SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

               Date of earliest event reported: February 20, 2002

                      ALFORD REFRIGERATED WAREHOUSES, INC.
               (Exact name of registrant as specified in charter)

         Texas                          75-2695621             000-25351
     (State or other                  (IRS employer         (Commission file
jurisdiction of incorporation)     Identification No.)           number)


             318 Cadiz Street, Dallas, Texas                75207
         (Address of principal executive offices)         (Zip code)

       Registrant's telephone number, including area code: (214) 426-5151


Item 7.  Financial Statements and Exhibits

         (c)      Exhibits.

     The  following  exhibits  are  furnished  in  accordance  with  Item 601 of
Regulation S-K.

     1.1 Monthly  Operating Report filed in the United States  Bankruptcy Court,
Northern  District of Texas,  Dallas  Division,  February 20,  2002,  for Alford
Refrigerated Warehouses, Inc., Case No. 01-39776-BJH-11.

     1.2 Monthly  Operating Report filed in the United States  Bankruptcy Court,
Northern  District of Texas,  Dallas  Division,  February 20, 2002,  for Hilltop
Acquisition Holding Corporation, Case No. 01-39371-SAF-11.

     1.3 Monthly  Operating Report filed in the United States  Bankruptcy Court,
Northern District of Texas,  Dallas Division,  for Cadiz Properties,  Inc., Case
No. 01-80459-RCM-11.







                                   SIGNATURES

         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.

                                           ALFORD REFRIGERATED WAREHOUSES, INC.


Dated:  March 12, 2002                     By: /s/ James C. Williams
                                              ----------------------------------
                                              James C. Williams
                                              Chief Financial Officer,
                                              Secretary, Treasurer and Director