SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Dunphy Nicholas B (Last) (First) (Middle) C/O CANTERBURY MEZZANINE CAPITAL II, L.P 600 FIFTH AVENUE, 23RD FLOOR (Street) NEW YORK NY 10020 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/07/2004	3. Issuer Name and Ticker or Trading Symbol B&G FOODS HOLDINGS CORP [ BGF ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

Mr. Dunphy holds a minor beneficial interest in Canterbury Mezzanine Capital II, LLC, a limited partnership, the sole general partner of which is Canterbury Capital II, LLC. Mr. Dunphy holds an interest in Canterbury Capital II, LLC, and may be deemed to share beneficial ownership of the shares owned by Canterbury Mezzanine. Mr. Dunphy disclaims any such ownership of any such shares. Canterbury Mezzanine owns 9,857.92 of the Series C Warrants of the issuer and 15,000 shares of the Series C Cumulative Preferred Stock of the issuer.

No securities are beneficially owned.

	/s/ Robert Cantwell, Attorney-in-fact	10/07/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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