As filed with the Securities and Exchange Commission on April 25, 2003

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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q



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

                      For the quarterly period ended March 29, 2003

                                       or


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


             For the transition period from _________ to _________.

                        Commission file number 333-39813



                                 B&G FOODS, INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

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

      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 April  25,  2003,  B&G  Foods,  Inc.  had one (1) share of common
stock, $.01 par value, outstanding, which was owned by an affiliate.

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



<PAGE>


                        B&G Foods, Inc. and Subsidiaries


                                      Index

                                                                        Page No.
                                                                        --------

PART I.       FINANCIAL INFORMATION

      Item 1.   Financial Statements (Unaudited)

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

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

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

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

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

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

      Item 4.    Controls and Procedures...................................13

PART II.      OTHER INFORMATION

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

      Item 2.    Changes in Securities and Use of Proceeds.................14

      Item 3.    Defaults Upon Senior Securities...........................14

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

      Item 5.    Other Information.........................................14

      Item 6.    Exhibits and Reports on Form 8-K..........................15
                 (a)  Exhibits
                 (b)  Reports on Form 8-K

SIGNATURES

CERTIFICATIONS

INDEX TO EXHIBITS


                                      (i)


<PAGE>


                                     PART I
                              FINANCIAL INFORMATION


Item 1.  Financial Statements

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

<TABLE>
<CAPTION>
                   Assets                                        March 29, 2003      December 28, 2002
                                                                 --------------      -----------------
                                                                   (Unaudited)
<S>                                                              <C>                 <C>
Current assets:
      Cash and cash equivalents                                  $        11,311      $    15,866
      Trade accounts receivable, net                                      18,774           21,900
      Inventories                                                         64,163           67,536
      Prepaid expenses                                                     2,310            2,024
      Deferred income taxes                                                1,485            1,485
                                                                 --------------------------------
           Total current assets                                           98,043          108,811

Property, plant and equipment, net                                        37,323           37,414
Goodwill                                                                 112,319          112,319
Trademarks                                                               162,781          162,781
Other assets                                                               8,663            9,348
                                                                 --------------------------------

                                                                 $       419,129      $   430,673
                                                                 ================================

           Liabilities and Stockholder's Equity

Current liabilities:
      Current installments of long-term debt                     $           336    $         370
      Trade accounts payable                                              16,467           18,826
      Accrued expenses                                                    12,328           19,425
      Due to related party                                                    83              208
                                                                 --------------------------------
           Total current liabilities                                      29,214           38,829

Long-term debt                                                           268,425          273,426
Deferred income taxes                                                     40,863           40,046
Other liabilities                                                            305              291
                                                                 --------------------------------
           Total liabilities                                             338,807          352,592

Stockholder's equity:
Common stock, $.01 par value per share.  Authorized
      1,000 shares; issued and outstanding 1 share                          -                -
Additional paid-in capital                                                56,392           56,392
Retained earnings                                                         23,930           21,689
                                                                 --------------------------------
           Total stockholder's equity                                     80,322           78,081
                                                                 --------------------------------

                                                                 $       419,129      $   430,673
                                                                 ================================

                See notes to consolidated financial statements.

</TABLE>


                                       1


<PAGE>


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


                                                          Thirteen Weeks Ended
                                                      March 29,       March 30,
                                                        2003           2002
                                                      ---------       ---------

Net sales...................................         $   67,454     $   66,210
Cost of goods sold..........................             47,388         45,505
                                                     ----------     ----------
    Gross profit............................             20,066         20,705
Sales, marketing and distribution expenses                7,443          7,900
General and administrative expenses.........              1,632          1,278
Management fees-related party...............                125            125
                                                     ----------     ----------
    Operating income........................             10,866         11,402
Interest expense............................              7,223          6,372
                                                     ----------     ----------
    Income before income tax expense .......              3,643          5,030
Income tax expense .........................              1,402          2,012
                                                     ----------     ----------
    Net income .............................         $    2,241     $    3,018
                                                     ==========     ==========


                See notes to consolidated financial statements.


                                       2


<PAGE>


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

<TABLE>
<CAPTION>

                                                                                        Thirteen Weeks Ended
                                                                                March 29, 2003        March 30, 2002
                                                                                --------------        --------------
<S>                                                                             <C>                   <C>

Cash flows from operating activities:
Net income................................................................         $       2,241       $       3,018
Adjustments to reconcile net income to net cash provided by operating
   activities:
   Depreciation and amortization..........................................                 1,361               1,226
   Deferred income tax expense............................................                   817               2,012
   Amortization of deferred debt issuance costs and bond discount.........                   743                 516
   Provision for bad debt.................................................                   575                  11
   Changes in assets and liabilities, net of effects of net assets sold:
         Trade accounts receivable........................................                 2,551               4,537
         Inventories......................................................                 3,373              (1,123)
         Prepaid expenses.................................................                  (286)               (484)
         Other assets.....................................................                    (1)                  -
         Trade accounts payable...........................................                (2,359)             (4,480)
         Accrued expenses.................................................                (7,138)             (4,795)
         Due to related parties...........................................                  (125)               (125)
         Other liabilities................................................                    14                  14
                                                                                   --------------      --------------
     Net cash provided by operating activities............................                 1,766                 327

Cash flows from investing activities:
   Capital expenditures...................................................                (1,229)             (1,641)
                                                                                   --------------      --------------
     Net cash used in investing activities................................                (1,229)             (1,641)

Cash flows from financing activities:
   Payments of long-term debt.............................................                (5,092)           (100,438)
   Proceeds from issuance of long-term debt...............................                     -              98,760
   Payments of debt issuance costs........................................                     -              (3,247)
                                                                                   --------------      --------------
     Net cash used in financing activities................................                (5,092)             (4,925)

                                                                                   --------------      --------------
     Decrease in cash and cash equivalents................................                (4,555)             (6,239)

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

Cash and cash equivalents at end of period................................         $      11,311              $8,816
                                                                                   ==============      ==============

Supplemental disclosure of cash flow information - Cash paid for:
     Interest.............................................................         $      11,788       $       9,821
     Income taxes.........................................................         $         214       $         279


                See notes to consolidated financial statements.

</TABLE>


                                       3


<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 March 29,
2003  and  the  results  of  their  operations  and  their  cash  flows  for the
thirteen-week periods ended March 29, 2003 and March 30, 2002.

         The results of operations for the thirteen-week  period ended March 29,
2003 are not  necessarily  indicative of the results to be expected for the full
year.  The  accompanying  consolidated  financial  statements  should be read in
conjunction with the consolidated financial statements and notes included in the
Company's 2002 Annual Report on Form 10-K filed with the Securities and Exchange
Commission.

(2)      Adoption of New Accounting Standards

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

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

(3)      Nature of Operations

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


                                       4


<PAGE>


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

(4)      Inventories

         Inventories consist of the following:

                                        March 29, 2003        December 28, 2002
                                        --------------        -----------------
Raw materials and packaging.......       $      14,202           $     13,601
Work in process...................               1,135                  1,623
Finished goods....................              48,826                 52,312
                                         -------------           ------------
                                         $      64,163           $     67,536
                                         =============           =============

(5)      Debt

         The Company is a party to a $280,000  Senior  Secured  Credit  Facility
(the  "Senior  Secured  Credit  Facility")  comprised  of  a  $60,000  five-year
revolving  credit facility  ("Revolving  Credit  Facility"),  a $70,000 (initial
amount)  five-year Term Loan A ("Term Loan A"), which has been paid in full, and
a $150,000 (initial amount)  seven-year Term Loan B ("Term Loan B," and together
with Term Loan A, the "Term Loan  Facilities").  Interest is determined based on
several  alternative  rates as stipulated in the Senior Secured Credit Facility,
including  the base lending rate per annum plus an applicable  margin,  or LIBOR
plus an applicable  margin.  The Senior  Secured  Credit  Facility is secured by
substantially  all of the Company's  assets.  The Senior Secured Credit Facility
provides  for  mandatory  prepayments  upon the  occurrence  of certain  events,
including  material asset  dispositions and issuances of securities.  The Senior
Secured Credit Facility  contains  covenants that restrict,  among other things,
the Company's ability to incur additional indebtedness, pay dividends and create
certain  liens.  The  Senior  Secured  Credit  Facility  also  contains  certain
financial  covenants,  which,  among other  things,  specify and define  maximum
capital  expenditure  limits,  a minimum fixed charge  coverage ratio, a minimum
total interest  coverage  ratio and a maximum  leverage  ratio.  Proceeds of the
Senior Secured Credit  Facility are restricted to funding the Company's  working
capital requirements,  capital expenditures and acquisitions of companies in the
same line of business as the Company,  subject to certain  additional  criteria.
The Senior  Secured Credit  Facility  limits  expenditures  on  acquisitions  to
$40,000  per year.  There were no  borrowings  outstanding  under the  Revolving
Credit  Facility  at March 29,  2003 and  December  28,  2002.  The  outstanding
balances  for Term Loan A and Term Loan B at March 29, 2003 were $0 and $49,763,
respectively.

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

         As part of a  registration  rights  agreement  dated March 7, 2002, the
Company  agreed to offer to  exchange  an  aggregate  principal  amount of up to
$220,000 of its 9 5/8% Senior Subordinated Notes due 2007


                                       5


<PAGE>


(the "Exchange Notes") for a like principal amount of its Notes outstanding (the
"Exchange Offer"). The terms of the Exchange Notes are identical in all material
respects  to those of the Notes  (including  principal  amount,  interest  rate,
maturity  and  guarantees),   except  for  certain  transfer   restrictions  and
registration  rights relating to the New Notes. The Exchange Offer was completed
on June 27, 2002.

         The  indentures for the Notes contain  certain  covenants  that,  among
other things,  limit the ability of the Company to incur  additional debt, issue
preferred stock, pay dividends or make certain other restricted payments,  enter
into certain  transactions  with  affiliates,  make certain asset  dispositions,
merge or  consolidate  with,  or  transfer  substantially  all of its assets to,
another person or entity, encumber assets under certain circumstances,  restrict
dividends  and other  payments from  subsidiaries,  engage in sale and leaseback
transactions, issue capital stock, or engage in certain business activities.

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

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

(6)      Environmental Matters

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

         In January 2002, the Company was named as a third-party defendant in an
action regarding environmental  liability under the Comprehensive  Environmental
Response,  Compensation and Liability Act, or Superfund, for alleged disposal of
waste by White Cap  Preserves,  an alleged  predecessor  of the Company,  at the
Combe Fill South  Landfill,  a Superfund  site.  White Cap Preserves is a former
subsidiary of M. Polaner, Inc. M. Polaner, Inc. was sold by one of the Company's
former parent companies and was ultimately acquired by International Home Foods,
Inc. In February 2003, B&G paid $.1 million in settlement of all asserted claims
arising  from the  disposal  of waste by White Cap  Preserves  at the Combe Fill
South  Landfill  Superfund  site.  In March 2003, a bar order was entered by the
United  States  District  Court for the District of New Jersey  protecting  B&G,
subject to a limited re-opener clause, from any claims for contribution, natural
resources damages and certain other claims related to the action until such time
that the litigation is dismissed.


                                       6


<PAGE>


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

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

Results of Operations

         13 week period  ended March 29, 2003  compared to 13 week period  ended
March 30, 2002.

         Net Sales.  Net sales  increased  $1.3 million or 1.9% to $67.5 million
for the thirteen week period ended March 29, 2003 (the "2003 Quarterly  Period")
from $66.2  million for the thirteen week period ended March 30, 2002 (the "2002
Quarterly  Period").  Sales of the Company's line of Underwood  brands,  Polaner
brands,  B&M Baked  Beans  and  Bloch &  Guggenheimer  products  increased  $1.1
million,  $0.4 million,  $0.3 million and $0.3 million or 26.7%,  4.9%, 6.1% and
2.6%,  respectively,  reflecting higher unit volume. These increases were offset
by a  reduction  of sales in Vermont  Maid  brands and  Regina  products  in the
amounts of $0.5 million and $0.3 million or 54.8% and 7.4%, respectively.

         Gross  Profit.  Gross  profit  decreased  $0.6 million or 3.1% to $20.1
million for the 2003 Quarterly  Period from $20.7 million for the 2002 Quarterly
Period.  Gross profit  expressed as a percentage of net sales decreased to 29.7%
for the 2003  Quarterly  Period from 31.3% for the 2002  Quarterly  Period.  The
decrease  in gross  profit  percentage  is due in part to an  increase  in trade
spending of 0.7% and an increase in costs of maple syrup of 0.9%.

         Sales,  Marketing  and  Distribution  Expenses.  Sales,  marketing  and
distribution  expenses  decreased  $0.5  million or 5.8% to $7.4 million for the
2003  Quarterly  Period from $7.9 million for the 2002  Quarterly  Period.  Such
expenses  expressed as a percentage of net sales  decreased to 11.0% in the 2003
Quarterly  Period  from  11.9% in the 2002  Quarterly  Period.  Marketing  costs
decreased $0.3 million or 16.3% and warehousing  costs decreased $0.2 million or
16.2% due to reductions in headcount.

         General  and  Administrative   Expenses.   General  and  administrative
expenses and management fees increased $0.4 million or 25.2% to $1.8 million for
the 2003  Quarterly  Period  from $1.4  million  in the 2002  Quarterly  Period.
Included in the 2003  Quarterly  Period is a bad debt  write-off of $0.6 million
relating  to Fleming  Companies,  Inc.  ("Fleming"),  which filed for Chapter 11
bankruptcy on April 1, 2003. All other expenses decreased $0.2 million.

         Operating  Income.  As a  result  of the  foregoing,  operating  income
decreased  $0.5 million or 4.7% to $10.9 million for the 2003  Quarterly  Period
from $11.4 million for the 2002 Quarterly Period.  Operating income expressed as
a percentage of net sales  decreased to 16.1% in the 2003 Quarterly  Period from
17.2% in the 2002 Quarterly Period.

         Interest  Expense.  Interest  expense  increased  $0.9  million to $7.2
million for the 2003  Quarterly  Period from $6.4 million in the 2002  Quarterly
Period as a result of higher fixed interest  rates in the 2003 Quarterly  Period
as a result of the issuance of the New Notes and the related  refinancing at the
end of the 2002 Quarterly Period.

         Income Tax Expense.  Income tax expense decreased $0.6 million or 30.3%
to $1.4  million for the 2003  Quarterly  Period  from $2.0  million in the 2002
Quarterly  Period.  The  Company's  effective  tax rate was  38.5%  for the 2003
Quarterly Period and 40.0% for the 2002 Quarterly Period.


                                       7


<PAGE>


         EBITDA. Because of the highly leveraged status of the Company, earnings
before interest, taxes, depreciation and amortization ("EBITDA") is an important
performance measure used by the Company and its investors.  The Company believes
that EBITDA  provides  additional  information  for  determining  the  Company's
ability  to meet  future  debt  service  requirements.  However,  EBITDA  is not
indicative of operating  income or cash flow from operations as determined under
generally accepted accounting principles.  The Company's EBITDA for the thirteen
weeks ended March 29, 2003 and March 30, 2002 is calculated as follows  (dollars
in millions):

                                                Thirteen weeks ended
                                        March 29, 2003       March 30, 2002
                                        --------------       --------------

Net income (1)                                  2.2                  3.0
Depreciation and amortization                   1.4                  1.3
Income tax expense                              1.4                  2.0
Interest expense                                7.2                  6.4
                                             ------               ------
EBITDA                                       $ 12.2               $ 12.6
                                             ======               ======

(1) NET INCOME INCLUDES A BAD DEBT EXPENSE INCURRED FOR THE THIRTEEN WEEKS ENDED
MARCH 29, 2003 OF $0.6  MILLION  RELATING TO FLEMING  WHICH FILED FOR CHAPTER 11
BANKRUPTCY ON APRIL 1, 2003.

Liquidity and Capital Resources

Cash Flows

         Cash provided by operating  activities  increased  $1.4 million to $1.8
million for the 2003 Quarterly Period from cash provided by operating activities
of $0.3 million in the 2002 Quarterly Period. The increase was due to a decrease
in  inventory  which was  partially  offset  by an  increase  in trade  accounts
receivable and a decrease in net income.  Working  capital at March 29, 2003 was
$68.8 million,  a decrease of $1.2 million over working  capital at December 28,
2002 of $70.0 million.

         Net cash used in investing activities for the 2003 Quarterly Period was
$1.2  million  as  compared  to net cash used in  investing  activities  of $1.6
million for the 2002  Quarterly  Period.  Capital  expenditures  during the 2003
Quarterly  Period  of $1.2  million  included  purchases  of  manufacturing  and
computer  equipment  and were $0.4  million  below the $1.6  million  in similar
capital expenditures for the 2002 Quarterly Period.

         Net cash used in financing activities for the 2003 Quarterly Period was
$5.1 million as compared to $4.9 million for the 2002 Quarterly Period.  The net
cash used by financing  activities  for the 2003 Quarterly  Period  included the
Company's  required  $0.1  million  quarterly  payment  under Term Loan B and an
additional  prepayment  of $5.0 million  under Term Loan B. The net cash used by
financing  activities for the 2002 Quarterly  Period included a payment of $38.3
million toward the remaining balance of Term Loan A and a partial  prepayment of
$62.1 million  toward Term Loan B. These  payments  totaled  $100.4  million and
included  $95.8  million  in  prepayments  of Term  Loan A and Term  Loan B, the
Company's  required  $0.1  million  quarterly  payment  under Term Loan B and an
additional  prepayment of $4.5 million under Term Loan B. In addition, a payment
of $0.3 million was made toward capital leases in the 2002 Quarterly Period. The
net cash  used in  financing  activities  for the  2002  Quarterly  Period  were
partially offset by the proceeds received from the issuance of the New Notes.


                                       8


<PAGE>


Acquisitions

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

Environmental Clean-Up

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

         In January 2002, the Company was named as a third-party defendant in an
action regarding environmental  liability under the Comprehensive  Environmental
Response,  Compensation and Liability Act, or Superfund, for alleged disposal of
waste by White Cap  Preserves,  an alleged  predecessor  of the Company,  at the
Combe Fill South  Landfill,  a Superfund  site.  White Cap Preserves is a former
subsidiary of M. Polaner, Inc. M. Polaner, Inc. was sold by one of the Company's
former parent companies and was ultimately acquired by International Home Foods,
Inc. In February 2003, B&G paid $.1 million in settlement of all asserted claims
arising  from the  disposal  of waste by White Cap  Preserves  at the Combe Fill
South  Landfill  Superfund  site.  In March 2003, a bar order was entered by the
United  States  District  Court for the District of New Jersey  protecting  B&G,
subject to a limited re-opener clause, from any claims for contribution, natural
resources damages and certain other claims related to the action until such time
that the litigation is dismissed.

Debt

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

         The Company is a party to a $280 million Senior Secured Credit Facility
("Senior  Secured  Credit  Facility")  comprised  of  a  $60  million  five-year
Revolving Credit Facility ("Revolving Credit Facility"), a $70 million five-year
Term Loan A ("Term  Loan A"),  which has been paid in full,  and a $150  million
seven-year  Term Loan B ("Term Loan B" and together  with Term Loan A, the "Term
Loan Facilities").  Interest is determined based on several alternative rates as
stipulated in the Senior  Secured  Credit  Facility,  including the base lending
rate per annum plus an applicable  margin,  or LIBOR plus an applicable  margin.
The Senior  Secured  Credit  Facility  is secured  by  substantially  all of the
Company's  assets.  The Senior  Secured Credit  Facility  provides for mandatory
prepayments  upon the  occurrence of certain  events,  including  material asset
dispositions  and issuances of securities.  The Senior  Secured Credit  Facility
contains  covenants that restrict,  among other things, the Company's ability to
incur  additional  indebtedness,  pay dividends and create  certain  liens.  The
Senior Secured Credit Facility also contains certain financial covenants, which,
among other things,  specify and define maximum capital  expenditure  limits,  a
minimum fixed charge coverage ratio, a minimum


                                       9


<PAGE>


total interest  coverage  ratio and a maximum  leverage  ratio.  Proceeds of the
Senior Secured Credit  Facility are restricted to funding the Company's  working
capital requirements,  capital expenditures and acquisitions of companies in the
same line of business as the Company,  subject to certain  additional  criteria.
The Senior Secured Credit  Facility  limits  expenditures on acquisitions to $40
million  per year.  There were no  borrowings  outstanding  under the  Revolving
Credit Facility at March 29, 2003. The outstanding  balances for Term Loan A and
Term Loan B at March 29, 2003 were $0 and $49.8 million, respectively.

Future Capital Needs

         The Company is highly leveraged. On March 29, 2003, the Company's total
long-term debt (including  current  installments) and  stockholder's  equity was
$268.8 million and $80.3 million, respectively.

         The Company's primary sources of capital are cash flows from operations
and  borrowings  under the Revolving  Credit  Facility.  The  Company's  primary
capital requirements  include debt service,  capital  expenditures,  and working
capital needs.  The Company's  ability to generate  sufficient  cash to fund its
operations   depends  generally  on  the  results  of  its  operations  and  the
availability of financing.  Management  believes that cash flows from operations
in conjunction with the available  borrowing capacity under the Revolving Credit
Facility,  net of outstanding  letters of credit, of approximately $59.0 million
at March  29,  2003,  will be  sufficient  for the  foreseeable  future  to fund
operations, meet debt service requirements, and fund capital expenditures.

Seasonality

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

Recent Accounting Pronouncements

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

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


                                       10


<PAGE>


Related-Party Transactions

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

         The Company  leases a  manufacturing  and  warehouse  facility from the
Chairman of the Board of Directors of the Company under an operating lease which
expires in April 2009.

         Holdings  has an  Incentive  Stock  Option  Plan (the  "Plan')  for key
employees of the Company.  The Plan authorizes options for up to 6,700 shares of
Holdings'  common stock. The Plan provides for grants of incentive stock options
or  non-qualified  stock  options.  Under the Plan,  the Board of  Directors  of
Holdings determines the exercise price of options granted, which, in the case of
incentive stock options,  cannot be less than fair value. All option grants have
been made at fair value as determined by a third party valuation. Options expire
up to ten years from the grant date and vest ratably over five years. No options
were granted in fiscal 2002 or during the 2003 Quarterly Period. As of March 29,
2003, 6,625 options were outstanding, all of which were incentive stock options.

Critical Accounting Policies

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

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

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

Trade and Consumer Promotion Expenses

         The Company  offers various sales  incentive  programs to customers and
consumers, such as price discounts, in-store display incentives,  slotting fees,
and  coupons.  The  recognition  of expense for these  programs  involves use of
judgment  related to performance  and redemption  estimates.  Estimates are made


                                       11


<PAGE>


based on historical experience and other factors.  Actual expenses may differ if
the level of redemption rates and performance vary from estimates.

Inventories

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

Long-Lived Assets

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

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

Deferred Income Taxes

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

Commitments and Contractual Obligations

         Our  contractual   obligations  and  commitments   principally  include
obligations  associated  with  our  outstanding  indebtedness,   future  minimum
operating  lease  obligations  and management fees as set forth in the following
table as of March 29, 2003:

<TABLE>
<CAPTION>

                             Payments Due by Period
                                 (In thousands)

Contractual Obligations:                   Total       Year 1       Year 2      Year 3       Year 4       Year 5 and
------------------------                   -----       -------      ------      ------       ------       ----------
                                                                                                          thereafter
<S>                                        <C>         <C>          <C>         <C>          <C>          <C>

Long-term debt                             $268,761         $336     $24,209      $25,218           $0         $218,998
Operating leases                             14,670        3,827       3,353        2,700        1,731            3,059
Management fees                               1,900          500         500          500          400                0
                                           --------       ------     -------      -------       ------         --------
Total contractual cash obligations         $285,331       $4,663     $28,062      $28,418       $2,131         $222,057
                                           ========       ======     =======      =======       ======         ========

</TABLE>

                                       12


<PAGE>


Forward-Looking Statements

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

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

         In the normal  course of  operations,  the Company is exposed to market
risks arising from adverse changes in interest rates. Market risk is defined for
these purposes as the potential  change in the fair value of financial  asset or
liability  resulting from an adverse movement in interest rates. As of March 29,
2003, the Company's only variable rate borrowings were under Term Loan B and the
Revolving Credit Facility,  which bear interest at several alternative  variable
rates as stipulated in the Senior  Secured  Credit  Facility.  A 100 basis point
increase in interest  rates,  applied to the  Company's  borrowings at March 29,
2003, would result in an annual increase in interest expense and a corresponding
reduction in cash flow of approximately $0.3 million.

         The  Company  also  has  outstanding  $220  million  of 9  5/8%  Senior
Subordinated  Notes due August 1, 2007 with  interest  payable  semiannually  on
February 1 and August 1 of each year, of which $120 million principal amount was
originally issued in August 1997 and $100 million principal amount was issued by
the Company through a private  offering of the notes completed on March 7, 2002.
The fair value of the $220 million Senior  Subordinated Notes at March 29, 2003,
based on quoted market prices, was $227.7 million.

Item 4.  Control and Procedures

         As required by Rule 13a-15 under the Exchange  Act,  within the 90 days
prior to the filing date of this report,  the Company  carried out an evaluation
of the  effectiveness  of the design and operation of the  Company's  disclosure
controls and  procedures.  This evaluation was carried out under the supervision
and with the participation of the Company's management,  including the Company's
President and Chief Executive Officer and the Company's Chief Financial Officer.
Based upon that evaluation,  the Company's President and Chief Executive Officer
and  the  Company's  Chief  Financial   Officer  concluded  that  the  Company's
disclosure


                                       13


<PAGE>


controls  and  procedures  are  effective.  Subsequent  to the date the  Company
carried  out its  evaluation,  there  have been no  significant  changes  in the
Company's internal controls or in other factors which could significantly affect
internal controls.

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

                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings

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

         In January 2002, the Company was named as a third-party defendant in an
action regarding environmental  liability under the Comprehensive  Environmental
Response,  Compensation and Liability Act, or Superfund, for alleged disposal of
waste by White Cap  Preserves,  an alleged  predecessor  of the Company,  at the
Combe Fill South  Landfill,  a Superfund  site.  White Cap Preserves is a former
subsidiary of M. Polaner, Inc. M. Polaner, Inc. was sold by one of the Company's
former parent companies and was ultimately acquired by International Home Foods,
Inc. In February 2003, B&G paid $.1 million in settlement of all asserted claims
arising  from the  disposal  of waste by White Cap  Preserves  at the Combe Fill
South  Landfill  Superfund  site.  In March 2003, a bar order was entered by the
United  States  District  Court for the District of New Jersey  protecting  B&G,
subject to a limited re-opener clause, from any claims for contribution, natural
resources damages and certain other claims related to the action until such time
that the litigation is dismissed.

Item 2.  Changes in Securities and Use of Proceeds

         Not applicable.

Item 3.  Defaults Upon Senior Securities

         Not applicable.

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

         Not applicable.

Item 5.  Other Information

         Not applicable.


                                       14


<PAGE>


Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

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

2.1                     Stock  Purchase  Agreement,  dated July 2, 1998,  by and
                        among BGH Holdings,  Inc., Maple Grove Farms of Vermont,
                        Inc., Up Country Naturals of Vermont, Inc., Les Produits
                        Alimentaires  Jacques et Fils Inc.,  William F. Callahan
                        and Ruth M.  Callahan.  (Filed with the  Securities  and
                        Exchange  Commission as Exhibit 2.1 to Commission Filing
                        No. 333-39813 on August 3, 1998 and incorporated  herein
                        by reference)
2.2                     Asset Purchase Agreement,  dated as of January 12, 1999,
                        by   and   among    Roseland    Distribution    Company,
                        International  Home Foods,  Inc.  and M.  Polaner,  Inc.
                        (Filed with the  Securities  and Exchange  Commission as
                        Exhibit  1 to the  Company's  Report  on Form 8-K  filed
                        February 19, 1999 and incorporated herein by reference)
2.3                     Asset and Stock Purchase Agreement,  dated as of January
                        28, 1999, by and among The Pillsbury Company,  Indivined
                        B.V., IC Acquisition Company, Heritage Acquisition Corp.
                        and, as guarantor, B&G Foods, Inc. (Filed as Exhibit 2.1
                        to the Company's  Report on Form 8-K filed April 1, 1999
                        and incorporated herein by reference).
3.1                     Certificate of Incorporation  of B&G Foods,  Inc. (Filed
                        with the Securities  and Exchange  Commission as Exhibit
                        3.1 to Amendment  No. 1 to  Registration  Statement  No.
                        333-39813 on January 14, 1998 and incorporated herein by
                        reference)
3.2                     Bylaws of B&G Foods, Inc. (Filed with the Securities and
                        Exchange Commission as Exhibit 3.2 to Amendment No. 1 to
                        Registration Statement No. 333-39813 on January 14, 1998
                        and incorporated herein by reference)
3.3                     Certificate  of  Incorporation  of  BGH  Holdings,  Inc.
                        (Filed with the  Securities  and Exchange  Commission as
                        Exhibit 3.3 to Amendment No. 1 to Registration Statement
                        No.  333-39813  on  January  14,  1998 and  incorporated
                        herein by reference)
3.4                     Bylaws of BGH Holdings,  Inc. (Filed with the Securities
                        and Exchange  Commission as Exhibit 3.4 to Amendment No.
                        1 to Registration Statement No. 333-39813 on January 14,
                        1998 and incorporated herein by reference)
3.5                     Certificate  of  Incorporation  of Maple Groves Farms of
                        Vermont,  Inc.  (Filed with the  Securities and Exchange
                        Commission   as  Exhibit  3.5  to  Amendment  No.  1  to
                        Registration  Statement No. 333-86062 on May 9, 2002 and
                        incorporated herein by reference)
3.6                     Bylaws of Maple  Groves  Farms of Vermont,  Inc.  (Filed
                        with the Securities  and Exchange  Commission as Exhibit
                        3.6 to Amendment  No. 1 to  Registration  Statement  No.
                        333-86062  on May 9,  2002 and  incorporated  herein  by
                        reference)
3.7                     Certificate  of  Incorporation  of Trappey's Fine Foods,
                        Inc. (Filed with the Securities and Exchange  Commission
                        as  Exhibit  3.7  to  Amendment  No.  1 to  Registration
                        Statement   No.   333-39813  on  January  14,  1998  and
                        incorporated herein by reference)
3.8                     Bylaws of  Trappey's  Fine Foods,  Inc.  (Filed with the
                        Securities  and  Exchange  Commission  as Exhibit 3.8 to
                        Amendment No. 1 to Registration  Statement No. 333-39813
                        on  January   14,  1998  and   incorporated   herein  by
                        reference)
3.9                     Certificate of  Incorporation  for Bloch & Guggenheimer,
                        Inc. (Filed with the Securities and Exchange  Commission
                        as  Exhibit  3.9  to  Amendment  No.  1 to  Registration
                        Statement   No.   333-39813  on  January  14,  1998  and
                        incorporated herein by reference)


                                       15


<PAGE>


3.10                    Bylaws of Bloch &  Guggenheimer,  Inc.  (Filed  with the
                        Securities  and Exchange  Commission  as Exhibit 3.10 to
                        Amendment No. 1 to Registration  Statement No. 333-39813
                        on  January   14,  1998  and   incorporated   herein  by
                        reference)
3.11                    Certificate of Incorporation  of RWBW Acquisition  Corp.
                        (Filed with the  Securities  and Exchange  Commission as
                        Exhibit  3.11  to  Amendment   No.  1  to   Registration
                        Statement   No.   333-39813  on  January  14,  1998  and
                        incorporated herein by reference)
3.12                    Bylaws  of  RWBW  Acquisition   Corp.  (Filed  with  the
                        Securities  and Exchange  Commission  as Exhibit 3.12 to
                        Amendment No. 1 to Registration  Statement No. 333-39813
                        on  January   14,  1998  and   incorporated   herein  by
                        reference)
3.13                    Certificate   of    Incorporation    of   Les   Produits
                        Alimentaires  Jacques  Et  Fils,  Inc.  (Filed  with the
                        Securities  and Exchange  Commission  as Exhibit 3.13 to
                        Amendment No. 1 to Registration  Statement No. 333-86062
                        on May 9, 2002 and incorporated herein by reference)
3.14                    Bylaws of Les  Produits  Alimentaires  Jacques  Et Fils,
                        Inc. (Filed with the Securities and Exchange  Commission
                        as  Exhibit  3.14 to  Amendment  No.  1 to  Registration
                        Statement No.  333-86062 on May 9, 2002 and incorporated
                        herein by reference)
3.15                    Certificate of  Incorporation  of Polaner,  Inc.  (f/k/a
                        Roseland   Distribution   Company).   (Filed   with  the
                        Securities  and Exchange  Commission  as Exhibit 3.15 to
                        Amendment No. 1 to Registration  Statement No. 333-39813
                        on  January   14,  1998  and   incorporated   herein  by
                        reference)
3.16                    Bylaws of Polaner,  Inc.  (f/k/a  Roseland  Distribution
                        Company).   (Filed  with  the  Securities  and  Exchange
                        Commission  as  Exhibit  3.16  to  Amendment  No.  1  to
                        Registration Statement No. 333-39813 on January 14, 1998
                        and incorporated herein by reference)
3.17                    Certificate  of  Incorporation  of Heritage  Acquisition
                        Corp. (Filed with the Securities and Exchange Commission
                        as  Exhibit  3.17 to  Amendment  No.  1 to  Registration
                        Statement No.  333-86062 on May 9, 2002 and incorporated
                        herein by reference)
3.18                    Bylaws of  Heritage  Acquisition  Corp.  (Filed with the
                        Securities  and Exchange  Commission  as Exhibit 3.18 to
                        Amendment No. 1 to Registration  Statement No. 333-86062
                        on May 9, 2002 and incorporated herein by reference)
3.19                    Declaration  of  Trust  of  William  Underwood  Company.
                        (Filed with the  Securities  and Exchange  Commission as
                        Exhibit  3.19  to  Amendment   No.  1  to   Registration
                        Statement No.  333-86062 on May 9, 2002 and incorporated
                        herein by reference)
3.20                    Bylaws of William  Underwood  Company.  (Filed  with the
                        Securities  and Exchange  Commission  as Exhibit 3.20 to
                        Amendment No. 1 to Registration  Statement No. 333-86062
                        on May 9, 2002 and incorporated herein by reference)
4.1                     Indenture dated as of August 11, 1997 between B&G Foods,
                        Inc., BGH Holdings,  Inc., RWBW  Acquisition  Corp., BRH
                        Holdings,  Inc.,  Bloch & Guggenheimer,  Inc.,  Roseland
                        Distribution  Company,  Burns & Ricker,  Inc.,  Roseland
                        Manufacturing,  Inc., and RWBW Brands  Company,  and The
                        Bank of New York, as trustee. (Filed with the Securities
                        and Exchange  Commission as Exhibit 4.1 to  Registration
                        Statement   No.   333-39813  on  November  7,  1997  and
                        incorporated herein by reference)
4.2                     First  Supplemental  Indenture  dated as of May 31, 2000
                        (to the  Indenture  dated as of August 11, 1997) between
                        B&G Foods,  Inc., BGH Holdings,  Inc., RWBV  Acquisition
                        Corp., Bloch & Guggenheimer, Inc., Polaner, Inc. (f.k.a.
                        Roseland  Distribution  Company),  Burns & Ricker, Inc.,
                        Trappey's  Fine  Foods,  Inc.,  Maple  Groves  Farms  of
                        Vermont,  Inc.,  William  Underwood  Company,   Heritage
                        Acquisition  Corp. and the Bank of New York. (Filed with
                        the Securities and Exchange Commission as Exhibit 4.2 to
                        Amendment No. 1 to Registration  Statement No. 333-


                                       16


<PAGE>


                        86062  on  May  9,  2002  and  incorporated   herein  by
                        reference)
4.3                     Second  Supplemental  Indenture dated as of February 28,
                        2002 between B&G Foods, Inc., BGH Holdzings,  Inc., RWBV
                        Acquisition Corp., Bloch & Guggenheimer,  Inc., Polaner,
                        Inc. (f.k.a.  Roseland Distribution Company),  Trappey's
                        Fine Foods,  Inc., Maple Groves Farms of Vermont,  Inc.,
                        William Underwood Company,  Heritage  Acquisition Corp.,
                        Les Produits  Alimentaires Jacques Et Fils, Inc. and the
                        Bank  of  New  York.  (Filed  with  the  Securities  and
                        Exchange Commission as Exhibit 4.3 to Amendment No. 1 to
                        Registration  Statement No. 333-86062 on May 9, 2002 and
                        incorporated herein by reference)
4.4                     Indenture  dated as of March 7, 2002  between B&G Foods,
                        Inc, BGH Holdings, Inc., RWBV Acquisition Corp., Bloch &
                        Guggenheimer, Inc., Polaner, Inc., Maple Groves Farms of
                        Vermont,  Inc.,  Les  Produits  Alimentaires  Jacques Et
                        Fils, Inc., Heritage  Acquisition Corp.,  Trappey's Fine
                        Foods,  Inc.,  William Underwood Company and The Bank of
                        New York,  as trustee  (Filed  with the  Securities  and
                        Exchange  Commission  as  Exhibit  4.4  to  Registration
                        Statement   No.   333-86062   on  April  11,   2002  and
                        incorporated  herein  by  reference.)
4.5                     Form of the  Company's  9 5/8%  Senior  Notes  due 2007.
                        (Included  in  Exhibit  4.1 and 4.4)
10.1                    Registration  Rights  Agreement  dated as of August  11,
                        1997 by and  among the  Company,  the  Guarantors  party
                        thereto,  Lehman Brothers, Inc. and Lazard Freres & Co.,
                        LLC. (Filed with the Securities and Exchange  Commission
                        as Exhibit 10.1 to Registration  Statement No. 333-39813
                        on   November  7,  1997  and   incorporated   herein  by
                        reference)
10.2                    Purchase  Agreement  dated  August  6,  1997  among  the
                        Company, the Guarantors party thereto,  Lehman Brothers,
                        Inc.,  and Lazard  Freres & Co.,  LLC.  (Filed  with the
                        Securities  and Exchange  Commission  as Exhibit 10.2 to
                        Registration Statement No. 333-39813 on November 7, 1997
                        and  incorporated  herein by reference)
10.3                    Guaranty,  dated as of January 12,  1999,  of B&G Foods,
                        Inc. in favor of International  Home Foods,  Inc. and M.
                        Polaner,  Inc.  (Filed with the  Securities and Exchange
                        Commission as Exhibit 3 to the Company's  Report on Form
                        8-K filed February 19, 1999 and  incorporated  herein by
                        reference)
10.4                    Revolving Credit  Agreement,  dated as of March 15, 1999
                        among B&G Foods  Holdings  Corp.,  B&G Foods,  Inc.,  as
                        borrower,  the several  lenders  from time to time party
                        thereto,  Lehman Brothers Inc., as Arranger, The Bank of
                        New York,  as  Documentation  Agent,  Heller  Financial,
                        Inc., as  Co-Documentation  Agent, and Lehman Commercial
                        Paper Inc. as Syndication Agent and Administrative Agent
                        (Filed as Exhibit 10.1 to the  Company's  Report on Form
                        10-Q  filed  May 17,  1999 and  incorporated  herein  by
                        reference).
10.5                    Term Loan Agreement,  dated as of March 15, 1999,  among
                        B&G Foods Holdings Corp., B&G Foods,  Inc., as borrower,
                        the  several  lenders  from time to time party  thereto,
                        Lehman Brothers Inc., as Arranger, The Bank of New York,
                        as  Documentation  Agent,  Heller  Financial,  Inc.,  as
                        Co-Documentation  Agent,  and Lehman  Commercial  Paper,
                        Inc.,  as  Syndication  Agent and  Administrative  Agent
                        (Filed as Exhibit 10.2 to the  Company's  Report on Form
                        10-Q  filed  May 17,  1999 and  incorporated  herein  by
                        reference).
10.6                    Guarantee and  Collateral  Agreement,  dated as of March
                        15, 1999, by B&G Foods Holdings Corp., B&G Foods,  Inc.,
                        and  certain  of its  subsidiaries  in favor  of  Lehman
                        Commercial Paper,  Inc., as Administrative  Agent (Filed
                        as  Exhibit  10.3 to the  Company's  Report on Form 10-Q
                        filed May 17, 1999 and incorporated herein by reference)


                                       17


<PAGE>


10.7                    Amended and Restated  Securities Holders Agreement dated
                        December  22,  1999  among  B&G  Foods  Holdings  Corp.,
                        Bruckmann,  Rosser,  Sherrill  & Co.,  L.P.,  Canterbury
                        Mezzanine   Capital  II,  L.P.,  The  CIT   Group/Equity
                        Investments,  Inc. and the Management Stockholders named
                        therein (Filed as Exhibit 10.14 to the Company's  Report
                        on Form 10-K filed March 3, 2000 and incorporated herein
                        by reference)
10.8                    Amendment, dated as of May 12, 2000, to Revolving Credit
                        Agreement,  dated as of March 15, 1999,  among B&G Foods
                        Holdings  Corp.,  B&G  Foods,  Inc.,  as  borrower,  the
                        several lenders from time to time party thereto,  Lehman
                        Brothers  Inc.,  as Arranger,  The Bank of New York,  as
                        Documentation   Agent,   Heller   Financial,   Inc.,  as
                        Co-Documentation Agent, and Lehman Commercial Paper Inc.
                        as Syndication Agent and Administrative  Agent (Filed as
                        Exhibit 10.15 to the Company's Report on Form 10-Q filed
                        May 15, 2000 and incorporated  herein by reference)
10.9                    Amendment,  dated  as of May  12,  2000,  to  Term  Loan
                        Agreement,  dated as of March 15, 1999,  among B&G Foods
                        Holdings  Corp.,  B&G  Foods,  Inc.,  as  borrower,  the
                        several lenders from time to time party thereto,  Lehman
                        Brothers  Inc.,  as Arranger,  The Bank of New York,  as
                        Documentation   Agent,   Heller   Financial,   Inc.,  as
                        Co-Documentation  Agent,  and Lehman  Commercial  Paper,
                        Inc.,  as  Syndication  Agent and  Administrative  Agent
                        (Filed as Exhibit 10.16 to the Company's  Report on Form
                        10-Q  filed  May 15,  2000 and  incorporated  herein  by
                        reference)
10.10                   Second  Amendment,   dated  as  of  March  5,  2002,  to
                        Revolving Credit Agreement,  dated as of March 15, 1999,
                        as Amended by the  Amendment  dated as of May 12,  2000,
                        among B&G Foods  Holdings  Corp.,  B&G Foods,  Inc., the
                        several  banks  and  other  financial   institutions  or
                        entities  from  time to time  parties  to the  Revolving
                        Credit Agreement, Lehman Brothers Inc., as advisor, lead
                        arranger  and book  manager,  The Bank of New  York,  as
                        documentation   agent,   Heller   Financial,   Inc.,  as
                        co-documentation agent, and Lehman Commercial Paper Inc.
                        as  syndication  agent and  administrative  agent (Filed
                        with the Securities  and Exchange  Commission as Exhibit
                        10.10 to Amendment No. 1 to  Registration  Statement No.
                        333-86062  on May 9,  2002 and  incorporated  herein  by
                        reference.)
10.11                   Second  Amendment,  dated as of March 5,  2002,  to Term
                        Loan  Agreement,  dated as of March 15, 1999, as Amended
                        by the  Amendment  dated as of May 12,  2000,  among B&G
                        Foods  Holdings  Corp.,  B&G Foods,  Inc.,  the  several
                        financial  institutions  or  entities  from time to time
                        parties  to the  Term  Loan  Agreement  thereto,  Lehman
                        Brothers  Inc.,  as  advisor,  lead  arranger  and  book
                        manager,  The Bank of New York, as documentation  agent,
                        Heller Financial,  Inc., as co-documentation  agent, and
                        Lehman Commercial Paper,  Inc., as syndication agent and
                        administrative  agent  (Filed  with the  Securities  and
                        Exchange  Commission as Exhibit 10.11 to Amendment No. 1
                        to Registration  Statement No.  333-86062 on May 9, 2002
                        and  incorporated  herein by reference.)
10.12                   Purchase Agreement dated as of March 4, 2002 between B&G
                        Foods, Inc., BGH Holdings, Inc., RWBV Acquisition Corp.,
                        Bloch & Guggenheimer,  Inc.,  Polaner,  Inc.,  Trappey's
                        Fine Foods,  Inc.,  Maple Grove Farms of Vermont,  Inc.,
                        Les  Produits   Alimentaires   Jacques  et  Fils,  Inc.,
                        Heritage  Acquisition  Corp.,  William Underwood Company
                        and The Bank of New York (Filed with the  Securities and
                        Exchange  Commission  as Exhibit  10.12 to  Registration
                        Statement   No.   333-86062   on  April  11,   2002  and
                        incorporated  herein by reference.)
10.13                   Registration  Rights Agreement dated as of March 7, 2002
                        between  B&G  Foods,  Inc.,  BGH  Holdings,  Inc.,  RWBV
                        Acquisition Corp., Bloch & Guggenheimer,  Inc., Polaner,
                        Inc.,  Trappey's Fine Foods,  Inc., Maple Grove Farms of
                        Vermont,  Inc.,  Les


                                       18


<PAGE>

                        Produits  Alimentaires  Jacques et Fils, Inc.,  Heritage
                        Acquisition  Corp.,  William Underwood  Company,  Lehman
                        Brothers Inc. and Fleet Securities, Inc. (Filed with the
                        Securities  and Exchange  Commission as Exhibit 10.13 to
                        Registration  Statement No.  333-86062 on April 11, 2002
                        and incorporated herein by reference.)
99.1                    Chief  Executive  Officer's  certification  pursuant  to
                        Section  906 of the  Sarbanes-Oxley  Act of 2002  (Filed
                        herewith).
99.2                    Chief  Financial  Officer's  certification  pursuant  to
                        Section  906 of the  Sarbanes-Oxley  Act of 2002  (Filed
                        herewith).

(b)      Reports on Form 8-K

None.


                                       19


<PAGE>


                                    SIGNATURE


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



Dated:  April 25, 2003          B&G FOODS, INC.


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




<PAGE>


                    CERTIFICATION BY CHIEF EXECUTIVE OFFICER


I, David L. Wenner, certify that:

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

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

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

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

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

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

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

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

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

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

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


Date:  April 25, 2003



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


<PAGE>


                    CERTIFICATION BY CHIEF FINANCIAL OFFICER

I, Robert C. Cantwell, certify that:

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

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

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

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

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

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

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

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

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

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

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


Date:  April 25, 2003


/s/ Robert C. Cantwell
-----------------------
Robert C. Cantwell
Chief Financial Officer



<PAGE>


                                INDEX TO EXHIBITS


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

2.1                     Stock  Purchase  Agreement,  dated July 2, 1998,  by and
                        among BGH Holdings,  Inc., Maple Grove Farms of Vermont,
                        Inc., Up Country Naturals of Vermont, Inc., Les Produits
                        Alimentaires  Jacques et Fils Inc.,  William F. Callahan
                        and Ruth M.  Callahan.  (Filed with the  Securities  and
                        Exchange  Commission as Exhibit 2.1 to Commission Filing
                        No. 333-39813 on August 3, 1998 and incorporated  herein
                        by reference)
2.2                     Asset Purchase Agreement,  dated as of January 12, 1999,
                        by   and   among    Roseland    Distribution    Company,
                        International  Home Foods,  Inc.  and M.  Polaner,  Inc.
                        (Filed with the  Securities  and Exchange  Commission as
                        Exhibit  1 to the  Company's  Report  on Form 8-K  filed
                        February 19, 1999 and incorporated herein by reference)
2.3                     Asset and Stock Purchase Agreement,  dated as of January
                        28, 1999, by and among The Pillsbury Company,  Indivined
                        B.V., IC Acquisition Company, Heritage Acquisition Corp.
                        and, as guarantor, B&G Foods, Inc. (Filed as Exhibit 2.1
                        to the Company's  Report on Form 8-K filed April 1, 1999
                        and incorporated herein by reference).
3.1                     Certificate of Incorporation  of B&G Foods,  Inc. (Filed
                        with the Securities  and Exchange  Commission as Exhibit
                        3.1 to Amendment  No. 1 to  Registration  Statement  No.
                        333-39813 on January 14, 1998 and incorporated herein by
                        reference)
3.2                     Bylaws of B&G Foods, Inc. (Filed with the Securities and
                        Exchange Commission as Exhibit 3.2 to Amendment No. 1 to
                        Registration Statement No. 333-39813 on January 14, 1998
                        and incorporated herein by reference)
3.3                     Certificate  of  Incorporation  of  BGH  Holdings,  Inc.
                        (Filed with the  Securities  and Exchange  Commission as
                        Exhibit 3.3 to Amendment No. 1 to Registration Statement
                        No.  333-39813  on  January  14,  1998 and  incorporated
                        herein by reference)
3.4                     Bylaws of BGH Holdings,  Inc. (Filed with the Securities
                        and Exchange  Commission as Exhibit 3.4 to Amendment No.
                        1 to Registration Statement No. 333-39813 on January 14,
                        1998 and incorporated herein by reference)
3.5                     Certificate  of  Incorporation  of Maple Groves Farms of
                        Vermont,  Inc.  (Filed with the  Securities and Exchange
                        Commission   as  Exhibit  3.5  to  Amendment  No.  1  to
                        Registration  Statement No. 333-86062 on May 9, 2002 and
                        incorporated herein by reference)
3.6                     Bylaws of Maple  Groves  Farms of Vermont,  Inc.  (Filed
                        with the Securities  and Exchange  Commission as Exhibit
                        3.6 to Amendment  No. 1 to  Registration  Statement  No.
                        333-86062  on May 9,  2002 and  incorporated  herein  by
                        reference)
3.7                     Certificate  of  Incorporation  of Trappey's Fine Foods,
                        Inc. (Filed with the Securities and Exchange  Commission
                        as  Exhibit  3.7  to  Amendment  No.  1 to  Registration
                        Statement   No.   333-39813  on  January  14,  1998  and
                        incorporated herein by reference)
3.8                     Bylaws of  Trappey's  Fine Foods,  Inc.  (Filed with the
                        Securities  and  Exchange  Commission  as Exhibit 3.8 to
                        Amendment No. 1 to Registration  Statement No. 333-39813
                        on  January   14,  1998  and   incorporated   herein  by
                        reference)
3.9                     Certificate of  Incorporation  for Bloch & Guggenheimer,
                        Inc. (Filed with the Securities and Exchange  Commission
                        as  Exhibit  3.9  to  Amendment  No.  1 to  Registration
                        Statement   No.   333-39813  on  January  14,  1998  and
                        incorporated herein by reference)
3.10                    Bylaws of Bloch &  Guggenheimer,  Inc.  (Filed  with the
                        Securities  and Exchange  Commission  as Exhibit 3.10 to
                        Amendment No. 1 to Registration Statement No. 333-


<PAGE>


                        39813 on January  14,  1998 and  incorporated  herein by
                        reference)
3.11                    Certificate of Incorporation  of RWBW Acquisition  Corp.
                        (Filed with the  Securities  and Exchange  Commission as
                        Exhibit  3.11  to  Amendment   No.  1  to   Registration
                        Statement   No.   333-39813  on  January  14,  1998  and
                        incorporated herein by reference)
3.12                    Bylaws  of  RWBW  Acquisition   Corp.  (Filed  with  the
                        Securities  and Exchange  Commission  as Exhibit 3.12 to
                        Amendment No. 1 to Registration  Statement No. 333-39813
                        on  January   14,  1998  and   incorporated   herein  by
                        reference)
3.13                    Certificate   of    Incorporation    of   Les   Produits
                        Alimentaires  Jacques  Et  Fils,  Inc.  (Filed  with the
                        Securities  and Exchange  Commission  as Exhibit 3.13 to
                        Amendment No. 1 to Registration  Statement No. 333-86062
                        on May 9, 2002 and incorporated herein by reference)
3.14                    Bylaws of Les  Produits  Alimentaires  Jacques  Et Fils,
                        Inc. (Filed with the Securities and Exchange  Commission
                        as  Exhibit  3.14 to  Amendment  No.  1 to  Registration
                        Statement No.  333-86062 on May 9, 2002 and incorporated
                        herein by reference)
3.15                    Certificate of  Incorporation  of Polaner,  Inc.  (f/k/a
                        Roseland   Distribution   Company).   (Filed   with  the
                        Securities  and Exchange  Commission  as Exhibit 3.15 to
                        Amendment No. 1 to Registration  Statement No. 333-39813
                        on  January   14,  1998  and   incorporated   herein  by
                        reference)
3.16                    Bylaws of Polaner,  Inc.  (f/k/a  Roseland  Distribution
                        Company).   (Filed  with  the  Securities  and  Exchange
                        Commission  as  Exhibit  3.16  to  Amendment  No.  1  to
                        Registration Statement No. 333-39813 on January 14, 1998
                        and incorporated herein by reference)
3.17                    Certificate  of  Incorporation  of Heritage  Acquisition
                        Corp. (Filed with the Securities and Exchange Commission
                        as  Exhibit  3.17 to  Amendment  No.  1 to  Registration
                        Statement No.  333-86062 on May 9, 2002 and incorporated
                        herein by reference)
3.18                    Bylaws of  Heritage  Acquisition  Corp.  (Filed with the
                        Securities  and Exchange  Commission  as Exhibit 3.18 to
                        Amendment No. 1 to Registration  Statement No. 333-86062
                        on May 9, 2002 and incorporated herein by reference)
3.19                    Declaration  of  Trust  of  William  Underwood  Company.
                        (Filed with the  Securities  and Exchange  Commission as
                        Exhibit  3.19  to  Amendment   No.  1  to   Registration
                        Statement No.  333-86062 on May 9, 2002 and incorporated
                        herein by reference)
3.20                    Bylaws of William  Underwood  Company.  (Filed  with the
                        Securities  and Exchange  Commission  as Exhibit 3.20 to
                        Amendment No. 1 to Registration  Statement No. 333-86062
                        on May 9, 2002 and incorporated herein by reference)
4.1                     Indenture dated as of August 11, 1997 between B&G Foods,
                        Inc., BGH Holdings,  Inc., RWBW  Acquisition  Corp., BRH
                        Holdings,  Inc.,  Bloch & Guggenheimer,  Inc.,  Roseland
                        Distribution  Company,  Burns & Ricker,  Inc.,  Roseland
                        Manufacturing,  Inc., and RWBW Brands  Company,  and The
                        Bank of New York, as trustee. (Filed with the Securities
                        and Exchange  Commission as Exhibit 4.1 to  Registration
                        Statement   No.   333-39813  on  November  7,  1997  and
                        incorporated herein by reference)
4.2                     First  Supplemental  Indenture  dated as of May 31, 2000
                        (to the  Indenture  dated as of August 11, 1997) between
                        B&G Foods,  Inc., BGH Holdings,  Inc., RWBV  Acquisition
                        Corp., Bloch & Guggenheimer, Inc., Polaner, Inc. (f.k.a.
                        Roseland  Distribution  Company),  Burns & Ricker, Inc.,
                        Trappey's  Fine  Foods,  Inc.,  Maple  Groves  Farms  of
                        Vermont,  Inc.,  William  Underwood  Company,   Heritage
                        Acquisition  Corp. and the Bank of New York. (Filed with
                        the Securities and Exchange Commission as Exhibit 4.2 to
                        Amendment No. 1 to Registration  Statement No. 333-86062
                        on May 9, 2002 and incorporated herein by reference)
4.3                     Second  Supplemental  Indenture dated as of February 28,
                        2002 between B&G Foods,  Inc., BGH Holdings,  Inc., RWBV
                        Acquisition Corp., Bloch & Guggenheimer,  Inc., Polaner,
                        Inc. (f.k.a.  Roseland Distribution Company),  Trappey's
                        Fine Foods,  Inc.,


                                       2


<PAGE>


                        Maple Groves Farms of Vermont,  Inc.,  William Underwood
                        Company,   Heritage   Acquisition  Corp.,  Les  Produits
                        Alimentaires  Jacques Et Fils,  Inc. and the Bank of New
                        York. (Filed with the Securities and Exchange Commission
                        as  Exhibit  4.3  to  Amendment  No.  1 to  Registration
                        Statement No.  333-86062 on May 9, 2002 and incorporated
                        herein by reference)
4.4                     Indenture  dated as of March 7, 2002  between B&G Foods,
                        Inc, BGH Holdings, Inc., RWBV Acquisition Corp., Bloch &
                        Guggenheimer, Inc., Polaner, Inc., Maple Groves Farms of
                        Vermont,  Inc.,  Les  Produits  Alimentaires  Jacques Et
                        Fils, Inc., Heritage  Acquisition Corp.,  Trappey's Fine
                        Foods,  Inc.,  William Underwood Company and The Bank of
                        New York,  as trustee  (Filed  with the  Securities  and
                        Exchange  Commission  as  Exhibit  4.4  to  Registration
                        Statement   No.   333-86062   on  April  11,   2002  and
                        incorporated herein by reference.)
4.5                     Form of the  Company's  9 5/8%  Senior  Notes  due 2007.
                        (Included in Exhibit 4.1 and 4.4)
10.1                    Registration  Rights  Agreement  dated as of August  11,
                        1997 by and  among the  Company,  the  Guarantors  party
                        thereto,  Lehman Brothers, Inc. and Lazard Freres & Co.,
                        LLC. (Filed with the Securities and Exchange  Commission
                        as Exhibit 10.1 to Registration  Statement No. 333-39813
                        on   November  7,  1997  and   incorporated   herein  by
                        reference)
10.2                    Purchase  Agreement  dated  August  6,  1997  among  the
                        Company, the Guarantors party thereto,  Lehman Brothers,
                        Inc.,  and Lazard  Freres & Co.,  LLC.  (Filed  with the
                        Securities  and Exchange  Commission  as Exhibit 10.2 to
                        Registration Statement No. 333-39813 on November 7, 1997
                        and incorporated herein by reference)
10.3                    Guaranty,  dated as of January 12,  1999,  of B&G Foods,
                        Inc. in favor of International  Home Foods,  Inc. and M.
                        Polaner,  Inc.  (Filed with the  Securities and Exchange
                        Commission as Exhibit 3 to the Company's  Report on Form
                        8-K filed February 19, 1999 and  incorporated  herein by
                        reference)
10.4                    Revolving Credit  Agreement,  dated as of March 15, 1999
                        among B&G Foods  Holdings  Corp.,  B&G Foods,  Inc.,  as
                        borrower,  the several  lenders  from time to time party
                        thereto,  Lehman Brothers Inc., as Arranger, The Bank of
                        New York,  as  Documentation  Agent,  Heller  Financial,
                        Inc., as  Co-Documentation  Agent, and Lehman Commercial
                        Paper Inc. as Syndication Agent and Administrative Agent
                        (Filed as Exhibit 10.1 to the  Company's  Report on Form
                        10-Q  filed  May 17,  1999 and  incorporated  herein  by
                        reference).
10.5                    Term Loan Agreement,  dated as of March 15, 1999,  among
                        B&G Foods Holdings Corp., B&G Foods,  Inc., as borrower,
                        the  several  lenders  from time to time party  thereto,
                        Lehman Brothers Inc., as Arranger, The Bank of New York,
                        as  Documentation  Agent,  Heller  Financial,  Inc.,  as
                        Co-Documentation  Agent,  and Lehman  Commercial  Paper,
                        Inc.,  as  Syndication  Agent and  Administrative  Agent
                        (Filed as Exhibit 10.2 to the  Company's  Report on Form
                        10-Q  filed  May 17,  1999 and  incorporated  herein  by
                        reference).
10.6                    Guarantee and  Collateral  Agreement,  dated as of March
                        15, 1999, by B&G Foods Holdings Corp., B&G Foods,  Inc.,
                        and  certain  of its  subsidiaries  in favor  of  Lehman
                        Commercial Paper,  Inc., as Administrative  Agent (Filed
                        as  Exhibit  10.3 to the  Company's  Report on Form 10-Q
                        filed May 17, 1999 and incorporated herein by reference)
10.7                    Amended and Restated  Securities Holders Agreement dated
                        December  22,  1999  among  B&G  Foods  Holdings  Corp.,
                        Bruckmann,  Rosser,  Sherrill  & Co.,  L.P.,  Canterbury
                        Mezzanine   Capital  II,  L.P.,  The  CIT   Group/Equity
                        Investments,  Inc. and the Management Stockholders named
                        therein (Filed as Exhibit 10.14 to the Company's  Report
                        on Form 10-K filed March 3, 2000 and incorporated herein
                        by reference)


                                       3


<PAGE>


10.8                    Amendment, dated as of May 12, 2000, to Revolving Credit
                        Agreement,  dated as of March 15, 1999,  among B&G Foods
                        Holdings  Corp.,  B&G  Foods,  Inc.,  as  borrower,  the
                        several lenders from time to time party thereto,  Lehman
                        Brothers  Inc.,  as Arranger,  The Bank of New York,  as
                        Documentation   Agent,   Heller   Financial,   Inc.,  as
                        Co-Documentation Agent, and Lehman Commercial Paper Inc.
                        as Syndication Agent and Administrative  Agent (Filed as
                        Exhibit 10.15 to the Company's Report on Form 10-Q filed
                        May 15, 2000 and incorporated herein by reference)
10.9                    Amendment,  dated  as of May  12,  2000,  to  Term  Loan
                        Agreement,  dated as of March 15, 1999,  among B&G Foods
                        Holdings  Corp.,  B&G  Foods,  Inc.,  as  borrower,  the
                        several lenders from time to time party thereto,  Lehman
                        Brothers  Inc.,  as Arranger,  The Bank of New York,  as
                        Documentation   Agent,   Heller   Financial,   Inc.,  as
                        Co-Documentation  Agent,  and Lehman  Commercial  Paper,
                        Inc.,  as  Syndication  Agent and  Administrative  Agent
                        (Filed as Exhibit 10.16 to the Company's  Report on Form
                        10-Q  filed  May 15,  2000 and  incorporated  herein  by
                        reference)
10.10                   Second  Amendment,   dated  as  of  March  5,  2002,  to
                        Revolving Credit Agreement,  dated as of March 15, 1999,
                        as Amended by the  Amendment  dated as of May 12,  2000,
                        among B&G Foods  Holdings  Corp.,  B&G Foods,  Inc., the
                        several  banks  and  other  financial   institutions  or
                        entities  from  time to time  parties  to the  Revolving
                        Credit Agreement, Lehman Brothers Inc., as advisor, lead
                        arranger  and book  manager,  The Bank of New  York,  as
                        documentation   agent,   Heller   Financial,   Inc.,  as
                        co-documentation agent, and Lehman Commercial Paper Inc.
                        as  syndication  agent and  administrative  agent (Filed
                        with the Securities  and Exchange  Commission as Exhibit
                        10.10 to Amendment No. 1 to  Registration  Statement No.
                        333-86062  on May 9,  2002 and  incorporated  herein  by
                        reference.)
10.11                   Second  Amendment,  dated as of March 5,  2002,  to Term
                        Loan  Agreement,  dated as of March 15, 1999, as Amended
                        by the  Amendment  dated as of May 12,  2000,  among B&G
                        Foods  Holdings  Corp.,  B&G Foods,  Inc.,  the  several
                        financial  institutions  or  entities  from time to time
                        parties  to the  Term  Loan  Agreement  thereto,  Lehman
                        Brothers  Inc.,  as  advisor,  lead  arranger  and  book
                        manager,  The Bank of New York, as documentation  agent,
                        Heller Financial,  Inc., as co-documentation  agent, and
                        Lehman Commercial Paper,  Inc., as syndication agent and
                        administrative  agent  (Filed  with the  Securities  and
                        Exchange  Commission as Exhibit 10.11 to Amendment No. 1
                        to Registration  Statement No.  333-86062 on May 9, 2002
                        and incorporated herein by reference.)
10.12                   Purchase Agreement dated as of March 4, 2002 between B&G
                        Foods, Inc., BGH Holdings, Inc., RWBV Acquisition Corp.,
                        Bloch & Guggenheimer,  Inc.,  Polaner,  Inc.,  Trappey's
                        Fine Foods,  Inc.,  Maple Grove Farms of Vermont,  Inc.,
                        Les  Produits   Alimentaires   Jacques  et  Fils,  Inc.,
                        Heritage  Acquisition  Corp.,  William Underwood Company
                        and The Bank of New York (Filed with the  Securities and
                        Exchange  Commission  as Exhibit  10.12 to  Registration
                        Statement   No.   333-86062   on  April  11,   2002  and
                        incorporated herein by reference.)
10.13                   Registration  Rights Agreement dated as of March 7, 2002
                        between  B&G  Foods,  Inc.,  BGH  Holdings,  Inc.,  RWBV
                        Acquisition Corp., Bloch & Guggenheimer,  Inc., Polaner,
                        Inc.,  Trappey's Fine Foods,  Inc., Maple Grove Farms of
                        Vermont,  Inc.,  Les  Produits  Alimentaires  Jacques et
                        Fils,  Inc.,   Heritage   Acquisition   Corp.,   William
                        Underwood  Company,   Lehman  Brothers  Inc.  and  Fleet
                        Securities, Inc. (Filed with the Securities and Exchange
                        Commission  as Exhibit 10.13 to  Registration  Statement
                        No. 333-86062 on April 11, 2002 and incorporated  herein
                        by reference.)
99.1                    Chief  Executive  Officer's  certification  pursuant  to
                        Section  906 of the  Sarbanes-Oxley  Act of 2002  (Filed
                        herewith).
99.2                    Chief  Financial  Officer's  certification  pursuant  to
                        Section  906 of the  Sarbanes-Oxley  Act of 2002  (Filed
                        herewith).


                                       4