As filed with the Securities and Exchange Commission on March 3, 2005
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
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                                    FORM 8-K


                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


         Date of report (Date of earliest event reported): March 2, 2005



                                 B&G Foods, Inc.
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             (Exact name of Registrant as specified in its charter)




            Delaware                    001-32316               13-3918742
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  (State or Other Jurisdiction         (Commission           (IRS Employer
        of Incorporation)              File Number)        Identification No.)



  Four Gatehall Drive, Suite 110, Parsippany, New Jersey           07054
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         (Address of Principal Executive Offices)                (Zip Code)

Registrant's telephone number, including area code:  (973) 401-6500
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Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item 2.02 and Item 7.01.  Results of  Operations  and  Financial  Condition  and
Regulation FD Disclosure.

         On March 2, 2005,  B&G Foods,  Inc.,  announced  by press  release  and
earnings  conference  call its financial  results for the fourth quarter and the
fiscal  year ended  January  1, 2005.  The  information  contained  in the press
release and the script for the earnings call,  which are attached to this report
as Exhibit 99.1 and Exhibit 99.2,  respectively,  is  incorporated  by reference
herein and is  furnished  pursuant  to Item 2.02,  "Results  of  Operations  and
Financial Condition" and Item 7.01, "Regulation FD Disclosure."

Item 9.01.  Financial Statements and Exhibits.

         (c)  Exhibits.

               99.1    Press Release dated March 2, 2005,  furnished pursuant to
                       Item 2.02 and Item 7.01
               99.2    Earnings script, furnished pursuant to Item 2.02 and Item
                       7.01






                                    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 hereunto duly authorized.


                                        B&G FOODS, INC.


Dated:  March 3, 2005                   By: /s/ Robert C. Cantwell
                                            -----------------------------------
                                            Robert C. Cantwell
                                            Executive Vice President of Finance
                                                and Chief Financial Officer








                                  Exhibit Index
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Exhibit
Number          Description
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99.1            Press  Release dated March 2, 2005,  furnished  pursuant to Item
                2.02 and Item 7.01

99.2            Earnings script, furnished pursuant to Item 2.02 and Item 7.01