As filed with the Securities and Exchange Commission on April 19, 2004

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q



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

                  For the quarterly period ended April 3, 2004

                                       or



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

                  For the transition period from to _________.

                        Commission file number 333-39813



                                 B&G FOODS, INC.

             (Exact name of Registrant as specified in its charter)

                Delaware                                 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 19, 2004,  B&G Foods,  Inc. had one (1) share of common  stock,
par value $0.01 per share, outstanding, which was owned by an affiliate.


<PAGE>

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

                                        B&G Foods, Inc. and Subsidiaries
                                                     Index

                                                                                                      Page No.
                                                                                                      --------

PART I.       FINANCIAL INFORMATION

         Item 1.    Financial Statements (Unaudited)

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

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

                Consolidated Statements of Stockholder's Equity..............................................3

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

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

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

         Item 3.    Quantitative and Qualitative Disclosures about
                    Market Risk.............................................................................20

         Item 4.    Controls and Procedures.................................................................21

PART II.      OTHER INFORMATION

         Item 1.    Legal Proceedings.......................................................................21

         Item 2.    Changes in Securities and Use of Proceeds...............................................22

         Item 3.    Defaults Upon Senior Securities.........................................................22

         Item 4.    Submission of Matters to a Vote of Security Holders.....................................22

         Item 5.    Other Information.......................................................................22

         Item 6.    Exhibits and Reports on Form 8-K........................................................22
                    (a)  Exhibits
                    (b)  Reports on Form 8-K

SIGNATURES

INDEX TO EXHIBITS

                                                       i
</TABLE>

<PAGE>

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

                                               PART I
                                        FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

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

                Assets                                          April 3, 2004      January 3, 2004
                                                                -------------      ---------------
                                                                 (Unaudited)
Current assets:
      Cash and cash equivalents...............................     $  3,352               $  8,092
      Trade accounts receivable, net..........................       25,632                 22,348
      Inventories.............................................       81,191                 80,789
      Prepaid expenses........................................        3,416                  2,336
      Deferred income taxes...................................          115                    115
                                                                   -------------------------------
           Total current assets...............................      113,706                113,680

Property, plant and equipment, net............................       43,868                 43,940
Goodwill......................................................      188,629                188,629
Trademarks ...................................................      193,481                193,481
Other assets..................................................        9,625                 10,209
                                                                   -------------------------------

           Total Assets.......................................     $549,309               $549,939
                                                                   ===============================

           Liabilities and Stockholder's Equity

Current liabilities:
      Current installments of long-term debt..................     $  1,500               $  1,500
      Trade accounts payable..................................       21,341                 19,816
      Accrued expenses........................................       16,299                 24,819
      Due to related party....................................           83                    208
                                                                  --------------------------------
           Total current liabilities..........................       39,223                 46,343

Long-term debt................................................      366,979                367,296
Deferred income taxes.........................................       44,249                 42,774
Other liabilities.............................................          361                    347
                                                                  --------------------------------
           Total liabilities..................................      450,812                456,760
                                                                  --------------------------------

Stockholder's equity:
Common stock, par value $0.01 per share.  Authorized
      1,000 shares; issued and outstanding 1 share                       -                      -
Additional paid-in capital                                           56,396                 56,396
Accumulated other comprehensive income                                  (70)                   (74)
Retained earnings                                                    42,171                 36,857
                                                                  --------------------------------
           Total stockholder's equity                                98,497                 93,179
                                                                  --------------------------------

           Total liabilities and stockholder's equity.........     $549,309               $549,939
                                                                  ================================

                           See Notes to Consolidated Financial Statements.

                                        1

</TABLE>

<PAGE>


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


                                                     Thirteen Weeks Ended
                                                April 3, 2004     March 29, 2003
                                                -------------     --------------

Net sales ...................................     $   90,677      $   67,454
Cost of goods sold ..........................         61,691          47,388
                                                -------------     --------------
       Gross profit .........................         28,986          20,066

Operating expenses:
    Sales, marketing and distribution expenses        10,858           7,443
    General and administrative expenses .....          1,535           1,632
    Management fees-related party ...........            125             125
                                                -------------     --------------
       Operating income .....................         16,468          10,866

Other expenses:
    Interest expense, net ...................          7,812           7,223
                                                -------------     --------------
       Income before income tax expense .....          8,656           3,643
Provision for income taxes ..................          3,342           1,402
                                                -------------     --------------
       Net income ...........................     $    5,314      $    2,241
                                                =============     ==============

                See Notes to Consolidated Financial Statements.

                                       2

<PAGE>

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

                                                 B&G Foods, Inc. and Subsidiaries
                                         Consolidated Statements of Stockholder's Equity
                                                      (Dollars in thousands)
                                                           (Unaudited)


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

Foreign currency translation ........                                    34                                                   34
Net income ..........................         --         --                                   --            2,241          2,241
                                                                                                                       ---------
Comprehensive income ................                                                                                      2,275
                                         -------   --------            -----           ---------        ---------      ---------
Balance at March 29, 2003 ...........          1   $     --            $ 14            $  56,396        $  23,930      $  80,340
                                         =======   ========            =====           =========        =========      =========

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

Foreign currency translation ........                                     4                                                    4
Net income ................... ......         --         --                                   --            5,314          5,314
                                                                                                                       ---------
Comprehensive income ................                                                                                      5,318
                                                                                                                       ---------
Balance at April 3, 2004 ............          1   $     --            $(70)           $  56,396        $  42,171      $  98,497
                                         =======   ========            =====           =========        =========      =========


                                         See Notes to Consolidated Financial Statements.

                                                                3

</TABLE>


<PAGE>

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

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

                                                                                        Thirteen Weeks Ended
                                                                                   April 3, 2004      March 29, 2003
                                                                                   -------------      --------------
Cash flows from operating activities:
Net income .....................................................................   $       5,314       $       2,241
Adjustments to reconcile net income to net cash provided by operating
   activities:
   Depreciation.................................................................           1,605               1,361
   Deferred income taxes........................................................           1,475                 817
   Amortization and write off of deferred debt issuance costs and bond
   discount.....................................................................             642                 743
   Provision for bad debt.......................................................               0                 575
   Changes in assets and liabilities, net of effects of business combination:
         Trade accounts receivable..............................................          (3,284)              2,551
         Inventories............................................................            (402)              3,373
         Prepaid expenses.......................................................          (1,080)               (286)
         Other assets...........................................................               0                  (1)
         Trade accounts payable.................................................           1,525              (2,359)
         Accrued expenses.......................................................          (8,507)             (7,172)
         Due to related party...................................................            (125)               (125)
         Other liabilities......................................................              14                  14
                                                                                   -------------        ------------
     Net cash (used in) provided by operating activities........................          (2,823)              1,732

Cash flows from investing activities:
   Capital expenditures.........................................................          (1,546)             (1,229)
                                                                                   -------------        ------------
     Net cash used in investing activities......................................          (1,546)             (1,229)

Cash flows from financing activities:
   Payments of long-term debt...................................................            (375)             (5,092)
                                                                                   -------------        ------------
     Net cash used in financing activities......................................            (375)             (5,092)

   Effect of exchange rate fluctuation on cash and cash equivalents.............               4                  34
                                                                                   -------------        ------------

Net decrease in cash and cash equivalents.......................................          (4,740)             (4,555)
Cash and cash equivalents at beginning of period................................           8,092              15,866
                                                                                   -------------        ------------

Cash and cash equivalents at end of period......................................  $        3,352             $11,311
                                                                                  ==============        ============

Supplemental disclosure of cash flow information:
     Cash interest..............................................................  $       12,542       $      11,788
     Cash income taxes..........................................................  $        1,808       $         214
                                    See Notes to Consolidated Financial Statements.


                                                          4
</TABLE>

<PAGE>


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

(1)      Basis of Presentation

         The accompanying  unaudited  consolidated  financial  statements of B&G
Foods, Inc. and its subsidiaries (collectively,  "B&G" or the "Company") contain
all adjustments  (consisting only of normal and recurring adjustments) necessary
to present fairly the Company's  consolidated  financial position as of April 3,
2004  and  the  results  of  their  operations  and  their  cash  flows  for the
thirteen-week periods ended April 3, 2004 and March 29, 2003.

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

(2)      Adoption of New Accounting Standards

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

(3)      Nature of Operations and Business Acquisitions

         Nature of Operations

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

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

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

                                       5


<PAGE>

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

         Acquisitions and Financing

         On August 21, 2003, the Company  acquired  certain assets of The Ortega
Brand of Business  ("Ortega"  or the  "Ortega  Acquisition")  for  approximately
$118,179 in cash (the "Ortega Purchase  Price"),  including  transaction  costs,
from  Nestle  Prepared  Foods  Company  ("Nestle").   In  connection  with  this
transaction,  the Company entered into a $200,000 senior secured credit facility
comprised  of a $50,000  five-year  revolving  credit  facility  and a  $150,000
six-year term loan facility. The proceeds of such senior secured credit facility
were  used  to  fund  the  Ortega   Acquisition   and  refinance  the  Company's
then-existing credit facility. See Note 5 (Debt).

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

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

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

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

         Unaudited Pro Forma Summary of Operations

         The  following  unaudited  pro  forma  summary  of  operations  for the
thirteen weeks ended March 29, 2003 presents the operations of the Company as if
the Ortega Acquisition had occurred as of the beginning of the period presented.
In addition to including the results of operations of the Ortega  business,  the
unaudited  pro  forma   information  gives  effect  to  interest  on  additional
borrowings and changes in depreciation and  amortization of property,  plant and
equipment.

                                                    Thirteen Weeks
                                                    --------------
                                                        Ended
                                                        -----
                                                    March 29, 2003
                                                    --------------
                 Net Sales                            $ 85,896
                 Net Income                              2,661

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

                                       6

<PAGE>

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


(4)      Inventories

         Inventories consist of the following:

                                           April 3, 2004        January 3, 2004
                                           -------------        ----------------
Raw materials and packaging ...........    $     17,492         $     14,916
Work in process .......................           1,006                1,555
Finished goods ........................          62,693               64,318
                                           ------------         ----------------

     Total ............................    $     81,191         $     80,789
                                           ============         ================

(5)      Debt

         On August 21,  2003,  the  Company  entered  into a newly  amended  and
restated $200,000 senior secured credit facility,  which was further amended and
restated  as of  September  9,  2003 (the  "Senior  Secured  Credit  Facility"),
comprised of a $50,000 five-year  revolving credit facility  ("Revolving  Credit
Facility")  and a  $150,000  six-year  term loan  facility  ("Term  Loan").  The
proceeds of the Term Loan and of certain  drawings  under the  Revolving  Credit
Facility  were  used  (i) to fund  the  Ortega  Acquisition  and to pay  related
transaction fees and expenses and (ii) to fully pay off the Company's  remaining
obligations under Term Loan B of the Company's then-existing Term Loan Agreement
dated as of March 15, 1999. In  connection  therewith,  the Company  capitalized
approximately  $5,300 of new deferred debt issuance  costs related to the Senior
Secured Credit Facility and, in accordance  with the applicable  guidance of the
FASB's Emerging Issues Task Force,  wrote off $1,831 of deferred financing costs
related to the Company's  then-existing  Term Loan B. With respect to the Senior
Secured Credit  Facility,  interest is determined  based on several  alternative
rates,  including the base lending rate per annum plus an applicable  margin, or
LIBOR plus an  applicable  margin (4.52% at April 3, 2004).  The Senior  Secured
Credit Facility is secured by  substantially  all of the Company's  assets.  The
Senior  Secured  Credit  Facility  provides for mandatory  prepayments  upon the
occurrence  of  certain  events,   including  material  asset  dispositions  and
issuances of securities.  The Senior Secured Credit Facility contains  covenants
that restrict,  among other things,  the Company's  ability to incur  additional
indebtedness,  pay dividends and create certain liens. The Senior Secured Credit
Facility also contains certain financial  covenants,  which, among other things,
specify and define maximum capital  expenditure limits, a minimum total interest
coverage  ratio and a maximum  leverage  ratio.  Proceeds of the Senior  Secured
Credit  Facility  are  restricted  to  funding  the  Company's  working  capital
requirements,  capital  expenditures  and  acquisitions of companies in the same
line of business as the Company,  subject to certain  additional  criteria.  The
Senior Secured Credit  Facility  limits  expenditures on acquisitions to $50,000
per  acquisition   unless  the  Company  can  satisfy  certain   leverage  ratio
requirements. The outstanding balances for the Revolving Credit Facility and the
Term Loan at April 3, 2004 were $0 and  $149,250,  respectively.  The  available
borrowing  capacity  under the Revolving  Credit  Facility,  net of  outstanding
letters of credit of $1,300, was approximately $48,700 at April 3, 2004.

         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 the Company's  then-existing Term Loan A, and to
reduce the amount outstanding under the Company's then-existing Term Loan B, and
pay related deferred debt issuance costs.

         The  indentures for the 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

                                       7
<PAGE>


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


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.

(6)      Commitments and Contingencies

         The  Company  has  not  made  any  material   expenditures  during  the
thirteen-week  periods ended April 3, 2004 and March 29, 2003 in order to comply
with  environmental  laws or  regulations.  Based on its experience to date, B&G
believes that the future cost of compliance with existing environmental laws and
regulations (and liability for known  environmental  conditions) will not have a
material  adverse effect on its  consolidated  financial  condition,  results of
operations or liquidity.  However, the Company cannot predict what environmental
or health and safety legislation or regulations will be enacted in the future or
how existing or future laws or  regulations  will be enforced,  administered  or
interpreted,  nor can the Company predict the amount of future expenditures that
may be required in order to comply with such  environmental or health and safety
laws or regulations or to respond to such environmental claims.

         In January 2002, the Company was named as a third-party defendant in an
action regarding environmental  liability under the Comprehensive  Environmental
Response,  Compensation and Liability Act, or Superfund, for alleged disposal of
waste by White Cap  Preserves,  an alleged  predecessor  of the Company,  at the
Combe Fill South Landfill,  a Superfund site. In February 2003, B&G paid $100 in
settlement of all asserted claims arising from this matter, and in March 2003, a
bar order was entered by the United  States  District  Court for the District of
New Jersey  protecting  B&G,  subject to a limited  re-opener  clause,  from any
claims for  contribution,  natural  resources  damages and certain  other claims
related to the action until such time that the litigation is dismissed.

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

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

(7)      Pension Benefits



                                       8
<PAGE>

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



         Net periodic  costs for the thirteen  week periods  ended April 3, 2004
and March 29, 2003 includes the following components:

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

                                                                Thirteen Weeks Ended      Thirteen Weeks Ended
                                                                   April 3, 2004             March 29, 2003
                                                                   -------------             --------------
Service cost - benefits earned during the period                   $        339             $         234
Interest cost on projected benefit obligation                               260                       206
Expected return on plan assets                                             (209)                     (158)
Net amortization and deferral                                                47                        21
                                                                   -------------             --------------
Net pension benefit cost                                           $        437              $        303
                                                                   =============             ==============
</TABLE>


The Company previously  disclosed in its consolidated  financial  statements for
the year ended January 3, 2004 that it is expected to contribute $1.3 million to
its pension plans in 2004. As of April 3, 2004, no contributions have been made.
The Company  presently  anticipates  increasing its total  contribution  to $1.5
million for the year to fund its pension plan obligations in 2004.





                                       9

<PAGE>




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

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

General

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

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

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

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

         On February 11, 2004,  our sole  stockholder,  B&G Foods Holdings Corp.
("B&G  Holdings"),  filed a  Registration  Statement  on  Form  S-1,  which  was
subsequently  amended  by the  filing  of  Amendment  No. 1 to the  Registration
Statement  on Form  S-1 on  March  31,  2004,  for the  registration  of (A) B&G
Holdings' Enhanced Income Securities,  or "EISs" (with each EIS representing one
share of Class A Common  Stock and $6.00  aggregate  principal  amount of Senior
Subordinated  Notes), and additional Senior Subordinated Notes separate from the
EISs and (B) B&G  Holdings'  Senior  Notes,  each as  further  described  in the
Registration Statement. Each of the offerings is contingent on the completion of
the  other  offerings.   In  the  event  that  the  offerings  are  consummated,
immediately prior to completion of the offering contemplated by the Registration
Statement, we will be merged with and into B&G HOldings and the surviving entity
will be renamed B&G Foods,  Inc. We and each of our  subsidiaries  are listed in
the Registration Statement as Additional Registrants.


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

         Fluctuations in Commodity Prices: We purchase raw materials,  including
agricultural  products,  meat and poultry from  growers,  commodity  processors,
other food companies and packaging  manufacturers.  Raw materials are subject to
fluctuations in price  attributable to a number of factors.  We manage this risk
by entering into short-term  supply contracts and advance  commodities  purchase
agreements from time to time, and if necessary, by raising prices.

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

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


                                       10

<PAGE>

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

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

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

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

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

Critical Accounting Policies; Use of Estimates

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

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

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

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

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


                                       11
<PAGE>

         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.

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

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

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

Results of Operations

         The following table sets forth the percentages of net sales represented
by selected  items for the thirteen  week periods  ended April 3, 2004 and March
29, 2003 reflected in our Consolidated Statements of Operations. The comparisons
of financial results are not necessarily indicative of future results:

                                                   Thirteen Weeks Ended
                                            ------------------------------------
                                              April 3, 2004    March 29, 2003
                                              -------------    --------------
Common Size Income Statement:
Net sales                                        100.0%            100.0%
Cost of goods sold                                68.0%             70.3%
                                                 ------            ------
   Gross profit                                   32.0%             29.7%

Operating expenses:
Sales, marketing and distribution expenses        12.0%             11.0%
General and administrative expenses                1.7%              2.4%
Management fees-related party                      0.1%              0.2%
                                                 ------            ------
   Operating income                               18.2%             16.1%

Interest expense                                   8.6%             10.7%
                                                 ------            ------
   Income before income taxes                      9.5%              5.4%
Provision for income taxes                         3.7%              2.1%
                                                 ------            ------
   Net income                                      5.9%              3.3%
                                                 ======            =======


                                       12
<PAGE>

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

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

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

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

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

Thirteen  week period ended April 3, 2004 compared to thirteen week period ended
March 29, 2003.

         Net Sales.  Net sales increased $23.2 million or 34.4% to $90.7 million
for the thirteen week period ended April 3, 2004 (the "2004  quarterly  period")
from $67.5  million for the thirteen week period ended March 29, 2003 (the "2003
quarterly  period").  The Ortega  acquisition,  which occurred  August 21, 2003,
accounted  for $22.3  million  of the sales  increase.  Sales of the our line of
Maple  Grove  Farms Of  Vermont,  Emeril,  Las  Palmas  and  Underwood  products
increased  $1.2 million,  $0.8 million,  $0.5 million and $0.5 million or 12.6%,
13.9%,  11.4% and 10.1%,  respectively,  reflecting  higher unit  volume.  These
increases  were offset by a reduction of sales in B&M Baked  Beans,  Polaner and
Bloch & Guggenheimer  products in the amounts of $1.0 million,  $0.7 million and
$0.5 million or 19.2%, 6.7% and 5.1%, respectively.  All other brands increased,
in the aggregate by, $0.1 million or 0.4%.

         Gross  Profit.  Gross profit  increased  $8.9 million or 44.5% to $29.0
million for the 2004 quarterly  period from $20.1 million for the 2003 quarterly
period.  Gross profit  expressed as a percentage of net sales increased to 32.0%
in the 2004  quarterly  period  from  29.7% in the 2003  quarterly  period.  The
increase in gross profit  percentage  was  primarily the result of the favorable
business impact of the Ortega  acquisition,  partially offset by higher costs of
maple syrup, the increased costs of pickle and pepper production and an increase
in trade spending.

         Sales,  Marketing  and  Distribution  Expenses.  Sales,  marketing  and
distribution  expenses  increased $3.4 million or 45.9% to $10.9 million for the
2004  quarterly  period from $7.4  million for the 2003  quarterly  period.  The
Ortega  acquisition  accounted  for $2.4  million of the  increase  in sales and
marketing expenses for the 2004 quarterly period. Advertising expenses increased
$0.7 million and all other expenses increased $0.3 million.

         General  and  Administrative   Expenses.   General  and  administrative
expenses and management  fees decreased $0.1 million or 5.5% to $1.7 million for
the 2004  quarterly  period  from $1.8  million  in the 2003  quarterly  period.
Included in the 2003  quarterly  period is a bad debt  write-off of $0.6 million
relating to Fleming Companies,  Inc., which filed Chapter 11 bankruptcy on April
1, 2003.  The  reduction  of bad debt  expense in the 2004  quarterly  period is
partially  offset by an  increase  in  incentive  compensation  accruals of $0.5
million.

                                       13
<PAGE>

         Operating  Income.  As a  result  of the  foregoing,  operating  income
increased $5.6 million or 51.6% to $16.5 million for the 2004  quarterly  period
from $10.9 million for the 2003 quarterly period.  Operating income expressed as
a percentage of net sales  increased to 18.2% in the 2004 quarterly  period from
16.1% in the 2003 quarterly period.

         Interest  Expense.  Interest  expense  increased  $0.6  million to $7.8
million for the 2004  quarterly  period from $7.2 million in the 2003  quarterly
period. In addition,  total debt increased  approximately  $100.0 million in the
2004 quarterly period verses the 2003 quarterly period. See "Debt" below.

         Income Tax Expense. Income tax expense increased $1.9 million or 138.4%
to $3.3  million for the 2004  quarterly  period  from $1.4  million in the 2003
quarterly period. Our effective tax rate was 38.6% for the 2004 quarterly period
and 38.5% for the 2003 quarterly period.

Non-GAAP Financial Measures

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

         A reconciliation  of EBITDA and "free cash flow" with the most directly
comparable GAAP measure is included below for the thirteen-weeks  ended April 3,
2004 and March 29, 2003 along with the components of EBITDA.

         EBITDA margin is calculated as a percentage of net sales.

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

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

                                                                  Thirteen Weeks Ended
                                                                  --------------------
                                                             April 3, 2004    March 29, 2003
                                                             -------------    --------------
Net income                                                          $5,314            $2,241(1)
Depreciation                                                         1,605             1,361
Income tax expense                                                   3,342             1,402
Interest expense, net                                                7,812             7,223
                                                             -------------------------------
EBITDA (2)                                                          18,073            12,227
Income tax expense                                                  (3,342)           (1,402)
Interest expense, net                                               (7,812)           (7,223)
Deferred income taxes                                                1,475               817
Amortization of deferred financing and bond discount                   642               743
 Changes in assets and liabilities, net of effects of
    business combination                                           (11,859)           (3,430)
                                                             -------------------------------
Net cash (used in) provided by operating activities                 (2,823)            1,732
Capital expenditures                                                (1,546)           (1,229)
                                                             -------------------------------
Free cash flow (3)                                                 ($4,369)             $503
                                                             ===============================
</TABLE>


  (1) Net income  includes  an unusual  bad debt  expense  incurred  in the 2003
      quarterly  period of $0.6 million ($.04  million,  net of tax) relating to
      Fleming Companies, Inc., which filed for Chapter 11 Bankruptcy on April 1,
      2003.

                                       14

<PAGE>

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

  (3) We disclose free cash flow because we believe that it is a measure of cash
      flow generated  that is available for investing and financing  activities.
      Free cash flow is  defined  as net cash  provided  by (used in)  operating
      activities  less capital  expenditures.  We believe that the most directly
      comparable  GAAP financial  measure to free cash flow is net cash provided
      by  (used  in)  operating  activities.  Free  cash  flow  represents  cash
      generated after paying for interest on borrowings,  income taxes,  capital
      expenditures  and  changes  in  working   capital,   but  before  repaying
      outstanding  debt,  investing cash to acquire  businesses and making other
      strategic investments. Thus, key assumptions underlying free cash flow are
      that we will be able to refinance  our existing  debt when it matures with
      new debt and that we will be able to finance any new  acquisitions we make
      by raising new debt or equity capital.

Liquidity and Capital Resources

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

         Cash Flows. Cash used in operating activities increased $4.6 million to
$2.8  million  for the 2004  quarterly  period from cash  provided by  operating
activities of $1.7 million in the 2003 quarterly period. The increase was due to
an increase in trade accounts receivable and inventory and a decrease in accrued
expenses  partially  offset by an  increase  in trade  accounts  payable and net
income as compared to the 2003  quarterly  period.  Working  capital at April 3,
2004 was $74.5  million,  an increase of $7.2 million  over  working  capital at
January 3, 2004 of $67.3  million.  This change in working  capital is primarily
due to a decrease in accrued  expenses  relating to accrued interest and accrued
incentive compensation.

         Net cash used in investing activities for the 2004 quarterly period was
$1.5  million  as  compared  to net cash used in  investing  activities  of $1.2
million for the 2003  quarterly  period.  Capital  expenditures  during the 2004
quarterly  period  of $1.5  million  included  purchases  of  manufacturing  and
computer  equipment  and were $0.3  million  above the $1.2  million  in similar
capital expenditures for the 2003 quarterly period.

         Net cash used in financing activities for the 2004 quarterly period was
$0.4 million as compared to $5.1 million for the 2003 quarterly period.  The net
cash used by financing  activities  for the 2004 quarterly  period  included the
Company's required $0.4 million quarterly payment under our Term Loan B. The net
cash used by financing  activities  for the 2003 quarterly  period  included the
Company's required $0.1 million quarterly payment, and an additional  prepayment
of $5.0 million, under our then-existing Term Loan B.

         We believe,  based on a number of factors,  including our trademark and
goodwill  amortization  from our  prior  acquisitions,  that we will  realize  a
benefit  to our  cash  taxes  payable  from  the  depreciation  of our

                                       15

<PAGE>

acquired trademarks and goodwill for the taxable years 2004 through 2018.

         Acquisitions.   Our   liquidity   and  capital   resources   have  been
significantly  impacted by  acquisitions  and may be impacted in the foreseeable
future by additional  acquisitions.  We have historically  financed acquisitions
with  borrowings  and cash flows  from  operations.  Our  interest  expense  has
increased  significantly as a result of additional indebtedness we have incurred
as a result of our recent  acquisitions,  and will increase with any  additional
indebtedness we may incur to finance potential future  acquisitions,  if any. To
the extent future acquisitions, if any, are financed by additional indebtedness,
the resulting increase in debt and interest expense could have a negative impact
on liquidity.

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

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

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

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

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

</TABLE>

         Environmental   Clean-Up   Costs.   We  have  not  made  any   material
expenditures  during the  thirteen-week  period  ended April 3, 2004 in order to
comply with environmental laws or regulations.  Based on our experience to date,
we believe that the future cost of compliance with existing  environmental  laws
and regulations (and liability for known environmental conditions) will not have
a material adverse effect on our consolidated  financial  condition,  results of
operations or liquidity. However, we cannot predict what environmental or health
and  safety  legislation  or  regulations  will be  enacted in the future or how
existing  or  future  laws or  regulations  will be  enforced,  administered  or
interpreted,  nor can we predict the amount of future  expenditures  that may be
required in order to comply with such environmental or health and safety laws or
regulations or to respond to such environmental claims.

         In January 2002, we were named as a third-party  defendant in an action
regarding   environmental   liability  under  the  Comprehensive   Environmental
Response, Compensation and Liability Act, or Superfund, for alleged


                                       16

<PAGE>

disposal of waste by White Cap Preserves, an alleged predecessor of our company,
at the Combe Fill South  Landfill,  a Superfund  site. In February 2003, we paid
$0.1 million in settlement of all asserted claims arising from this matter,  and
in March 2003 a bar order was entered by the United  States  District  Court for
the District of New Jersey protecting us, subject to a limited re-opener clause,
from any claims for  contribution,  natural  resources damages and certain other
claims related to the action until such time that the litigation is dismissed.

         Debt. As of April 3, 2004, we have  outstanding  $220 million 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  million
principal amount was originally issued in August 1997 and $100 million principal
amount  (the "new  notes")  was issued by us through a private  offering  of the
notes  completed  on  March  7,  2002.  The  notes  contain   certain   transfer
restrictions.

         On August 21, 2003,  we entered into a newly  amended and restated $200
million senior secured credit  facility,  which was further amended and restated
as of September 9, 2003,  comprised of a $50 million five-year  revolving credit
facility and a $150 million  six-year  term loan  facility.  The proceeds of the
term loan and of certain  drawings under the revolving credit facility were used
(i) to fund the  Ortega  acquisition  and to pay  related  transaction  fees and
expenses and (ii) to fully pay off our remaining  obligations  under term loan B
of our  then-existing  term  loan  agreement  dated as of  March  15,  1999.  In
connection therewith, we capitalized  approximately $5.3 million of new deferred
debt  issuance  costs  related to the senior  secured  credit  facility  and, in
accordance  with the  applicable  guidance  of the FASB's  Emerging  Issues Task
Force,  wrote off $1.8  million  of  deferred  financing  costs  related  to our
then-existing  term loan B. With respect to the senior secured credit  facility,
interest is determined based on several  alternative  rates,  including the base
lending rate per annum plus an  applicable  margin,  or LIBOR plus an applicable
margin (4.52% at April 3, 2004).  The senior secured credit  facility is secured
by substantially all of our assets.  The senior secured credit facility provides
for  mandatory  prepayments  upon the  occurrence of certain  events,  including
material  asset  dispositions  and issuances of  securities.  The senior secured
credit  facility  contains  covenants  that  restrict,  among other things,  our
ability to incur  additional  indebtedness,  pay  dividends  and create  certain
liens.  The senior  secured  credit  facility  also contains  certain  financial
covenants,  which,  among  other  things,  specify  and define  maximum  capital
expenditure  limits,  a  minimum  total  interest  coverage  ratio and a maximum
leverage ratio. Proceeds of the senior secured credit facility are restricted to
funding our working capital requirements,  capital expenditures and acquisitions
of companies in our line of business,  subject to certain  additional  criteria.
The senior secured credit  facility  limits  expenditures on acquisitions to $50
million  per  acquisition   unless  we  can  satisfy   certain   leverage  ratio
requirements. The outstanding balances for the revolving credit facility and the
term loan at April 3, 2004 were $0.0 million and $149.3  million,  respectively.
The available  borrowing  capacity under the revolving credit  facility,  net of
outstanding  letters of credit of $1.3 million,  was approximately $48.7 million
at April 3, 2004.

Future Capital Needs

         We are highly  leveraged.  On April 3, 2004,  our total  long-term debt
(including current installments) and stockholder's equity was $368.5 million and
$98.5 million, respectively.

         Our ability to generate  sufficient cash to fund our operations depends
generally on the results of operations and the  availability  of financing.  Our
management  believes  that cash flow from  operations  in  conjunction  with the
available  borrowing  capacity  under  the  revolving  credit  facility,  net of
outstanding  letters of credit, of approximately $48.7 million at April 3, 2004,
will be sufficient  for the  foreseeable  future to fund  operations,  meet debt
service  requirements,  make  future  acquisitions,  if any,  and  fund  capital
expenditures.  We expect to make capital expenditures of between $7.0 million to
$8.0 million for each of fiscal 2004 and 2005.


                                       17
<PAGE>

Seasonality

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

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

Recent Accounting Pronouncements

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

Related-Party Transactions

         We and B&G Holdings are party to a management  services  agreement with
Bruckmann,  Rosser,  Sherrill & Co.,  Inc.,  the manager of  Bruckmann,  Rosser,
Sherrill & Co.,  L.P.,  pursuant to which we pay Bruckmann,  Rosser,  Sherrill &
Co.,  Inc.  $500,000  per  annum for  management,  business  and  organizational
strategy and merchant and  investment  banking  services  rendered to us and B&G
Holdings,  which services  include,  but are not limited to, advice on corporate
and financial  planning,  oversight of operations,  including the manufacturing,
marketing  and  sales  of our  products,  development  of  business  plans,  the
structure  of our debt and  equity  capitalization  and the  identification  and
development of business opportunities.  Bruckmann,  Rosser, Sherrill & Co., L.P.
and its  affiliates,  together with members of the our  management  and board of
directors,  own B&G  Holdings,  our sole  stockholder.  Any future  increase  in
payments under the management agreement with Bruckmann,  Rosser, Sherrill & Co.,
L.P. are  restricted  by the terms of the  indentures  governing  our  company's
existing 9 5/8% senior  subordinated  notes due 2007. We and Bruckmann,  Rosser,
Sherrill & Co., Inc. also are party to a transaction services agreement pursuant
to which Bruckmann,  Rosser, Sherrill & Co., Inc. will be paid a transaction fee
for management,  financial and other  corporate  advisory  services  rendered by
Bruckmann,  Rosser,  Sherrill  & Co.,  Inc.  in  connection  with  acquisitions,
divestitures  and  financings by us, which fee will not exceed 1.0% of the total
transaction  value. In connection with the Ortega acquisition in fiscal 2003, we
paid transaction  fees to Bruckmann,  Rosser,  Sherrill & Co., Inc.  aggregating
$1.0 million for financial advisory services.

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

         In order  to  attract,  retain  and  motivate  selected  employees  and
officers of our company,  B&G Holdings adopted the B&G Foods Holdings Corp. 1997
Incentive  Stock Option Plan for our and our  subsidiaries'  key employees.  The
option plan authorizes for grant to key employees and officers options for up

                                       18

<PAGE>

to 6,700 shares of common stock of B&G Holdings.  The option plan authorizes B&G
Holdings to grant  either (i) options  intended to  constitute  incentive  stock
options  under the  Internal  Revenue Code of 1986 or (ii)  non-qualified  stock
options.  The option plan provides that it may be  administered by B&G Holdings'
board of directors. Options granted under the option plan will be exercisable in
accordance with the terms established by B&G Holding's board of directors.  Upon
the occurrence of a change in control as defined in the option plan any unvested
outstanding options accelerate and become immediately exercisable in full. Under
the option plan, B&G Holding's board of directors  determines the exercise price
of each option granted, which in the case of incentive stock options,  cannot be
less than fair value.  All option  grants have been made with an exercise  price
equal to the fair value of B&G Holdings  common stock as  determined  by a third
party  valuation.  Options will expire on the date  determined  by B&G Holdings'
board of  directors,  which may not be later than the tenth  anniversary  of the
date of grant. The options vest ratably over five years. No options were granted
during fiscal 2003 or during the 2004 thirteen week first quarter period.  As of
April 3, 2004, options to purchase 6,625 shares of common stock of B&G Holdings,
all of which were incentive stock options,  had been granted since the inception
of the option plan.

Off-balance Sheet Arrangements

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

Commitments and Contractual Obligations

         Our  contractual   obligations  and  commitments   principally  include
obligations  associated  with  our  outstanding  indebtedness,   future  minimum
operating  lease  obligations  and management fees as set forth in the following
table as of April 3, 2004:

<TABLE>
<CAPTION>
<S>                                        <C>         <C>          <C>         <C>          <C>          <C>
                                             Actual Payments Due by Period
                                                (Dollars in thousands)
Contractual Obligations:                   Total       Year 1       Year 2      Year 3       Year 4       Year 5 and
------------------------                   -----       ------       ------      ------       ------       ----------
                                                                                                          Thereafter
                                                                                                          ----------

Long-term debt                             $368,479      $1,500      $1,500      $1,500     $220,729         $143,250

Operating leases                             11,399       3,605       3,001       1,660        1,441            1,692

Management fees-related party                 1,375         500         500         375            0                0

Purchase commitments                          6,482       6,482           0           0            0                0
                                           --------     -------      ------      ------     --------         --------

Total contractual cash obligations         $387,735     $12,087      $5,001      $3,535     $222,170         $144,942
                                           ========     =======      ======      ======     ========         ========
</TABLE>

Forward-Looking Statements

         This report  includes  forward-looking  statements,  including  without
limitation  the  statements  under  "Management's  Discussion  and  Analysis  of
Financial   Condition  and  Results  of  Operations."   The  words   "believes,"
"anticipates,"   "plans,"  "expects,"  "intends,"  "estimates,"  "projects"  and
similar expressions are intended to identify forward-looking  statements.  These
forward looking  statements

                                       19
<PAGE>

involve known and unknown risks,  uncertainties and other factors that may cause
our actual results,  performance and achievements,  or industry  results,  to be
materially  different  from any future  results,  performance,  or  achievements
expressed or implied by any  forward-looking  statements.  We believe  important
factors  that  could  cause  actual  results  to  differ   materially  from  our
expectations include the following:

     o   our substantial leverage;
     o   intense competition,  changes in consumer  preferences,  demand for our
         products,  the effects of  changing  prices for our raw  materials  and
         local economic and market conditions;
     o   our  continued  ability  to  promote  brand  equity  successfully,   to
         anticipate and respond to new consumer trends,  to develop new products
         and  markets,   to  broaden  brand   portfolios  in  order  to  compete
         effectively  with lower priced  products and markets in a consolidating
         environment  at  the  retail  and  manufacturing   levels,  to  improve
         productivity and to maintain access to credit markets;
     o   the risks associated with the expansion of our business;
     o   our possible inability to integrate any businesses we acquire;
     o   our borrowing costs and credit ratings,  which may be influenced by the
         credit  ratings  of our  competitors;  o factors  that  affect the food
         industry generally, including:
         o    recalls if products become adulterated or misbranded, liability if
              product  consumption  causes  injury,  ingredient  disclosure  and
              labeling laws and regulations  and the possibility  that consumers
              could lose  confidence  in the safety and quality of certain  food
              products,  as well  as  recent  publicity  concerning  the  health
              implications of obesity and trans fatty acids; and
         o    the effects of currency  movements in Canada and  fluctuations  in
              the  level of our  customers'  inventories  and  credit  and other
              business risks related to our customers operating in a challenging
              economic and competitive environment; and
     o   other factors discussed elsewhere in this report.

         Developments  in any of these  areas,  which are more  fully  described
elsewhere  in this  report and which  descriptions  are  incorporated  into this
section by reference,  could cause our results to differ materially from results
that have been or may be projected by or on our behalf.

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

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

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

         In the normal  course of  operations,  we are  exposed to market  risks
arising from adverse changes in interest rates. Market risk is defined for these
purposes  as the  potential  change  in the  fair  value of  financial  asset or
liability  resulting from an adverse  movement in interest rates. As of April 3,
2004,  our only  variable  rate  borrowings  were  under  the term  loan and the
revolving credit facility,  which bear interest at several alternative  variable
rates as stipulated in the senior  secured  credit  facility.  A 100 basis point
increase in interest  rates,  applied to our borrowings at April 3, 2004,  would
result in an annual increase in interest  expense and a corresponding  reduction
in cash flow of approximately $1.0 million.

         We also have  outstanding  $220  million of 9 5/8% senior  subordinated
notes due August 1, 2007 with interest  payable  semiannually  on February 1 and
August 1 of each year,  of which $120 million  principal

                                       20

<PAGE>

amount was originally  issued in August 1997 and $100 million  principal  amount
was issued by us through a private  offering of the notes  completed on March 7,
2002. The fair value of the $220 million senior  subordinated  notes at April 3,
2004, based on quoted market prices, was $226.6 million.

Item 4.  Controls and Procedures

         Evaluation of Disclosure  Controls and Procedures.  As required by Rule
13a-15(b) under the Exchange Act, our management,  including our chief executive
officer and our chief financial  officer,  conducted an evaluation as of the end
of the period  covered by this report,  of the  effectiveness  of the design and
operation  of our  disclosure  controls  and  procedures.  As  defined  in  Rule
13a-15(e)  and  15d-15(e)  under  the  Exchange  Act,  disclosure  controls  and
procedures  are controls and other  procedures  that we use that are designed to
ensure that information required to be disclosed by us in the reports we file or
submit under the Exchange Act is recorded,  processed,  summarized and reported,
within the time  periods  specified  in the SEC's  rules and  forms.  Disclosure
controls and procedures  include,  without  limitation,  controls and procedures
designed  to ensure  that  information  required  to be  disclosed  by us in the
reports we file or submit under the Exchange Act is accumulated and communicated
to our management, including our chief executive officer and our chief financial
officer,   as  appropriate,   to  allow  timely  decisions   regarding  required
disclosure.

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

         Changes in Internal  Control Over Financial  Reporting.  As required by
Rule  13a-15(d)  under the Exchange  Act, our  management,  including  our chief
executive officer and our chief financial officer,  also conducted an evaluation
of our internal control over financial reporting to determine whether any change
occurred during the quarter covered by this report that has materially affected,
or is  reasonably  likely  to  materially  affect,  our  internal  control  over
financial  reporting.  As  defined in Rule  13a-15(f)  and  15d-15(f)  under the
Exchange Act,  internal  control over financial  reporting is a process designed
by, or under the supervision  of, our management,  including the chief executive
officer and chief  financial  officer,  and effected by our board of  directors,
management and other personnel,  to provide reasonable  assurance  regarding the
reliability of financial  reporting and the preparation of financial  statements
for  external  purposes  in  accordance  with  generally   accepted   accounting
principles.

         Based on that  evaluation,  our chief  executive  officer and our chief
financial  officer  concluded  that there has been no change  during the quarter
covered by this report that has materially affected,  or is reasonably likely to
materially affect, our internal control over financial reporting.

                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings

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

         In January 2002, we were named as a third-party  defendant in an action
regarding   environmental

                                       21

<PAGE>

liability  under the  Comprehensive  Environmental  Response,  Compensation  and
Liability  Act,  or  Superfund,  for  alleged  disposal  of waste  by White  Cap
Preserves,  an  alleged  predecessor  of our  company,  at the Combe  Fill South
Landfill, a Superfund site. In February 2003, we paid $0.1 million in settlement
of all asserted  claims arising from this matter,  and in March 2003 a bar order
was entered by the United States  District  Court for the District of New Jersey
protecting  us,  subject  to a limited  re-opener  clause,  from any  claims for
contribution,  natural resources damages and certain other claims related to the
action until such time that the litigation is dismissed.

Item 2.  Changes in Securities and Use of Proceeds

         Not applicable.

Item 3.  Defaults Upon Senior Securities

         Not applicable.

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

         Not applicable.

Item 5.  Other Information

         Not applicable.

Item 6.  Exhibits and Reports on Form 8-K

     (a)      Exhibits















                                    22


<PAGE>

    EXHIBIT NO.                               DESCRIPTION
-----------------  -------------------------------------------------------------
2.1                Stock  Purchase  Agreement,  dated July 2, 1998, by and among
                   BGH Holdings,  Inc.,  Maple Grove Farms of Vermont,  Inc., Up
                   Country Naturals of Vermont,  Inc., Les Produits Alimentaires
                   Jacques  et  Fils  Inc.,  William  F.  Callahan  and  Ruth M.
                   Callahan.  (Filed with the Securities and Exchange Commission
                   as Exhibit 2.1 to Commission  Filing No.  333-39813 on August
                   3, 1998 and incorporated herein by reference)
2.2                Asset  Purchase  Agreement,  dated as of January 12, 1999, by
                   and among Roseland Distribution  Company,  International Home
                   Foods,  Inc. and M. Polaner,  Inc. (Filed with the Securities
                   and Exchange  Commission as Exhibit 1 to the Company's Report
                   on Form 8-K filed February 19, 1999 and  incorporated  herein
                   by reference)
2.3                Asset and Stock Purchase  Agreement,  dated as of January 28,
                   1999, by and among The Pillsbury Company,  Indivined B.V., IC
                   Acquisition  Company,  Heritage  Acquisition  Corp.  and,  as
                   guarantor,  B&G  Foods,  Inc.  (Filed as  Exhibit  2.1 to the
                   Company's  Report  on  Form  8-K  filed  April  1,  1999  and
                   incorporated herein by reference)
2.4                Asset  Purchase  Agreement  dated as of July 29,  2003 by and
                   among Nestle Prepared Foods Company (formerly known as Nestle
                   USA - Prepared Foods  Division,  Inc.),  Ortega Holdings Inc.
                   (formerly known as O Brand Acquisition  Corp.) and B&G Foods,
                   Inc.  (Filed with the Securities  and Exchange  Commission as
                   Exhibit 2.1 to the Company's  Report on Form 8-K filed August
                   22, 2003 and incorporated herein by reference)
2.5                Intellectual  Property Purchase  Agreement dated as of August
                   21, 2003  between  Societe des Produits  Nestle S.A.,  Nestec
                   Ltd.,  and  O  Brand   Acquisition   Corp.  (Filed  with  the
                   Securities   and  Exchange   Commission  as  Exhibit  2.5  to
                   Registration  Statement  No.  333-112680 on February 11, 2004
                   and incorporated herein by reference)
3.1                Certificate of Incorporation  of B&G Foods,  Inc. (Filed with
                   the  Securities  and  Exchange  Commission  as Exhibit 3.1 to
                   Amendment No. 1 to  Registration  Statement No.  333-39813 on
                   January 14, 1998 and incorporated herein by reference)
3.2                Bylaws of B&G Foods,  Inc.  (Filed  with the  Securities  and
                   Exchange  Commission  as Exhibit  3.2 to  Amendment  No. 1 to
                   Registration  Statement No. 333-39813 on January 14, 1998 and
                   incorporated herein by reference)
3.3                Certificate of  Incorporation  of BGH Holdings,  Inc.  (Filed
                   with the Securities and Exchange Commission as Exhibit 3.3 to
                   Amendment No. 1 to  Registration  Statement No.  333-39813 on
                   January 14, 1998 and incorporated herein by reference)
3.4                Bylaws of BGH Holdings,  Inc.  (Filed with the Securities and
                   Exchange  Commission  as Exhibit  3.4 to  Amendment  No. 1 to
                   Registration  Statement No. 333-39813 on January 14, 1998 and
                   incorporated herein by reference)
3.5                Certificate  of   Incorporation  of  Maple  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

                                       23
<PAGE>

                   as Exhibit 3.8 to Amendment No. 1 to  Registration  Statement
                   No. 333-39813 on January 14, 1998 and incorporated  herein by
                   reference)
3.9                Certificate of Incorporation  for Bloch & Guggenheimer,  Inc.
                   (Filed with the Securities and Exchange Commission as Exhibit
                   3.9  to  Amendment  No.  1  to  Registration   Statement  No.
                   333-39813  on January  14,  1998 and  incorporated  herein by
                   reference)
3.10               Bylaws  of  Bloch  &  Guggenheimer,   Inc.  (Filed  with  the
                   Securities  and  Exchange   Commission  as  Exhibit  3.10  to
                   Amendment No. 1 to  Registration  Statement No.  333-39813 on
                   January 14, 1998 and incorporated herein by reference)
3.11               Certificate  of   Incorporation   of  Ortega   Holdings  Inc.
                   (formerly known as O Brand  Acquisition  Corp.).  (Filed with
                   the  Securities  and  Exchange  Commission  as Exhibit 3.1 to
                   Current   Report  on  Form  8-K  on  November  13,  2003  and
                   incorporated herein by reference)
3.12               Bylaws of Ortega  Holdings  Inc.  (formerly  known as O Brand
                   Acquisition  Corp.).  (Filed with the Securities and Exchange
                   Commission  as Exhibit  3.2 to Current  Report on Form 8-K on
                   November 13, 2003 and incorporated herein by reference)
3.13               Certificate  of  Incorporation  of Les Produits  Alimentaires
                   Jacques Et Fils, Inc. (Filed with the Securities and Exchange
                   Commission as Exhibit 3.13 to Amendment No. 1 to Registration
                   Statement  No.  333-86062  on May 9,  2002  and  incorporated
                   herein by reference)
3.14               Bylaws of Les  Produits  Alimentaires  Jacques Et Fils,  Inc.
                   (Filed with the Securities and Exchange Commission as Exhibit
                   3.14  to  Amendment  No.  1  to  Registration  Statement  No.
                   333-86062  on  May  9,  2002  and   incorporated   herein  by
                   reference)
3.15               Certificate of Incorporation of Polaner, Inc. (f/k/a Roseland
                   Distribution   Company).   (Filed  with  the  Securities  and
                   Exchange  Commission  as Exhibit 3.15 to  Amendment  No. 1 to
                   Registration  Statement No. 333-39813 on January 14, 1998 and
                   incorporated herein by reference)
3.16               Bylaws  of  Polaner,   Inc.  (f/k/a   Roseland   Distribution
                   Company).  (Filed with the Securities and Exchange Commission
                   as Exhibit 3.16 to Amendment No. 1 to Registration  Statement
                   No. 333-39813 on January 14, 1998 and incorporated  herein by
                   reference)
3.17               Certificate of  Incorporation of Heritage  Acquisition  Corp.
                   (Filed with the Securities and Exchange Commission as Exhibit
                   3.17  to  Amendment  No.  1  to  Registration  Statement  No.
                   333-86062  on  May  9,  2002  and   incorporated   herein  by
                   reference)
3.18               Bylaws  of  Heritage   Acquisition   Corp.  (Filed  with  the
                   Securities  and  Exchange   Commission  as  Exhibit  3.18  to
                   Amendment No. 1 to  Registration  Statement No.  333-86062 on
                   May 9, 2002 and incorporated herein by reference)
3.19               Declaration  of Trust of William  Underwood  Company.  (Filed
                   with the Securities  and Exchange  Commission as Exhibit 3.19
                   to Amendment No. 1 to Registration Statement No. 333-86062 on
                   May 9, 2002 and incorporated herein by reference)

3.20               Bylaws  of  William  Underwood   Company.   (Filed  with  the
                   Securities  and  Exchange   Commission  as  Exhibit  3.20  to
                   Amendment No. 1 to  Registration  Statement No.  333-86062 on
                   May 9, 2002 and incorporated herein by reference)
4.1                Indenture dated as of August 11, 1997 among B&G Foods,  Inc.,
                   BGH Holdings,  Inc., RWBW  Acquisition  Corp.,  BRH Holdings,
                   Inc.,  Bloch  &  Guggenheimer,  Inc.,  Roseland  Distribution
                   Company, Burns & Ricker, Inc., Roseland Manufacturing,  Inc.,
                   and  RWBW  Brands  Company,  and  The  Bank of New  York,  as
                   trustee.  (Filed with the Securities and Exchange  Commission
                   as Exhibit 4.1 to  Registration  Statement  No.  333-39813 on
                   November 7, 1997 and incorporated herein by reference)

4.2                First Supplemental Indenture dated as of May 31, 2000 (to the
                   Indenture dated as of August 11, 1997) among B&G Foods, Inc.,
                   BGH  Holdings,   Inc.,  RWBV  Acquisition

                                       24
<PAGE>

                   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
                   among B&G Foods,  Inc., BGH Holdings,  Inc., RWBV Acquisition
                   Corp.,  Bloch & Guggenheimer,  Inc.,  Polaner,  Inc.  (f.k.a.
                   Roseland Distribution  Company),  Trappey's Fine Foods, Inc.,
                   Maple  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                Third Supplemental Indenture dated as of October 30, 2003 (to
                   the  Indenture  dated as of August 11, 1997) among B&G Foods,
                   Inc.,  BGH  Holdings,  Inc.,  Bloch  &  Guggenheimer,   Inc.,
                   Polaner,  Inc.  (f.k.a.   Roseland   Distribution   Company),
                   Trappey's  Fine Foods,  Inc.,  Maple Groves Farms of Vermont,
                   Inc., William Underwood Company,  Heritage Acquisition Corp.,
                   Les  Produits  Alimentaires  Jacques  Et Fils,  Inc.,  Ortega
                   Holdings  Inc.  and the  Bank of New  York.  (Filed  with the
                   Securities   and  Exchange   Commission  as  Exhibit  4.4  to
                   Registration  Statement  No.  333-112680 on February 11, 2004
                   and incorporated herein by reference)
4.5                Indenture dated as of March 7, 2002 among B&G Foods, Inc, BGH
                   Holdings, Inc., RWBV Acquisition Corp., Bloch & Guggenheimer,
                   Inc., Polaner, Inc., Maple 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)
4.6                First Supplemental Indenture dated as of October 30, 2003 (to
                   the  Indenture  dated as of March 7,  2002)  among B&G Foods,
                   Inc, BGH Holdings, Inc., Bloch & Guggenheimer, Inc., Polaner,
                   Inc.,  Maple  Groves  Farms of Vermont,  Inc.,  Les  Produits
                   Alimentaires  Jacques  Et Fils,  Inc.,  Heritage  Acquisition
                   Corp., Trappey's Fine Foods, Inc., William Underwood Company,
                   Ortega  Holdings  Inc. and The Bank of New York,  as trustee.
                   (Filed with the Securities and Exchange Commission as Exhibit
                   4.6 to Registration  Statement No. 333-112680 on February 11,
                   2004 and incorporated herein by reference)
4.7                Form of the Company's 9 5/8% Senior Notes due 2007. (Included
                   in Exhibits 4.1 and 4.5)
10.1               Registration  Rights Agreement dated as of August 11, 1997 by
                   and among the Company,  the Guarantors party thereto,  Lehman
                   Brothers,  Inc. and Lazard Freres & Co., LLC. (Filed with the
                   Securities  and  Exchange   Commission  as  Exhibit  10.1  to
                   Registration  Statement No. 333-39813 on November 7, 1997 and
                   incorporated herein by reference)
10.2               Purchase  Agreement  dated  August 6, 1997 among the Company,
                   the Guarantors  party  thereto,  Lehman  Brothers,  Inc., and
                   Lazard  Freres & Co.,  LLC.  (Filed with the  Securities  and
                   Exchange Commission as Exhibit 10.2 to Registration Statement
                   No. 333-39813 on November 7, 1997 and incorporated  herein by
                   reference)
10.3               Guaranty, dated as of January 12, 1999, of B&G Foods, Inc. in
                   favor of International Home Foods, Inc. and M. Polaner,  Inc.
                   (Filed with the Securities and Exchange Commission as Exhibit
                   3 to the Company's Report on Form 8-K filed February 19,

                                       25

<PAGE>

                   1999 and incorporated herein by reference)
10.4               Amended and Restated Revolving Credit Agreement,  dated as of
                   August 21, 2003,  among B&G Foods Holdings Corp.,  B&G Foods,
                   Inc.,  as  borrower,  the several  banks and other  financial
                   institutions  or entities from time to time parties  thereto,
                   Lehman Brothers Inc., as Arranger,  Lehman  Commercial  Paper
                   Inc.,  as  Administrative  Agent,  and the Other Agents named
                   therein.  (Included in Exhibit 10.5,  as further  amended and
                   restated as of September 9, 2003)
10.5               First  Amendment,  dated  as of  September  9,  2003,  to the
                   Amended and Restated Revolving Credit Agreement,  dated as of
                   August 21, 2003,  among B&G Foods Holdings Corp.,  B&G Foods,
                   Inc., the several banks and other  financial  institutions or
                   entities  from time to time parties to the  Revolving  Credit
                   Agreement,   Lehman   Brothers  Inc.,  as  arranger,   Lehman
                   Commercial Paper Inc., as administrative  agent, and The Bank
                   of New York, as the Existing Issuing Lender.  (Filed with the
                   Securities and Exchange Commission as Exhibit 10.1 to Current
                   Report  on Form 8-K on  November  13,  2003 and  incorporated
                   herein by reference)
10.6               Amended and Restated Term Loan Agreement,  dated as of August
                   21, 2003, among B&G Foods Holdings Corp., B&G Foods, Inc., as
                   borrower,  the several banks and other financial institutions
                   or  entities  from  time  to  time  parties  thereto,  Lehman
                   Brothers Inc., as Arranger,  Lehman Commercial Paper Inc., as
                   Administrative  Agent,  and the Other Agents  named  therein.
                   (Included in Exhibit 10.7, as further amended and restated as
                   of September 9, 2003)
10.7               First  Amendment,  dated  as of  September  9,  2003,  to the
                   Amended and Restated Term Loan Agreement,  dated as of August
                   21, 2003,  among B&G Foods Holdings Corp.,  B&G Foods,  Inc.,
                   the  several  banks  and  other  financial   institutions  or
                   entities from time to time parties  thereto,  Lehman Brothers
                   Inc.,  as  arranger,  and Lehman  Commercial  Paper Inc.,  as
                   administrative agent. (Filed with the Securities and Exchange
                   Commission  as Exhibit 10.2 to Current  Report on Form 8-K on
                   November 13, 2003 and incorporated herein by reference)
10.8               Amended and  Restated  Guarantee  and  Collateral  Agreement,
                   dated as of August 21, 2003, by B&G Foods Holdings Corp., B&G
                   Foods,  Inc.,  and  certain of its  subsidiaries  in favor of
                   Lehman  Commercial  Paper,  Inc.,  as  Administrative  Agent.
                   (Filed with the Securities and Exchange Commission as Exhibit
                   10.3 to Current  Report on Form 8-K on November  13, 2003 and
                   incorporated herein by reference)
10.9               Amended  and  Restated  Securities  Holders  Agreement  dated
                   December 22, 1999 among B&G Foods Holdings Corp.,  Bruckmann,
                   Rosser,  Sherrill & Co., L.P.,  Canterbury  Mezzanine Capital
                   II,  L.P.,  The CIT  Group/Equity  Investments,  Inc. and the
                   Management  Stockholders  named  therein.  (Filed as  Exhibit
                   10.14 to the  Company's  Report on Form 10-K  filed  March 3,
                   2000 and incorporated herein by reference)
10.10              Purchase  Agreement  dated as of March 4,  2002  between  B&G
                   Foods,  Inc., BGH Holdings,  Inc.,  RWBV  Acquisition  Corp.,
                   Bloch & Guggenheimer,  Inc.,  Polaner,  Inc.,  Trappey's Fine
                   Foods, Inc., Maple Grove Farms of Vermont, Inc., Les Produits
                   Alimentaires  Jacques  et Fils,  Inc.,  Heritage  Acquisition
                   Corp.,  William  Underwood  Company and The Bank of New York.
                   (Filed with the Securities and Exchange Commission as Exhibit
                   10.12 to  Registration  Statement No.  333-86062 on April 11,
                   2002 and incorporated herein by reference)
10.11              Registration  Rights  Agreement  dated as of  March  7,  2002
                   between B&G Foods, Inc., BGH Holdings, Inc., RWBV Acquisition
                   Corp., Bloch & Guggenheimer,  Inc., Polaner,  Inc., Trappey's
                   Fine Foods,  Inc.,  Maple Grove Farms of Vermont,  Inc.,  Les
                   Produits   Alimentaires   Jacques  et  Fils,  Inc.,  Heritage
                   Acquisition Corp., William Underwood Company, Lehman Brothers
                   Inc. and Fleet  Securities,  Inc.  (Filed with

                                       26
<PAGE>

                   the  Securities  and Exchange  Commission as Exhibit 10.13 to
                   Registration  Statement  No.  333-86062 on April 11, 2002 and
                   incorporated herein by reference)
31.1               Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of
                   the  Securities  Exchange Act of 1934 of the Chief  Executive
                   Officer. (Filed herewith)
31.2               Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of
                   the  Securities  Exchange Act of 1934 of the Chief  Financial
                   Officer. (Filed herewith)
32.1               Certification  pursuant to 18 U.S.C. Section 1350, as adopted
                   pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of
                   the Chief Executive Officer. (Filed herewith)
32.2               Certification  pursuant to 18 U.S.C. Section 1350, as adopted
                   pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of
                   the Chief Financial Officer. (Filed herewith)


(b)      Reports on Form 8-K

         Current  Report on Form 8-K, dated and filed February 11, 2004, to file
         the Company's  press release  announcing its financial  results for the
         quarter  ended  January  3, 2004 and the fiscal  year ended  January 3,
         2004.

         Current  Report on Form 8-K, dated and filed February 11, 2004, to file
         the Company's press release  announcing that B&G Holdings Corp. filed a
         registration  statement  on Form S-1 in respect of its  initial  public
         offering of Enhanced Income Securities.


                                       27
<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 19, 2004             B&G FOODS, INC.

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


<PAGE>


                                INDEX TO EXHIBITS


EXHIBIT NO.                               DESCRIPTION
-----------------  -------------------------------------------------------------
2.1                Stock  Purchase  Agreement,  dated July 2, 1998, by and among
                   BGH Holdings,  Inc.,  Maple Grove Farms of Vermont,  Inc., Up
                   Country Naturals of Vermont,  Inc., Les Produits Alimentaires
                   Jacques  et  Fils  Inc.,  William  F.  Callahan  and  Ruth M.
                   Callahan.  (Filed with the Securities and Exchange Commission
                   as Exhibit 2.1 to Commission  Filing No.  333-39813 on August
                   3, 1998 and incorporated herein by reference)
2.2                Asset  Purchase  Agreement,  dated as of January 12, 1999, by
                   and among Roseland Distribution  Company,  International Home
                   Foods,  Inc. and M. Polaner,  Inc. (Filed with the Securities
                   and Exchange  Commission as Exhibit 1 to the Company's Report
                   on Form 8-K filed February 19, 1999 and  incorporated  herein
                   by reference)
2.3                Asset and Stock Purchase  Agreement,  dated as of January 28,
                   1999, by and among The Pillsbury Company,  Indivined B.V., IC
                   Acquisition  Company,  Heritage  Acquisition  Corp.  and,  as
                   guarantor,  B&G  Foods,  Inc.  (Filed as  Exhibit  2.1 to the
                   Company's  Report  on  Form  8-K  filed  April  1,  1999  and
                   incorporated herein by reference)
2.4                Asset  Purchase  Agreement  dated as of July 29,  2003 by and
                   among Nestle Prepared Foods Company (formerly known as Nestle
                   USA - Prepared Foods  Division,  Inc.),  Ortega Holdings Inc.
                   (formerly known as O Brand Acquisition  Corp.) and B&G Foods,
                   Inc.  (Filed with the Securities  and Exchange  Commission as
                   Exhibit 2.1 to the Company's  Report on Form 8-K filed August
                   22, 2003 and incorporated herein by reference)
2.5                Intellectual  Property Purchase  Agreement dated as of August
                   21, 2003  between  Societe des Produits  Nestle S.A.,  Nestec
                   Ltd.,  and  O  Brand   Acquisition   Corp.  (Filed  with  the
                   Securities   and  Exchange   Commission  as  Exhibit  2.5  to
                   Registration  Statement  No.  333-112680 on February 11, 2004
                   and incorporated herein by reference)
3.1                Certificate of Incorporation  of B&G Foods,  Inc. (Filed with
                   the  Securities  and  Exchange  Commission  as Exhibit 3.1 to
                   Amendment No. 1 to  Registration  Statement No.  333-39813 on
                   January 14, 1998 and incorporated herein by reference)
3.2                Bylaws of B&G Foods,  Inc.  (Filed  with the  Securities  and
                   Exchange  Commission  as Exhibit  3.2 to  Amendment  No. 1 to
                   Registration  Statement No. 333-39813 on January 14, 1998 and
                   incorporated herein by reference)
3.3                Certificate of  Incorporation  of BGH Holdings,  Inc.  (Filed
                   with the Securities and Exchange Commission as Exhibit 3.3 to
                   Amendment No. 1 to  Registration  Statement No.  333-39813 on
                   January 14, 1998 and incorporated herein by reference)
3.4                Bylaws of BGH Holdings,  Inc.  (Filed with the Securities and
                   Exchange  Commission  as Exhibit  3.4 to  Amendment  No. 1 to
                   Registration  Statement No. 333-39813 on January 14, 1998 and
                   incorporated herein by reference)
3.5                Certificate  of   Incorporation  of  Maple  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

<PAGE>

                   Statement No.  333-39813 on January 14, 1998 and incorporated
                   herein by reference)
3.8                Bylaws  of  Trappey's  Fine  Foods,   Inc.  (Filed  with  the
                   Securities   and  Exchange   Commission  as  Exhibit  3.8  to
                   Amendment No. 1 to  Registration  Statement No.  333-39813 on
                   January 14, 1998 and incorporated herein by reference)
3.9                Certificate of Incorporation  for Bloch & Guggenheimer,  Inc.
                   (Filed with the Securities and Exchange Commission as Exhibit
                   3.9  to  Amendment  No.  1  to  Registration   Statement  No.
                   333-39813  on January  14,  1998 and  incorporated  herein by
                   reference)
3.10               Bylaws  of  Bloch  &  Guggenheimer,   Inc.  (Filed  with  the
                   Securities  and  Exchange   Commission  as  Exhibit  3.10  to
                   Amendment No. 1 to  Registration  Statement No.  333-39813 on
                   January 14, 1998 and incorporated herein by reference)
3.11               Certificate  of   Incorporation   of  Ortega   Holdings  Inc.
                   (formerly known as O Brand  Acquisition  Corp.).  (Filed with
                   the  Securities  and  Exchange  Commission  as Exhibit 3.1 to
                   Current   Report  on  Form  8-K  on  November  13,  2003  and
                   incorporated herein by reference)
3.12               Bylaws of Ortega  Holdings  Inc.  (formerly  known as O Brand
                   Acquisition  Corp.).  (Filed with the Securities and Exchange
                   Commission  as Exhibit  3.2 to Current  Report on Form 8-K on
                   November 13, 2003 and incorporated herein by reference)
3.13               Certificate  of  Incorporation  of Les Produits  Alimentaires
                   Jacques Et Fils, Inc. (Filed with the Securities and Exchange
                   Commission as Exhibit 3.13 to Amendment No. 1 to Registration
                   Statement  No.  333-86062  on May 9,  2002  and  incorporated
                   herein by reference)
3.14               Bylaws of Les  Produits  Alimentaires  Jacques Et Fils,  Inc.
                   (Filed with the Securities and Exchange Commission as Exhibit
                   3.14  to  Amendment  No.  1  to  Registration  Statement  No.
                   333-86062  on  May  9,  2002  and   incorporated   herein  by
                   reference)
3.15               Certificate of Incorporation of Polaner, Inc. (f/k/a Roseland
                   Distribution   Company).   (Filed  with  the  Securities  and
                   Exchange  Commission  as Exhibit 3.15 to  Amendment  No. 1 to
                   Registration  Statement No. 333-39813 on January 14, 1998 and
                   incorporated herein by reference)
3.16               Bylaws  of  Polaner,   Inc.  (f/k/a   Roseland   Distribution
                   Company).  (Filed with the Securities and Exchange Commission
                   as Exhibit 3.16 to Amendment No. 1 to Registration  Statement
                   No. 333-39813 on January 14, 1998 and incorporated  herein by
                   reference)
3.17               Certificate of  Incorporation of Heritage  Acquisition  Corp.
                   (Filed with the Securities and Exchange Commission as Exhibit
                   3.17  to  Amendment  No.  1  to  Registration  Statement  No.
                   333-86062  on  May  9,  2002  and   incorporated   herein  by
                   reference)
3.18               Bylaws  of  Heritage   Acquisition   Corp.  (Filed  with  the
                   Securities  and  Exchange   Commission  as  Exhibit  3.18  to
                   Amendment No. 1 to  Registration  Statement No.  333-86062 on
                   May 9, 2002 and incorporated herein by reference)
3.19               Declaration  of Trust of William  Underwood  Company.  (Filed
                   with the Securities  and Exchange  Commission as Exhibit 3.19
                   to Amendment No. 1 to Registration Statement No. 333-86062 on
                   May 9, 2002 and incorporated herein by reference)
3.20               Bylaws  of  William  Underwood   Company.   (Filed  with  the
                   Securities  and  Exchange   Commission  as  Exhibit  3.20  to
                   Amendment No. 1 to  Registration  Statement No.  333-86062 on
                   May 9, 2002 and incorporated herein by reference)
4.1                Indenture dated as of August 11, 1997 among B&G Foods,  Inc.,
                   BGH Holdings,  Inc., RWBW  Acquisition  Corp.,  BRH Holdings,
                   Inc.,  Bloch  &  Guggenheimer,  Inc.,  Roseland  Distribution
                   Company, Burns & Ricker, Inc., Roseland Manufacturing,  Inc.,
                   and  RWBW  Brands  Company,  and  The  Bank of New  York,  as
                   trustee.  (Filed with the Securities and Exchange  Commission
                   as Exhibit 4.1 to  Registration  Statement  No.  333-39813 on
                   November 7, 1997 and incorporated herein by reference)
4.2                First Supplemental Indenture dated as of May 31, 2000 (to the
                   Indenture dated as of August 11, 1997) among B&G Foods, Inc.,
                   BGH  Holdings,   Inc.,  RWBV  Acquisition


<PAGE>

                   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
                   among B&G Foods,  Inc., BGH Holdings,  Inc., RWBV Acquisition
                   Corp.,  Bloch & Guggenheimer,  Inc.,  Polaner,  Inc.  (f.k.a.
                   Roseland Distribution  Company),  Trappey's Fine Foods, Inc.,
                   Maple  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                Third Supplemental Indenture dated as of October 30, 2003 (to
                   the  Indenture  dated as of August 11, 1997) among B&G Foods,
                   Inc.,  BGH  Holdings,  Inc.,  Bloch  &  Guggenheimer,   Inc.,
                   Polaner,  Inc.  (f.k.a.   Roseland   Distribution   Company),
                   Trappey's  Fine Foods,  Inc.,  Maple Groves Farms of Vermont,
                   Inc., William Underwood Company,  Heritage Acquisition Corp.,
                   Les  Produits  Alimentaires  Jacques  Et Fils,  Inc.,  Ortega
                   Holdings  Inc.  and the  Bank of New  York.  (Filed  with the
                   Securities   and  Exchange   Commission  as  Exhibit  4.4  to
                   Registration  Statement  No.  333-112680 on February 11, 2004
                   and incorporated herein by reference)
4.5                Indenture dated as of March 7, 2002 among B&G Foods, Inc, BGH
                   Holdings, Inc., RWBV Acquisition Corp., Bloch & Guggenheimer,
                   Inc., Polaner, Inc., Maple 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)
4.6                First Supplemental Indenture dated as of October 30, 2003 (to
                   the  Indenture  dated as of March 7,  2002)  among B&G Foods,
                   Inc, BGH Holdings, Inc., Bloch & Guggenheimer, Inc., Polaner,
                   Inc.,  Maple  Groves  Farms of Vermont,  Inc.,  Les  Produits
                   Alimentaires  Jacques  Et Fils,  Inc.,  Heritage  Acquisition
                   Corp., Trappey's Fine Foods, Inc., William Underwood Company,
                   Ortega  Holdings  Inc. and The Bank of New York,  as trustee.
                   (Filed with the Securities and Exchange Commission as Exhibit
                   4.6 to Registration  Statement No. 333-112680 on February 11,
                   2004 and incorporated herein by reference)
4.7                Form of the Company's 9 5/8% Senior Notes due 2007. (Included
                   in Exhibits 4.1 and 4.5)
10.1               Registration  Rights Agreement dated as of August 11, 1997 by
                   and among the Company,  the Guarantors party thereto,  Lehman
                   Brothers,  Inc. and Lazard Freres & Co., LLC. (Filed with the
                   Securities  and  Exchange   Commission  as  Exhibit  10.1  to
                   Registration  Statement No. 333-39813 on November 7, 1997 and
                   incorporated herein by reference)
10.2               Purchase  Agreement  dated  August 6, 1997 among the Company,
                   the Guarantors  party  thereto,  Lehman  Brothers,  Inc., and
                   Lazard  Freres & Co.,  LLC.  (Filed with the  Securities  and
                   Exchange Commission as Exhibit 10.2 to Registration Statement
                   No. 333-39813 on November 7, 1997 and incorporated  herein by
                   reference)
10.3               Guaranty, dated as of January 12, 1999, of B&G Foods, Inc. in
                   favor of International Home Foods, Inc. and M. Polaner,  Inc.
                   (Filed with the Securities and Exchange Commission as Exhibit
                   3 to the Company's Report on Form 8-K filed February 19, 1999
                   and incorporated herein by reference)

10.4               Amended and Restated Revolving Credit Agreement,  dated as of
                   August 21, 2003,


<PAGE>

                   among B&G Foods Holdings Corp., B&G Foods, Inc., as borrower,
                   the  several  banks  and  other  financial   institutions  or
                   entities from time to time parties  thereto,  Lehman Brothers
                   Inc.,  as  Arranger,   Lehman   Commercial   Paper  Inc.,  as
                   Administrative  Agent,  and the Other Agents  named  therein.
                   (Included in Exhibit 10.5, as further amended and restated as
                   of September 9, 2003)
10.5               First  Amendment,  dated  as of  September  9,  2003,  to the
                   Amended and Restated Revolving Credit Agreement,  dated as of
                   August 21, 2003,  among B&G Foods Holdings Corp.,  B&G Foods,
                   Inc., the several banks and other  financial  institutions or
                   entities  from time to time parties to the  Revolving  Credit
                   Agreement,   Lehman   Brothers  Inc.,  as  arranger,   Lehman
                   Commercial Paper Inc., as administrative  agent, and The Bank
                   of New York, as the Existing Issuing Lender.  (Filed with the
                   Securities and Exchange Commission as Exhibit 10.1 to Current
                   Report  on Form 8-K on  November  13,  2003 and  incorporated
                   herein by reference)
10.6               Amended and Restated Term Loan Agreement,  dated as of August
                   21, 2003, among B&G Foods Holdings Corp., B&G Foods, Inc., as
                   borrower,  the several banks and other financial institutions
                   or  entities  from  time  to  time  parties  thereto,  Lehman
                   Brothers Inc., as Arranger,  Lehman Commercial Paper Inc., as
                   Administrative  Agent,  and the Other Agents  named  therein.
                   (Included in Exhibit 10.7, as further amended and restated as
                   of September 9, 2003)
10.7               First  Amendment,  dated  as of  September  9,  2003,  to the
                   Amended and Restated Term Loan Agreement,  dated as of August
                   21, 2003,  among B&G Foods Holdings Corp.,  B&G Foods,  Inc.,
                   the  several  banks  and  other  financial   institutions  or
                   entities from time to time parties  thereto,  Lehman Brothers
                   Inc.,  as  arranger,  and Lehman  Commercial  Paper Inc.,  as
                   administrative agent. (Filed with the Securities and Exchange
                   Commission  as Exhibit 10.2 to Current  Report on Form 8-K on
                   November 13, 2003 and incorporated herein by reference)
10.8               Amended and  Restated  Guarantee  and  Collateral  Agreement,
                   dated as of August 21, 2003, by B&G Foods Holdings Corp., B&G
                   Foods,  Inc.,  and  certain of its  subsidiaries  in favor of
                   Lehman  Commercial  Paper,  Inc.,  as  Administrative  Agent.
                   (Filed with the Securities and Exchange Commission as Exhibit
                   10.3 to Current  Report on Form 8-K on November  13, 2003 and
                   incorporated herein by reference)
10.9               Amended  and  Restated  Securities  Holders  Agreement  dated
                   December 22, 1999 among B&G Foods Holdings Corp.,  Bruckmann,
                   Rosser,  Sherrill & Co., L.P.,  Canterbury  Mezzanine Capital
                   II,  L.P.,  The CIT  Group/Equity  Investments,  Inc. and the
                   Management  Stockholders  named  therein.  (Filed as  Exhibit
                   10.14 to the  Company's  Report on Form 10-K  filed  March 3,
                   2000 and incorporated herein by reference)
10.10              Purchase  Agreement  dated as of March 4,  2002  between  B&G
                   Foods,  Inc., BGH Holdings,  Inc.,  RWBV  Acquisition  Corp.,
                   Bloch & Guggenheimer,  Inc.,  Polaner,  Inc.,  Trappey's Fine
                   Foods, Inc., Maple Grove Farms of Vermont, Inc., Les Produits
                   Alimentaires  Jacques  et Fils,  Inc.,  Heritage  Acquisition
                   Corp.,  William  Underwood  Company and The Bank of New York.
                   (Filed with the Securities and Exchange Commission as Exhibit
                   10.12 to  Registration  Statement No.  333-86062 on April 11,
                   2002 and incorporated herein by reference)
10.11              Registration  Rights  Agreement  dated as of  March  7,  2002
                   between B&G Foods, Inc., BGH Holdings, Inc., RWBV Acquisition
                   Corp., Bloch & Guggenheimer,  Inc., Polaner,  Inc., Trappey's
                   Fine Foods,  Inc.,  Maple Grove Farms of Vermont,  Inc.,  Les
                   Produits   Alimentaires   Jacques  et  Fils,  Inc.,  Heritage
                   Acquisition Corp., William 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)
31.1               Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of
                   the  Securities  Exchange Act of 1934 of the Chief  Executive
                   Officer. (Filed herewith)


<PAGE>

31.2               Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of
                   the  Securities  Exchange Act of 1934 of the Chief  Financial
                   Officer. (Filed herewith)
32.1               Certification  pursuant to 18 U.S.C. Section 1350, as adopted
                   pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of
                   the Chief Executive Officer. (Filed herewith)
32.2               Certification  pursuant to 18 U.S.C. Section 1350, as adopted
                   pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of
                   the Chief Financial Officer. (Filed herewith)