As filed with the Securities and Exchange Commission on July 23, 2004

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

                                  UNITED STATES
                       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 July 3, 2004

                                      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 22, 2004, B&G Foods, Inc. had one (1) share of common stock,
par value $0.01 per share, outstanding, which was owned by an affiliate.


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<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 Operations........................................................2

                Consolidated Statements of Changes in Stockholder's Equity and Comprehensive Income (Loss)...3

                Consolidated Statements of Cash Flows........................................................4

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

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

         Item 3.    Quantitative and Qualitative Disclosures about
                    Market Risk.............................................................................22

         Item 4.    Controls and Procedures.................................................................22

PART II.      OTHER INFORMATION

         Item 1.    Legal Proceedings.......................................................................23

         Item 2.    Changes in Securities and Use of Proceeds...............................................23

         Item 3.    Defaults Upon Senior Securities.........................................................23

         Item 4.    Submission of Matters to a Vote of Security Holders.....................................23

         Item 5.    Other Information.......................................................................24

         Item 6.    Exhibits and Reports on Form 8-K........................................................24


SIGNATURES

INDEX TO EXHIBITS

                                                       i

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

                                                 PART I
                                          FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

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

                   Assets                                           July 3, 2004        January 3, 2004
                                                                    ------------        ---------------
                                                                     (Unaudited)
Current assets:
      Cash and cash equivalents...............................    $       13,926          $       8,092
      Trade accounts receivable, net..........................            25,845                 22,348
      Inventories.............................................            84,447                 80,789
      Prepaid expenses........................................             3,479                  2,336
      Due from related party..................................             1,721                      -
      Deferred income taxes...................................               115                    115
                                                                  -------------------------------------
           Total current assets...............................           129,533                113,680

Property, plant and equipment, net............................            44,081                 43,940
Goodwill......................................................           188,629                188,629
Trademarks ...................................................           193,481                193,481
Other assets..................................................             9,041                 10,209
                                                                  -------------------------------------

           Total assets.......................................    $      564,765          $     549,939
                                                                  =====================================

           Liabilities and Stockholder's Equity

Current liabilities:
      Current installments of long-term debt..................    $        1,500          $       1,500
      Trade accounts payable..................................            23,805                 19,816
      Accrued expenses........................................            22,040                 24,819
      Due to related party....................................               208                    208
                                                                  -------------------------------------
           Total current liabilities..........................            47,553                 46,343

Long-term debt, excluding current maturities..................           366,662                367,296
Deferred income taxes.........................................            45,912                 42,774
Other liabilities.............................................               348                    347
                                                                  -------------------------------------
           Total liabilities..................................           460,475                456,760
                                                                  -------------------------------------

Stockholder's equity:
Common stock, par value $0.01 per share.  Authorized
      1,000 shares; issued and outstanding 1 share............                 -                      -
Additional paid-in capital ...................................            56,396                 56,396
Accumulated other comprehensive loss..........................               (28)                   (74)
Retained earnings.............................................            47,922                 36,857
                                                                  -------------------------------------
           Total stockholder's equity.........................           104,290                 93,179
                                                                  -------------------------------------
           Total liabilities and stockholder's equity.........    $      564,765          $     549,939
                                                                  =====================================

                             See Notes to Consolidated Financial Statements.

                                                   1
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<CAPTION>
<S>                                                 <C>             <C>              <C>              <C>

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


                                                        Thirteen Weeks Ended             Twenty-six Weeks Ended
                                                    July 3, 2004    June 28, 2003    July 3, 2004     June 28, 2003
                                                    ------------    -------------    ------------     -------------

Net sales......................................      $   93,735     $     76,369      $  184,412       $   143,823
Cost of goods sold.............................          64,269           52,862         125,960           100,250
                                                    ------------    -------------    ------------     -------------
       Gross profit............................          29,466           23,507          58,452            43,573

Operating expenses:
    Sales, marketing and distribution expenses           11,362            8,962          22,220            16,405
    General and administrative expenses........             820            1,093           2,355             2,725
    Management fees-related party..............             125              125             250               250
                                                    ------------    -------------    ------------     -------------
       Operating income........................          17,159           13,327          33,627            24,193

Other expenses:
    Interest expense, net......................           7,794            6,774          15,606            13,997
                                                    ------------    -------------    ------------     -------------
       Income before income taxes..............           9,365            6,553          18,021            10,196
Provision for income taxes ....................           3,614            2,523           6,956             3,925
                                                    ------------    -------------    ------------     -------------
       Net income .............................      $    5,751     $      4,030      $   11,065       $     6,271
                                                    ============    =============    ============     =============


                                   See Notes to Consolidated Financial Statements.





                                                         2
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<CAPTION>
<S>                            <C>        <C>          <C>               <C>              <C>          <C>           <C>

                                              B&G Foods, Inc. and Subsidiaries

                                                 Consolidated Statements of

                                             Changes in Stockholder's Equity and

                                                 Comprehensive Income (Loss)

                                                   (Dollars in thousands)

                                                         (Unaudited)



                               Comprehensive income
                                      (loss)                              Accumulated
                               Thirteen    Twenty-                           other        Additional
                                Weeks     six Weeks    Common Stock      comprehensive      paid-in    Retained
                                Ended       Ended      Share  Amount      Income (loss)     capital    Earnings     Total
                              ---------   ---------    -----  ------    ----------------  ----------   --------   ----------
Balance at December 28,
 2002.....................                                 1  $  --               $(20)    $56,396     $21,689     $78,065
                                                       -----  -----      -------------     -------     -------     -------

Foreign currency
 translation................. $   (116)     $  (82)                                (82)                               (82)
Net income...................    4,030       6,271        --     --                             --       6,271       6,271
                                                                                                                   -------
Comprehensive income.........                                                                                        6,189
                              --------     -------     -----  -----             ------      ------     -------     -------
Balance at June 28, 2003.....   $3,914      $6,189         1  $  --              $(102)    $56,396     $27,960     $84,254
                              ========     =======     =====  =====             ======     =======     =======     =======

Balance at January 3, 2004...                             1   $  --               $(74)    $56,396     $36,857     $93,179
                                                       -----  -----             ------     -------     -------     -------

Foreign currency
  translation................ $     42     $    46                                  46                                  46
Net income...................    5,751      11,065        --     --                             --      11,065      11,065
                                                                                                                   -------
Comprehensive income.........                                                                                       11,111
                              --------     -------     -----  -----             -----        -------   -------     -------
Balance at July 3, 2004...... $  5,793     $11,111         1  $  --              $(28)       $56,396   $47,922    $104,290
                              ========     =======     =====  =====             =====        =======   =======     =======




                                       See Notes to Consolidated Financial Statements.

                                                             3

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

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

                                                                                        Twenty-six Weeks Ended
                                                                                 July 3, 2004         June 28, 2003
                                                                                 ------------         -------------
Cash flows from operating activities:
Net income................................................................      $       11,065       $         6,271
Adjustments to reconcile net income to net cash provided by operating
   activities:
   Depreciation...........................................................               3,237                 2,741
   Deferred income taxes..................................................               3,138                 2,254
   Amortization and write off of deferred debt issuance costs and bond
   discount...............................................................               1,284                 1,487
   Provision for bad debt.................................................                   0                   585
   Changes in assets and liabilities, net of effects of business
     combination:
         Trade accounts receivable........................................              (3,497)                1,979
         Inventories......................................................              (3,658)               (1,574)
         Prepaid expenses.................................................              (1,143)               (1,626)
         Due from related party...........................................              (1,721)                    0
         Other assets.....................................................                   0                    (1)
         Trade accounts payable...........................................               3,989                   517
         Accrued expenses.................................................              (2,763)               (1,308)
         Other liabilities................................................                   1                    28
                                                                                ---------------      ----------------
     Net cash provided by operating activities............................               9,932                11,353

Cash flows from investing activities:
   Capital expenditures...................................................              (3,394)               (3,065)
                                                                                ---------------      ----------------
     Net cash used in investing activities................................              (3,394)               (3,065)

Cash flows from financing activities:
   Payments of long-term debt.............................................                (750)              (10,176)
                                                                                ---------------      ----------------
     Net cash used in financing activities................................                (750)              (10,176)

   Effect of exchange rate fluctuation on cash and cash equivalents.......                  46                   (82)
                                                                                ---------------      ----------------

Net increase (decrease) in cash and cash equivalents......................               5,834                (1,970)
Cash and cash equivalents at beginning of period..........................               8,092                15,866
                                                                                ---------------      ----------------

Cash and cash equivalents at end of period................................      $       13,926       $        13,896
                                                                                ===============      ================
Supplemental disclosure of cash flow information:
     Cash interest........................................................      $       15,262       $        12,621
     Cash income taxes....................................................      $        1,666       $           337
                                    See Notes to Consolidated Financial Statements.


                                                           4
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<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 July 3,
2004 and the results of their  operations  and their cash flows for the thirteen
and twenty-six week periods ended July 3, 2004 and June 28, 2003.

         The results of operations for the thirteen and twenty-six  week periods
ended July 3, 2004 are not necessarily  indicative of the results to be expected
for the full year. The accompanying  unaudited consolidated financial statements
should be read in conjunction  with the  consolidated  financial  statements and
notes  included in the  Company's  Annual Report on Form 10-K for the year ended
January  3,  2004  (the  "2003  Annual  Report  on Form  10-K")  filed  with the
Securities and Exchange Commission (the "SEC").

(2)      Adoption of New Accounting Standards

         In 2003, the Financial  Accounting  Standards  Board  ("FASB")  revised
Statement   No.  132   "Employers'   Disclosures   about   Pensions   and  Other
Postretirement  Benefits." The FASB's revision of Statement No. 132 requires new
annual  disclosures  about  the  types  of  plan  assets,  investment  strategy,
measurement  date, plan  obligations and cash flows as well as the components of
the net periodic  benefit cost recognized in interim periods.  In addition,  SEC
registrants are now required to disclose its estimates of  contributions  to the
plan during the next fiscal year and the  components  of the fair value of total
plan assets by type (i.e. equity  securities,  debt securities,  real estate and
other  assets).  The  Company  adopted  the  provisions  of  Statement  No.  132
(revised),  except for the disclosure of expected future benefit payments, which
must be disclosed for fiscal years ending after June 15, 2004.

(3)      Nature of Operations and Business Acquisitions

         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,  taco shells,  seasonings,  dinner kits, taco sauces,  refried beans,
salsa 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 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.

         Acquisitions and Financing

         On August 21, 2003, the Company  acquired  certain assets of The Ortega
Brand of Business  ("Ortega"  or the  "Ortega  Acquisition")  for  approximately
$118,179 in cash (the "Ortega Purchase  Price"),  including


                                       5

<PAGE>

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

transaction costs, from Nestle Prepared Foods Company ("Nestle").  In connection
with this transaction, the Company entered into a $200,000 senior secured credit
facility  comprised  of a $50,000  five-year  revolving  credit  facility  and a
$150,000 six-year term loan facility. The proceeds of such senior secured credit
facility  were used to fund the Ortega  Acquisition  and refinance the Company's
then-existing credit facility. See Note 5 (Debt).

         In connection with the Ortega Acquisition, the Company paid transaction
fees to Bruckmann,  Rosser, Sherrill and Co., Inc., a related party, aggregating
$1,000.  The  Company  recorded  such  transaction  fees as  part of the  Ortega
Purchase Price.

         The Ortega  Acquisition  was accounted for using the purchase method of
accounting and,  accordingly,  the assets  acquired,  liabilities  assumed,  and
results of operations are included in the consolidated financial statements from
the date of the Ortega Acquisition. The excess of the Ortega Purchase Price over
the  fair  value  of  identifiable  net  assets  acquired  represents  goodwill.
Trademarks are deemed to have an indefinite useful life and are not amortized.

         The following  table sets forth the  allocation of the Ortega  Purchase
Price.  The cost of the Ortega  Acquisition  has been  allocated to tangible and
intangible assets as follows:


       Property, plant and equipment                                   $ 5,964
       Goodwill                                                         76,310
       Indefinite-life intangible assets - trademarks                   30,700
       Other assets, principally net current assets                      6,960
       Other liabilities, principally net current liabilities          (2,039)
       Deferred income tax asset                                           284
                                                                     ---------
              Total                                                  $ 118,179
                                                                      =========

         Unaudited Pro Forma Summary of Operations

         The  following  unaudited  pro  forma  summary  of  operations  for the
thirteen and twenty-six weeks ended June 28, 2003 presents the operations of the
Company as if the Ortega  Acquisition  had  occurred as of the  beginning of the
periods  presented.  In addition to including  the results of  operations of the
Ortega business, the unaudited pro forma information gives effect to interest on
additional  borrowings and changes in depreciation and amortization of property,
plant and equipment.

                                Thirteen Weeks Ended      Twenty-six Weeks Ended
                                --------------------      ----------------------
                                    June 28, 2003              June 28, 2003
                                    -------------              -------------
            Net Sales                    $ 95,406                  $ 181,302
            Net Income                      4,673                      7,334

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

(4)      Inventories

                                       6

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

         Inventories consist of the following:
                                                July 3, 2004     January 3, 2004
                                                ------------     ---------------
Raw materials and packaging..................   $     22,250       $      14,916
Work in process..............................            984               1,555
Finished goods...............................         61,213              64,318
                                                ------------      --------------

     Total...................................   $     84,447       $      80,789
                                                ============      ==============

(5)      Debt

         On August 21,  2003,  the  Company  entered  into a newly  amended  and
restated $200,000 senior secured credit facility,  which was further amended and
restated  as of  September  9,  2003 (the  "Senior  Secured  Credit  Facility"),
comprised of a $50,000 five-year  revolving credit facility  ("Revolving  Credit
Facility")  and a  $150,000  six-year  term loan  facility  ("Term  Loan").  The
proceeds of the Term Loan and of certain  drawings  under the  Revolving  Credit
Facility  were  used  (i) to fund  the  Ortega  Acquisition  and to pay  related
transaction fees and expenses and (ii) to fully pay off the Company's  remaining
obligations under Term Loan B of the Company's then-existing Term Loan Agreement
dated as of March 15, 1999. In  connection  therewith,  the Company  capitalized
approximately  $5,300 of new deferred debt issuance  costs related to the Senior
Secured Credit Facility and, in accordance  with the applicable  guidance of the
FASB's Emerging Issues Task Force,  wrote off $1,831 of deferred financing costs
related to the Company's  then-existing  Term Loan B. With respect to the Senior
Secured Credit  Facility,  interest is determined  based on several  alternative
rates,  including the base lending rate per annum plus an applicable  margin, or
LIBOR plus an  applicable  margin (4.59% at July 3, 2004 and 4.52% at January 3,
2004). 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 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 $50,000 per acquisition unless the Company can satisfy certain leverage ratio
requirements. The outstanding balances for the Revolving Credit Facility and the
Term Loan at July 3,  2004 were $0 and  $148,875,  respectively.  The  available
borrowing  capacity  under the Revolving  Credit  Facility,  net of  outstanding
letters of credit of $636, was $49,364 at July 3, 2004.

         The Company  has  outstanding  $220,000  of 9 5/8% Senior  Subordinated
Notes (the "Senior Subordinated 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 issued by the Company in August 1997 and $100,000 principal
amount was issued by the Company in March 2002.  The proceeds  from the issuance
of the Senior  Subordinated  Notes issued in March 2002 were used to pay off, in
its entirety,  the then  outstanding  balance under the Company's  then-existing
Term  Loan  A,  and  to  reduce  the  amount  outstanding  under  the  Company's
then-existing Term Loan B, and pay related deferred debt issuance costs.

         The  indentures  for the  Senior  Subordinated  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  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.

                                       7
<PAGE>
                        B&G Foods, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                             (Dollars in thousands)
                                   (Unaudited)

         The  Senior  Subordinated  Notes are  redeemable  at the  option of the
Company,  in whole or in part, at any time at 103.208% of their principal amount
plus  accrued  and unpaid  interest  and  Liquidated  Damages (as defined in the
indentures), if any, beginning August 1, 2003, 101.604% beginning August 1, 2004
and 100%  beginning  August 1, 2005.  Upon the occurrence of a Change in Control
(as defined in the indentures), the Company will be required to make an offer to
repurchase  the  Senior  Subordinated  Notes  at a  price  equal  to 101% of the
principal  amount,  together  with accrued and unpaid  interest  and  Liquidated
Damages,  if any, to the date of repurchase.  The Senior  Subordinated Notes are
not subject to any sinking fund requirements.


(6)      Commitments and Contingencies

         The Company has not made any material  expenditures during the thirteen
or  twenty-six  week  periods  ended July 3, 2004 and June 28,  2003 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. In February 2003, B&G paid $100 in
settlement of all asserted claims arising from this matter, and 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.

         The  Company  is  subject to  environmental  regulations  in the normal
course of business.  Management  believes that the cost of compliance  with such
regulations   will  not  have  a  material   adverse  effect  on  the  Company's
consolidated financial position, results of operations or liquidity.

(7)      Pension Benefits

         Net periodic costs for the thirteen and  twenty-six  week periods ended
July 3, 2004 and June 28, 2003 include the following components:
<TABLE>
<CAPTION>
<S>                                                 <C>             <C>             <C>             <C>
                                                         Thirteen Weeks Ended           Twenty-six Weeks Ended
                                                         --------------------           ----------------------
                                                    July 3, 2004    June 28, 2003   July 3, 2004    June 28, 2003
                                                    ------------    -------------   ------------    -------------
Service cost - benefits earned during the period         $   337          $   234        $   676       $      468
Interest cost on projected benefit obligation                257              206            517              412
Expected return on plan assets                              (204)            (158)          (413)            (316)
Net amortization and deferral                                 46               21             93               42
                                                         -------          -------        -------       ----------
Net pension benefit cost                                 $   436          $   303        $   873       $      606
                                                         =======          =======        =======       ==========

</TABLE>

                                       8
<PAGE>
                        B&G Foods, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                             (Dollars in thousands)
                                   (Unaudited)

The Company previously  disclosed in its 2003 Annual Report on Form 10-K that it
is expected to contribute  $1.3 million to its pension plans in 2004. As of July
3, 2004,  $0.4 million in  contributions  have been made. The Company  presently
anticipates increasing its total contribution to $1.5 million for the year ended
January 1, 2005 to fund its pension plan obligations.

(8)      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 BRS,  pursuant  to which BRS & Co. is paid an annual fee of $500 per
year for certain management,  business and organizational strategy, and merchant
and investment  banking  services.  The Management  Agreement will expire on the
earlier  of  December  27,  2006 and the date that BRS owns less than 20% of the
outstanding common stock of the Company.

         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. In connection with the Ortega  Acquisition,  the Company paid
transaction  fees  to  BRS  aggregating   $1,000.   The  Company  recorded  such
transaction fees as part of the Ortega Purchase Price. No such fees were paid in
the twenty-six weeks ended July 3, 2004 and June 28, 2003.

         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  associated  with this lease was $385
for the twenty-six weeks ended July 3, 2004 and June 28, 2003.

         "Due to related  party" at July 3, 2004 and  January  3, 2004  includes
management fees to BRS.

         On  February  11,  2004,  the  Company's  sole  stockholder,  B&G Foods
Holdings Corp.  ("B&G  Holdings"),  filed a Registration  Statement on Form S-1,
which was most  recently  amended by the filing of  Amendment  No. 5 on July 12,
2005, for the  registration  of the  contemplated  issuance of (A) B&G Holdings'
enhanced income  securities,  or "EISs" (with each EIS representing one share of
Class A  common  stock  and  $6.90  aggregate  principal  amount  of new  senior
subordinated notes of B&G Holdings), and additional senior subordinated notes of
B&G Holdings  separate from the EISs and (B) B&G Holdings' senior notes. Each of
the  offerings is contingent on the  completion of the other  offerings.  If the
offerings   contemplated  by  the   registration   statement  are   consummated,
simultaneously with the completion of the offerings,  the Company will be merged
with and into B&G Holdings and the name of the surviving  entity will be renamed
B&G Foods,  Inc. As of July 3, 2004, the Company has paid $1,721 of transactions
fees and expenses  incurred by B&G Holdings in connection with the  contemplated
offerings.  Such amount is reflected as due from related  party in the Company's
unaudited consolidated balance sheet as of July 3, 2004.

                                       9


<PAGE>

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

         The  following  Management's   Discussion  and  Analysis  of  Financial
Condition and Results of Operations  contains  forward-looking  statements  that
involve risks and uncertainties. Our actual results could differ materially from
those  anticipated  in these  forward-looking  statements as a result of certain
factors,   including   those  set  forth  under  the  heading   "Forward-Looking
Statements"  and elsewhere in this report.  The following  discussion  should be
read in conjunction with the consolidated financial statements and related notes
included in our 2003 Annual  Report on Form 10-K filed with the  Securities  and
Exchange Commission.

General

         We  manufacture,  sell and  distribute a diversified  portfolio of high
quality,  shelf-stable,  branded  food  products,  many of  which  have  leading
regional or national retail market shares.  In general,  we position our branded
products to appeal to the consumer desiring a high quality and reasonably priced
branded product.

         Our business  strategy is to continue to increase sales,  profitability
and free cash flow by enhancing our existing  portfolio of branded  shelf-stable
products  and by  capitalizing  on  our  competitive  strengths.  We  intend  to
implement our strategy through the following initiatives: profitably growing our
established   brands,   leveraging   our  unique   multiple-channel   sales  and
distribution system, introducing new products, capitalizing on the higher growth
Mexican segment of the food industry, and expanding our brand portfolio with new
licensing arrangements.

         Since 1996, we have  successfully  acquired and  integrated 16 separate
brands into our operations.  We believe that successful future acquisitions,  if
any, will enhance our portfolio of existing  businesses,  further leveraging our
existing platform.

         We completed the  acquisition  of certain assets of The Ortega Brand of
Business from Nestle  Prepared Foods Company on August 21, 2003,  which we refer
to  in  this  report  as  "Ortega"  or  the  "Ortega  acquisition".  The  Ortega
acquisition  has been accounted for using the purchase method of accounting and,
accordingly, the assets acquired,  liabilities assumed and results of operations
of the acquired business are included in our consolidated  financial  statements
from the date of acquisition.

         We are subject to a number of challenges that may adversely  affect our
businesses.  These  challenges,  which are discussed below and under the heading
"Forward-Looking Statements" in this report include:

         Fluctuations in Commodity Prices: We purchase raw materials,  including
agricultural  products,  meat and poultry from  growers,  commodity  processors,
other food companies and packaging  manufacturers.  Raw materials are subject to
fluctuations in price  attributable  to a number of factors.  In the past six to
twelve months we have seen  increasing  prices in certain of these  commodities,
particularly  in  packaging  materials.  We manage  this risk by  entering  into
short-term  supply contracts and advance  commodities  purchase  agreements from
time to time, and if necessary,  by raising  prices.  There can be no assurance,
however,  that any price increases by us will offset the increased cost of these
raw material commodities, or that we will be able to raise prices at all.

         Consolidation in the Retail Trade and Consequent Inventory  Reductions:
As the retail grocery trade  continues to consolidate  and our retail  customers
grow larger and become more sophisticated, our retail customers may demand lower
pricing and increased  promotional  programs.  These customers are also reducing
their  inventories and increasing  their emphasis on private label products.  To
date we have been able to offset these trends by using our marketing  expertise,
unique products and category leadership to maintain and increase volume.

         Changing  Customer  Preferences:  Consumers in the market categories in
which we compete frequently change their taste  preferences,  dietary habits and
product packaging  preferences.  By anticipating,

                                       10

<PAGE>

identifying or developing  and marketing  products that respond to these changes
in consumer preferences, we have largely been able to offset this challenge.

         Consumer Concern  Regarding Food Safety,  Quality and Health:  The food
industry is subject to  consumer  concerns  regarding  the safety and quality of
certain food products, including the health implications of genetically modified
organisms,  obesity and trans fatty acids. By complying with applicable food and
safety laws and  regulations,  we have been able to produce food  products  that
generate consumer confidence in the safety and quality of our food products.

         Changing  Valuations  of the  Canadian  Dollar in  Relation to the U.S.
Dollar:  We purchase  most of our maple syrup  requirements  from  manufacturers
located  in Quebec,  Canada.  Over the past year the U.S.  dollar  has  weakened
against the Canadian  dollar,  which has in turn increased our costs relating to
the production of our maple syrup products.

         To confront  these  challenges,  we continue to take steps to build the
value of our brands,  to improve our  existing  portfolio  of products  with new
product and marketing  initiatives,  to reduce costs through productivity and to
address consumer concerns about food safety, quality and health.

         Fluctuations  in commodity  prices can lead to retail price  volatility
and intensive  price  competition,  and can influence  consumer and trade buying
patterns.

Critical Accounting Policies; Use of Estimates

         The  preparation  of  financial  statements  in  accordance  with  U.S.
generally  accepted  accounting  principles  requires our  management  to make a
number of  estimates  and  assumptions  relating to the  reporting of assets and
liabilities and the disclosure of contingent  assets and liabilities at the date
of the  consolidated  financial  statements and the reported amounts of revenues
and expenses during the reporting period. Some of the more significant estimates
made by management involve trade and consumer promotion expenses, allowances for
excess, obsolete and unsaleable inventories, and the recoverability of goodwill,
trademarks,  property,  plant and  equipment  and  deferred  tax assets.  Actual
results could differ from those estimates.

         We believe the following critical  accounting policies involve the most
significant  judgments and estimates used in the preparation of our consolidated
financial statements.

         Trade and Consumer Promotion Expenses. We offer 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 the 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 our 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

                                       11

<PAGE>

might be  impaired.  An  impairment  loss is  recognized  to the extent that the
carrying amount exceeds the asset's fair value.

         Income Tax Expense  Estimates and  Policies.  As part of the income tax
provision  process of preparing our consolidated  financial  statements,  we are
required to estimate our income  taxes.  This process  involves  estimating  our
current tax exposure  together with assessing  temporary  differences  resulting
from  differing  treatment  of  items  for tax and  accounting  purposes.  These
differences  result in deferred tax assets and liabilities.  We must then assess
the  likelihood  that our  deferred  tax assets  will be  recovered  from future
taxable income and to the extent we believe the recovery is not likely,  we must
establish  a valuation  allowance.  Further,  to the extent that we  establish a
valuation allowance or increase this allowance in a financial accounting period,
we must include a tax provision,  or reduce our tax benefit in our  consolidated
statement  of  operations.  We use our judgment to  determine  our  provision or
benefit for income taxes,  deferred tax assets and liabilities and any valuation
allowance recorded against our net deferred tax assets.

         We have recorded deferred tax assets, a portion of which represents net
operating  loss  carryforwards.  A valuation  allowance  has been  recorded  for
certain state net operating loss carryforwards.

         There are  various  factors  that may cause  those tax  assumptions  to
change in the near term, and we may have to record a valuation allowance against
our deferred tax assets. We cannot predict whether future U.S. federal and state
income  tax laws and  regulations  might be passed  that  could  have a material
effect on our results of operations. We assess the impact of significant changes
to the U.S. federal and state income tax laws and regulations on a regular basis
and update the assumption and estimates used to prepare our financial statements
when new regulation and legislation is enacted.

Results of Operations

         The following table sets forth the percentages of net sales represented
by selected  items for the thirteen and  twenty-six  week periods  ended July 3,
2004 and June 28, 2003 reflected in our  Consolidated  Statements of Operations.
The comparisons of financial  results are not  necessarily  indicative of future
results:
<TABLE>
<CAPTION>
<S>                                               <C>            <C>              <C>             <C>

                                                      Thirteen Weeks Ended            Twenty-six Weeks Ended
                                                      --------------------            ----------------------
                                                   July 3, 2004   June 28, 2003     July 3, 2004   June 28, 2003
                                                   ------------   -------------     ------------   -------------
Common Size Income Statement:
Net sales........................................         100.0%          100.0%           100.0%          100.0%
Cost of goods sold...............................          68.6%           69.2%            68.3%           69.7%
                                                           -----           -----            -----           -----
   Gross profit................................            31.4%           30.8%            31.7%           30.3%

Operating expenses:
Sales, marketing and distribution expenses.......          12.1%           11.7%            12.0%           11.4%
General and administrative expenses..............           0.9%            1.4%             1.3%            1.9%
Management fees-related party....................           0.1%            0.2%             0.1%            0.2%
                                                           -----           -----            -----           -----
Operating income.................................          18.3%           17.5%            18.2%           16.8%

Interest expense, net............................           8.3%            8.9%             8.5%            9.7%
                                                           -----           -----            -----           -----
   Income before income taxes....................          10.0%            8.6%             9.8%            7.1%
 Provision for income taxes.....................            3.9%            3.3%             3.8%            2.7%
                                                           -----           -----            -----           -----
   Net income....................................           6.1%            5.3%             6.0%            4.4%
                                                           =====           =====            =====           =====
</TABLE>

                                       12
<PAGE>

         As used in this  section  the terms  listed  below  have the  following
meanings:

         Net Sales.  Our net sales represents gross sales of products shipped to
customers plus amounts  charged  customers for shipping and handling,  less cash
discount, coupon redemption, slotting fees and trade promotional spending.

         Gross  Profit.  Our gross profit is equal to our net sales less cost of
goods  sold.  The  primary  components  of our  cost of  goods  sold are cost of
internally  manufactured  products,  purchases of finished goods from co-packers
plus freight costs to our distribution centers and to our customers.

         Sales,  Marketing and Distribution  Expenses.  Our sales, marketing and
distribution expenses include costs for marketing personnel,  consumer programs,
internal sales forces, brokerage costs and warehouse facilities.

         General and  Administrative  Expenses.  Our general and  administrative
expenses include administrative employee compensation and benefit costs, as well
as information  technology  infrastructure and communication  costs, office rent
and supplies, professional services, management fees and other general corporate
expenses.

Non-GAAP Financial Measures

         Certain  disclosures  in  this  report  include  "non-GAAP   (Generally
Accepted  Accounting  Principles)  financial  measures."  A  non-GAAP  financial
measure is defined as a  numerical  measure of our  financial  performance  that
excludes  or  includes  amounts  so as to be  different  than the most  directly
comparable  measure  calculated  and  presented in  accordance  with GAAP in our
consolidated  balance sheets and related  consolidated  statements of operations
and cash flows. We present EBITDA (earnings before interest, taxes, depreciation
and amortization)  because we believe it is a useful indicator of our historical
debt capacity and ability to service debt.

         A  reconciliation  of EBITDA  with the most  directly  comparable  GAAP
measure is included  below for the thirteen and  twenty-six  weeks ended July 3,
2004 and June 28, 2003 along with the components of EBITDA.

         EBITDA margin is calculated as a percentage of net sales.

         Use of Non-GAAP Financial Measures (dollars in thousands).

<TABLE>
<CAPTION>
<S>                                                      <C>           <C>             <C>           <C>
                                                            Thirteen Weeks Ended         Twenty-six Weeks Ended
                                                            --------------------         ----------------------
                                                         July 3, 2004  June 28, 2003   July 3, 2004  June 28, 2003
                                                         ------------  -------------   ------------  -------------
Net income...........................................           $5,751         $4,030       $11,065        $6,271(1)
Depreciation.........................................            1,632          1,380         3,237         2,741
Income tax expense...................................            3,614          2,523         6,956         3,925
Interest expense, net................................            7,794          6,774        15,606        13,997
                                                        ----------------------------------------------------------
EBITDA (2)...........................................           18,791         14,707        36,864        26,934
Income tax expense...................................          (3,614)        (2,523)       (6,956)       (3,925)
Interest expense, net................................          (7,794)        (6,774)      (15,606)      (13,997)
Deferred income taxes................................            1,663          1,437         3,138         2,254
Amortization of deferred financing and bond discount.              642            744         1,284         1,487
 Changes in assets and liabilities, net of effects of
    business combination.............................            3,067          2,030       (8,792)       (1,400)
                                                        ----------------------------------------------------------
Net cash provided by operating activities............          $12,755         $9,621        $9,932       $11,353
                                                        ==========================================================
</TABLE>

                                       13

<PAGE>


(1) Net income  includes an unusual bad debt expense  incurred in the twenty-six
    week period ended June 28, 2003 of $0.6 million ($0.4  million,  net of tax)
    relating to Fleming  Companies,  Inc., which filed for Chapter 11 Bankruptcy
    on April 1, 2003.

(2) We define EBITDA as earnings before interest, income taxes, depreciation and
    amortization.  We believe that the most directly  comparable  GAAP financial
    measure to EBITDA is net cash  provided by operating  activities.  The table
    above presents a reconciliation  of EBITDA to net cash provided by operating
    activities. We present EBITDA because we believe it is a useful indicator of
    our historical debt capacity and ability to service our debt.  EBITDA is not
    a  substitute  for  operating  income,  net income or net cash  provided  by
    operating  activities,  as determined in accordance with generally  accepted
    accounting  principles.  EBITDA  is not a  complete  net cash  flow  measure
    because  EBITDA is a measure of liquidity  that does not include  reductions
    for cash payments for an entity's  obligation to service its debt,  fund its
    working capital,  acquisitions  and capital  expenditures and pay its income
    taxes.  Rather,  EBITDA is one potential indicator of an entity's ability to
    fund these cash  requirements.  EBITDA also is not a complete  measure of an
    entity's  profitability  because it does not include  costs and expenses for
    depreciation  and  amortization,  interest  and related  expenses and income
    taxes.  EBITDA,  as we define it, may differ from  similarly  named measures
    used by other entities.

Thirteen  week period ended July 3, 2004  compared to thirteen week period ended
June 28, 2003.

         Net Sales.  Net sales increased $17.4 million or 22.7% to $93.7 million
for the  thirteen  week  period  ended July 3, 2004 from $76.4  million  for the
thirteen week period ended June 28, 2003. The Ortega acquisition, which occurred
August 21, 2003, accounted for $17.3 million of the sales increase. Sales of our
lines of Maple Grove Farms Of Vermont, Emeril and Joan of Arc products increased
$0.7  million,   $0.4  million  and  $0.3  million  or  6.4%,  5.7%  and  29.5%,
respectively,  reflecting  higher unit volume.  These increases were offset by a
reduction  of sales in B&M Baked  Beans,  Sason and  Underwood  products  in the
amounts of $1.0 million, $0.4 million and $0.3 million or 10.1%, 36.7% and 5.7%,
respectively.  All other brands increased,  in the aggregate by, $0.4 million or
0.8%.

         Gross  Profit.  Gross profit  increased  $6.0 million or 25.4% to $29.5
million for the thirteen  week period ended July 3, 2004 from $23.5  million for
the  thirteen  week period  ended June 28,  2003.  Gross  profit  expressed as a
percentage  of net sales  increased to 31.4% in the  thirteen  week period ended
July 3, 2004 from 30.8% in the thirteen  week period  ended June 28,  2003.  The
increase in gross profit  percentage  was  primarily the result of the favorable
business impact of the Ortega  acquisition,  partially offset by higher costs of
maple syrup and pickle and pepper  products,  an increase in packaging costs and
an increase in trade spending.

         Sales,  Marketing  and  Distribution  Expenses.  Sales,  marketing  and
distribution  expenses  increased $2.4 million or 26.8% to $11.4 million for the
thirteen  week period ended July 3, 2004 from $9.0 million for the thirteen week
period  ended  June 28,  2003.  These  expenses  as a  percentage  of net  sales
increased  to 12.1% for the  thirteen  week period ended July 3, 2004 from 11.7%
for the  thirteen  week  period  ended June 28,  2003.  The  Ortega  acquisition
accounted for $2.9 million of the increase in sales and  marketing  expenses for
the thirteen week period ended July 3, 2004. All other  expenses  decreased $0.5
million.

         General  and  Administrative   Expenses.   General  and  administrative
expenses and management fees decreased $0.3 million or 22.4% to $0.9 million for
the  thirteen  week period  ended July 3, 2004 from $1.2 million in the thirteen
week period ended June 28, 2003.

         Operating  Income.  As a  result  of the  foregoing,  operating  income
increased  $3.8 million or 28.8% to $17.2  million for the thirteen  week period
ended July 3, 2004 from $13.3  million for the  thirteen  week period ended June
28, 2003.  Operating  income expressed as a percentage of net sales increased to
18.3% in the thirteen  week period ended July 3, 2004 from 17.5% in the thirteen
week period ended June 28, 2003.


                                       14
<PAGE>

         Interest Expense.  Interest expense, net increased $1.0 million to $7.8
million for the thirteen week period ended July 3, 2004 from $6.8 million in the
thirteen week period ended June 28, 2003. In addition,  average debt outstanding
increased approximately $100.0 million in the thirteen week period ended July 3,
2004 verses the thirteen week period ended June 28, 2003. See "Debt" below.

         Income Tax Expense.  Income tax expense increased $1.1 million or 43.2%
to $3.6  million  for the  thirteen  week  period  ended  July 3, 2004 from $2.5
million in the thirteen week period ended June 28, 2003.  Our effective tax rate
was 38.6% for the  thirteen  week  period  ended  July 3, 2004 and 38.5% for the
thirteen week period ended June 28, 2003.

Twenty-six  week period ended July 3, 2004  compared to  twenty-six  week period
ended June 28, 2003.

         Net Sales. Net sales increased $40.6 million or 28.2% to $184.4 million
for the  twenty-six  week period ended July 3, 2004 from $143.8  million for the
twenty-six  week  period  ended June 28,  2003.  The Ortega  acquisition,  which
occurred  August 21, 2003,  accounted for $39.7  million of the sales  increase.
Sales of the our line of Maple Grove Farms Of  Vermont,  Emeril,  Las Palmas and
Regina  products  increased  $2.0 million,  $1.2 million,  $0.5 million and $0.3
million or 9.2%,  9.5%,  5.0% and 5.8%,  respectively,  reflecting  higher  unit
volume.  These increases were offset by a reduction of sales in B&M Baked Beans,
Polaner and Bloch & Guggenheimer  products in the amounts of $2.1 million,  $0.7
million and $0.7 million or 13.2%, 4.1% and 2.8%, respectively. All other brands
increased, in the aggregate by, $0.4 million or 1.3%.

         Gross Profit.  Gross profit  increased  $14.9 million or 34.2% to $58.5
million for the twenty-six week period ended July 3, 2004 from $43.6 million for
the  twenty-six  week period  ended June 28, 2003.  Gross profit  expressed as a
percentage of net sales  increased to 31.7% in the twenty-six  week period ended
July 3, 2004 from 30.3% in the  twenty-six  week period ended June 28, 2003. The
increase in gross profit  percentage  was  primarily the result of the favorable
business impact of the Ortega  acquisition,  partially offset by higher costs of
maple syrup and pickle and pepper  products,  an increase in packaging costs and
an increase in trade spending.

         Sales,  Marketing  and  Distribution  Expenses.  Sales,  marketing  and
distribution  expenses  increased $5.8 million or 35.5% to $22.2 million for the
twenty-six  week period ended July 3, 2004 from $16.4 million for the twenty-six
week period ended June 28,  2003.  These  expenses as a percentage  of net sales
increased to 12.0% for the twenty-six  week period ended July 3, 2004 from 11.4%
for the  twenty-six  week period  ended June 28,  2003.  The Ortega  acquisition
accounted for $5.3 million of the increase in sales and  marketing  expenses for
the twenty-six week period ended July 3, 2004. All other expenses increased $0.5
million.

         General  and  Administrative   Expenses.   General  and  administrative
expenses and management fees decreased $0.4 million or 12.4% to $2.6 million for
the  twenty-six  week  period  ended  July 3,  2004  from  $3.0  million  in the
twenty-six  week period ended June 28,  2003.  Included in the  twenty-six  week
period ended June 28, 2003 is a bad debt  write-off of $0.6 million  relating to
Fleming Companies, Inc., which filed Chapter 11 bankruptcy on April 1, 2003.

         Operating  Income.  As a  result  of the  foregoing,  operating  income
increased $9.4 million or 39.0% to $33.6 million for the twenty-six  week period
ended July 3, 2004 from $24.2 million for the twenty-six  week period ended June
28, 2003.  Operating  income expressed as a percentage of net sales increased to
18.2% in the  twenty-six  week  period  ended  July 3,  2004  from  16.8% in the
twenty-six week period ended June 28, 2003.

         Interest Expense. Interest expense, net increased $1.6 million to $15.6
million for the twenty-six  week period ended July 3, 2004 from $14.0 million in
the  twenty-six  week period  ended June 28,  2003.  In  addition,  average debt
outstanding increased approximately $100.0 million in the twenty-six week period
ended July 3, 2004 verses the  twenty-six  week period ended June 28, 2003.  See
"Debt" below.

                                       15
<PAGE>

         Income Tax Expense.  Income tax expense increased $3.0 million or 77.2%
to $7.0  million for the  twenty-six  week  period  ended July 3, 2004 from $3.9
million in the  twenty-six  week period ended June 28, 2003.  Our  effective tax
rate was 38.6% for the  twenty-six  week period ended July 3, 2004 and 38.5% for
the twenty-six week period ended June 28, 2003.

Liquidity and Capital Resources

         Our  primary  liquidity  requirements  include  debt  service,  capital
expenditures,  working capital needs and financing for  acquisitions.  See also,
"Commitments  and  Contractual  Obligations"  below.  We will fund our liquidity
needs  primarily  through  cash  generated  from  operations  and to the  extent
necessary, through borrowings under our revolving credit facility.

         Cash  Flows.  Cash  provided by  operating  activities  decreased  $1.4
million to $9.9 million for the  twenty-six  week period ended July 3, 2004 from
$11.4 million in the  twenty-six  week period ended June 28, 2003.  The decrease
was due to an increase in trade  accounts  receivable  and  inventory  primarily
relating to the Ortega  acquisition and a decrease in accrued expenses partially
offset by an  increase in trade  accounts  payable and net income as compared to
the twenty-six week period ended June 28, 2003.  Working capital at July 3, 2004
was $82.0 million,  an increase of $14.7 million over working capital at January
3, 2004 of $67.3 million.  This change in working  capital is due to an increase
in  accounts  receivable  and  inventories  and a decrease  in accrued  expenses
relating to accrued interest and accrued incentive compensation.

         Net cash used in investing  activities for the  twenty-six  week period
ended July 3, 2004 was $3.4  million as compared  to net cash used in  investing
activities of $3.1 million for the  twenty-six  week period ended June 28, 2003.
Capital  expenditures  during the  twenty-six  week period ended July 3, 2004 of
$3.4 million included purchases of manufacturing and computer equipment and were
$0.3 million  above the $3.1  million in similar  capital  expenditures  for the
twenty-six week period ended June 28, 2003.

         Net cash used in financing  activities for the  twenty-six  week period
ended  July 3,  2004 was $0.8  million  as  compared  to $10.2  million  for the
twenty-six  week  period  ended June 28,  2003.  The net cash used by  financing
activities  for the  twenty-six  week  period  ended July 3, 2004  included  the
Company's  required $0.8 million  year-to-date  payment under our term loan. The
net cash used by financing  activities for the twenty-six week period ended June
28, 2003 included the Company's required $0.2 million year-to-date  payment, and
an additional prepayment of $10.0 million, under our then-existing term loan B.

         We believe,  based on a number of factors,  including our trademark and
goodwill amortization for tax purposes from our prior acquisitions, that we will
realize a benefit  to our cash  taxes  payable  from such  amortization  for the
taxable years 2004 through 2018.



                                       16
<PAGE>

         Acquisitions.   Our   liquidity   and  capital   resources   have  been
significantly  impacted by  acquisitions  and may be impacted in the foreseeable
future by additional  acquisitions.  We have historically  financed acquisitions
with  borrowings  and cash flows  from  operations.  Our  interest  expense  has
increased  significantly as a result of additional indebtedness we have incurred
as a result of our acquisition of Ortega,  and will increase with any additional
indebtedness we may incur to finance potential 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.

         On  August  21,  2003,  we  consummated  the  Ortega   acquisition  for
approximately $118.2 million in cash,  including  transaction costs, from Nestle
Prepared Foods Company.  In connection with this transaction,  we entered into a
$200.0  million  senior  secured  credit  facility  comprised of a $50.0 million
five-year  revolving  credit  facility and a $150.0  million  six-year term loan
facility.  The proceeds of such senior secured credit facility were used to fund
the Ortega acquisition and refinance our then-existing credit facility.

         In connection with the Ortega acquisition,  we paid transaction fees to
Bruckmann,  Rosser,  Sherrill and Co., Inc., a related party,  aggregating  $1.0
million for financial  advisory  services.  We recorded such transaction fees as
part of the transaction costs included in the Ortega purchase price.

         The Ortega  acquisition  was accounted for using the purchase method of
accounting and,  accordingly,  the assets  acquired,  liabilities  assumed,  and
results of operations are included in the consolidated financial statements from
the date of the Ortega acquisition. The excess of the Ortega purchase price over
the  fair  value  of  identifiable  net  assets  acquired  represents  goodwill.
Trademarks are deemed to have an indefinite useful life and are not amortized.

         The following  table sets forth the  allocation of the Ortega  purchase
price.  The cost of the Ortega  acquisition  has been  allocated to tangible and
intangible assets as follows:

                                                         (Dollars in thousands)
      Property, plant and equipment                                     $ 5,964
      Goodwill                                                           76,310
      Indefinite-life intangible assets - trademarks                     30,700
      Other assets, principally net current assets                        6,960
      Other liabilities, principally net current liabilities             (2,039)
      Deferred income tax asset                                             284
                                                                      ---------
             Total                                                    $ 118,179
                                                                      =========

         Environmental   Clean-Up   Costs.   We  have  not  made  any   material
expenditures  during the  twenty-six  week period ended July 3, 2004 in order to
comply with environmental laws or regulations.  Based on our experience to date,
we believe 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 our consolidated  financial  condition,  results of
operations or liquidity. However, we 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 we 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, we were
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 our company, at the Combe Fill South Landfill,  a Superfund site.
In February  2003,  we paid $0.1 million in  settlement  of all asserted  claims
arising  from this  matter,  and in March  2003 a bar order was  entered  by the
United  States  District  Court for the  District of New Jersey  protecting  us,
subject to a limited re-opener clause,


                                       17

<PAGE>

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.  As of July 3, 2004, we have  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 issued by us in August 1997 and $100 million  principal amount was issued by
us in March 2002.  The  proceeds  from the  issuance of the senior  subordinated
notes  issued  in March  2002 were used to pay off,  in its  entirety,  the then
outstanding  balance  under our  then-existing  term  loan A, and to reduce  the
amount outstanding under our then-existing term loan B, and pay related deferred
debt issuance costs.

         The  indentures  for the  senior  subordinated  notes  contain  certain
covenants that, among other things,  limit our ability to incur additional debt,
issue preferred stock, pay dividends or make certain other restricted  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 senior subordinated notes are redeemable at our option, in whole or
in part,  at any time at 103.208%  of their  principal  amount plus  accrued and
unpaid interest and liquidated  damages (as defined in the indentures),  if any,
beginning August 1, 2003,  101.604%  beginning August 1, 2004 and 100% beginning
August 1, 2005.  Upon the  occurrence  of a change in control (as defined in the
indentures),  we will be  required  to make an offer to  repurchase  the  senior
subordinated  notes at a price  equal  to 101% of the  principal  amount  of the
senior  subordinated  notes,  together  with  accrued  and unpaid  interest  and
liquidated damages,  if any, to the date of repurchase.  The senior subordinated
notes are not subject to any sinking fund requirements.

         On August 21, 2003,  we entered into a newly  amended and restated $200
million senior secured credit  facility,  which was further amended and restated
as of September 9, 2003,  comprised of a $50 million five-year  revolving credit
facility and a $150 million  six-year  term loan  facility.  The proceeds of the
term loan and of certain  drawings under the revolving credit facility were used
to fund the Ortega acquisition and to pay related  transaction fees and expenses
and to  fully  pay  off  our  remaining  obligations  under  term  loan B of our
then-existing  term loan  agreement  dated as of March 15, 1999.  In  connection
therewith,  we  capitalized  approximately  $5.3  million of new  deferred  debt
issuance costs related to the senior secured credit  facility and, in accordance
with the applicable guidance of the FASB's Emerging Issues Task Force, wrote off
$1.8 million of deferred  financing costs related to our then-existing term loan
B. With respect to the senior  secured credit  facility,  interest is determined
based on several  alternative  rates,  including the base lending rate per annum
plus an applicable  margin, or LIBOR plus an applicable margin (4.59% at July 3,
2004). The senior secured credit facility is secured by substantially all of our
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, our 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 total interest  coverage
ratio and a maximum  leverage  ratio.  Proceeds  of the  senior  secured  credit
facility are  restricted to funding our working  capital  requirements,  capital
expenditures and  acquisitions of companies in our line of business,  subject to
certain  additional   criteria.   The  senior  secured  credit  facility  limits
expenditures  on  acquisitions  to $50  million  per  acquisition  unless we can
satisfy certain leverage ratio  requirements.  The outstanding  balances for the
revolving  credit  facility  and the term loan at July 3, 2004 were $0.0 million
and $148.9 million,  respectively.  The available  borrowing  capacity under the
revolving credit facility, net of outstanding letters of credit of $0.6 million,
was approximately $49.4 million at July 3, 2004.

         On February 11, 2004,  our sole  stockholder,  B&G Foods Holdings Corp.
("B&G  Holdings"),  filed a  Registration  Statement on Form S-1, which was most
recently  amended by the filing of  Amendment  No. 5 on July 12,  2005,  for the
registration of the contemplated  issuance of (A) B&G Holdings'  enhanced income

                                       18
<PAGE>

securities,  or "EISs" (with each EIS  representing  one share of Class A common
stock and $6.90 aggregate  principal amount of new senior  subordinated notes of
B&G Holdings), and additional senior subordinated notes of B&G Holdings separate
from the EISs and (B) B&G Holdings' senior notes,  each as further  described in
the  registration  statement.  Each  of  the  offerings  is  contingent  on  the
completion of the other offerings. We and each of our subsidiaries are listed in
the  registration  statement as  additional  registrants.  In the event that the
offerings   contemplated  by  the   registration   statement  are   consummated,
simultaneously with the completion of the offerings,  we will be merged with and
into B&G Holdings and the surviving  entity will be renamed B&G Foods,  Inc. The
merged  entity  intends to use the net proceeds  from the  offerings and cash on
hand to repay all  outstanding  borrowings  under,  and terminate,  our existing
senior secured credit facility,  retire all of our existing senior  subordinated
notes,  repurchase all of B&G Holdings' outstanding capital stock. In connection
with the contemplated offerings,  the merged entity also expects to obtain a new
senior secured  revolving  credit  facility.  There can be no assurance that the
offerings will be completed on the terms described in the registration statement
or at all.  As of July 3, 2004,  we have paid  $1,721 of  transactions  fees and
expenses incurred by B&G Holdings in connection with the contemplated offerings.
Such amount is reflected as due from related party in our unaudited consolidated
balance sheet as of July 3, 2004.

         On  May 4,  2004,  Standard  &  Poor's  Ratings  Services  and  Moody's
Investors  Service  issued press  releases  announcing  changes to our corporate
credit  ratings.  Standard  & Poor's  lowered  our  corporate  credit and senior
secured debt ratings to 'B' from 'B+' and lowered our senior  subordinated  debt
ratings to 'CCC+' from 'B-'.  Moody's  lowered our senior implied rating to `B2'
from `B1' and our  unsecured  issuer  rating to 'B3' from  'B2'.  These  ratings
reflect, among other things, the impact of the offering of the contemplated EISs
and other offerings described above. The assignments of ratings by both Standard
& Poor's Ratings Services and Moody's Investors Service are subject to review of
final  documentation.  We expect ratings for our existing  senior secured credit
facility  and  existing  senior  subordinated  notes will be  withdrawn  by both
Standard & Poor's and Moody's upon closing of the offerings.

Future Capital Needs

         We are highly  leveraged.  On July 3, 2004,  our total  long-term  debt
(including current installments) and stockholder's equity was $368.2 million and
$104.3 million, respectively.

         Our ability to generate  sufficient cash to fund our operations depends
generally on the results of operations and the  availability  of financing.  Our
management  believes  that cash flow from  operations  in  conjunction  with the
available  borrowing  capacity  under  the  revolving  credit  facility,  net of
outstanding  letters of credit, of approximately  $49.4 million at July 3, 2004,
will be sufficient  for the  foreseeable  future to fund  operations,  meet debt
service requirements, fund capital expenditures and make future acquisitions, if
any. We expect to make  capital  expenditures  of between  $6.5 million and $8.0
million for each of fiscal 2004 and 2005.

Seasonality

         Sales  of a  number  of  our  products  tend  to be  seasonal.  In  the
aggregate, however, our sales are not heavily weighted to any particular quarter
due to the diversity of our product and brand portfolio.  Sales during the first
quarter of the fiscal  year are  generally  below  that of the  following  three
quarters.

         We purchase most of the produce used to make our shelf-stable  pickles,
relishes,  peppers and other related  specialty  items during the months of July
through October,  and we purchase all of our maple syrup requirements during the
months of April through  July.  Consequently,  our liquidity  needs are greatest
during these periods.

Recent Accounting Pronouncements

         In 2003,  the FASB revised  Statement No. 132  "Employers'  Disclosures
about  Pensions  and Other

                                       19
<PAGE>

Postretirement  Benefits." The FASB's revision of Statement No. 132 requires new
annual  disclosures  about  the  types  of  plan  assets,  investment  strategy,
measurement  date, plan  obligations and cash flows as well as the components of
the net periodic  benefit cost recognized in interim periods.  In addition,  SEC
registrants are now required to disclose its estimates of  contributions  to the
plan during the next fiscal year and the  components  of the fair value of total
plan assets by type (i.e. equity  securities,  debt securities,  real estate and
other assets). We adopted the provisions of Statement No. 132 (revised),  except
for the disclosure of expected future benefit payments,  which must be disclosed
for fiscal years ending after June 15, 2004.

Related-Party Transactions

         We and B&G Holdings are party to a management  services  agreement with
Bruckmann,  Rosser,  Sherrill & Co.,  Inc.,  the manager of  Bruckmann,  Rosser,
Sherrill & Co.,  L.P.,  pursuant to which we pay Bruckmann,  Rosser,  Sherrill &
Co.,  Inc.  $500,000  per  annum for  management,  business  and  organizational
strategy and merchant and  investment  banking  services  rendered to us and B&G
Holdings,  which services  include,  but are not limited to, advice on corporate
and financial  planning,  oversight of operations,  including the manufacturing,
marketing  and  sales  of our  products,  development  of  business  plans,  the
structure  of our debt and  equity  capitalization  and the  identification  and
development of business opportunities.  Bruckmann,  Rosser, Sherrill & Co., L.P.
and its  affiliates,  together with members of the our  management  and board of
directors,  own B&G  Holdings,  our sole  stockholder.  Any future  increase  in
payments under the management agreement with Bruckmann,  Rosser, Sherrill & Co.,
L.P.  are  restricted  by the  terms  of the  indentures  governing  our  senior
subordinated. We and Bruckmann, Rosser, Sherrill & Co., Inc. also are party to a
transaction services agreement pursuant to which Bruckmann,  Rosser,  Sherrill &
Co.,  Inc. will be paid a transaction  fee for  management,  financial and other
corporate advisory services rendered by Bruckmann,  Rosser, Sherrill & Co., Inc.
in connection with  acquisitions,  divestitures  and financings by us, which fee
will not exceed 1.0% of the total  transaction  value.  In  connection  with the
Ortega  acquisition  in fiscal  2003,  we paid  transaction  fees to  Bruckmann,
Rosser,  Sherrill & Co., Inc.  aggregating  $1.0 million for financial  advisory
services.

         We are a party to a lease for our Roseland facility with 426 Eagle Rock
Avenue Associates,  a real estate  partnership of which Leonard S. Polaner,  our
Chairman, is the general partner. We paid $59,600 per month in rent to 426 Eagle
Rock Avenue Associates pursuant to the Roseland lease.  Beginning April 1, 2004,
our monthly rent  increased to $68,500.  The lease expires in April 2009. In the
opinion of management, the terms of the Roseland lease are at least as favorable
to us as the terms that  could have been  obtained  from an  unaffiliated  third
party.

         In order  to  attract,  retain  and  motivate  selected  employees  and
officers of our company,  B&G Holdings adopted the B&G Foods Holdings Corp. 1997
Incentive  Stock Option Plan for our and our  subsidiaries'  key employees.  The
option plan authorizes for grant to key employees and officers options for up to
6,700 shares of common stock of B&G  Holdings.  The option plan  authorizes  B&G
Holdings to grant  either (i) options  intended to  constitute  incentive  stock
options  under the  Internal  Revenue Code of 1986 or (ii)  non-qualified  stock
options.  The option plan provides that it may be  administered by B&G Holdings'
board of directors. Options granted under the option plan will be exercisable in
accordance with the terms established by B&G Holdings' board of directors.  Upon
the occurrence of a change in control as defined in the option plan any unvested
outstanding options become immediately vested and exercisable in full. Under the
option plan, B&G Holdings'  board of directors  determines the exercise price of
each option  granted,  which in the case of incentive  stock options,  cannot be
less than fair value.  All option  grants have been made with an exercise  price
equal to the fair value of B&G Holdings  common stock as  determined  by a third
party  valuation.  Options will expire on the date  determined  by B&G Holdings'
board of  directors,  which may not be later than the tenth  anniversary  of the
date of grant. The options vest ratably over five years. No options were granted
during fiscal 2003 or during the 2004 twenty-six week year-to-date period. As of
July 3, 2004,  options to purchase 6,625 shares of common stock of B&G Holdings,
all of which were incentive stock options,  had been granted since the inception
of the option plan.


                                       20
<PAGE>

Off-balance Sheet Arrangements

         As of July 3, 2004, we did not have any off-balance sheet  arrangements
as defined in Item 303(a)(4)(ii) of Regulation S-K.

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 July 3, 2004:

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

                                              Actual Payments Due by Period

                                                 (Dollars in thousands)

Contractual Obligations:                   Total       Year 1       Year 2      Year 3       Year 4       Year 5 and
------------------------                   -----       ------       ------      ------       ------       ----------
                                                                                                          Thereafter
                                                                                                          ----------

Long-term debt                             $368,162      $ 1,500      $1,500       $1,500     $220,787         $142,875

Operating leases                             10,456        3,449       2,797        1,439        1,436            1,335

Management fees-related party                 1,250          500         500          250            0                0

Purchase commitments                         10,566       10,566           0            0            0                0
                                           --------      -------     -------      -------     --------       ----------

     Total contractual cash
        obligations                        $390,434      $16,015      $4,797       $3,189     $222,223         $144,210
                                           ========      =======     =======      =======     ========       ==========

</TABLE>

Forward-Looking Statements

         This report  includes  forward-looking  statements,  including  without
limitation  the  statements  under  "Management's  Discussion  and  Analysis  of
Financial   Condition  and  Results  of  Operations."   The  words   "believes,"
"anticipates,"   "plans,"  "expects,"  "intends,"  "estimates,"  "projects"  and
similar expressions are intended to identify forward-looking  statements.  These
forward looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause our actual results,  performance and  achievements,
or  industry  results,  to be  materially  different  from any  future  results,
performance,  or  achievements  expressed  or  implied  by  any  forward-looking
statements.  We believe  important  factors that could cause  actual  results to
differ materially from our expectations include the following:

    o    our substantial leverage;
    o    intense competition,  changes in consumer  preferences,  demand for our
         products,  the effects of  changing  prices for our raw  materials  and
         local economic and market conditions;
    o    our  continued  ability  to  promote  brand  equity  successfully,   to
         anticipate and respond to new consumer trends,  to develop new products
         and  markets,   to  broaden  brand   portfolios  in  order  to  compete
         effectively  with lower priced  products and markets in a consolidating
         environment  at  the  retail  and  manufacturing   levels,  to  improve
         productivity and to maintain access to credit markets;
    o    the risks associated with the expansion of our business;
    o    our possible inability to integrate any businesses we acquire;


                                       21
<PAGE>

    o    our borrowing costs and credit ratings,  which may be influenced by the
         credit ratings of our competitors;
    o    factors that affect the food industry generally, including:
         o    recalls if products become adulterated or misbranded, liability if
              product  consumption  causes  injury,  ingredient  disclosure  and
              labeling laws and regulations  and the possibility  that consumers
              could lose  confidence  in the safety and quality of certain  food
              products,  as well  as  recent  publicity  concerning  the  health
              implications of obesity and trans fatty acids; and
         o    the effects of currency  movements in Canada and  fluctuations  in
              the  level of our  customers'  inventories  and  credit  and other
              business risks related to our customers operating in a challenging
              economic and competitive environment; and
    o    other factors discussed elsewhere in this report.

         Developments  in any of these areas,  could cause our results to differ
materially from results that have been or may be projected by or on our behalf.

         All  forward-looking  statements  included  in this report are based on
information  available  to us on the  date  of  this  report.  We  undertake  no
obligation to publicly update or revise any forward-looking  statement,  whether
as a result of new  information,  future  events or  otherwise.  All  subsequent
written and oral forward-looking statements attributable to us or persons acting
on our  behalf are  expressly  qualified  in their  entirety  by the  cautionary
statements contained in this report.

         We  caution  that  the  foregoing  list  of  important  factors  is not
exclusive.  We  urge  you  not to  unduly  rely  on  forward-looking  statements
contained in this report.



Item 3.  Quantitative and Qualitative Disclosures About Market Risk

         In the normal  course of  operations,  we are  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 July 3,
2004,  our only  variable  rate  borrowings  were  under  the term  loan 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 our  borrowings at July 3, 2004,  would
result in an annual increase in interest  expense and a corresponding  reduction
in cash flow of approximately $0.9 million.

         We also have  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 issued by us
in August 1997 and $100 million principal amount was issued by us in March 2002.
The fair value of the $220 million  senior  subordinated  notes at July 3, 2004,
based on quoted market prices, was $226.6 million.

         On  May 4,  2004,  Standard  &  Poor's  Ratings  Services  and  Moody's
Investors  Service  issued press  releases  announcing  changes to our corporate
credit ratings.  See "Item 2. Management's  Discussion and Analysis of Financial
Condition and Results of Operations-- Liquidity and Capital Resources--Debt."

Item 4.  Controls and Procedures

         Evaluation of Disclosure  Controls and Procedures.  As required by Rule
13a-15(b) under the Securities Exchange Act of 1934, as amended, our management,
including our chief executive officer and our chief financial officer, conducted
an evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures as of the end of the period  covered by this report.  As
defined in Rule  13a-15(e)  and  15d-15(e)  under the Exchange  Act,  disclosure
controls and procedures are controls and


                                       22

<PAGE>

other  procedures  that we use that are  designed  to  ensure  that  information
required  to be  disclosed  by us in the  reports  we file or  submit  under the
Exchange Act is recorded,  processed,  summarized and reported,  within the time
periods  specified  in the  SEC's  rules  and  forms.  Disclosure  controls  and
procedures  include,  without  limitation,  controls and procedures  designed to
ensure that information required to be disclosed by us in the reports we file or
submit under the Exchange Act is accumulated and communicated to our management,
including  our chief  executive  officer  and our chief  financial  officer,  as
appropriate, to allow timely decisions regarding required disclosure.

         Based on that  evaluation,  our chief  executive  officer and our chief
financial  officer  concluded that our disclosure  controls and procedures  were
effective as of the end of the period covered by this report. It should be noted
that any system of controls,  however well  designed and  operated,  is based in
part upon certain assumptions and can provide only reasonable, and not absolute,
assurance that the objectives of the system are met.

         Changes in Internal  Control Over Financial  Reporting.  As required by
Rule  13a-15(d)  under the Exchange  Act, our  management,  including  our chief
executive officer and our chief financial officer,  also conducted an evaluation
of our internal control over financial reporting to determine whether any change
occurred during the quarter covered by this report that has materially affected,
or is  reasonably  likely  to  materially  affect,  our  internal  control  over
financial reporting.  Based on that evaluation,  our chief executive officer and
our chief financial  officer  concluded that there has been no change during the
quarter  covered by this report that has materially  affected,  or is reasonably
likely to materially affect, our internal control over financial reporting.

                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings

         In the ordinary  course of business,  we are involved in various  legal
proceedings.  We do not  believe the  outcome of these  proceedings  will have a
material  adverse effect on our  consolidated  financial  condition,  results of
operations or liquidity.

         In January 2002, we were 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 our company,  at the
Combe Fill South  Landfill,  a Superfund  site.  In February  2003, we paid $0.1
million in settlement of all asserted  claims  arising from this matter,  and in
March 2003 a bar order was entered by the United States  District  Court for the
District of New Jersey  protecting  us, 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.


                                       23

<PAGE>

Item 5.  Other Information

         Not applicable.

Item 6.  Exhibits and Reports on Form 8-K

        (a)      Exhibits

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

2.1                     Stock  Purchase  Agreement,  dated July 2, 1998,  by and
                        among BGH Holdings,  Inc., Maple Grove Farms of Vermont,
                        Inc., Up Country Naturals of Vermont, Inc., Les Produits
                        Alimentaires  Jacques et Fils Inc.,  William F. Callahan
                        and Ruth M.  Callahan.  (Filed with the  Securities  and
                        Exchange  Commission as Exhibit 2.1 to Commission Filing
                        No. 333-39813 on August 3, 1998 and incorporated  herein
                        by reference)
2.2                     Asset Purchase Agreement,  dated as of January 12, 1999,
                        by   and   among    Roseland    Distribution    Company,
                        International  Home Foods,  Inc.  and M.  Polaner,  Inc.
                        (Filed with the  Securities  and Exchange  Commission as
                        Exhibit  1 to the  Company's  Report  on Form 8-K  filed
                        February 19, 1999 and incorporated herein by reference)
2.3                     Asset and Stock Purchase Agreement,  dated as of January
                        28, 1999, by and among The Pillsbury Company,  Indivined
                        B.V., IC Acquisition Company, Heritage Acquisition Corp.
                        and, as guarantor, B&G Foods, Inc. (Filed as Exhibit 2.1
                        to the Company's  Report on Form 8-K filed April 1, 1999
                        and incorporated herein by reference)
2.4                     Asset  Purchase  Agreement  dated as of July 29, 2003 by
                        and among Nestle Prepared Foods Company  (formerly known
                        as Nestle USA - Prepared Foods Division,  Inc.),  Ortega
                        Holdings  Inc.  (formerly  known as O Brand  Acquisition
                        Corp.) and B&G Foods,  Inc.  (Filed with the  Securities
                        and Exchange  Commission as Exhibit 2.1 to the Company's
                        Report  on  Form  8-K   filed   August   22,   2003  and
                        incorporated herein by reference)
2.5                     Intellectual  Property  Purchase  Agreement  dated as of
                        August 21,  2003  between  Societe des  Produits  Nestle
                        S.A.,  Nestec Ltd., and O Brand Acquisition Corp. (Filed
                        with the Securities  and Exchange  Commission as Exhibit
                        2.5 to Registration Statement No. 333-112680 on February
                        11, 2004 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  Grove 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)

                                       24
<PAGE>

3.6                     Bylaws of Maple Grove 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 Ortega  Holdings Inc.
                        (formerly known as O Brand  Acquisition  Corp.).  (Filed
                        with the Securities  and Exchange  Commission as Exhibit
                        3.1 to Current  Report on Form 8-K on November  13, 2003
                        and incorporated herein by reference)
3.12                    Bylaws  of Ortega  Holdings  Inc.  (formerly  known as O
                        Brand Acquisition Corp.). (Filed with the Securities and
                        Exchange  Commission as Exhibit 3.2 to Current Report on
                        Form 8-K on November 13, 2003 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 among B&G Foods,
                        Inc., BGH Holdings,  Inc., RWBW  Acquisition  Corp., BRH
                        Holdings,  Inc.,  Bloch & Guggenheimer,  Inc.,  Roseland
                        Distribution  Company,  Burns & Ricker,  Inc.,  Roseland
                        Manufacturing,  Inc.,


                                       25

<PAGE>

                        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) among 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  Grove  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 among 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 Grove 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)
4.4                     Third  Supplemental  Indenture  dated as of October  30,
                        2003 (to the  Indenture  dated as of  August  11,  1997)
                        among B&G  Foods,  Inc.,  BGH  Holdings,  Inc.,  Bloch &
                        Guggenheimer,   Inc.,  Polaner,  Inc.  (f.k.a.  Roseland
                        Distribution Company), Trappey's Fine Foods, Inc., Maple
                        Grove Farms of Vermont, Inc., William Underwood Company,
                        Heritage  Acquisition  Corp., Les Produits  Alimentaires
                        Jacques Et Fils, Inc., Ortega Holdings Inc. and the Bank
                        of New York.  (Filed with the  Securities  and  Exchange
                        Commission as Exhibit 4.4 to Registration  Statement No.
                        333-112680 on February 11, 2004 and incorporated  herein
                        by reference)
4.5                     Indenture  dated as of March 7, 2002  among  B&G  Foods,
                        Inc, BGH Holdings, Inc., RWBV Acquisition Corp., Bloch &
                        Guggenheimer,  Inc., Polaner, Inc., Maple Grove 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)
4.6                     First  Supplemental  Indenture  dated as of October  30,
                        2003 (to the Indenture  dated as of March 7, 2002) among
                        B&G   Foods,   Inc,   BGH   Holdings,   Inc.,   Bloch  &
                        Guggenheimer,  Inc., Polaner, Inc., Maple Grove Farms of
                        Vermont,  Inc.,  Les  Produits  Alimentaires  Jacques Et
                        Fils, Inc., Heritage  Acquisition Corp.,  Trappey's Fine
                        Foods, Inc., William Underwood Company,  Ortega Holdings
                        Inc. and The Bank of New York,  as trustee.  (Filed with
                        the Securities and Exchange Commission as Exhibit 4.6 to
                        Registration  Statement  No.  333-112680 on February 11,
                        2004 and incorporated herein by reference)
4.7                     Form of the  Company's  9 5/8%  Senior  Notes  due 2007.
                        (Included in Exhibits 4.1 and 4.5)
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)

                                       26
<PAGE>

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                    Amended and Restated  Revolving Credit Agreement,  dated
                        as of August 21, 2003,  among B&G Foods Holdings  Corp.,
                        B&G Foods,  Inc.,  as  borrower,  the several  banks and
                        other  financial  institutions  or entities from time to
                        time parties thereto, Lehman Brothers Inc., as Arranger,
                        Lehman Commercial Paper Inc., as  Administrative  Agent,
                        and the Other Agents named therein. (Included in Exhibit
                        10.5, as further amended and restated as of September 9,
                        2003)
10.5                    First  Amendment,  dated as of September 9, 2003, to the
                        Amended and Restated  Revolving Credit Agreement,  dated
                        as of August 21, 2003,  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
                        arranger,    Lehman    Commercial    Paper   Inc.,    as
                        administrative  agent,  and The Bank of New York, as the
                        Existing Issuing Lender.  (Filed with the Securities and
                        Exchange Commission as Exhibit 10.1 to Current Report on
                        Form 8-K on November 13, 2003 and incorporated herein by
                        reference)
10.6                    Amended and Restated  Term Loan  Agreement,  dated as of
                        August 21, 2003,  among B&G Foods  Holdings  Corp.,  B&G
                        Foods,  Inc.,  as borrower,  the several banks and other
                        financial  institutions  or  entities  from time to time
                        parties  thereto,  Lehman  Brothers  Inc.,  as Arranger,
                        Lehman Commercial Paper Inc., as  Administrative  Agent,
                        and the Other Agents named therein. (Included in Exhibit
                        10.7, as further amended and restated as of September 9,
                        2003)
10.7                    First  Amendment,  dated as of September 9, 2003, to the
                        Amended and Restated  Term Loan  Agreement,  dated as of
                        August 21, 2003,  among B&G Foods  Holdings  Corp.,  B&G
                        Foods,  Inc.,  the  several  banks and  other  financial
                        institutions  or  entities  from  time to  time  parties
                        thereto,  Lehman Brothers Inc., as arranger,  and Lehman
                        Commercial Paper Inc., as administrative  agent.  (Filed
                        with the Securities  and Exchange  Commission as Exhibit
                        10.2 to Current  Report on Form 8-K on November 13, 2003
                        and incorporated herein by reference)
10.8                    Amended and Restated Guarantee and Collateral Agreement,
                        dated as of  August  21,  2003,  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 with the  Securities  and
                        Exchange Commission as Exhibit 10.3 to Current Report on
                        Form 8-K on November 13, 2003 and incorporated herein by
                        reference)
10.9                    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)
10.10                   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)
10.11                   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

                                       27
<PAGE>

                        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)
10.12                   Agreement   by  and  between   Emeril's   Food  of  Love
                        Productions,  L.L.C.  and B&G Foods,  Inc. dated June 9,
                        2000. (Filed with the Securities and Exchange Commission
                        as  Exhibit   10.13  to   Registration   Statement   No.
                        333-112680 and incorporated herein by reference)
31.1                    Certification   pursuant  to  Rule   13a-14(a)  or  Rule
                        15d-14(a) of the Securities  Exchange Act of 1934 of the
                        Chief Executive Officer. (Filed herewith)
31.2                    Certification   pursuant  to  Rule   13a-14(a)  or  Rule
                        15d-14(a) of the Securities  Exchange Act of 1934 of the
                        Chief Financial Officer. (Filed herewith)
32.1                    Certification  pursuant to 18 U.S.C.  Section  1350,  as
                        adopted  pursuant to Section  906 of the  Sarbanes-Oxley
                        Act of 2002,  of the  Chief  Executive  Officer.  (Filed
                        herewith)
32.2                    Certification  pursuant to 18 U.S.C.  Section  1350,  as
                        adopted  pursuant to Section  906 of the  Sarbanes-Oxley
                        Act of 2002,  of the  Chief  Financial  Officer.  (Filed
                        herewith)

(b)      Reports on Form 8-K

         During the  quarter  ended  April 3, 2004,  we did not file any Current
         Reports on Form 8-K.

         After the  quarter  ended April 3, 2004 and prior to the filing of this
         report, we filed the following Current Report on Form 8-K:

         Current  Report on Form 8-K (Items 5 and 7),  dated and filed  April 5,
         2004 to restate the  Computation  of Ratio to Earnings to Fixed Charges
         filed as Exhibit 12.1 to the Company's Annual Report on Form 10-K filed
         on April 2, 2004 in order to correct a typographical error.


                                       28
<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 22, 2004                    B&G FOODS, INC.

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






<PAGE>

                                INDEX TO EXHIBITS


       EXHIBIT NO.                            DESCRIPTION
----------------------  --------------------------------------------------------
2.1                     Stock  Purchase  Agreement,  dated July 2, 1998,  by and
                        among BGH Holdings,  Inc., Maple Grove Farms of Vermont,
                        Inc., Up Country Naturals of Vermont, Inc., Les Produits
                        Alimentaires  Jacques et Fils Inc.,  William F. Callahan
                        and Ruth M.  Callahan.  (Filed with the  Securities  and
                        Exchange  Commission as Exhibit 2.1 to Commission Filing
                        No. 333-39813 on August 3, 1998 and incorporated  herein
                        by reference)
2.2                     Asset Purchase Agreement,  dated as of January 12, 1999,
                        by   and   among    Roseland    Distribution    Company,
                        International  Home Foods,  Inc.  and M.  Polaner,  Inc.
                        (Filed with the  Securities  and Exchange  Commission as
                        Exhibit  1 to the  Company's  Report  on Form 8-K  filed
                        February 19, 1999 and incorporated herein by reference)
2.3                     Asset and Stock Purchase Agreement,  dated as of January
                        28, 1999, by and among The Pillsbury Company,  Indivined
                        B.V., IC Acquisition Company, Heritage Acquisition Corp.
                        and, as guarantor, B&G Foods, Inc. (Filed as Exhibit 2.1
                        to the Company's  Report on Form 8-K filed April 1, 1999
                        and incorporated herein by reference)
2.4                     Asset  Purchase  Agreement  dated as of July 29, 2003 by
                        and among Nestle Prepared Foods Company  (formerly known
                        as Nestle USA - Prepared Foods Division,  Inc.),  Ortega
                        Holdings  Inc.  (formerly  known as O Brand  Acquisition
                        Corp.) and B&G Foods,  Inc.  (Filed with the  Securities
                        and Exchange  Commission as Exhibit 2.1 to the Company's
                        Report  on  Form  8-K   filed   August   22,   2003  and
                        incorporated herein by reference)
2.5                     Intellectual  Property  Purchase  Agreement  dated as of
                        August 21,  2003  between  Societe des  Produits  Nestle
                        S.A.,  Nestec Ltd., and O Brand Acquisition Corp. (Filed
                        with the Securities  and Exchange  Commission as Exhibit
                        2.5 to Registration Statement No. 333-112680 on February
                        11, 2004 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  Grove 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 Grove 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


<PAGE>

                        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 Ortega  Holdings Inc.
                        (formerly known as O Brand  Acquisition  Corp.).  (Filed
                        with the Securities  and Exchange  Commission as Exhibit
                        3.1 to Current  Report on Form 8-K on November  13, 2003
                        and incorporated herein by reference)
3.12                    Bylaws  of Ortega  Holdings  Inc.  (formerly  known as O
                        Brand Acquisition Corp.). (Filed with the Securities and
                        Exchange  Commission as Exhibit 3.2 to Current Report on
                        Form 8-K on November 13, 2003 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 among B&G Foods,
                        Inc., BGH Holdings,  Inc., RWBW  Acquisition  Corp., BRH
                        Holdings,  Inc.,  Bloch & Guggenheimer,  Inc.,  Roseland
                        Distribution  Company,  Burns & Ricker,  Inc.,  Roseland
                        Manufacturing,  Inc., 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) among 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  Grove  Farms  of
                        Vermont,  Inc.,  William  Underwood  Company,   Heritage
                        Acquisition  Corp. and the


<PAGE>

                        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 among 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 Grove 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)
4.4                     Third  Supplemental  Indenture  dated as of October  30,
                        2003 (to the  Indenture  dated as of  August  11,  1997)
                        among B&G  Foods,  Inc.,  BGH  Holdings,  Inc.,  Bloch &
                        Guggenheimer,   Inc.,  Polaner,  Inc.  (f.k.a.  Roseland
                        Distribution Company), Trappey's Fine Foods, Inc., Maple
                        Grove Farms of Vermont, Inc., William Underwood Company,
                        Heritage  Acquisition  Corp., Les Produits  Alimentaires
                        Jacques Et Fils, Inc., Ortega Holdings Inc. and the Bank
                        of New York.  (Filed with the  Securities  and  Exchange
                        Commission as Exhibit 4.4 to Registration  Statement No.
                        333-112680 on February 11, 2004 and incorporated  herein
                        by reference)
4.5                     Indenture  dated as of March 7, 2002  among  B&G  Foods,
                        Inc, BGH Holdings, Inc., RWBV Acquisition Corp., Bloch &
                        Guggenheimer,  Inc., Polaner, Inc., Maple Grove 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)
4.6                     First  Supplemental  Indenture  dated as of October  30,
                        2003 (to the Indenture  dated as of March 7, 2002) among
                        B&G   Foods,   Inc,   BGH   Holdings,   Inc.,   Bloch  &
                        Guggenheimer,  Inc., Polaner, Inc., Maple Grove Farms of
                        Vermont,  Inc.,  Les  Produits  Alimentaires  Jacques Et
                        Fils, Inc., Heritage  Acquisition Corp.,  Trappey's Fine
                        Foods, Inc., William Underwood Company,  Ortega Holdings
                        Inc. and The Bank of New York,  as trustee.  (Filed with
                        the Securities and Exchange Commission as Exhibit 4.6 to
                        Registration  Statement  No.  333-112680 on February 11,
                        2004 and incorporated herein by reference)
4.7                     Form of the  Company's  9 5/8%  Senior  Notes  due 2007.
                        (Included in Exhibits 4.1 and 4.5)
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                    Amended and Restated  Revolving Credit Agreement,  dated
                        as of August 21, 2003,  among B&G Foods Holdings  Corp.,
                        B&G Foods,  Inc.,  as  borrower,  the several  banks and
                        other  financial  institutions  or entities from time to
                        time parties thereto, Lehman Brothers Inc., as Arranger,
                        Lehman Commercial Paper Inc., as  Administrative  Agent,
                        and the Other Agents named therein. (Included in Exhibit
                        10.5, as further amended



<PAGE>

                        and restated as of September 9, 2003)
10.5                    First  Amendment,  dated as of September 9, 2003, to the
                        Amended and Restated  Revolving Credit Agreement,  dated
                        as of August 21, 2003,  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
                        arranger,    Lehman    Commercial    Paper   Inc.,    as
                        administrative  agent,  and The Bank of New York, as the
                        Existing Issuing Lender.  (Filed with the Securities and
                        Exchange Commission as Exhibit 10.1 to Current Report on
                        Form 8-K on November 13, 2003 and incorporated herein by
                        reference)
10.6                    Amended and Restated  Term Loan  Agreement,  dated as of
                        August 21, 2003,  among B&G Foods  Holdings  Corp.,  B&G
                        Foods,  Inc.,  as borrower,  the several banks and other
                        financial  institutions  or  entities  from time to time
                        parties  thereto,  Lehman  Brothers  Inc.,  as Arranger,
                        Lehman Commercial Paper Inc., as  Administrative  Agent,
                        and the Other Agents named therein. (Included in Exhibit
                        10.7, as further amended and restated as of September 9,
                        2003)
10.7                    First  Amendment,  dated as of September 9, 2003, to the
                        Amended and Restated  Term Loan  Agreement,  dated as of
                        August 21, 2003,  among B&G Foods  Holdings  Corp.,  B&G
                        Foods,  Inc.,  the  several  banks and  other  financial
                        institutions  or  entities  from  time to  time  parties
                        thereto,  Lehman Brothers Inc., as arranger,  and Lehman
                        Commercial Paper Inc., as administrative  agent.  (Filed
                        with the Securities  and Exchange  Commission as Exhibit
                        10.2 to Current  Report on Form 8-K on November 13, 2003
                        and incorporated herein by reference)
10.8                    Amended and Restated Guarantee and Collateral Agreement,
                        dated as of  August  21,  2003,  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 with the  Securities  and
                        Exchange Commission as Exhibit 10.3 to Current Report on
                        Form 8-K on November 13, 2003 and incorporated herein by
                        reference)
10.9                    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)
10.10                   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)
10.11                   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)
10.12                   Agreement   by  and  between   Emeril's   Food  of  Love
                        Productions,  L.L.C.  and B&G Foods,  Inc. dated June 9,
                        2000. (Filed with the Securities and Exchange Commission
                        as  Exhibit   10.13  to   Registration   Statement   No.
                        333-112680 and incorporated herein by reference)
31.1                    Certification   pursuant  to  Rule   13a-14(a)  or  Rule
                        15d-14(a) of the Securities  Exchange Act of 1934 of the
                        Chief Executive Officer. (Filed herewith)
31.2                    Certification   pursuant  to  Rule   13a-14(a)  or  Rule
                        15d-14(a) of the Securities  Exchange Act of 1934 of the
                        Chief Financial Officer. (Filed herewith)

<PAGE>

32.1                    Certification  pursuant to 18 U.S.C.  Section  1350,  as
                        adopted  pursuant to Section  906 of the  Sarbanes-Oxley
                        Act of 2002,  of the  Chief  Executive  Officer.  (Filed
                        herewith)
32.2                    Certification  pursuant to 18 U.S.C.  Section  1350,  as
                        adopted  pursuant to Section  906 of the  Sarbanes-Oxley
                        Act of 2002,  of the  Chief  Financial  Officer.  (Filed
                        herewith)