As filed with the Securities and Exchange Commission on May 15, 2000

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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q



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

                  For the quarterly period ended April 1, 2000

                                       or


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

             For the transition period from _________ to _________.

                        Commission file number 333-39813



                                 B&G FOODS, INC.

             (Exact name of Registrant as specified in its charter)

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

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

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


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

         As of May 1, 2000,  B&G Foods,  Inc. had one (1) share of common stock,
$.01 par value, outstanding, which was owned by an affiliate.

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<PAGE>


                        B&G Foods, Inc. and Subsidiaries
                                      Index

                                                                        Page No.

PART I.       FINANCIAL INFORMATION

         Item 1.

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

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

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

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

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

         Item 3.    Quantitative and Qualitative Disclosures about
                    Market Risk...............................................11

PART II.      OTHER INFORMATION

         Item 1.    Legal Proceedings.........................................11

         Item 2.    Changes in Securities and Use of Proceeds.................11

         Item 3.    Defaults Upon Senior Securities...........................11

         Item 4.    Submission of Matters to a Vote of Security Holders.......11

         Item 5.    Other Information.........................................11

         Item 6.    Exhibits and Reports on Form 8-K..........................12
                    (a)    Exhibits
                    (b)    Reports on Form 8-K

SIGNATURES

         Index to Exhibits....................................................16




                                      (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>
<S>                                                               <C>                 <C>

                   Assets                                         April 1, 2000        January 1, 2000
                                                                  -------------        ---------------
                                                                   (Unaudited)
Current assets:
      Cash and cash equivalents                                   $        4,191      $     7,745
      Trade accounts receivable, net                                      17,914           25,852
      Inventories                                                         73,012           71,913
      Prepaid expenses                                                     2,076            2,297
      Deferred income taxes                                                5,063            5,063
                                                                  -------------------------------
           Total current assets                                          102,256          112,870

Property, plant and equipment, net                                        41,611           41,615
Intangible assets, net                                                   309,732          312,143
Other assets                                                              10,016           10,429
                                                                  -------------------------------

                                                                  $      463,615      $   477,057
                                                                  ===============================

           Liabilities and Stockholder's Equity

Current liabilities:
      Current installments of long-term debt                      $       15,306      $    11,552
      Trade accounts payable                                              16,231           23,640
      Accrued expenses                                                    13,356           18,057
      Due to related parties                                                  83              208
                                                                  -------------------------------
           Total current liabilities                                      44,976           53,457

Long-term debt                                                           325,513          329,340
Deferred income taxes 35,533                                              36,136
Other liabilities                                                             76               51
                                                                  -------------------------------
           Total liabilities                                             406,098          418,984

Stockholder's equity:
Common stock, $.01 par value per share. Authorized
      1,000 shares; issued and outstanding 1 share                          -                -
Additional paid-in capital56,342                                          56,342
Retained earnings                                                          1,175            1,731
                                                                  -------------------------------
           Total stockholder's equity                                     57,517           58,073
                                                                  -------------------------------

                                                                  $      463,615      $   477,057
                                                                  ===============================
</TABLE>

                 See notes to consolidated financial statements.

                                       1
<PAGE>


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

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

                                                                         Thirteen Weeks Ended
                                                                   April 1, 2000     April 3, 1999

Net sales                                                             $   73,394       $   56,480
Cost of goods sold                                                        37,754           32,711
                                                                    -----------------------------

           Gross profit                                                   35,640           23,769

Sales, marketing, and distribution expenses                               24,589           16,978
General and administrative expenses                                        3,462            2,392
Management fees-related party                                                125               73
                                                                   ------------------------------

           Operating income                                                7,464            4,326

Other expense:
      Interest expense-related parties                                         0               15
      Interest expense                                                     8,623            5,046
                                                                ---------------------------------

           Loss before income tax benefit                                 (1,159)            (735)

Income tax benefit                                                          (603)            (360)
                                                                   -------------------------------

           Net loss                                                 $       (556)    $       (375)
                                                                    ==============================
</TABLE>

                 See notes to consolidated financial statements.

                                       2
<PAGE>


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

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

                                                                         Thirteen Weeks Ended
                                                                 April 1, 2000           April 3, 1999
                                                                 -------------           -------------

Cash flows from operating activities
      Net loss                                                    $  (556)           $       (375)
      Adjustments to reconcile net loss to net cash
        used in operating activities:
           Depreciation and amortization                            3,970                   2,457
           Deferred income tax benefit                               (603)                   (360)
           Amortization of deferred debt issuance costs               413                     221
           Changes in assets  and  liabilities,  net of  effects
              of  businesses acquired:
               Trade accounts receivable                            7,938                  (5,698)
               Inventories                                         (1,099)                  4,565
               Prepaid expenses                                       221                    (863)
               Other assets                                             0                     (37)
               Trade accounts payable                              (7,409)                 (2,749)
               Accrued expenses                                    (4,701)                   (470)
               Due to related parties                                (125)                   (253)
               Other liabilities                                       25                      -
                                                                  --------------------------------

               Net cash used in operating activities               (1,926)                 (3,562)
                                                                  --------------------------------

Cash flows from investing activities:
      Paid for acquisitions                                            -                 (222,570)
      Capital expenditures                                         (1,555)                 (1,667)
                                                                  --------------------------------

               Net cash used in investing activities               (1,555)               (224,237)
                                                                  --------------------------------

                                   (continued)




                                       3
<PAGE>


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

                                                                         Thirteen Weeks Ended
                                                                 April 1, 2000           April 3, 1999
                                                                 -------------           -------------

Cash flows from financing activities:
      Payments of long-term debt                                      (73)                (20,672)
      Proceeds from issuance of long-term debt                          -                 220,000
      Proceeds from capital contribution                                -                  35,000
      Payments of deferred debt issuance costs                          -                  (6,202)
                                                                 ---------------------------------

               Net cash (used in) provided by
                 financing activities                                 (73)                228,126
                                                                 --------------------------------

               (Decrease) increase in cash and
                 cash equivalents                                  (3,554)                    327

Cash and cash equivalents at beginning of period                    7,745                     599
                                                                 --------------------------------

Cash and cash equivalents at end of period                       $  4,191             $       926
                                                                 ================================

Supplemental disclosure of cash flow information
   Cash paid for:
        Interest                                                  $11,262               $   1,776
                                                                  =======               =========

        Income taxes                                              $    65               $       8
                                                                  =======               =========


</TABLE>


                 See notes to consolidated financial statements.



                                       4
<PAGE>


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

(1)      Basis of Presentation

         The accompanying  unaudited  consolidated  financial  statements of B&G
         Foods,  Inc. and subsidiaries  (the "Company")  contain all adjustments
         (consisting  only of normal and  recurring  adjustments)  necessary  to
         present  fairly the  Company's  consolidated  financial  position as of
         April 1, 2000 and the results of their  operations  and their cash flow
         for the thirteen week period ended April 1, 2000 and April 3, 1999.

         The results of  operations  for the thirteen week period ended April 1,
         2000 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  1999 Annual Report on
         Form 10-K filed with the Securities and Exchange Commission.

(2)      Nature of Operations and Business Acquisitions

         Nature of Operations

         The  Company  operates  in one  industry  segment,  the  manufacturing,
         marketing and distribution of branded,  shelf-stable food products. The
         Company's products include pickles,  peppers, jams and jellies,  canned
         meats and beans, spices,  syrups, bagel chips, 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.

         Acquisitions and Financing

         On February 5, 1999, the Company acquired certain assets of the Polaner
         and related brands  (collectively,  "Polaner") from  International Home
         Foods, Inc. ("IHF"), for approximately  $30,574,  including transaction
         costs (the  "Polaner  Brands  Acquisition").  Financing for the Polaner
         Brands  Acquisition and certain related  transaction  fees and expenses
         was provided by  borrowings  from the Company's  then existing  $50,000
         senior secured credit facility.

         On March 15,  1999,  through a  subsidiary,  the Company  acquired  the
         assets  of the  Heritage  Portfolio  of  Brands  ("Heritage")  from The
         Pillsbury  Company,   Indivined  B.V.  and  IC  Acquisition  Corp.  for
         approximately  $194,126,  including  transaction  costs (the  "Heritage
         Brands Acquisition").  In connection with this transaction, the Company
         entered into a $280,000  senior  secured  credit  facility (the "Senior
         Secured Credit Facility"). The Senior Secured Credit Facility comprised
         of a $60,000 five-year  revolving credit facility,  a $70,000 five-year
         term loan facility ("Term Loan A") and a $150,000  seven-year term loan
         facility  ("Term Loan B" and  collectively  with Term Loan A, the "Term
         Loan Facilities"). The borrowings under the Senior Secured Credit


                                       5


<PAGE>

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

         (Continued)


         Facility, together with an additional $35,000 of equity from Bruckmann,
         Rosser,  Sherrill & Co., L.P.  ("BRS"),  were used to fund the Heritage
         Brands  Acquisition and refinance  borrowings  under the Company's then
         existing $50,000 senior secured credit facility.

         The  acquisitions  described  above have been  accounted  for using the
         purchase  method and,  accordingly,  the assets  acquired,  liabilities
         assumed,  and results of  operations  are included in the  consolidated
         financial statements from the respective dates of the acquisitions. The
         excess of the purchase  price over the fair value of  identifiable  net
         assets  acquired,  representing  goodwill,  is included  in  intangible
         assets.   Goodwill  and  trademarks  resulting  from  the  acquisitions
         described   above  are  being   amortized  over  40  and  31-32  years,
         respectively.

         Pro Forma Summary of Operations

         The  following  unaudited  pro  forma  summary  of  operations  for the
         thirteen  weeks ended April 3, 1999  presents the results of operations
         of the Company as if the Polaner  Brands  Acquisition  and the Heritage
         Brands  Acquisition  had  occurred  as of the  beginning  of the period
         presented.  In addition to including  the results of operations of such
         acquisitions,  the pro forma  information  gives  effect  primarily  to
         interest  on  additional  borrowings  and changes in  depreciation  and
         amortization  of  intangible  assets.  Net sales and net income for the
         thirteen-week  period  ended  April  1,  2000 are not  presented  below
         because the Company's  actual results reflect such acquired  businesses
         for such thirteen-week period.

                                        Thirteen Weeks Ended
                                            April 3, 1999
                                        --------------------
         Net sales                          $   82,469
         Net income                              1,761

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

(3)      Inventories

         Inventories consist of the following:
                                           April 1, 2000     January 1, 2000
                                           -------------     ---------------
         Raw materials and packaging       $   18,251         $    19,319
         Work in process                        1,282               1,513
         Finished goods                        53,479              51,081
                                           ----------         -----------

                                           $   73,012         $    71,913
                                           ==========         ===========

                                       6

<PAGE>


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

(4)      Debt

         On August 11,  1997,  the  Company  issued  $120,000  of 9.625%  Senior
         Subordinated  Notes  (the  "Notes")  due  August 1, 2007 with  interest
         payable  semiannually  on  February 1 and  August 1 of each  year.  The
         proceeds  of the Notes  were used to repay  certain  outstanding  debt,
         finance certain  acquisitions,  and for general corporate purposes.  As
         part of a registration  rights  agreement dated August 11, 1997 entered
         into with the initial  purchasers of the Notes,  the Company  agreed to
         offer to exchange an  aggregate  principal  amount of up to $120,000 of
         its 9.625% Senior  Subordinated  Notes due 2007 (the "New Notes") for a
         like principal amount of the Notes outstanding (the "Exchange  Offer").
         The terms of the New Notes are  identical in all  material  respects to
         those of the Notes (including principal amount, interest rate, maturity
         and  guarantees),   except  for  certain   transfer   restrictions  and
         registration  rights  relating  to the Notes.  The  Exchange  Offer was
         completed on February 6, 1998.

         On March 15, 1999, the Company  entered into a $280,000  Senior Secured
         Credit  Facility  comprised  of a $60,000  five-year  revolving  credit
         facility,  a $70,000  five-year  Term Loan A and a $150,000  seven-year
         Term Loan B. The proceeds of the Term Loan Facilities, together with an
         additional  $35,000 of equity from BRS,  were used to fund the Heritage
         Brands  Acquisition and refinance  borrowings  under the Company's then
         existing  senior  secured  credit  facility which had been used for the
         Polaner Brands  Acquisition and the Company's July 17, 1998 acquisition
         of Maple Grove Farms of Vermont,  Inc.  Interest is determined based on
         several  alternative  rates as stipulated in the Senior  Secured Credit
         Facility,  including the base lending rate per annum plus an applicable
         margin, or LIBOR plus an applicable  margin.  The Senior Secured Credit
         Facility is secured by substantially all of the Company's  assets.  The
         Senior  Secured  Credit  Facility  provides  for  mandatory  prepayment
         requirements based on asset dispositions and issuance of securities, as
         defined.  The Senior Secured Credit  Facility  contains  covenants that
         will restrict,  among other things, the ability of the Company to incur
         additional  indebtedness,  pay dividends and create certain liens.  The
         Senior  Secured  Credit  Facility  also  contains   certain   financial
         covenants,   which,   among  other  things,   specify  maximum  capital
         expenditure  limits,  a minimum fixed charge  coverage ratio, a minimum
         total  interest  coverage  ratio and a maximum  indebtedness  to EBITDA
         ratio,  each ratio as defined.  Proceeds of the Senior  Secured  Credit
         Facility  are  restricted  to funding  the  Company's  working  capital
         requirements, capital expenditures and acquisitions of companies in the
         same line of business as the Company,  subject to certain criteria. The
         Senior Secured Credit Facility limits acquisitions to $30,000 in fiscal
         2000 and $40,000 thereafter. There were no borrowings outstanding under
         the revolving credit facility at April 1, 2000.

         At April 1,  2000,  the  Company  was not in  compliance  with  certain
         financial  covenants.  On May 12,  2000,  the  Company  and the lenders
         entered  into  an  amendment  to the  Senior  Secured  Credit  Facility
         effective as of April 1, 2000 which,  among other things,  amended such
         covenants such that the Company  currently is and, as of April 1, 2000,
         was in compliance with such covenants as amended.


                                       7
<PAGE>


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

Results of Operations

         13 week  period  ended April 1, 2000  compared to 13 week period  ended
April 3, 1999.

         Net Sales.  Net sales increased $16.9 million or 29.9% to $73.4 million
for the thirteen week period ended April 1, 2000 (the "2000  Quarterly  Period")
from $56.5  million for the thirteen  week period ended April 3, 1999 (the "1999
Quarterly  Period").  The net  sales  increase  included  $19.5  million  in the
aggregate of  incremental  sales due to the Polaner Brands  Acquisition  and the
Heritage  Brands  Acquisition  that did not exist  prior to these  acquisitions.
Sales of the  Company's  Burns & Ricker Snack  Foods,  Trappey's  products,  B&G
pickles and peppers and Vermont Maid pancake syrups decreased $0.9 million, $0.7
million,  $0.5  million  and $0.3  million  or  14.3%,  15.2%,  4.8% and  23.0%,
respectively. All other brands decreased $0.2 million or 0.2%.

         Gross Profit.  Gross profit  increased  $11.9 million or 49.9% to $35.6
million for the 2000 Quarterly  Period from $23.8 million for the 1999 Quarterly
Period.  Gross profit  expressed as a percentage of net sales increased to 48.6%
in the 2000 Quarterly Period from 42.1% in the 1999 Quarterly  Period.  This was
due to a favorable  shift in the sales mix to higher gross  profit  margins from
sales of the Company's Polaner and Heritage Portfolio of Brands products,  along
with  reduced  labor  and  overhead  costs  at the  Burns &  Ricker  Snack  Food
manufacturing facility.

         Sales,  Marketing  and  Distribution  Expenses.  Sales,  marketing  and
distribution  expenses  increased  $7.6 million or 44.8% to $24.6 million in the
2000  Quarterly  Period from $17.0 million in the 1999  Quarterly  Period.  Such
expenses  expressed as a percentage of net sales  increased to 33.5% in the 2000
Quarterly  Period  from  30.1% in the 1999  Quarterly  Period as a result of the
Polaner  Brands   Acquisition  and  the  Heritage  Brands   Acquisition.   These
acquisitions  accounted  for  $7.6  million  of the  increase.  Trade  promotion
spending increased $0.2 million on the Regina brands and $0.1 million on Burns &
Ricker Snack Foods. All other expenses decreased $0.3 million or 1.2%.

         General  and  Administrative   Expenses.   General  and  administrative
expenses  (including  amortization of intangibles and management fees) increased
$1.1  million or 45.5% to $3.6 million for the 2000  Quarterly  Period from $2.5
million for the 1999 Quarterly Period,  primarily due to increased  amortization
of intangibles of $1.2 million  associated  with the Polaner Brands  Acquisition
and the Heritage Brands  Acquisition  offset by a decrease in operating expenses
of $0.1 million.

         Operating  Income.  As a  result  of the  foregoing,  operating  income
increased  $3.1  million or 72.5% to $7.5 million in the 2000  Quarterly  Period
from $4.3 million in the 1999 Quarterly Period.  Operating income expressed as a
percentage  of net sales  increased to 10.2% in the 2000  Quarterly  Period from
7.7% in the 1999 Quarterly Period.

         Interest  Expense.  Interest  expense  increased  $3.6  million to $8.6
million for the 2000  Quarterly  Period from $5.1 million in the 1999  Quarterly
Period as a result of the  additional  debt  incurred by the Company to fund the
Polaner Brands Acquisition and the Heritage Brands Acquisition.

         Income Tax Benefit.  Income tax benefit for the 2000  Quarterly  Period
was $0.6 million as compared with $0.4 million in the 1999 Quarterly Period. The
Company's effective tax rate for the 2000 Quarterly Period was 52.0% as compared
with 49.0% in the 1999 Quarterly Period.

                                       8

<PAGE>


         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  stockholders.  The  Company
believes that EBITDA provides additional information for determining its 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 from continuing operations
for the thirteen  weeks ended April 1, 2000 and April 3, 1999 is  calculated  as
follows (dollars in thousands):

                                                Thirteen weeks ended
                                                --------------------
                                            April 1, 2000    April 3, 1999
                                            -------------    -------------

Net loss                                       $  (0.6)       $    (0.4)
Depreciation and amortization                      4.0              2.5
Income tax benefit                                (0.6)            (0.4)
Interest expense                                   8.6              5.1
                                                 -----           ------
   EBITDA                                       $ 11.4            $ 6.8
                                                ======            =====


Liquidity and Capital Resources

Cash Flows

         Cash  used in  operating  activities  decreased  $1.6  million  to $1.9
million for the 2000  Quarterly  Period from $3.6 million in the 1999  Quarterly
Period. The decrease is primarily a result of the Polaner Brands Acquisition and
the Heritage Brands  Acquisition  offset by decreases in receivables in relation
to sales. Working capital at April 1, 2000 was $57.3 million, a decrease of $2.1
million over working  capital at January 1, 2000 of $59.4 million.  The decrease
in working capital is due to a portion of long term debt becoming current offset
by a decrease in accounts payable and accrued expenses.

         Net cash used in investing activities for the 2000 Quarterly Period was
$1.6  million as  compared  to $224.2  million  for the 1999  Quarterly  Period.
Investment  expenditures during the 1999 Quarterly Period included $30.6 million
for the Polaner Brands  Acquisition  and $192.0 million for the Heritage  Brands
Acquisition.  Capital  expenditures  during  the 2000  Quarterly  Period of $1.6
million included purchases of manufacturing and computer equipment and were $0.1
million below the $1.7 million in expenditures for the 1999 Quarterly Period.

         Net cash used in financing activities for the 2000 Quarterly Period was
$0.1 million as compared to net cash provided by financing  activities of $228.1
million  for the 1999  Quarterly  Period.  The net cash  provided  by  financing
activities  for the 1999 Quarterly  Period was obtained  primarily from proceeds
from the  issuance of  long-term  debt and equity to finance the Polaner  Brands
Acquisition and the Heritage Brands Acquisition.

Acquisitions

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


                                       9

<PAGE>


additional  indebtedness,  the resulting  increase in debt and interest  expense
could have a negative impact on liquidity.

Debt

         On August 11,  1997,  the  Company  issued  $120,000  of 9.625%  Senior
Subordinated  Notes  (the  "Notes")  due  August 1, 2007 with  interest  payable
semiannually  on February 1 and August 1 of each year. The proceeds of the Notes
were used to repay certain outstanding debt, finance certain  acquisitions,  and
for general corporate purposes. As part of a registration rights agreement dated
August 11, 1997  entered  into with the  initial  purchasers  of the Notes,  the
Company  agreed to offer to  exchange  an  aggregate  principal  amount of up to
$120,000 of its 9.625% Senior  Subordinated Notes due 2007 (the "New Notes") for
a like principal  amount of the Notes  outstanding (the "Exchange  Offer").  The
terms of the New Notes are  identical in all  material  respects to those of the
Notes  (including  principal  amount,  interest rate,  maturity and guarantees),
except for certain transfer restrictions and registration rights relating to the
Notes. The Exchange Offer was completed on February 6, 1998.

         On March 15, 1999, the Company  entered into a $280,000  Senior Secured
Credit Facility  comprised of a $60,000 five-year  revolving credit facility,  a
$70,000  five-year  Term  Loan A and a  $150,000  seven-year  Term  Loan B.  The
proceeds of the Term Loan  Facilities,  together with an  additional  $35,000 of
equity from BRS, were used to fund the Heritage Brands Acquisition and refinance
borrowings  under the Company's then existing  senior  secured  credit  facility
which had been used for the Polaner  Brands  Acquisition  and the Company's July
17,  1998  acquisition  of  Maple  Grove  Farms of  Vermont,  Inc.  Interest  is
determined  based on  several  alternative  rates as  stipulated  in the  Senior
Secured  Credit  Facility,  including  the base  lending  rate per annum plus an
applicable margin, or LIBOR plus an applicable margin. The Senior Secured Credit
Facility is secured by  substantially  all of the Company's  assets.  The Senior
Secured Credit Facility provides for mandatory prepayment  requirements based on
asset  dispositions and issuance of securities,  as defined.  The Senior Secured
Credit Facility contains  covenants that will restrict,  among other things, the
ability of the  Company to incur  additional  indebtedness,  pay  dividends  and
create certain liens.  The Senior Secured Credit Facility also contains  certain
financial  covenants,   which,  among  other  things,  specify  maximum  capital
expenditure  limits,  a minimum  fixed charge  coverage  ratio,  a minimum total
interest  coverage ratio and a maximum  indebtedness to EBITDA ratio, each ratio
as defined.  Proceeds of the Senior  Secured  Credit  Facility are restricted to
funding the Company's  working capital  requirements,  capital  expenditures and
acquisitions  of companies in the same line of business as the Company,  subject
to certain criteria.  The Senior Secured Credit Facility limits  acquisitions to
$30,000  in  fiscal  2000  and  $40,000  thereafter.  There  were no  borrowings
outstanding under the revolving credit facility at April 1, 2000.

         At April 1,  2000,  the  Company  was not in  compliance  with  certain
financial  covenants.  On May 12, 2000, the Company and the lenders entered into
an amendment to the Senior Secured Credit Facility effective as of April 1, 2000
which,  among  other  things,  amended  such  covenants  such  that the  Company
currently is and, as of April 1, 2000,  was in compliance with such covenants as
amended.

Future Capital Needs

         The Company is highly leveraged.  On April 1, 2000, the Company's total
long-term debt (including  current  installments) and  stockholder's  equity was
$340.8 million and $57.5 million, respectively.

                                       10

<PAGE>


         The Company's  primary sources of capital are cash flow from operations
and borrowings under a $60.0 million  revolving  credit facility.  The Company's
primary capital requirements include debt service, capital expenditures, working
capital needs and financing for acquisitions.  The Company's ability to generate
sufficient cash to fund its operations  depends  generally on the results of its
operations and the availability of financing. Management believes that cash flow
from operations in conjunction with the available  borrowing  capacity under the
revolving  credit   facility,   net  of  outstanding   letters  of  credit,   of
approximately $58.7 million at April 1, 2000, and possible future debt financing
will be sufficient for the foreseeable future to meet debt service requirements,
make future acquisitions, if any, and fund capital expenditures.  However, there
can be no  assurance in this regard or that the terms  available  for any future
financing, if required, would be favorable to the Company.

Seasonality

         Sales  of a  number  of the  Company's  products  tend to be  seasonal;
however,  in the aggregate,  the Company's sales are not heavily weighted to any
particular  quarter.  The Company purchases most of the produce used to make its
shelf-stable  pickles,  relishes,  peppers,  olives and other related  specialty
items during the period from July 1, to October 31, 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 1998, the Financial Accounting Standards Board issued Statement
on Financial  Accounting  Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging  Activities."  SFAS No. 133  standardizes the accounting
for derivative  instruments by requiring that an entity recognize derivatives as
assets or liabilities in the statement of financial position and measure them at
fair value. In June 1999, the Financial  Accounting  Standards Board issued SFAS
No. 137, "Accounting for Derivative Instruments and Hedging  Activities-Deferral
of the Effective Dates of FASB Statement No. 133 and Amendment of FASB Statement
No.  133." SFAS No. 137 defers the  effective  date of SFAS No.  133,  requiring
implementation  of the provisions of SFAS No. 133 for all quarters of all fiscal
years beginning after June 15, 2000.  These  Statements  should have no material
impact on the Company's consolidated financial statements.

Forward-Looking Statements

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

                                       11

<PAGE>

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

         In the normal  course of  operations,  the Company is exposed to market
risks arising from adverse changes in interest rates. Market risk is defined for
these  purposes  as the  potential  change in the fair value  resulting  from an
adverse  movement in interest  rates.  As of April 1, 2000,  the Company's  only
variable rate  borrowings were under the Term Loan Facilities that 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 April 1, 2000,  would  result in an annual  increase  in interest
expense  and a  corresponding  reduction  in  cash-flow  of  approximately  $2.2
million.


                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings

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

Item 2.  Changes in Securities and Use of Proceeds

         Not applicable.

Item 3.  Defaults Upon Senior Securities

         At April 1,  2000,  the  Company  was not in  compliance  with  certain
financial  covenants.  On May 12, 2000, the Company and the lenders entered into
an amendment to the Senior Secured Credit Facility effective as of April 1, 2000
which,  among  other  things,  amended  such  covenants  such  that the  Company
currently is and, as of April 1, 2000,  was in compliance with such covenants as
amended.

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

         Not applicable.

Item 5.  Other Information

         Not applicable.



                                       12
<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                         Intentionally  omitted.
3.6                         Intentionally omitted.
3.7                         Certificate  of   Incorporation  of  Trappey's  Fine
                            Foods,  Inc. (Filed with the Securities and Exchange
                            Commission  as  Exhibit  3.7 to  Amendment  No. 1 to
                            Registration  Statement No. 333-39813 on January 14,
                            1998 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)

                                       13

<PAGE>

3.9                         Certificate   of    Incorporation    for   Bloch   &
                            Guggenheimer,  Inc.  (Filed with the  Securities and
                            Exchange  Commission as Exhibit 3.9 to Amendment No.
                            1 to Registration Statement No. 333-39813 on January
                            14, 1998 and incorporated herein by reference)
3.10                        Bylaws of Bloch & Guggenheimer, Inc. (Filed with the
                            Securities  and Exchange  Commission as Exhibit 3.10
                            to Amendment  No. 1 to  Registration  Statement  No.
                            333-39813  on  January  14,  1998  and  incorporated
                            herein by reference)
3.11                        Certificate  of  Incorporation  of RWBW  Acquisition
                            Corp.   (Filed  with  the  Securities  and  Exchange
                            Commission  as Exhibit  3.11 to  Amendment  No. 1 to
                            Registration  Statement No. 333-39813 on January 14,
                            1998 and incorporated herein by reference)
3.12                        Bylaws of RWBW  Acquisition  Corp.  (Filed  with the
                            Securities  and Exchange  Commission as Exhibit 3.12
                            to Amendment  No. 1 to  Registration  Statement  No.
                            333-39813  on  January  14,  1998  and  incorporated
                            herein by reference)
3.13                        Intentionally omitted.
3.14                        Intentionally omitted.
3.15                        Certificate    of    Incorporation    of    Roseland
                            Distribution Company. (Filed with the Securities and
                            Exchange Commission as Exhibit 3.15 to Amendment No.
                            1 to Registration Statement No. 333-39813 on January
                            14, 1998 and incorporated herein by reference)
3.16                        Bylaws of Roseland Distribution Company. (Filed with
                            the  Securities  and Exchange  Commission as Exhibit
                            3.16 to Amendment  No. 1 to  Registration  Statement
                            No.  333-39813 on January 14, 1998 and  incorporated
                            herein by reference)
3.17                        Intentionally omitted.
3.18                        Intentionally omitted.
3.19                        Certificate of Incorporation of Burns & Ricker, Inc.
                            (Filed with the Securities  and Exchange  Commission
                            as Exhibit 3.19 to Amendment  No. 1 to  Registration
                            Statement  No.  333-39813  on January  14,  1998 and
                            incorporated herein by reference)
3.20                        Bylaws  of  Burns &  Ricker,  Inc.  (Filed  with the
                            Securities  and Exchange  Commission as Exhibit 3.20
                            to Amendment  No. 1 to  Registration  Statement  No.
                            333-39813  on  January  14,  1998  and  incorporated
                            herein by reference)
4.1                         Indenture  dated as of August 11,  1997  between B&G
                            Foods,  Inc. (the  "Company"),  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   (collectively,   the
                            "Guarantors")  and The Bank of New York,  as trustee
                            (the  "Trustee").  (Filed  with the  Securities  and
                            Exchange  Commission as Exhibit 4.1 to  Registration
                            Statement  No.  333-39813  on  November  7, 1997 and
                            incorporated herein by reference)
4.2                         Form of the  Company's  9%  Senior  Notes  due 2007.
                            (Filed with the Securities  and Exchange  Commission
                            as  Exhibit  4.1  to   Registration   Statement  No.
                            333-39813  on  November  7,  1997  and  incorporated
                            herein by

                                       14
<PAGE>


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

                                       15

<PAGE>


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

(b)      Reports on Form 8-K

         None.




                                       16
<PAGE>



                                    SIGNATURE


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


Dated:   May 15, 2000            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)






                                       17
<PAGE>



                                  EXHIBIT INDEX




       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                         Intentionally omitted.
3.6                         Intentionally omitted.
3.7                         Certificate  of   Incorporation  of  Trappey's  Fine
                            Foods,  Inc. (Filed with the Securities and Exchange
                            Commission  as  Exhibit  3.7 to  Amendment  No. 1 to
                            Registration  Statement No. 333-39813 on January 14,
                            1998 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

                                       18

<PAGE>

                            reference)
3.9                         Certificate   of    Incorporation    for   Bloch   &
                            Guggenheimer,  Inc.  (Filed with the  Securities and
                            Exchange  Commission as Exhibit 3.9 to Amendment No.
                            1 to Registration Statement No. 333-39813 on January
                            14, 1998 and incorporated herein by reference)
3.10                        Bylaws of Bloch & Guggenheimer, Inc. (Filed with the
                            Securities  and Exchange  Commission as Exhibit 3.10
                            to Amendment  No. 1 to  Registration  Statement  No.
                            333-39813  on  January  14,  1998  and  incorporated
                            herein by reference)
3.11                        Certificate  of  Incorporation  of RWBW  Acquisition
                            Corp.   (Filed  with  the  Securities  and  Exchange
                            Commission  as Exhibit  3.11 to  Amendment  No. 1 to
                            Registration  Statement No. 333-39813 on January 14,
                            1998 and incorporated herein by reference)
3.12                        Bylaws of RWBW  Acquisition  Corp.  (Filed  with the
                            Securities  and Exchange  Commission as Exhibit 3.12
                            to Amendment  No. 1 to  Registration  Statement  No.
                            333-39813  on  January  14,  1998  and  incorporated
                            herein by reference)
3.13                        Intentionally omitted.
3.14                        Intentionally omitted.
3.15                        Certificate    of    Incorporation    of    Roseland
                            Distribution Company. (Filed with the Securities and
                            Exchange Commission as Exhibit 3.15 to Amendment No.
                            1 to Registration Statement No. 333-39813 on January
                            14, 1998 and incorporated herein by reference)
3.16                        Bylaws of Roseland Distribution Company. (Filed with
                            the  Securities  and Exchange  Commission as Exhibit
                            3.16 to Amendment  No. 1 to  Registration  Statement
                            No.  333-39813 on January 14, 1998 and  incorporated
                            herein by reference)
3.17                        Intentionally omitted.
3.18                        Intentionally omitted.
3.19                        Certificate of Incorporation of Burns & Ricker, Inc.
                            (Filed with the Securities  and Exchange  Commission
                            as Exhibit 3.19 to Amendment  No. 1 to  Registration
                            Statement  No.  333-39813  on January  14,  1998 and
                            incorporated herein by reference)
3.20                        Bylaws  of  Burns &  Ricker,  Inc.  (Filed  with the
                            Securities  and Exchange  Commission as Exhibit 3.20
                            to Amendment  No. 1 to  Registration  Statement  No.
                            333-39813  on  January  14,  1998  and  incorporated
                            herein by reference)
4.1                         Indenture  dated as of August 11,  1997  between B&G
                            Foods,  Inc. (the  "Company"),  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   (collectively,   the
                            "Guarantors")  and The Bank of New York,  as trustee
                            (the  "Trustee").  (Filed  with the  Securities  and
                            Exchange  Commission as Exhibit 4.1 to  Registration
                            Statement  No.  333-39813  on  November  7, 1997 and
                            incorporated herein by reference)
4.2                         Form of the  Company's  9%  Senior  Notes  due 2007.
                            (Filed with the Securities  and Exchange  Commission
                            as Exhibit 4.1 to Registration

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<PAGE>


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

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<PAGE>


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



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