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 B&G Foods, Inc.
Four Gatehall Drive
 Parsippany, NJ 07054
 Tel: (973) 401-6500
Fax:   (973) 630-6550

 Via Edgar

 May 23, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F. Street, N.E.

 Washington, DC 20549

 Attn: Mr. Ernest Greene, Senior Accountant

 Ms. Anne McConnell, Senior Accountant

 Re: B&G Foods, Inc.

 Form 10-K for the Year Ended December 28, 2024

 Filed February 25, 2025

 File No. 001-32316

 Ladies and Gentlemen:

 This letter is submitted on behalf of B&G Foods, Inc. (the “ Company ”
or “ our company ”), in response to the comments that you have provided on behalf of the staff of the Division of Corporation
Finance (the “ Staff ”) of the U.S. Securities and Exchange Commission (the “ SEC ”) in your letter
dated April 25, 2025 (the “ Comment Letter ”).

 We have reviewed your comment carefully and set forth our responses
below. For your convenience, we have included above each response a copy in italics of the comment to which we are responding.

 Comments and Responses :

 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, specifically related to the impaired assets, or
explain why no forewarning disclosures were provided.

 Securities and Exchange Commission

 May 23, 2025

 Page 2

 · 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.

 Response : During the fourth quarter of fiscal 2024,
the Company recorded pre-tax, non-cash impairment charges totaling $320.0 million related to the following indefinite-lived intangible
trademark assets:

 · Green Giant : $275 million

 · Victoria : $25 million

 · Static Guard : $15 million

 · McCann’s : $5 million

 Given the size and circumstances surrounding the Green
Giant brand, we address that impairment separately below before discussing the Victoria , Static Guard and McCann’s
impairments. We then conclude our response to this Comment No. 1, with our plan to enhance our future disclosures.

 Green Giant Trademark Impairment –
Chronology and Key Events :

 · On a quarterly basis, our company performs impairment trigger assessments, and none were identified until the fourth quarter of 2024
when we conducted our annual impairment testing.

 · In the fourth quarter of 2023, our company performed our annual impairment test as of the last day of the fiscal year, using a discounted
cash flow (“ DCF ”) model. At that time, the fair value of the Green Giant trademark exceeded its carrying value,
and no impairment was recorded. The analysis incorporated management’s then-current expectations for brand performance, including
stable sales volumes, margin recovery initiatives, and continued consumer demand for frozen vegetables. There were also no observable
adverse changes in market conditions, competitive dynamics, or cost structures that would have indicated a potential decline in the trademark’s
value. In addition, we had not yet launched our strategic review of the Green Giant brand for possible divestiture. As a result
of the foregoing, no impairment indicators were present as of the fiscal year-end 2023 assessment.

 · In the first quarter of 2024, in connection with our transition from one segment and reporting unit to four segments and reporting
units, we performed a goodwill allocation based on the relative fair values of each reporting unit. The Frozen & Vegetables reporting
unit, which includes the Green Giant brand, was valued using a DCF model. The carrying amount of the reporting unit exceeded its
fair value, resulting in a pre-tax goodwill impairment charge of $70.6 million. There were no discrete indicators of impairment present
for the Green Giant trademark in the first quarter, and our company’s strategic review of the Green Giant business
had only recently commenced, with no material changes yet observed in brand performance or market conditions.

 Securities and Exchange Commission

 May 23, 2025

 Page 3

 · Also, beginning with our financial results for the first quarter of 2024, our company began disclosing segment financial information
for the Frozen & Vegetables business unit, which is primarily comprised of the cash flows related to the Green Giant trademark.
 Green Giant represents approximately 89% of the business unit’s net sales, with the remaining portion attributable to
the Le Sueur brand. This provided investors with increased visibility into the Green Giant brand’s financial
performance.

 · With the introduction of segment financial information, including net sales and segment adjusted EBITDA for the Frozen & Vegetables
business unit, our company included in our quarterly reports and earnings releases for the first, second and third quarters of 2024, commentary
explaining the year-over-year declines in net sales and segment adjusted EBITDA, including commentary regarding volume softness and margin
pressures. While these trends reflected operational challenges, they were not deemed to be significant enough, either individually or
in the aggregate, to constitute impairment indicators under FASB ASC 350. The declines were consistent with management’s expectations
at the time and were considered to be temporary in nature. Additionally, our company had not yet observed a sustained deterioration in
the brand’s long-term financial outlook or market position, and no triggering events such as a significant adverse change in legal,
regulatory, or macroeconomic conditions had occurred. As such, no interim impairment testing was required during second or third quarters
of 2024.

 · In our earnings release for the first quarter of 2024 issued during the second quarter on May 8, 2024, our company publicly announced
that our Frozen & Vegetables business unit was under strategic review, which could result in a potential divestiture, either in a
single transaction or in a series of transactions. While no commitment to sell had been made, we publicly stated that we were reviewing
the Frozen & Vegetables business unit, including the Green Giant brand, to determine its long-term fit within our company’s
portfolio of brands. As our strategic review proceeded during the second and third quarters of 2024, there were no impairment indicators
identified and no information uncovered during the review that would indicate the fair value of the Green Giant trademark or other
assets was less than its fair value. In addition, management evaluated assets held for sale criteria and determined the criteria for assets
held for sale treatment had not been met. While under strategic review, there were no changes in the Frozen & Vegetables business
unit’s operating strategy during the first, second and third quarters of 2024.

 · During the fourth quarter of 2024, our company reassessed the Green Giant trademark in light of several developments, including
the finalization of our fiscal 2025 budget, which reflected the gradual degradation in brand performance and category dynamics observed
throughout fiscal 2024, including sustained volume declines and margin pressures. The developments identified by management, included
the following:

 o crop-related cost increases during the fourth quarter of 2024;

 o foreign exchange volatility with respect to the Mexican Peso;

 o decreasing consumer demand for branded consumer packaged foods products in light of sustained inflationary pressures;

 o a more challenging M&A environment, including volatile capital markets and limited interest in food assets;

 o a shifting political landscape with uncertainty in the macroeconomic environment, especially with respect to possible tariffs; and

 o lower trading multiples for comparable consumer packaged foods companies.

 Securities and Exchange Commission

 May 23, 2025

 Page 4

 Impairment Testing and Key Assumptions : As
noted above, the Company estimates the fair value of the indefinite-lived intangible assets primarily using the DCF method. Management
also considers other market-based valuation approaches, including market multiples and observable market indicators, to corroborate the
results of our DCF analysis and further support fair value conclusions.

 Key inputs and considerations in our impairment testing
included:

 · 2024 actual financial results and 2025 forecasts showed significant volume deterioration;

 · cost pressures and lower margins due to crop-related cost increases and foreign exchange volatility;

 · a higher discount rate to reflect increased business volatility;

 · an adjusted cost structure to reflect insights management gained during the strategic review process, including updated assumptions
for standalone infrastructure requirements (e.g., frozen warehousing and distribution costs); and

 · lower M&A valuation multiples and observable market indicators based on recent consumer packaged foods transactions.

 Based on this comprehensive DCF analysis, management concluded
that the Green Giant trademark was impaired. Our company reduced the carrying value from $307 million to $32 million, resulting
in a $275 million non-cash impairment charge during the fourth quarter of 2024.

 Forewarning Disclosures . Our company has for
many years consistently provided forewarning disclosures to investors regarding the potential impairment of our indefinite-lived intangible
assets, including the Green Giant trademark. These disclosures were made in periodic reports, earnings releases and other regulation
FD-compliant public communications. These disclosures, along with other disclosures made by our company, including disclosures as to declining
net sales and segment adjusted EBITDA, provided investors with early visibility into the operational and market challenges facing the
 Green Giant brand and the broader Frozen & Vegetables business unit. They also forewarned that the Green Giant brand’s
valuation was being actively monitored for possible impairment triggers and could be subject to material impairment based on evolving
internal and external factors. A few examples follow:

 Excerpts from Intangible Assets Risk Factor from Annual
Report on Form 10-K for fiscal 2023 filed on February 28, 2024 :

 “A change in the assumptions used to value our
goodwill or our indefinite-lived intangible assets could negatively affect our consolidated results of operations and net worth.

 Our total assets include substantial
goodwill and indefinite-lived intangible assets (trademarks). These assets are tested for impairment through qualitative and quantitative
assessments at least annually and whenever events or circumstances occur indicating that goodwill or indefinite-lived intangible assets
might be impaired. We test our goodwill and indefinite-lived intangible assets by comparing the fair values with the carrying values
and recognize a loss for the difference. Estimating our fair value for these purposes requires significant estimates and assumptions
by management, including future cash flows consistent with management’s expectations, annual sales growth rates, and certain assumptions
underlying a discount rate based on available market data. Significant management judgment is necessary to estimate the impact of competitive
operating, macroeconomic and other factors to estimate the future levels of sales and cash flows. . . .

 Securities and Exchange Commission

 May 23, 2025

 Page 5

 If future revenues and contributions
to our operating results for any of our brands, including newly acquired brands, deteriorate, at rates in excess of our current projections,
we may be required to record additional non-cash impairment charges to certain intangible assets. In addition, any significant decline
in our market capitalization or changes in discount rates, even if due to macroeconomic factors, could put pressure on the carrying value
of our goodwill. A determination that all or a portion of our goodwill or indefinite-lived intangible assets are impaired, although a
non-cash charge to operations, could have a material adverse effect on our business, consolidated financial condition.”

 Excerpt from Note 6, “Goodwill and Other Intangible
Assets” from Quarterly Report on Form 10-Q for the first quarter of 2024 filed on May 8, 2024 :

 “. . . If future revenues and contributions to our
operating results for any of our brands or operating segments, including recently impaired brands and any newly acquired brands, deteriorate,
at rates in excess of our current projections, we may be required to record additional non-cash impairment charges to certain intangible
assets, including trademarks and goodwill. In addition, any significant decline in our market capitalization or changes in discount rates,
even if due to macroeconomic factors, could put pressure on the carrying value of our goodwill or the goodwill of any of our operating
segments. A determination that all or a portion of our goodwill or indefinite-lived intangible assets are impaired, although a non-cash
charge to operations, could have a material adverse effect on our business, consolidated financial condition and results of operations.
For a further discussion of our annual impairment testing of goodwill and indefinite-lived intangible assets (trademarks), see Note 2(g),
 “Summary of Significant Accounting Policies—Goodwill and Other Intangible Assets” to our 2023 Annual Report on Form
10-K.”

 Excerpt from Item 2. Management’s Discussion
and Analysis of Financial Condition and Results of Operations from Quarterly Report on Form 10-Q for the first quarter of 2024 filed on
May 8, 2024 :

 Fluctuations in Currency Exchange Rates . . . . We
also operate a manufacturing facility in Irapuato, Mexico for the manufacture of Green Giant frozen products and are as a result
exposed to fluctuations in the Mexican peso. Our results of operations could be adversely impacted by changes in foreign currency exchange
rates. Costs and expenses in Mexico are recognized in local foreign currency, and therefore we are exposed to potential gains or losses
from the translation of those amounts into U.S. dollars for consolidation into our consolidated financial statements. For example, our
results of operations from our Green Giant frozen operations in Mexico were negatively impacted during fiscal 2023 through the
first quarter of