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 April 25, 2025

Bruce Wacha
Chief Financial Officer
B&G Foods, Inc.
Four Gatehall Drive
Parsippany, New Jersey 07054

 Re: B&G Foods, Inc.
 Form 10-K for the Year Ended December 28, 2024
 Filed February 25, 2025
 File No. 001-32316
Dear Bruce Wacha:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Year Ended December 28, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Policies; Use of Estimates
Goodwill and Other Intangible Assets, page 37

1. We note your disclosures related to impairment testing and the related
impairments
 you recorded in FY 2024. Please tell us, and revise future filings to
address, the
 following items.
 More fully explain the specific facts and circumstances, including a
chronology of
 events, that led to the $320 million in impairments you recorded for
each
 indefinite-lived asset you impaired.
 More fully discuss the key assumption you used to estimate the fair
value of each
 impaired asset and identify and discuss the potential events and/or
changes in
 circumstances that could reasonably be expected to negatively affect
each key
 assumption.
 Identify any forewarning disclosures you included in prior Exchange
Act filings,
 April 25, 2025
Page 2

 specifically related to the impaired assets, or explain why no
forewarning
 disclosures were provided.
 We note that none of your indefinite-lived intangible assets had a
book value in
 excess of their calculated fair value and the excess of the
aggregate calculated fair
 value over the aggregate book value was 308.9%. It does not appear
to us that the
 aggregate book value provides sufficient granularity to assist
investors to
 adequately assess the likelihood or potential risk of future
impairments. In this
 regard, expand your tabular presentation on page 38 to specifically
identify brands
 at risk, disclose the percentage (or range of percentages) by which
calculated fair
 values exceed book values, quantify the intangible assets related to
brands at risk,
 discuss the key assumptions used to estimate their fair value, and
identify and
 discuss the potential events and/or changes in circumstances that
could reasonably
 be expected to negatively affect each key assumption.
Consolidated Financial Statements
(3) Acquisitions and Divestitures
Divestiture of Green Giant U.S. Shelf-Stable Product Line, page 69

2. We note you completed the sale of the Green Giant U.S. shelf-stable
business and
 recorded a loss on sale of $137.8 million in FY 2023. Please tell us,
and revise future
 filings to clarify, the following:
 Explain why no goodwill was allocated to the business you sold or,
if applicable,
 explain how you determined the assets you sold were not a business.
 Explain how you determined and/or allocated the amounts of
Trademarks and
 Customer relationships to the business sold and, based on the
Trademarks
 allocated to the business sold, clarify the disclosure that you
retain the Green
 Giant trademarks.
 Due to the fact that it appears at least a portion of the loss on
sale you recorded
 related to inventory, explain why a loss/write-down of inventory
was not recorded
 in cost of goods sold prior to the sale.
(6) Goodwill and Other Intangible Assets, page 71

3. We note that during the first quarter of FY 2024 you reorganized your
reporting
 structure from one reportable segment to four reportable segments (i.e.,
Specialty,
 Meals, Frozen & Vegetables and Spices & Flavor Solutions), and the
change in
 reporting structure required you to reassign assets and liabilities,
including goodwill,
 among the four reporting units (which are the same as your reportable
segments) and
 complete a goodwill impairment test, both prior to and subsequent to the
change.
 Please more fully address the following:
 Explain how you allocated goodwill to each reporting unit/reportable
segment,
 including how you determined the fair values of each reporting
unit/reportable
 segment both before and after the change.
 Explain how you allocated other intangible assets to each reporting
unit/reportable
 segment, including the specific and facts and circumstance and key
assumptions
 that changed related to the determination of the fair values of
these assets in the
 first quarter of FY 2024 and the last quarter of FY 2024.
 April 25, 2025
Page 3

(8) Fair Value Measurements, page 78

4. We note your disclosures regarding the intangible asset impairments of
$320.0 million
 you recorded in FY 2024. Please revise future filings to provide the
disclosures
 required by ASC 820-10-50-2, including the fair values of the assets you
impaired, or
 explain why you do not believe additional disclosures are required.
Based on
 the impairments, please also explain, and revise future filings to
clarify, your
 disclosure that there was no Level 3 activity during the periods
presented.
(17) Business Segment Information, page 92

5. We note you previously presented net sales by brand for each material
brand pursuant
 to ASC 280-10-50-40. Please provide similar disclosures in future
filings or explain
 why they are no longer required. To the extent you determine the
disclosures are not
 required by ASC 280-10-50-40, it appears to us, given the materiality of
indefinite-
 lived intangible assets and the impairments you recorded, similar
disclosures would be
 required to be provided in MD&A. It appears to us that such disclosures
would also be
 meaningful, given your disclosures that sales strategies and promotional
 marketing spending are centered on individual brands.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Ernest Greene at 202-551-3733 or Anne McConnell at
202-551-3709
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
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