income tax expense decreased $1.3 million or 24.5%
to $3.9 million for the 2003  Year-to-Date  Period from $5.2 million in the 2002
Year-to-Date  Period.  The  Company's  effective tax rate was 38.5% for the 2003
Year-to-Date Period and 40.2% for the 2002 Year-to-Date  Period. The decrease in
the  effective  tax rate is  primarily  due to the effect of state tax  planning
initiatives.

         EBITDA. Because of the highly leveraged status of the Company, earnings
before  derivative  gain,   interest,   taxes,   depreciation  and  amortization
("Adjusted EBITDA") is an important  performance measure used by the Company and
its investors.  The Company  believes that Adjusted EBITDA  provides  additional
information for  determining  the Company's  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.  EBITDA and  Adjusted  EBITDA,  as we define  them,  may differ from
similarly named measures used by other entities.  The Company's  Adjusted EBITDA
for the twenty-six  weeks ended June 28, 2003 and June 29, 2002 is calculated as
follows (dollars in millions):

                                                    Twenty-six weeks ended
                                                    ----------------------
                                              June 28, 2003       June 29, 2002
                                              -------------       -------------

Net income (1)                                  $  6.3              $   7.7
Depreciation and amortization                      2.7                  2.5
Income tax expense                                 3.9                  5.2
Interest expense                                  14.0                 13.0
                                                ------              -------
EBITDA                                            26.9                 28.4
Derivative gain                                    0.0                 (1.1)
                                                ------              -------
Adjusted EBITDA                                 $ 26.9              $  27.3
                                                ======              =======

(1) NET INCOME  INCLUDES A BAD DEBT EXPENSE  INCURRED FOR THE  TWENTY-SIX  WEEKS
ENDED JUNE 28,  2003 OF $0.6  MILLION  ($0.4  MILLION , NET OF TAX)  RELATING TO
FLEMING WHICH FILED FOR CHAPTER 11 BANKRUPTCY ON APRIL 1, 2003.


Liquidity and Capital Resources

Cash Flows

         Cash provided by operating  activities  increased $2.1 million to $11.3
million  for the 2003  Year-to-Date  Period  from  cash  provided  by  operating
activities of $9.2 million in the 2002 Year-to-Date Period. The increase was due
to a decrease in trade accounts  receivable and an increase in accounts payable,
which was  partially  offset by an increase in  inventory  and a decrease in net
income.  Working capital at June 28, 2003 was $64.1 million,  a decrease of $5.9
million over working capital at December 28, 2002 of $70.0 million.  This change
in working capital is primarily due to a shift in $5.4 million in long-term debt
becoming current.

         Net cash used in investing  activities for the 2003 Year-to-Date Period
was $3.1  million as compared to net cash used in investing  activities  of $4.0
million for the 2002 Year-to-Date  Period.  Capital expenditures during the 2003
Year-to-Date  Period of $3.1 million  included  purchases of  manufacturing  and
computer  equipment  and were $0.9  million  below the $4.0  million  in similar
capital expenditures for the 2002 Year-to-Date Period.


                                       9
<PAGE>

         Net cash used in financing  activities for the 2003 Year-to-Date Period
was $10.2 million as compared to $9.7 million for the 2002 Year-to-Date  Period.
The net cash used by financing activities for the 2003 Quarterly Period included
the Company's  required $0.2 million  quarterly payment under Term Loan B and an
additional  prepayment  of $10.0 million under Term Loan B. The net cash used by
financing  activities  for the 2002  Year-to-Date  Period  included  payments of
deferred debt financing fees of $3.7 million,  a payment of $38.3 million toward
the remaining  balance of Term Loan A and a partial  prepayment of $66.2 million
toward Term Loan B. These  payments  totaled  $104.5  million and included $95.8
million in  prepayments  of Term Loan A and Term Loan B, the Company's  required
$0.2 million quarterly payment under Term Loan B and an additional prepayment of
$8.5 million under Term Loan B. In addition,  a payment of $0.3 million was made
toward  capital  leases in the 2002  Year-to-Date  Period.  The net cash used in
financing  activities for the 2002 Year-to-Date  Period were partially offset by
the proceeds received from the issuance of the New Notes.

Acquisitions

         The Company's  liquidity  and capital  resources may be impacted in the
foreseeable  future by  additional  acquisitions.  The Company has  historically
financed  acquisitions  with  borrowings  and cash  flows from  operations.  The
Company's future interest expense 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.

Environmental Clean-Up

         Except  as  described  below,  the  Company  has not made any  material
expenditures  during the  twenty-six  week period ended June 28, 2003 nor during
the fiscal year ended  December  28, 2002 in order to comply with  environmental
laws or  regulations.  Based on its  experience  to date,  B&G believes that the
future cost of compliance with existing  environmental laws and regulations (and
liability for known  environmental  conditions) will not have a material adverse
effect  on its  consolidated  financial  condition,  results  of  operations  or
liquidity.  However, the Company cannot predict what environmental or health and
safety  legislation or regulations will be enacted in the future or how existing
or future laws or regulations will be enforced, administered or interpreted, nor
can the Company predict the amount of future  expenditures  that may be required
in order to  comply  with  such  environmental  or  health  and  safety  laws or
regulations or to respond to such environmental claims.

         In January 2002, the Company was named as a third-party defendant in an
action regarding environmental  liability under the Comprehensive  Environmental
Response,  Compensation and Liability Act, or Superfund, for alleged disposal of
waste by White Cap  Preserves,  an alleged  predecessor  of the Company,  at the
Combe Fill South  Landfill,  a Superfund  site.  White Cap Preserves is a former
subsidiary of M. Polaner, Inc. M. Polaner, Inc. was sold by one of the Company's
former parent companies and was ultimately acquired by International Home Foods,
Inc. In February  2003,  B&G paid $0.1  million in  settlement  of all  asserted
claims  arising from the  disposal of waste by White Cap  Preserves at the Combe
Fill South  Landfill  Superfund  site. In March 2003, a bar order was entered by
the United States District Court for the District of New Jersey  protecting B&G,
subject to a limited re-opener clause, from any claims for contribution, natural
resources damages and certain other claims related to the action until such time
that the litigation is dismissed.

Debt

         The Company has outstanding $220 million of 9 5/8% Senior  Subordinated
Notes due August 1, 2007 with interest  payable  semiannually  on February 1 and
August 1 of each year.  The 9 5/8% Senior  Subordinated  Notes  contain  certain
transfer restrictions.

         The Company is a party to a $280 million Senior Secured Credit Facility
("Senior  Secured  Credit  Facility")  comprised  of  a  $60  million  five-year
Revolving Credit Facility ("Revolving Credit Facility"), a $70 million five-year
Term Loan A ("Term  Loan A"),  which has been paid in full,  and a $150  million
seven-year  Term Loan B ("Term Loan B" and together  with Term Loan A, the "Term
Loan Facilities").  Interest is

                                       10

<PAGE>

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  prepayments upon the occurrence
of certain  events,  including  material  asset  dispositions  and  issuances of
securities. The Senior Secured Credit Facility contains covenants that restrict,
among other things, the Company's ability 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 and
define  maximum  capital  expenditure  limits,  a minimum fixed charge  coverage
ratio, a minimum total interest  coverage  ratio and a maximum  leverage  ratio.
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
additional  criteria.  The Senior Secured Credit Facility limits expenditures on
acquisitions to $40 million per year. There were no borrowings outstanding under
the Revolving  Credit  Facility at June 28, 2003.  At June 28, 2003,  letters of
credit of  approximately  $1,627 were  outstanding  under the  Revolving  Credit
Facility.  The outstanding  balances for Term Loan A and Term Loan B at June 28,
2003 were $0 and $44.7 million, respectively.

Future Capital Needs

         The Company is highly leveraged.  On June 28, 2003, the Company's total
long-term debt (including  current  installments) and  stockholder's  equity was
$263.7 million and $84.4 million, respectively.

         The Company's primary sources of capital are cash flows from operations
and  borrowings  under the Revolving  Credit  Facility.  The  Company's  primary
capital requirements  include debt service,  capital  expenditures,  and working
capital needs.  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 flows from operations
in conjunction with the available  borrowing capacity under the Revolving Credit
Facility,  net of outstanding  letters of credit, of approximately $59.0 million
at  June  28,  2003,  will be  sufficient  for the  foreseeable  future  to fund
operations, meet debt service requirements, and fund capital expenditures.

Seasonality

         Sales of a number of the Company's products tend to be seasonal. In the
aggregate,  however,  the  Company's  sales  are  not  heavily  weighted  to any
particular  quarter.  Sales  during the first  quarter  of the  fiscal  year are
generally below that of the following three quarters. 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.

Recent Accounting Pronouncements

         In June 2001, the Financial  Accounting Standards Board ("FASB") issued
Statement No. 143, "Accounting for Asset Retirement  Obligations." Statement No.
143  requires  the  Company  to  record  the fair  value of an asset  retirement
obligation  as a liability  in the period in which it incurs a legal  obligation
associated  with the retirement of tangible  long-lived  assets that result from
the acquisition, construction, development, and/or normal use of the assets. The
Company also records a corresponding  asset that is depreciated over the life of
the  asset.  Subsequent  to the  initial  measurement  of the  asset  retirement
obligation, the obligation will be adjusted at the end of each period to reflect
the passage of time and changes in the  estimated  future cash flows  underlying
the obligation.  The Company adopted  Statement No. 143 on December 29, 2002 and
such adoption had no effect on the Company's consolidated financial statements.

         In June 2002, the FASB issued Statement No. 146,  "Accounting for Costs
Associated with Exit or Disposal  Activities." This Statement requires companies
to recognize costs  associated with exit or disposal  activities when such costs
are  incurred  rather  than at the date of a  commitment  to an exit or disposal
plan.  Previous  accounting  guidance was  provided by the Emerging  Issues Task
Force ("EITF")  pursuant to Issue

                                       11
<PAGE>

No. 94-3,  "Liability  Recognition for Certain Employee Termination Benefits and
Other  Costs  to  Exit  an  Activity  (including  Certain  Costs  Incurred  in a
Restructuring)" ("EITF 94-3"). Statement No. 146 replaces EITF 94-3. The Company
adopted  this  Statement  on December  30, 2002 and will apply it  prospectively
based on future exit or disposal activity.

Related-Party Transactions

         The  Company  is  party  to a  management  agreement  (the  "Management
Agreement")  with  Bruckmann,  Rosser,  Sherrill & Co., Inc. ("BRS & Co."),  the
manager of Bruckmann,  Rosser,  Sherrill & Co., L.P. ("BRS"),  pursuant to which
BRS & Co. is paid an annual fee of  $500,000  per year for  certain  management,
business  and  organizational  strategy,  and merchant  and  investment  banking
services.  BRS  and its  affiliates,  together  with  members  of the  Company's
management and Board of Directors,  own B&G Foods  Holdings Corp.  ("Holdings"),
the sole stockholder of the Company. The Management Agreement will expire on the
earlier of December 27, 2006 and the date on which BRS owns less than 20% of the
outstanding common stock of Holdings. The Company is also party to a transaction
services  agreement  pursuant to which BRS & Co. will be paid a transaction  fee
for management,  financial and other corporate advisory services rendered by BRS
& Co. in connection with acquisitions by the Company,  which fee will not exceed
1.0% of the total transaction value.

         The Company  leases a  manufacturing  and  warehouse  facility from the
Chairman of the Board of Directors of the Company under an operating lease which
expires in April 2009. Total rent expense for such  manufacturing  and warehouse
facility in fiscal 2002 was $769,000.

         Holdings  has an  Incentive  Stock  Option  Plan (the  "Plan")  for key
employees of the Company.  The Plan authorizes options for up to 6,700 shares of
Holdings'  common stock. The Plan provides for grants of incentive stock options
or non-qualified stock options to employees of the Company.  Under the Plan, the
Board of Directors of Holdings determines the exercise price of options granted,
which, in the case of incentive  stock options,  cannot be less than fair value.
All option  grants have been made at fair value as  determined  by a third party
valuation.  Options  expire up to ten years from the grant date and vest ratably
over five  years.  No options  were  granted  in fiscal  2002 or during the 2003
Year-to-Date Period. As of June 28, 2003, 6,625 options were outstanding, all of
which were incentive stock options.

Critical Accounting Policies

         The Securities and Exchange  Commission has issued disclosure  guidance
for  "critical  accounting  policies."  The  SEC  defines  "critical  accounting
policies" as those that require  application  of  management's  most  difficult,
subjective or complex judgments, often as a result of the need to make estimates
about the  effect of matters  that are  inherently  uncertain  and may change in
subsequent periods.

         Management is required to make certain estimates and assumptions during
the  preparation  of  consolidated   financial  statements  in  accordance  with
accounting principles generally accepted in the United States of America.  These
estimates and  assumptions  impact the reported amount of assets and liabilities
and  disclosures  of  contingent  assets and  liabilities  as of the date of the
consolidated  financial  statements.  Estimates  and  assumptions  are  reviewed
periodically  and the effects of revisions  are  reflected  in the  consolidated
financial  statements in the period they are determined to be necessary.  Actual
results could differ from those estimates.

         The  significant  accounting  policies  are  described in Note 2 of the
notes to consolidated financial statements included in the Company's 2002 Annual
Report on Form 10-K. Not all of these  significant  accounting  policies require
management  to make  difficult,  subjective  or complex  judgments or estimates.
However,  the  following  policies  are  deemed to be  critical  within  the SEC
definition.

                                       12

<PAGE>

Trade and Consumer Promotion Expenses

         The Company  offers various sales  incentive  programs to customers and
consumers, such as price discounts, in-store display incentives,  slotting fees,
and  coupons.  The  recognition  of expense for these  programs  involves use of
judgment  related to performance  and redemption  estimates.  Estimates are made
based on historical experience and other factors.  Actual expenses may differ if
the level of redemption rates and performance vary from estimates.

Inventories

         Inventories  are  valued at the lower of cost or market  value and have
been reduced by an allowance for excess,  obsolete and  unsaleable  inventories.
The estimate is based on management's  review of inventories on hand compared to
estimated future usage and sales.

Long-Lived Assets

         Long-lived assets, such as property, plant, and equipment, are reviewed
for impairment  whenever  events or changes in  circumstances  indicate that the
carrying amount of an asset may not be recoverable.  Recoverability of assets to
be held and used is measured by a comparison of the carrying  amount of an asset
to  estimated  undiscounted  future cash flows  expected to be  generated by the
asset.  If the carrying  amount of an asset  exceeds its  estimated  future cash
flows,  an  impairment  charge is recognized by the amount by which the carrying
amount of the asset exceeds the fair value of the asset.

         Goodwill and intangible assets (trademarks) not subject to amortization
are  tested  annually  for  impairment,  and  are  tested  for  impairment  more
frequently  if  events  and  circumstances  indicate  that  the  asset  might be
impaired.  An  impairment  loss is  recognized  to the extent that the  carrying
amount exceeds the asset's fair value.

Deferred Income Taxes

         Deferred  tax assets have been  recorded by the  Company,  a portion of
which  represents net operating loss  carryforwards.  A valuation  allowance has
been recorded for certain state net operating loss  carryforwards.  In assessing
the  realizability of deferred tax assets,  management  considers  whether it is
more likely than not that some  portion or all of the  deferred  tax assets will
not be realized.  The ultimate  realization  of deferred tax assets is dependent
upon the  generation of future  taxable income during the periods in which those
temporary  differences  become  deductible.  Management  considers the scheduled
reversal of deferred tax liabilities,  projected future taxable income,  and tax
planning strategies in making this assessment.  In the event that actual results
differ from these  estimates or these  estimates are adjusted in future periods,
the Company may need to establish  additional  valuation  allowances which could
materially impact its results of operations.

Commitments and Contractual Obligations

         Our  contractual   obligations  and  commitments   principally  include
obligations  associated  with  our  outstanding  indebtedness,   future  minimum
operating  lease  obligations  and management fees as set forth in the following
table as of June 28, 2003:

                                       13
<PAGE>

<TABLE>
<CAPTION>
<S>                                        <C>         <C>          <C>         <C>          <C>          <C>

                                                Payments Due by Period
                                                    (In thousands)
Contractual Obligations:                   Total       Year 1       Year 2      Year 3       Year 4       Year 5 and
------------------------                   -----       -------      ------      ------       ------       ----------
                                                                                                          thereafter
                                                                                                          ----------

Long-term debt                            $263,735       $5,670     $21,999      $17,010         $0         $219,056
Operating leases                            13,783        3,831       3,251        2,574      1,422            2,705
Management fees                              1,250          500         500          250          0                0
                                          --------      -------     -------      -------     ------         --------
Total contractual cash obligations        $278,768      $10,001     $25,750      $19,834      1,422         $221,761
                                          ========      =======     =======      =======     ======         ========

</TABLE>

Forward-Looking Statements

         This report includes "forward-looking statements" within the meaning of
Section 21E of the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act").  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,  terrorist  attacks,
increased competition,  environmental  liabilities,  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 of financial  asset or
liability  resulting from an adverse  movement in interest rates. As of June 28,
2003, the Company's only variable rate borrowings were under Term Loan B and the
Revolving Credit Facility,  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 June 28,
2003, would result in an annual increase in interest expense and a corresponding
reduction in cash flow of approximately $0.3 million.

         The  Company  also  has  outstanding  $220  million  of 9  5/8%  Senior
Subordinated  Notes due August 1, 2007 with  interest  payable  semiannually  on
February 1 and August 1 of each year, of which $120 million principal amount was
originally issued in August 1997 and $100 million principal amount was issued by
the Company through a private  offering of the notes completed on March 7, 2002.
The fair value of the $220 million Senior  Subordinated  Notes at June 28, 2003,
based on quoted market prices, was $226.6 million.

Item 4.  Control and Procedures

         As required by Rule 13a-15 under the Exchange  Act,  within the 90 days
prior to the filing date of this report,  the Company  carried out an evaluation
of the  effectiveness  of the design and operation of the  Company's  disclosure
controls and  procedures.  This evaluation was carried out under the supervision
and with the participation of the Company's management,  including the Company's
President and Chief Executive Officer and the Company's Chief Financial Officer.
Based upon that evaluation,  the Company's President and Chief Executive Officer
and  the  Company's  Chief  Financial   Officer  concluded  that  the  Company's
disclosure  controls and procedures  are  effective.  Subsequent to the date the
Company  carried out its evaluation,  there have been no significant  changes in
the Company's  internal  controls or in other factors which could  significantly
affect internal controls.

                                       14

<PAGE>

         Disclosure  controls and procedures  are controls and other  procedures
that are designed to ensure that information required to be disclosed in Company
reports  filed or  submitted  under the  Exchange  Act is  recorded,  processed,
summarized and reported, within the time periods specified in the Securities and
Exchange  Commission's  rules and  forms.  Disclosure  controls  and  procedures
include,  without  limitation,  controls and procedures  designed to ensure that
information required to be disclosed in Company reports filed under the Exchange
Act is accumulated and communicated to management, including the Company's Chief
Executive Officer and Chief Financial Officer,  as appropriate,  to allow timely
decisions regarding required disclosure.

                                     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.

         In January 2002, the Company was named as a third-party defendant in an
action regarding environmental  liability under the Comprehensive  Environmental
Response,  Compensation and Liability Act, or Superfund, for alleged disposal of
waste by White Cap  Preserves,  an alleged  predecessor  of the Company,  at the
Combe Fill South  Landfill,  a Superfund  site.  White Cap Preserves is a former
subsidiary of M. Polaner, Inc. M. Polaner, Inc. was sold by one of the Company's
former parent companies and was ultimately acquired by International Home Foods,
Inc. In February  2003,  B&G paid $0.1  million in  settlement  of all  asserted
claims  arising from the  disposal of waste by White Cap  Preserves at the Combe
Fill South  Landfill  Superfund  site. In March 2003, a bar order was entered by
the United States District Court for the District of New Jersey  protecting B&G,
subject to a limited re-opener clause, from any claims for contribution, natural
resources damages and certain other claims related to the action until such time
that the litigation is dismissed.

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.






                                       15
<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).
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                     Certificate  of  Incorporation  of Maple Groves Farms of
                        Vermont,  Inc.  (Filed with the  Securities and Exchange
                        Commission   as  Exhibit  3.5  to  Amendment  No.  1  to
                        Registration  Statement No. 333-86062 on May 9, 2002 and
                        incorporated herein by reference)
3.6                     Bylaws of Maple  Groves  Farms of Vermont,  Inc.  (Filed
                        with the Securities  and Exchange  Commission as Exhibit
                        3.6 to Amendment  No. 1 to  Registration  Statement  No.
                        333-86062  on May 9,  2002 and  incorporated  herein  by
                        reference)
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  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)

                                       16
<PAGE>

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                    Certificate   of    Incorporation    of   Les   Produits
                        Alimentaires  Jacques  Et  Fils,  Inc.  (Filed  with the
                        Securities  and Exchange  Commission  as Exhibit 3.13 to
                        Amendment No. 1 to Registration  Statement No. 333-86062
                        on May 9, 2002 and incorporated herein by reference)
3.14                    Bylaws of Les  Produits  Alimentaires  Jacques  Et Fils,
                        Inc. (Filed with the Securities and Exchange  Commission
                        as  Exhibit  3.14 to  Amendment  No.  1 to  Registration
                        Statement No.  333-86062 on May 9, 2002 and incorporated
                        herein by reference)
3.15                    Certificate of  Incorporation  of Polaner,  Inc.  (f/k/a
                        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 Polaner,  Inc.  (f/k/a  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)
3.17                    Certificate  of  Incorporation  of Heritage  Acquisition
                        Corp. (Filed with the Securities and Exchange Commission
                        as  Exhibit  3.17 to  Amendment  No.  1 to  Registration
                        Statement No.  333-86062 on May 9, 2002 and incorporated
                        herein by reference)
3.18                    Bylaws of  Heritage  Acquisition  Corp.  (Filed with the
                        Securities  and Exchange  Commission  as Exhibit 3.18 to
                        Amendment No. 1 to Registration  Statement No. 333-86062
                        on May 9, 2002 and incorporated herein by reference)
3.19                    Declaration  of  Trust  of  William  Underwood  Company.
                        (Filed with the  Securities  and Exchange  Commission as
                        Exhibit  3.19  to  Amendment   No.  1  to   Registration
                        Statement No.  333-86062 on May 9, 2002 and incorporated
                        herein by reference)
3.20                    Bylaws of William  Underwood  Company.  (Filed  with the
                        Securities  and Exchange  Commission  as Exhibit 3.20 to
                        Amendment No. 1 to Registration  Statement No. 333-86062
                        on May 9, 2002 and incorporated herein by reference)
4.1                     Indenture dated as of August 11, 1997 between 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., and 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                     First  Supplemental  Indenture  dated as of May 31, 2000
                        (to the  Indenture  dated as of August 11, 1997) between
                        B&G Foods,  Inc., BGH Holdings,  Inc., RWBV  Acquisition
                        Corp., Bloch & Guggenheimer, Inc., Polaner, Inc. (f.k.a.
                        Roseland  Distribution  Company),  Burns & Ricker, Inc.,
                        Trappey's  Fine  Foods,  Inc.,  Maple  Groves  Farms  of
                        Vermont,  Inc.,  William  Underwood  Company,   Heritage
                        Acquisition  Corp. and the Bank of New York. (Filed with
                        the Securities and Exchange Commission as Exhibit 4.2 to
                        Amendment No. 1 to Registration  Statement No. 333-86062
                        on May 9, 2002 and incorporated herein by reference)
4.3                     Second  Supplemental  Indenture dated as of February 28,
                        2002 between B&G Foods,  Inc., BGH Holdings,  Inc., RWBV
                        Acquisition Corp., Bloch & Guggenheimer,  Inc., Polaner,
                        Inc. (f.k.a.  Roseland Distribution Company),  Trappey's
                        Fine Foods,  Inc., Maple Groves Farms of Vermont,  Inc.,
                        William Underwood Company,  Heritage  Acquisition Corp.,
                        Les Produits  Alimentaires Jacques Et Fils, Inc. and the
                        Bank  of  New  York.  (Filed  with  the  Securities  and
                        Exchange Commission as Exhibit 4.3 to Amendment No. 1 to
                        Registration  Statement No. 333-86062 on May 9, 2002 and

                                       17
<PAGE>

                        incorporated herein by reference)
4.4                     Indenture  dated as of March 7, 2002  between B&G Foods,
                        Inc, BGH Holdings, Inc., RWBV Acquisition Corp., Bloch &
                        Guggenheimer, Inc., Polaner, Inc., Maple Groves Farms of
                        Vermont,  Inc.,  Les  Produits  Alimentaires  Jacques Et
                        Fils, Inc., Heritage  Acquisition Corp.,  Trappey's Fine
                        Foods,  Inc.,  William Underwood Company and The Bank of
                        New York,  as trustee  (Filed  with the  Securities  and
                        Exchange  Commission  as  Exhibit  4.4  to  Registration
                        Statement   No.   333-86062   on  April  11,   2002  and
                        incorporated herein by reference.)
4.5                     Form of the  Company's  9 5/8%  Senior  Notes  due 2007.
                        (Included in Exhibit 4.1 and 4.4)
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   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                    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)
10.4                    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  Report on Form
                        10-Q  filed  May 17,  1999 and  incorporated  herein  by
                        reference).
10.5                    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).
10.6                    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)
10.7                    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)
10.8                    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


                                       18
<PAGE>

                        May 15, 2000 and incorporated herein by reference)
10.9                    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)
10.10                   Second  Amendment,   dated  as  of  March  5,  2002,  to
                        Revolving Credit Agreement,  dated as of March 15, 1999,
                        as Amended by the  Amendment  dated as of May 12,  2000,
                        among B&G Foods  Holdings  Corp.,  B&G Foods,  Inc., the
                        several  banks  and  other  financial   institutions  or
                        entities  from  time to time  parties  to the  Revolving
                        Credit Agreement, Lehman Brothers Inc., as advisor, lead
                        arranger  and book  manager,  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
                        with the Securities  and Exchange  Commission as Exhibit
                        10.10 to Amendment No. 1 to  Registration  Statement No.
                        333-86062  on May 9,  2002 and  incorporated  herein  by
                        reference.)
10.11                   Second  Amendment,  dated as of March 5,  2002,  to Term
                        Loan  Agreement,  dated as of March 15, 1999, as Amended
                        by the  Amendment  dated as of May 12,  2000,  among B&G
                        Foods  Holdings  Corp.,  B&G Foods,  Inc.,  the  several
                        financial  institutions  or  entities  from time to time
                        parties  to the  Term  Loan  Agreement  thereto,  Lehman
                        Brothers  Inc.,  as  advisor,  lead  arranger  and  book
                        manager,  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  with the  Securities  and
                        Exchange  Commission as Exhibit 10.11 to Amendment No. 1
                        to Registration  Statement No.  333-86062 on May 9, 2002
                        and incorporated herein by reference.)

10.12                   Purchase Agreement dated as of March 4, 2002 between B&G
                        Foods, Inc., BGH Holdings, Inc., RWBV Acquisition Corp.,
                        Bloch & Guggenheimer,  Inc.,  Polaner,  Inc.,  Trappey's
                        Fine Foods,  Inc.,  Maple Grove Farms of Vermont,  Inc.,
                        Les  Produits   Alimentaires   Jacques  et  Fils,  Inc.,
                        Heritage  Acquisition  Corp.,  William Underwood Company
                        and The Bank of New York (Filed with the  Securities and
                        Exchange  Commission  as Exhibit  10.12 to  Registration
                        Statement   No.   333-86062   on  April  11,   2002  and
                        incorporated herein by reference.)
10.13                   Registration  Rights Agreement dated as of March 7, 2002
                        between  B&G  Foods,  Inc.,  BGH  Holdings,  Inc.,  RWBV
                        Acquisition Corp., Bloch & Guggenheimer,  Inc., Polaner,
                        Inc.,  Trappey's Fine Foods,  Inc., Maple Grove Farms of
                        Vermont,  Inc.,  Les  Produits  Alimentaires  Jacques et
                        Fils,  Inc.,   Heritage   Acquisition   Corp.,   William
                        Underwood  Company,   Lehman  Brothers  Inc.  and  Fleet
                        Securities, Inc. (Filed with the Securities and Exchange
                        Commission  as Exhibit 10.13 to  Registration  Statement
                        No. 333-86062 on April 11, 2002 and incorporated  herein
                        by reference.)
99.1                    Chief  Executive  Officer's  certification  pursuant  to
                        Section  906 of the  Sarbanes-Oxley  Act of 2002  (Filed
                        herewith).
99.2                    Chief  Financial  Officer's  certification  pursuant  to
                        Section  906 of the  Sarbanes-Oxley  Act of 2002  (Filed
                        herewith).

(b)      Reports on Form 8-K

None.

                                       19

<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:  July 23, 2003                  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>


                    CERTIFICATION BY CHIEF EXECUTIVE OFFICER

I, David L. Wenner, certify that:

1. I have reviewed this quarterly report on Form 10-Q of B&G Foods, Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) designed  such  disclosure  controls and  procedures  to ensure that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

         b) evaluated the effectiveness of the registrant's  disclosure controls
         and  procedures as of a date within 90 days prior to the filing date of
         this quarterly report (the "Evaluation Date"); and

         c)  presented  in this  quarterly  report  our  conclusions  about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

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

         a) all significant  deficiencies in the design or operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who  have a  significant  role  in  the  registrant's
         internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:  July 23, 2003



/s/ David L. Wenner
-----------------------
David L. Wenner
Chief Executive Officer


<PAGE>


                    CERTIFICATION BY CHIEF FINANCIAL OFFICER

I, Robert C. Cantwell, certify that:

1. I have reviewed this quarterly report on Form 10-Q of B&G Foods, Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) designed  such  disclosure  controls and  procedures  to ensure that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

         b) evaluated the effectiveness of the registrant's  disclosure controls
         and  procedures as of a date within 90 days prior to the filing date of
         this quarterly report (the "Evaluation Date"); and

         c)  presented  in this  quarterly  report  our  conclusions  about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

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

         a) all significant  deficiencies in the design or operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who  have a  significant  role  in  the  registrant's
         internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:  July 23, 2003



/s/ Robert C. Cantwell
-----------------------
Robert C. Cantwell
Chief Financial 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).
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                     Certificate  of  Incorporation  of Maple Groves Farms of
                        Vermont,  Inc.  (Filed with the  Securities and Exchange
                        Commission   as  Exhibit  3.5  to  Amendment  No.  1  to
                        Registration  Statement No. 333-86062 on May 9, 2002 and
                        incorporated herein by reference)
3.6                     Bylaws of Maple  Groves  Farms of Vermont,  Inc.  (Filed
                        with the Securities  and Exchange  Commission as Exhibit
                        3.6 to Amendment  No. 1 to  Registration  Statement  No.
                        333-86062  on May 9,  2002 and  incorporated  herein  by
                        reference)
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  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

<PAGE>

                        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                    Certificate   of    Incorporation    of   Les   Produits
                        Alimentaires  Jacques  Et  Fils,  Inc.  (Filed  with the
                        Securities  and Exchange  Commission  as Exhibit 3.13 to
                        Amendment No. 1 to Registration  Statement No. 333-86062
                        on May 9, 2002 and incorporated herein by reference)
3.14                    Bylaws of Les  Produits  Alimentaires  Jacques  Et Fils,
                        Inc. (Filed with the Securities and Exchange  Commission
                        as  Exhibit  3.14 to  Amendment  No.  1 to  Registration
                        Statement No.  333-86062 on May 9, 2002 and incorporated
                        herein by reference)
3.15                    Certificate of  Incorporation  of Polaner,  Inc.  (f/k/a
                        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 Polaner,  Inc.  (f/k/a  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)
3.17                    Certificate  of  Incorporation  of Heritage  Acquisition
                        Corp. (Filed with the Securities and Exchange Commission
                        as  Exhibit  3.17 to  Amendment  No.  1 to  Registration
                        Statement No.  333-86062 on May 9, 2002 and incorporated
                        herein by reference)
3.18                    Bylaws of  Heritage  Acquisition  Corp.  (Filed with the
                        Securities  and Exchange  Commission  as Exhibit 3.18 to
                        Amendment No. 1 to Registration  Statement No. 333-86062
                        on May 9, 2002 and incorporated herein by reference)
3.19                    Declaration  of  Trust  of  William  Underwood  Company.
                        (Filed with the  Securities  and Exchange  Commission as
                        Exhibit  3.19  to  Amendment   No.  1  to   Registration
                        Statement No.  333-86062 on May 9, 2002 and incorporated
                        herein by reference)
3.20                    Bylaws of William  Underwood  Company.  (Filed  with the
                        Securities  and Exchange  Commission  as Exhibit 3.20 to
                        Amendment No. 1 to Registration  Statement No. 333-86062
                        on May 9, 2002 and incorporated herein by reference)
4.1                     Indenture dated as of August 11, 1997 between 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., and 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                     First  Supplemental  Indenture  dated as of May 31, 2000
                        (to the  Indenture  dated as of August 11, 1997) between
                        B&G Foods,  Inc., BGH Holdings,  Inc., RWBV  Acquisition
                        Corp., Bloch & Guggenheimer, Inc., Polaner, Inc. (f.k.a.
                        Roseland  Distribution  Company),  Burns & Ricker, Inc.,
                        Trappey's  Fine  Foods,  Inc.,  Maple  Groves  Farms  of
                        Vermont,  Inc.,  William  Underwood  Company,   Heritage
                        Acquisition  Corp. and the Bank of New York. (Filed with
                        the Securities and Exchange Commission as Exhibit 4.2 to
                        Amendment No. 1 to Registration  Statement No. 333-86062
                        on May 9, 2002 and incorporated herein by reference)
4.3                     Second  Supplemental  Indenture dated as of February 28,
                        2002 between B&G Foods,  Inc., BGH Holdings,  Inc., RWBV
                        Acquisition Corp., Bloch & Guggenheimer,  Inc., Polaner,
                        Inc. (f.k.a.  Roseland Distribution Company),  Trappey's
                        Fine Foods,  Inc., Maple Groves Farms of Vermont,  Inc.,
                        William Underwood Company,  Heritage  Acquisition Corp.,
                        Les Produits  Alimentaires Jacques Et Fils, Inc. and the
                        Bank  of  New  York.  (Filed  with  the  Securities  and
                        Exchange Commission as Exhibit 4.3 to Amendment No. 1 to
                        Registration  Statement No. 333-86062 on May 9, 2002 and
                        incorporated herein by reference)

<PAGE>

4.4                     Indenture  dated as of March 7, 2002  between B&G Foods,
                        Inc, BGH Holdings, Inc., RWBV Acquisition Corp., Bloch &
                        Guggenheimer, Inc., Polaner, Inc., Maple Groves Farms of
                        Vermont,  Inc.,  Les  Produits  Alimentaires  Jacques Et
                        Fils, Inc., Heritage  Acquisition Corp.,  Trappey's Fine
                        Foods,  Inc.,  William Underwood Company and The Bank of
                        New York,  as trustee  (Filed  with the  Securities  and
                        Exchange  Commission  as  Exhibit  4.4  to  Registration
                        Statement   No.   333-86062   on  April  11,   2002  and
                        incorporated herein by reference.)
4.5                     Form of the  Company's  9 5/8%  Senior  Notes  due 2007.
                        (Included in Exhibit 4.1 and 4.4)
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   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                    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)
10.4                    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  Report on Form
                        10-Q  filed  May 17,  1999 and  incorporated  herein  by
                        reference).
10.5                    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).
10.6                    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)
10.7                    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)
10.8                    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)


<PAGE>

10.9                    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)
10.10                   Second  Amendment,   dated  as  of  March  5,  2002,  to
                        Revolving Credit Agreement,  dated as of March 15, 1999,
                        as Amended by the  Amendment  dated as of May 12,  2000,
                        among B&G Foods  Holdings  Corp.,  B&G Foods,  Inc., the
                        several  banks  and  other  financial   institutions  or
                        entities  from  time to time  parties  to the  Revolving
                        Credit Agreement, Lehman Brothers Inc., as advisor, lead
                        arranger  and book  manager,  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
                        with the Securities  and Exchange  Commission as Exhibit
                        10.10 to Amendment No. 1 to  Registration  Statement No.
                        333-86062  on May 9,  2002 and  incorporated  herein  by
                        reference.)
10.11                   Second  Amendment,  dated as of March 5,  2002,  to Term
                        Loan  Agreement,  dated as of March 15, 1999, as Amended
                        by the  Amendment  dated as of May 12,  2000,  among B&G
                        Foods  Holdings  Corp.,  B&G Foods,  Inc.,  the  several
                        financial  institutions  or  entities  from time to time
                        parties  to the  Term  Loan  Agreement  thereto,  Lehman
                        Brothers  Inc.,  as  advisor,  lead  arranger  and  book
                        manager,  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  with the  Securities  and
                        Exchange  Commission as Exhibit 10.11 to Amendment No. 1
                        to Registration  Statement No.  333-86062 on May 9, 2002
                        and incorporated herein by reference.)
10.12                   Purchase Agreement dated as of March 4, 2002 between B&G
                        Foods, Inc., BGH Holdings, Inc., RWBV Acquisition Corp.,
                        Bloch & Guggenheimer,  Inc.,  Polaner,  Inc.,  Trappey's
                        Fine Foods,  Inc.,  Maple Grove Farms of Vermont,  Inc.,
                        Les  Produits   Alimentaires   Jacques  et  Fils,  Inc.,
                        Heritage  Acquisition  Corp.,  William Underwood Company
                        and The Bank of New York (Filed with the  Securities and
                        Exchange  Commission  as Exhibit  10.12 to  Registration
                        Statement   No.   333-86062   on  April  11,   2002  and
                        incorporated  herein by reference.)
10.13                   Registration  Rights Agreement dated as of March 7, 2002
                        between  B&G  Foods,  Inc.,  BGH  Holdings,  Inc.,  RWBV
                        Acquisition Corp., Bloch & Guggenheimer,  Inc., Polaner,
                        Inc.,  Trappey's Fine Foods,  Inc., Maple Grove Farms of
                        Vermont,  Inc.,  Les  Produits  Alimentaires  Jacques et
                        Fils,  Inc.,   Heritage   Acquisition   Corp.,   William
                        Underwood  Company,   Lehman  Brothers  Inc.  and  Fleet
                        Securities, Inc. (Filed with the Securities and Exchange
                        Commission  as Exhibit 10.13 to  Registration  Statement
                        No. 333-86062 on April 11, 2002 and incorporated  herein
                        by   reference.)
99.1                    Chief  Executive  Officer's  certification  pursuant  to
                        Section  906 of the  Sarbanes-Oxley  Act of 2002  (Filed
                        herewith).
99.2                    Chief  Financial  Officer's  certification  pursuant  to
                        Section  906 of the  Sarbanes-Oxley  Act of 2002  (Filed
                        herewith).