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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   ----------

                             Form 10-Q/A Equivalent
                                (Amendment No. 2)

      (Mark One)
           [ ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 24, 2005

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                 For the transition period from ________ to ________

                           Commission File Number N/A

                              BIRDS EYE FOODS, INC.
             (Exact Name of Registrant as Specified in its Charter)

               Delaware                                        16-0845824
    (State or other jurisdiction of                          (IRS Employer
    incorporation or organization)                       Identification Number)

  90 Linden Oaks, PO Box 20670, Rochester, NY                14602-6070
    (Address of Principal Executive Offices)                 (Zip Code)

       Registrant's Telephone Number, Including Area Code: (585) 383-1850

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                 YES [ ] NO [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

Large accelerated filer [ ]  Accelerated filer [ ]   Non-accelerated filer [X]

Indicate by checkmark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

                                 YES [ ] NO [X]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date. As of November 4, 2005.

                              Common Stock: 11,000

  o   This Form 10-Q Equivalent is only being filed pursuant to a requirement
   contained in the indenture governing Birds Eye Foods, Inc.'s 11 7/8 Percent
                       Senior Subordinated Notes Due 2008.

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                                EXPLANATORY NOTE

On March 20, 2006, Birds Eye Foods, Inc. filed a Form 10-Q/A Equivalent
(Amendment No. 1)(the "First Quarter Fiscal 2006 Form 10-Q/A-1 Equivalent"), to
amend its Quarterly Report on Form 10-Q Equivalent for its first fiscal quarter
ended September 24, 2005, which was filed on November 4, 2005 (as amended by the
First Quarter Fiscal 2006 Form 10-Q/A-1 Equivalent, the "First Quarter Fiscal
2006 Form 10-Q Equivalent"). This Form 10-Q/A Equivalent (Amendment No. 2) is
being filed to amend the First Quarter Fiscal 2006 Form 10-Q/A-1 Equivalent to
include Exhibit 31 - Certifications Required by Rule 13a-14(a) or Rule 15d-14(a)
of the Securities Exchange Act of 1934, as amended. No other amendments or
changes have been made to the First Quarter Fiscal 2006 Form 10-Q Equivalent or
to the First Quarter Fiscal 2006 Form 10-Q/A-1 Equivalent.

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ITEM 6. EXHIBITS.

      Exhibits

Exhibit Number                            Description
--------------   ---------------------------------------------------------------
    10.1         Separation and General Release Agreement between Birds Eye
                 Foods, Inc. and Dennis M. Mullen (filed as Exhibit 10.1 to the
                 Company's Quarterly Report on Form 10-Q Equivalent for the
                 first quarter ended September 24, 2005 and incorporated herein
                 by reference).

    31.1         Certification required by Rule 13a - 14(a) or Rule 15d-14(a) of
                 the Securities Exchange Act of 1934 of the Principal Executive
                 Officer (filed herewith).

    31.2         Certification required by Rule 13a - 14(a) or Rule 15d-14(a) of
                 the Securities Exchange Act of 1934 of the Principal Financial
                 Officer (filed herewith).

    32.1         Certification Pursuant to 18 U.S.C. Section 1350, as adopted
                 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of
                 the Principal Executive Officer (filed herewith).

    32.2         Certification Pursuant to 18 U.S.C. Section 1350, as adopted
                 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of
                 the Principal Financial Officer (filed herewith).

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                                   SIGNATURES

The Company has duly caused this 10-Q/A Equivalent (Amendment No. 2) to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                            BIRDS EYE FOODS, INC.

Date: March 29, 2006                 By: /s/ Earl L. Powers
                                         -------------------------------
                                             EARL L. POWERS
                                       EXECUTIVE VICE PRESIDENT and
                                        CHIEF FINANCIAL OFFICER and
                                                 SECRETARY
                                     (On Behalf of the Registrant and as
                                        Principal Financial Officer)

Date: March  29, 2006                By: /s/ Linda K. Nelson
                                         -------------------------------
                                             LINDA K. NELSON
                                         VICE PRESIDENT and CONTROLLER
                                     (On Behalf of the Registrant and as
                                         Principal Accounting Officer)

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