UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    Form 10-Q



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

                For the quarterly period ended September 29, 2001

                                       OR

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

                        For the transition period from to

               Registration Statement (Form S-4) Number 333-70143


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


         New York                                        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 (716) 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 twelve 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 X NO
                                       ---   ---

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of November 3, 2001.

                              Common Stock: 10,000

<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM I.  FINANCIAL STATEMENTS
<TABLE>

Agrilink Foods, Inc.
Consolidated Statements of Operations, Accumulated Earnings and Comprehensive Income
(Dollars in Thousands)
(Unaudited)

                                                                                                             Quarter Ended
                                                                                               -------------------------------------
                                                                                                 September 29,        September 23,
                                                                                                      2001                 2000
                                                                                               ----------------       --------------

<S>                                                                                                <C>                  <C>
Net sales                                                                                          $  249,232           $  263,391
Cost of sales                                                                                        (203,362)            (214,106)
                                                                                                   ----------           ----------
Gross profit                                                                                           45,870               49,285
Selling, administrative, and general expenses                                                         (32,839)             (30,272)
Restructuring                                                                                          (1,050)                   0
Gain from pension curtailment                                                                           2,472                    0
Income from joint venture                                                                                 248                  275
                                                                                                   ----------           ----------
Operating income before dividing with Pro-Fac                                                          14,701               19,288
Interest expense                                                                                      (19,213)             (19,218)
                                                                                                   ----------           ----------
Pretax (loss)/income before dividing with Pro-Fac                                                      (4,512)                  70
Pro-Fac share of (loss)/income                                                                          2,256                  (34)
                                                                                                   ----------           ----------
(Loss)/income before taxes                                                                             (2,256)                  36
Tax benefit/(provision)                                                                                   994                  (14)
                                                                                                   ----------           ----------
Net (loss)/income                                                                                      (1,262)                  22
Accumulated earnings at beginning of period                                                             4,071                4,000
                                                                                                   ----------           ----------
Accumulated earnings at end of period                                                              $    2,809           $    4,022
                                                                                                   ==========           ==========

Net (loss)/income                                                                                  $   (1,262)          $       22
Other comprehensive income:
   Unrealized (loss)/gain on hedging activity                                                            (440)               2,304
                                                                                                   ----------           ----------
Comprehensive (loss)/income                                                                        $   (1,702)          $    2,326
                                                                                                   ==========           ==========

Accumulated other comprehensive income/(loss) at beginning of period                               $       45           $     (525)
Unrealized (loss)/gain on hedging activity, net of taxes                                                 (440)               2,304
                                                                                                   ----------           ----------
Accumulated other comprehensive (loss)/income at end of period                                     $     (395)          $    1,779
                                                                                                   ==========           ==========


<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</FN>
</TABLE>


<PAGE>


<TABLE>
Agrilink Foods, Inc.
Consolidated Balance Sheets
(Dollars in Thousands)
                                                                                      September 29,      June 30,      September 23,
                                                                                           2001            2001              2000
                                                                                      -----------       ----------      ------------
                                                               ASSETS                 (Unaudited)                       (Unaudited)
<S>                                                                                    <C>              <C>              <C>
Current assets:
   Cash and cash equivalents                                                           $    8,088       $    7,656       $    6,268
   Accounts receivable trade, net                                                          92,954           85,543          120,493
   Accounts receivable, co-pack activity and other                                         22,773            7,949           17,422
   Income taxes refundable                                                                      0              272                0
   Current deferred tax asset                                                               2,202            2,202           11,552
   Inventories                                                                            419,131          313,856          388,377
   Current investment in CoBank                                                             2,665            3,998            1,951
   Prepaid manufacturing expense                                                               62           22,427                0
   Prepaid expenses and other current assets                                               18,590           19,603           23,959
   Due from Pro-Fac Cooperative, Inc.                                                       2,022              245                0
                                                                                       ----------       ----------       ----------
       Total current assets                                                               568,487          463,751          570,022
Investment in CoBank                                                                       10,660           10,660           15,893
Investment in joint venture                                                                 8,222            8,018            7,049
Property, plant and equipment, net                                                        301,342          305,531          311,802
Assets held for sale at net realizable value                                                  120              120              339
Goodwill                                                                                   52,336           52,336           54,711
Intangible assets, net                                                                    196,145          196,441          201,424
Other assets                                                                               25,071           24,014           25,526
Note receivable due from Pro-Fac Cooperative, Inc.                                          9,400            9,400            9,400
                                                                                       ----------       ----------       ----------
       Total assets                                                                    $1,171,783       $1,070,271       $1,196,166
                                                                                       ==========       ==========       ==========


                                                   LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
   Notes payable                                                                       $  130,900       $        0       $   99,000
   Current portion of obligations under capital leases                                        316              316              218
   Current portion of long-term debt                                                       15,585           15,599           16,595
   Accounts payable                                                                        94,230          117,851           91,373
   Income taxes payable                                                                       257                0            1,945
   Accrued interest                                                                        12,798            9,253           15,771
   Accrued employee compensation                                                            9,738           10,081           11,533
   Other accrued expenses                                                                  46,312           49,347           60,958
   Due to Pro-Fac Cooperative, Inc.                                                             0                0           15,449
                                                                                       ----------       ----------       ----------
       Total current liabilities                                                          310,136          202,447          312,842
Obligations under capital leases                                                              571              571              520
Long-term debt                                                                            628,576          631,128          639,280
Deferred income tax liabilities                                                            26,376           26,376           32,262
Other non-current liabilities                                                              27,494           29,417           29,758
                                                                                       ----------       ----------       ----------
       Total liabilities                                                                  993,153          889,939        1,014,662
                                                                                       ----------       ----------       ----------
Commitments and contingencies
Shareholder's Equity:
   Common stock, par value $.01; 10,000 shares authorized, issued, and
    outstanding, owned by Pro-Fac Cooperative, Inc.                                             0                0                0
   Additional paid-in capital                                                             176,216          176,216          175,703
   Accumulated earnings                                                                     2,809            4,071            4,022
   Accumulated other comprehensive income/(loss):
     Unrealized gain on hedging activity                                                    178              618            2,304
     Minimum pension liability adjustment                                                  (573)            (573)            (525)
                                                                                       ----------       ----------       ----------
       Total shareholder's equity                                                         178,630          180,332          181,504
                                                                                       ----------       ----------       ----------
       Total liabilities and shareholder's equity                                      $1,171,783       $1,070,271       $1,196,166
                                                                                       ==========       ==========       ==========




<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</FN>
</TABLE>


<PAGE>


<TABLE>
Agrilink Foods, Inc.
Consolidated Statements of Cash Flows
(Dollars in Thousands)
<CAPTION>
(Unaudited)                                                                                                  Quarter Ended
                                                                                                 -----------------------------------
                                                                                                 September 29,        September 23,
                                                                                                       2001                 2000
                                                                                                 --------------       --------------
<S>                                                                                                <C>                  <C>
Cash Flows From Operating Activities:
   Net (loss)/income                                                                               $   (1,262)          $       22
   Adjustments to reconcile net (loss)/income to net cash used in operating activities -
     Depreciation                                                                                       7,663                7,727
     Amortization of goodwill and certain other intangible assets                                         296                2,514
     Amortization of debt issue costs, amendment costs, and discount on
       subordinated promissory note                                                                     1,355                1,159
     Interest-in-kind on subordinated promissory note                                                       0                  402
     Equity in undistributed earnings of joint venture                                                   (248)                (275)
     Change in assets and liabilities:
       Accounts receivable                                                                            (22,235)             (32,561)
       Inventories and prepaid manufacturing expense                                                  (82,910)             (72,784)
       Income taxes refundable/(payable)                                                                  529                7,565
       Accounts payable and other accrued expenses                                                    (23,454)              (1,086)
       Due (from)/to Pro-Fac Cooperative                                                               (1,777)               6,308
       Other assets and liabilities                                                                    (1,570)              (1,542)
                                                                                                   ----------           ----------
Net cash used in operating activities                                                                (123,613)             (82,551)
                                                                                                   ----------           ----------

Cash Flows From Investing Activities:
   Purchase of property, plant and equipment                                                           (3,516)              (7,590)
   Proceeds from disposals                                                                                 20                5,053
   Proceeds from investment in CoBank                                                                   1,333                  976
                                                                                                   ----------           ----------
Net cash used in investing activities                                                                  (2,163)              (1,561)
                                                                                                   ----------           ----------

Cash Flows From Financing Activities:
   Net proceeds from issuance of short-term debt                                                      130,900               93,300
   Payments on long-term debt                                                                          (2,998)              (6,184)
   Cash paid for debt amendments                                                                       (1,694)              (1,730)
                                                                                                   ----------           ----------
Net cash provided by financing activities                                                             126,208               85,386
                                                                                                   ----------           ----------
Net change in cash and cash equivalents                                                                   432                1,274
Cash and cash equivalents at beginning of period                                                        7,656                4,994
                                                                                                   ----------           ----------
Cash and cash equivalents at end of period                                                         $    8,088           $    6,268
                                                                                                   ==========           ==========


<FN>
</FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>



<PAGE>


                              AGRILINK FOODS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF ACCOUNTING POLICIES

The  Company:   Agrilink  Foods,  Inc.  (the  "Company"  or  "Agrilink  Foods"),
incorporated  in New York in 1961, is a producer and marketer of processed  food
products.  The Company has four primary  product  lines  including:  vegetables,
fruits, snacks, and canned meals. The majority of each of the product lines' net
sales is within the United States. In addition,  all of the Company's  operating
facilities,  excluding one in Mexico,  are within the United States. The Company
is a wholly owned  subsidiary  of Pro-Fac  Cooperative,  Inc.  ("Pro-Fac" or the
"Cooperative"). Pro-Fac conducts business under the name Agrilink.

Basis  of  Presentation:   The  accompanying  unaudited  consolidated  financial
statements have been prepared in accordance with accounting principles generally
accepted in the United States of America for interim financial  information and
with  the   instructions  to  Form  10-Q  and  Article  10  of  Regulation  S-X.
Accordingly,  they do not  include all of the  information  required by GAAP for
complete financial  statement  presentation.  In the opinion of management,  all
adjustments  (consisting only of normal recurring  adjustments)  necessary for a
fair  presentation  of the results of operations  have been included.  Operating
results for the quarter ended September 29, 2001 are not necessarily the results
to be  expected  for other  interim  periods or the full year.  These  financial
statements  should be read in  conjunction  with the  financial  statements  and
accompanying  notes  contained  in the  Company's  Form 10-K for the fiscal year
ended June 30, 2001.

Consolidation: The consolidated financial statements include the Company and its
wholly owned  subsidiaries  after  elimination of intercompany  transactions and
balances. Investments in affiliates owned more than 20 percent but not in excess
of 50 percent are recorded under the equity method of accounting.

Reclassification:  Certain  items for  fiscal  2001 have  been  reclassified  to
conform with the current period presentation.

New Accounting Pronouncements:  In June 2001, the Financial Accounting Standards
Board ("FASB") issued Statement of Financial  Accounting  Standard  ("SFAS") No.
142, "Goodwill and Other Intangible Assets." This statement is further disclosed
in NOTE 2 to the "Notes to Consolidated Financial Statements."

In April 2001, the Emerging Issues Task Force ("EITF") reached a final consensus
on Issue 00-25,  "Accounting  for  Consideration  from a Vendor to a Retailer in
Connection  with the  Purchase  or  Promotion  of the  Vendor's  Products."  The
consensus addresses the accounting treatment and income statement classification
for certain sales incentives,  including cooperative  advertising  arrangements,
buydowns,  and slotting  fees.  Accordingly,  during the first quarter of fiscal
2002, promotions and slotting fees,  previously classified as selling,  general,
and  administrative  expense,  have been  reclassified  as a reduction  of gross
sales.  Total  promotions and slotting fees were $30.1 million and $31.2 million
in the first quarter of fiscal 2002 and 2001, respectively. The adoption of EITF
00-25 did not impact the Company's profitability.

In July 2000,  the EITF  reached a consensus  on Issue  00-14,  "Accounting  for
Certain Sales Incentives." The consensus addresses the recognition, measurement,
and income statement  classification  for sales incentives that a company offers
to its customers.  Accordingly,  during the first quarter of fiscal 2002, coupon
expense,  previously classified as selling,  general and administrative expense,
has been  reclassified  as a reduction of gross sales and all prior periods have
also been  reclassified  to reflect this  modification.  Coupon expense was $1.8
million  and $2.0  million  in the  first  quarter  of  fiscal  2002  and  2001,
respectively.  The  adoption  of EITF Issue  00-14 did not impact the  Company's
profitability.

NOTE 2. ACCOUNTING FOR GOODWILL AND INTANGIBLE ASSETS

In June 2001,  the FASB  issued  SFAS No. 142,  "Goodwill  and Other  Intangible
Assets." SFAS No. 142 addresses financial  accounting and reporting for acquired
goodwill  and  other  intangible  assets,  and is  effective  for  fiscal  years
beginning  after December 15, 2001,  with early adoption  permitted for entities
with fiscal  years  beginning  after  March 15,  2001.  Effective  July 1, 2001,
Agrilink  Foods  adopted  SFAS No. 142,  which  requires  that  goodwill  not be
amortized,  but instead be tested at least  annually for impairment and expensed
against  earnings  when the implied  fair value of a reporting  unit,  including
goodwill,  is less than its carrying amount.  The Company completed the required
impairment  evaluation  in  conjunction  with its adoption of SFAS No. 142 which
indicated there is no impairment at this time.
<PAGE>
As outlined in SFAS No. 142, certain  intangibles  with a finite life,  however,
are required to continue to be amortized.  The following schedule sets forth the
major classes of intangible assets held by the Company:

<TABLE>
(Dollars in Thousands)
<CAPTION>

                                          September 29,        June 30,         September 23,
                                              2001              2001                2000
                                          -------------      ----------       ----------------
<S>                                        <C>               <C>                 <C>
 Amortized intangibles:
   Covenants not to compete                $    2,478        $    2,478          $   2,478
   Other                                       12,000            12,000             12,000
     Less:  accumulated amortization           (2,308)           (2,012)            (1,135)
                                           ----------        ----------          ---------
   Amortized intangibles, net                  12,170            12,466             13,343
Unamortized intangibles:
     Trademarks, net                          183,975           183,975            188,081
                                           ----------        ----------          ---------
Total intangible assets                    $  196,145        $  196,441          $ 201,424
                                           ==========        ==========          =========
</TABLE>
The  aggregate  amortization  expense  associated  with  intangible  assets  was
approximately  $0.3  million for the  quarter  ended  September  29,  2001.  The
aggregate  amortization  expense for each of the five succeeding fiscal years is
estimated as follows:

(Dollars in Thousands)

2003                    $1,103
2004                       915
2005                       891
2006                       891
2007                       760

A reconciliation of reported net income adjusted to reflect the adoption of SFAS
No. 142 for the quarter ended September 29, 2001 is provided below:

                                          September 29,         September 23,
                                              2001                   2000
                                          -------------         -------------
(Dollars in Thousands)

Reported net (loss)/income                 $   (1,262)            $      22
Addback:  goodwill amortization                     0                 2,218
                                           ----------             ---------
Adjusted net (loss)/income                 $   (1,262)            $   2,240
                                           ==========             =========

NOTE 3. AGREEMENTS WITH PRO-FAC

The Company's  contractual  relationship  with Pro-Fac is defined in the Pro-Fac
Marketing and Facilitation  Agreement  ("Agreement").  Under the Agreement,  the
Company pays Pro-Fac the commercial  market value ("CMV") for all crops supplied
by  Pro-Fac.  CMV is  defined  as the  weighted  average  price  paid  by  other
commercial  processors for similar crops sold under  preseason  contracts and in
the open market in the same or competing  market area.  Although CMV is intended
to be no more than the fair  market  value of the crops  purchased  by  Agrilink
Foods,  it may be more or less than the price  Agrilink  Foods  would pay in the
open market in the absence of the Agreement.

Under the  Agreement,  the Company is required to have on its board of directors
individuals   who  are  neither   members  of  nor   affiliated   with   Pro-Fac
("Disinterested Directors"). The number of Disinterested Directors must at least
equal the number of directors who are members of Pro-Fac. The volume and type of
crops to be  purchased  by Agrilink  Foods under the  Agreement  are  determined
pursuant to its annual profit plan, which requires the approval of a majority of
the Disinterested  Directors.  In addition,  under the Agreement, in any year in
which the Company  has  earnings on  products  which were  processed  from crops
supplied  by Pro-Fac  ("Pro-Fac  Products"),  the Company  pays to  Pro-Fac,  as
additional  patronage income,  90 percent of such earnings,  but in no case more
than 50 percent of all pretax  earnings of the  Company  (before  dividing  with
Pro-Fac). In years which the Company has losses on Pro-Fac Products, the Company
reduces  the CMV it would  otherwise  pay to Pro-Fac by up to 90 percent of such
losses,  but in no case by more  than 50  percent  of all  pretax  losses of the
Company (before dividing with Pro-Fac).  Additional  patronage income is paid to
Pro-Fac for services  provided to Agrilink  Foods,  including the provision of a
long term, stable crop supply, favorable payment terms for crops, and

<PAGE>


the sharing of risks of losses of certain  operations of the business.  Earnings
and losses are  determined at the end of the fiscal year,  but are accrued on an
estimated  basis during the year.  Under the  Agreement,  Pro-Fac is required to
reinvest  at least 70 percent of the  additional  patronage  income in  Agrilink
Foods.

Amounts  received by Pro-Fac  from  Agrilink  Foods for the three  months  ended
September 29, 2001 and September  23, 2000 include:  commercial  market value of
crops delivered, $52.2 million and $48.4 million, respectively.  Pro-Fac's share
of losses was $2.3 million in fiscal 2002, and its share of earnings was $34,000
in fiscal 2001.

NOTE 4. INVENTORIES

The major classes of inventories are as follows:

(Dollars in Thousands)

                                  September 29,     June 30,      September 23,
                                      2001            2001            2000
                                  -------------    ----------     -------------

Finished goods                     $  393,460      $  279,991       $ 346,808
Raw materials and supplies             25,671          33,865          41,569
                                   ----------      ----------       ---------
                                   $  419,131      $  313,856       $ 388,377
                                   ==========      ==========       =========

NOTE 5.       DEBT

Summary of Long-Term Debt:

(Dollars in Thousands)

                                  September 29,     June 30,      September 23,
                                       2001           2001            2000
                                   -------------    ----------    -------------

Term Loan Facility                  $  408,900      $  411,600       $ 422,400
Senior Subordinated Notes              200,015         200,015         200,015
Subordinated Promissory Note            30,092          29,660          26,909
Other                                    5,154           5,452           6,551
                                    ----------      ----------       ---------
Total Debt                             644,161         646,727         655,875
Less Current Portion                   (15,585)        (15,599)        (16,595)
                                    ----------      ----------       ---------
Total Long-Term Debt                $  628,576      $  631,128       $ 639,280
                                    ==========      ==========       =========

Amendments  to Term Loan  Facility:  The term loan facility  contains  customary
covenants  and  restrictions  on the  Company's  ability  to engage  in  certain
activities,  including, but not limited to: (i) limitations on the incurrence of
indebtedness  and  liens,  (ii)  limitations  on  sale-leaseback   transactions,
consolidations,  mergers,  sale of  assets,  transactions  with  affiliates  and
investments  and (iii)  limitations  on dividends and other  distributions.  The
credit facility also contains covenants  requiring Pro-Fac to maintain a minimum
level of consolidated EBITDA, a minimum consolidated  interest coverage ratio, a
minimum  consolidated  fixed  charge  coverage  ratio,  a  maximum  consolidated
leverage ratio, and a minimum level of consolidated net worth.

In August  2001,  the Company  negotiated  an  amendment  to the  covenants.  In
conjunction with this amendment, the Company incurred fees of approximately $1.7
million.  This fee is being  amortized  over the  remaining  life of the  Credit
Facility.  The  August  2001  amendment  imposes  contingent  fees and  possible
increases  in  interest  rates  under the Credit  Facility  based in part on the
ability of the Company to raise equity,  and deleverage its balance sheet within
certain timeframes.  To this end, the Company has engaged a financial advisor to
assist it in raising a minimum of $100 million through a private placement of an
as yet  unspecified  class of  securities  of the  Company.  The  amount of such
contingent  fees is also  impacted by the EBITDA which the Company  achieves for
its fiscal year ending in June 2002.

During September 2000, the Company negotiated a previous amendment to the credit
facility. This amendment required a supplemental fee should a specified coverage
ratio not be achieved  for the first  quarter of fiscal 2002.  During  September
2001, the Company paid a fee of $1.5 million.
<PAGE>
Pro-Fac and the Company are in compliance with all covenants,  restrictions, and
requirements under the terms of the Credit Facility as amended.

NOTE 6. OPERATING SEGMENTS

The Company is organized by product line for management reporting with operating
income being the primary measure of segment profitability. Accordingly, no items
below  operating  income are allocated to segments.  The Company's  four primary
operating segments are as follows: vegetables, fruits, snacks, and canned meals.

The  vegetable  product  line  consists of canned and frozen  vegetables,  chili
beans,  and  various  other  products.  Branded  products  within the  vegetable
category  include  Birds  Eye,  Birds Eye  Voila!,  Birds Eye  Simply  Grillin',
Veg-All,  Freshlike,  McKenzies,  and Brooks Chili Beans. The fruit product line
consists of canned and frozen  fruits  including  fruit  fillings and  toppings.
Branded products within the fruit category include Comstock and Wilderness.  The
snack product line consists of potato chips,  popcorn and other corn-based snack
items.  Branded  products within the snack category include Tim's Cascade Chips,
Snyder of Berlin, Husman, La Restaurante, Erin's, Beehive, Pops-Rite, Super Pop,
and Flavor  Destinations.  The canned meal  product  line  includes  canned meat
products  such as  chilies,  stew,  and soups,  and various  other  ready-to-eat
prepared meals. Branded products within the canned meal category include Nalley.
The Company's other product lines primarily  represent salad dressings.  Branded
products within the "other category" include Bernstein's and Nalley.

The following table illustrates the Company's operating segment information:

<TABLE>
(Dollars in Millions)                                             Quarter Ended
<CAPTION>
                                                 ----------------------------------------------
                                                 September 29, 2001          September 23, 2000
                                                 ------------------          ------------------
<S>                                                    <C>                        <C>
Net Sales:
   Vegetables                                          $    176.5                 $    190.3
   Fruits                                                    28.3                       26.4
   Snacks                                                    22.4                       22.5
   Canned Meals                                              12.4                       13.1
   Other                                                      9.6                       11.1
                                                       ----------                 ----------
       Total                                           $    249.2                 $    263.4
                                                       ==========                 ==========

Operating income1:
   Vegetables2                                         $      4.5                 $     10.4
   Fruits                                                     4.2                        3.9
   Snacks                                                     1.5                        1.7
   Canned Meals                                               2.2                        2.5
   Other                                                      0.9                        0.8
                                                       ----------                 ----------
       Total                                                 13.3                       19.3
   Restructuring                                             (1.1)                       0.0
   Gain from pension curtailment                              2.5                        0.0
                                                       ----------                 ----------
Operating income before dividing with Pro-Fac                14.7                       19.3
Interest expense                                            (19.2)                     (19.2)
                                                       ----------                 ----------
Pretax (loss)/income before dividing with Pro-Fac      $     (4.5)                $      0.1
                                                       ==========                 ==========

<FN>
1    In accordance with SFAS No. 142, goodwill is no longer amortized.  Goodwill
     amortization  associated with the vegetable,  fruit, snacks,  canned meals,
     and other product lines was $1.7 million,  $0.1 million, $0.1 million, $0.2
     million,  and $0.1  million,  respectively,  in the first quarter of fiscal
     2001. See NOTE 2 to the "Notes to Consolidated Financial Statements."

2    The  vegetable  product line includes  earnings  derived from the Company's
     investment  in a joint  venture of $0.2  million and $0.3 million in fiscal
     2002 and fiscal 2001, respectively.
</FN>
</TABLE>

NOTE 7. SUBSIDIARY GUARANTORS

Kennedy  Endeavors,  Incorporated  and  Linden  Oaks  Corporation,  wholly-owned
subsidiaries of the Company ("Subsidiary Guarantors"),  and Pro-Fac have jointly
and severally,  fully and unconditionally  guaranteed,  on a senior subordinated
basis,  the  obligations  of the Company  with respect to the  Company's  11-7/8
percent  Senior  Subordinated  Notes due 2008 (the  "Notes")  and the  Company's
Credit  Facility.  The  covenants  in the Notes and the Credit  Facility  do not
restrict the ability of the Subsidiary  Guarantors to make cash distributions to
the Company.
<PAGE>
Full  financial  statements  of Pro-Fac are  included as an Exhibit to this Form
10-Q. Presented below is condensed  consolidating  financial information for (i)
Agrilink  Foods,  (ii)  the  guarantor  subsidiaries,  and  (iii)  non-guarantor
subsidiaries  as of and for the quarters ended  September 29, 2001 and September
23, 2000. The condensed  consolidating  financial information has been presented
to show the nature of assets held,  results of operations,  and cash flow of the
Company and guarantor  subsidiaries  in accordance  with Securities and Exchange
Commission Financial Reporting Release No. 55.
<TABLE>

                                                                                   Balance Sheet
                                                                                 September 29, 2001
                                                     -------------------------------------------------------------------------------
                                                        Agrilink      Guarantor    Non-Guarantor      Eliminating
                                                       Foods, Inc.   Subsidiaries   Subsidiaries        Entries       Consolidated
                                                     -------------   ------------  -------------      -----------     --------------
(Dollars in Thousands)
<S>                                                  <C>              <C>            <C>              <C>               <C>
Assets
   Cash and cash equivalents                         $     6,965      $       54     $    1,069       $         0       $     8,088
   Accounts receivable, net                              112,939           2,788              0                 0           115,727
   Inventories -
     Finished goods                                      393,100             281             79                 0           393,460
     Raw materials and supplies                           24,918             604            149                 0            25,671
                                                     -----------      ----------     ----------       -----------       -----------
       Total inventories                                 418,018             885            228                 0           419,131

   Other current assets                                   25,140             (30)           431                 0            25,541
                                                     -----------      ----------     ----------       -----------       -----------

       Total current assets                              563,062           3,697          1,728                 0           568,487

Property, plant and equipment, net                       293,892           3,860          3,590                 0           301,342
Investment in subsidiaries                               312,754               0              0          (312,754)                0
Goodwill and other intangible assets, net                 53,256         195,225              0                 0           248,481
Other assets                                              53,253         112,925              0          (112,705)           53,473
                                                     -----------      ----------     ----------       -----------       -----------

       Total assets                                  $ 1,276,217      $  315,707     $    5,318       $  (425,459)      $ 1,171,783
                                                     ===========      ==========     ==========       ===========       ===========


Liabilities and Shareholder's Equity
   Notes payable                                     $   130,900      $        0     $        0       $         0       $   130,900
   Long-term debt                                         15,585               0              0                 0            15,585
   Accounts payable                                       93,125             828            277                 0            94,230
   Accrued interest                                       12,798               0              0                 0            12,798
   Intercompany loans                                        404             (41)          (363)                0                 0
   Other current liabilities                              49,053           6,482          1,088                 0            56,623
                                                     -----------      ----------     ----------       -----------       -----------
       Total current liabilities                         301,865           7,269          1,002                 0           310,136

Long-term debt                                           628,576               0              0                 0           628,576
Other non-current liabilities                            167,146               0              0          (112,705)           54,441
                                                     -----------      ----------     ----------       -----------       -----------

       Total liabilities                               1,097,587           7,269          1,002          (112,705)          993,153

Shareholder's equity                                     178,630         308,438          4,316          (312,754)          178,630
                                                     -----------      ----------     ----------       -----------       -----------

       Total liabilities and shareholder's equity    $ 1,276,217      $  315,707     $    5,318       $  (425,459)      $ 1,171,783
                                                     ===========      ==========     ==========       ===========       ===========
</TABLE>
<PAGE>
<TABLE>
                                                                               Statement of Operations
                                                                      For the Quarter Ended September 29, 2001
                                                     ---------------------------------------------------------------------------
                                                       Agrilink      Guarantor    Non-Guarantor     Eliminating
                                                      Foods, Inc.   Subsidiaries  Subsidiaries        Entries       Consolidated
                                                     ------------   ------------  -------------     -----------     ------------
(Dollars in Thousands)

<S>                                                  <C>              <C>            <C>              <C>             <C>
Net sales                                            $   244,987      $    4,245     $    2,566       $  (2,566)      $  249,232
Cost of sales                                           (200,475)         (2,887)        (2,719)          2,719         (203,362)
                                                     -----------      ----------     ----------       ---------       ----------
Gross profit                                              44,512           1,358           (153)            153           45,870
Other income                                               1,422          13,168             22         (13,190)           1,422
Selling, administrative, and general expenses            (45,280)           (727)             0          13,168          (32,839)
Income from joint venture                                    248               0              0               0              248
                                                     -----------      ----------     ----------       ---------       ----------
Operating income before dividing with Pro-Fac                902          13,799           (131)            131           14,701
Interest (expense)/income                                (21,845)          2,632              0               0          (19,213)
                                                     -----------      ----------     ----------       ---------       ----------
Pretax (loss)/income before dividing with Pro-Fac        (20,943)         16,431           (131)            131           (4,512)
Pro-Fac share of loss                                      2,256               0              0               0            2,256
                                                     -----------      ----------     ----------       ---------       ----------
(Loss)/income before taxes                               (18,687)         16,431           (131)            131           (2,256)
Tax benefit/(provision)                                    6,958          (5,837)          (127)              0              994
                                                     -----------      ----------     ----------       ---------       ----------
Net (loss)/income                                    $   (11,729)     $   10,594     $     (258)      $     131       $   (1,262)
                                                     ===========      ==========     ==========       =========       ==========
</TABLE>

<TABLE>
                                                                                   Statement of Cash Flows
                                                                          For the Quarter Ended September 29, 2001
                                                           ----------------------------------------------------------------------
                                                             Agrilink      Guarantor    Non-Guarantor  Eliminating
                                                            Foods, Inc.   Subsidiaries  Subsidiaries     Entries     Consolidated
                                                           ------------   ------------  -------------  -----------   ------------
(Dollars in Thousands)

<S>                                                        <C>             <C>           <C>             <C>          <C>
Net (loss)/income                                          $  (11,729)     $  10,594     $    (258)      $   131      $  (1,262)
Adjustments to reconcile net (loss)/income to net
   cash (used in)/provided by operating activities -
     Depreciation                                               7,450            136            77             0          7,663
     Amortization of goodwill and other intangible assets         296              0             0             0            296
     Amortization of debt issue costs, amendment costs,
       and discount on subordinated promissory note             1,355              0             0             0          1,355
     Equity in undistributed earnings of joint venture           (248)             0             0             0           (248)
     Change in working capital                               (121,828)       (10,697)        1,239          (131)      (131,417)
                                                           ----------      ---------     ---------       -------      ---------
Net cash (used in)/provided by operating activities          (124,704)            33         1,058             0       (123,613)

Cash flows from investing activities:
   Purchase of property, plant, and equipment                  (3,516)             0             0             0         (3,516)
   Proceeds from disposals                                         20              0             0             0             20
   Proceeds from investment in CoBank                           1,333              0             0             0          1,333
                                                           ----------      ---------     ---------       -------      ---------
Net cash used in investing activities                          (2,163)             0             0             0         (2,163)

Cash flows from financing activities:
   Net proceeds from short-term debt                          130,900              0             0             0        130,900
   Payments on long-term debt                                  (2,998)             0             0             0         (2,998)
   Cash paid for debt amendments                               (1,694)             0             0             0         (1,694)
                                                           ----------      ---------     ---------       -------      ---------
Net cash provided by financing activities                     126,208              0             0             0        126,208
Net change in cash and cash equivalents                          (659)            33         1,058             0            432
Cash and cash equivalents at beginning of period                7,624             21            11             0          7,656
                                                           ----------      ---------     ---------       -------      ---------
Cash and cash equivalents at end of period                 $    6,965      $      54     $   1,069       $     0      $   8,088
                                                           ==========      =========     =========       =======      =========
</TABLE>



<PAGE>
<TABLE>

                                                                                    Balance Sheet
                                                                                 September 23, 2000
                                                     ---------------------------------------------------------------------------
                                                       Agrilink      Guarantor     Non-Guarantor     Eliminating
                                                      Foods, Inc.   Subsidiaries    Subsidiaries       Entries      Consolidated
                                                     -------------  ------------   -------------     -----------    ------------
(Dollars in Thousands)
<S>                                                  <C>              <C>            <C>             <C>             <C>
Assets
   Cash and cash equivalents                         $     5,896      $      111     $      261      $         0     $     6,268
   Accounts receivable, net                              135,619           2,273             23                0         137,915
   Inventories -
     Finished goods                                      346,356             310            142                0         346,808
     Raw materials and supplies                           40,926             505            138                0          41,569
                                                     -----------      ----------     ----------      -----------     -----------
       Total inventories                                 387,282             815            280                0         388,377

   Other current assets                                   36,901              50            511                0          37,462
                                                     -----------      ----------     ----------      -----------     -----------

       Total current assets                              565,698           3,249          1,075                0         570,022

Property, plant and equipment, net                       305,671           2,397          3,734                0         311,802
Investment in subsidiaries                               303,859               0              0         (303,859)              0
Goodwill and other intangible assets, net                 48,816         207,319              0                0         256,135
Other assets                                              58,022          94,598              0          (94,413)         58,207
                                                     -----------      ----------     ----------      -----------     -----------

       Total assets                                  $ 1,282,066      $  307,563     $    4,809      $  (398,272)    $ 1,196,166
                                                     ===========      ==========     ==========      ===========     ===========

Liabilities and Shareholder's Equity
   Notes payable                                     $    99,000      $        0     $        0      $         0     $    99,000
   Long-term debt                                         16,595               0              0                0          16,595
   Accounts payable                                       89,743           1,152            478                0          91,373
   Accrued interest                                       15,771               0              0                0          15,771
   Intercompany loans                                       (480)            281            199                0               0
   Other current liabilities                              83,700           5,591            812                0          90,103
                                                     -----------      ----------     ----------      -----------       ---------
       Total current liabilities                         304,329           7,024          1,489                0         312,842

Long-term debt                                           639,280               0              0                0         639,280
Other non-current liabilities                            156,953               0              0          (94,413)         62,540
                                                     -----------      ----------     ----------      -----------     -----------

       Total liabilities                               1,100,562           7,024          1,489          (94,413)      1,014,662

Shareholder's equity                                     181,504         300,539          3,320         (303,859)        181,504
                                                     -----------      ----------     ----------      -----------     -----------

       Total liabilities and shareholder's equity    $ 1,282,066      $  307,563     $    4,809      $  (398,272)    $ 1,196,166
                                                     ===========      ==========     ==========      ===========     ===========
</TABLE>


<PAGE>

<TABLE>

                                                                               Statement of Operations
                                                                      For the Quarter Ended September 23, 2000
                                                     ----------------------------------------------------------------------------
                                                       Agrilink      Guarantor     Non-Guarantor     Eliminating
                                                      Foods, Inc.   Subsidiaries   Subsidiaries        Entries       Consolidated
                                                     ------------   ------------   -------------     -----------     ------------
(Dollars in Thousands)

<S>                                                  <C>              <C>            <C>               <C>           <C>
Net sales                                            $   259,230      $    4,161     $    2,835        $  (2,835)    $   263,391
Cost of sales                                           (211,602)         (2,504)        (3,123)           3,123        (214,106)
                                                     -----------      ----------     ----------        ---------     -----------
Gross profit                                              47,628           1,657           (288)             288          49,285
Other income                                                   0          12,765             25          (12,790)              0
Selling, administrative, and general expenses            (42,314)           (723)             0           12,765         (30,272)
Income from joint venture                                    275               0              0                0             275
                                                     -----------      ----------     ----------        ---------     -----------
Operating income before dividing with Pro-Fac              5,589          13,699           (263)             263          19,288
Interest (expense)/income                                (21,188)          1,970              0                0         (19,218)
                                                     -----------      ----------     ----------        ---------     -----------
Pretax (loss)/income before dividing with Pro-Fac        (15,599)         15,669           (263)             263              70
Pro-Fac share of income                                      (34)              0              0                0             (34)
                                                     -----------      ----------     ----------        ---------     -----------
(Loss)/income before taxes                               (15,633)         15,669           (263)             263              36
Tax benefit/(provision)                                    5,739          (5,633)          (120)               0             (14)
                                                     -----------      ----------     ----------        ---------     -----------
Net (loss)/income                                    $    (9,894)     $   10,036     $     (383)       $     263     $        22
                                                     ===========      ==========     ==========        =========     ===========
</TABLE>
<TABLE>

                                                                                   Statement of Cash Flows
                                                                          For the Quarter Ended September 23, 2000
                                                          -------------------------------------------------------------------------
                                                            Agrilink      Guarantor     Non-Guarantor    Eliminating
                                                           Foods, Inc.   Subsidiaries   Subsidiaries       Entries     Consolidated
                                                          ------------   ------------   -------------    -----------   ------------
(Dollars in Thousands)

<S>                                                        <C>           <C>          <C>             <C>               <C>
Net (loss)/income                                          $  (9,894)    $  10,036    $     (383)     $      263        $       22
Adjustments to reconcile net (loss)/income to net
   cash (used in)/provided by operating activities -
     Depreciation                                              7,501           149            77               0             7,727
     Amortization of goodwill and other intangible assets      2,457            57             0               0             2,514
     Amortization of debt issue costs, amendment costs,
       and discount on subordinated promissory note            1,159             0             0               0             1,159
     Interest-in-kind on subordinated promissory note            402             0             0               0               402
     Equity in undistributed earnings of joint venture          (275)            0             0               0              (275)
     Change in working capital                               (84,711)       (9,690)          564            (263)          (94,100)
                                                           ---------     ---------    ----------      ----------        ----------
Net cash (used in)/provided by operating activities          (83,361)          552           258               0           (82,551)

Cash flows from investing activities:
   Purchase of property, plant, and equipment                 (6,940)         (650)            0               0            (7,590)
   Proceeds from disposals                                     5,050             0             3               0             5,053
   Proceeds from investment in CoBank                            976             0             0               0               976
                                                           ---------     ---------    ----------      ----------        ----------
Net cash (used in)/provided by investing activities             (914)         (650)            3               0            (1,561)

Cash flows from financing activities:
   Net proceeds from short-term debt                          93,300             0             0               0            93,300
   Payments on long-term debt                                 (6,184)            0             0               0            (6,184)
   Cash paid for debt amendments                              (1,730)            0             0               0            (1,730)
                                                           ---------     ---------    ----------      ----------        ----------
Net cash provided by financing activities                     85,386             0             0               0            85,386
Net change in cash and cash equivalents                        1,111           (98)          261               0             1,274
Cash and cash equivalents at beginning of period               4,785           209             0               0             4,994
                                                           ---------     ---------    ----------      ----------        ----------
Cash and cash equivalents at end of period                 $   5,896     $     111    $      261      $        0        $    6,268
                                                           =========     =========    ==========      ==========        ==========

</TABLE>

<PAGE>


NOTE 8. OTHER MATTERS

Restructuring:  On June 23, 2000,  the Company sold its pickle  business to Dean
Pickle and Specialty Product Company. Agrilink Foods had agreed to contract pack
Nalley and Farman's pickle products for a period of two years, ending June 2002.
As Dean  Pickle and  Specialty  Product  Company  will no longer  require  these
co-pack   services,   the  Company   announced   restructuring   activities  for
approximately 140 employees in that facility located in Tacoma,  Washington. The
total restructuring  charge amounted to $1.1 million and was primarily comprised
of employee termination benefits. The majority of such termination benefits will
be liquidated during the next 12 months.

In addition,  on October 12, 2001, the Company  announced a further reduction of
approximately   7  percent  of  its  nationwide   workforce,   for  a  total  of
approximately  300  positions.  The  reductions  are part of an ongoing focus on
low-cost  operations  and  include  both  salaried  and  hourly  positions.   In
conjunction  with the  reductions,  the  Company  will  record a charge  against
earnings of  approximately  $1.5  million in the second  quarter of fiscal 2002,
primarily  comprising  employee  termination  benefits.  Reductions in personnel
include  operational and administrative  positions and, net of the restructuring
charge,  are  expected to improve  fiscal 2002  earnings by  approximately  $5.0
million.

Gain from  Pension  Curtailment:  During  September  2001,  the Company made the
decision to freeze benefits provided under its Master Salaried  Retirement Plan.
Under  the  provisions  of  SFAS  No.  88,   "Accounting   for  Settlements  and
Curtailments of Defined  Benefit  Pension Plans and for  Termination  Benefits,"
these  benefit  changes  resulted  in  the  recognition  of a $2.5  million  net
curtailment gain.

Legal  Proceedings:  On September  25, 2001,  in the circuit  court of Multnomah
County,  Oregon,  Blue Line Farms  commenced  a class  action  suit  against the
Company,   Pro-Fac  Cooperative,   Inc.,  Mr.  Mike  Shelby,  and  "Does"  1-50,
representing directors, officers, and agents of the corporate defendants.

The complaint  alleges (i) fraud in operating PF Acquisitions II, Inc., a former
subsidiary  of Pro-Fac,  that  conducted  business  under the name of AgriFrozen
Foods  ("AgriFrozen");  (ii) breach of fiduciary  duty in operating  AgriFrozen;
(iii)  negligent  misrepresentation  in  operating  AgriFrozen;  (iv)  breach of
contract  against  Pro-Fac;  (v) breach of good faith and fair  dealing  against
Pro-Fac;  (vi)  conversion  against Pro-Fac and the Company;  (vii)  intentional
interference  with a contract  against the Company;  and (viii) statutory Oregon
securities law violations against Pro-Fac and separately against Mr. Shelby.

The relief  sought  includes  (i) a demand for an  accounting;  (ii)  injunctive
relief to compel the disclosure of documents;  (iii) certification of the class;
(iv) damages of $50 million;  (v) prejudgment and  post-judgment  interest;  and
(vi) an award of costs and expenses including expert fees and attorney's fees.

Management  believes this case is without merit and intends to defend vigorously
its position.

               CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

From time to time,  the  Company  makes  oral and  written  statements  that may
constitute  "forward-looking  statements"  as defined in the Private  Securities
Litigation  Reform Act of 1995 (the  "Act") or by the  Securities  and  Exchange
Commission ("SEC") in its rules, regulations,  and releases. The Company desires
to take advantage of the "safe harbor" provisions in the Act for forward-looking
statements  made  from  time  to  time,  including,  but  not  limited  to,  the
forward-looking information contained in Management's Discussion and Analysis of
Financial  Condition and Results of Operations and other statements made in this
Form 10-Q and in other filings with the SEC.

The Company cautions readers that any such forward-looking statements made by or
on behalf of the  Company are based on  management's  current  expectations  and
beliefs but are not  guarantees  of future  performance.  Actual  results  could
differ  materially  from  those  expressed  or  implied  in the  forward-looking
statements. Factors that could impact the Company follow:

*    the impact of strong competition in the food industry;

*    the impact of changes in consumer demand;

*    the impact of weather on the volume and quality of raw product;

*    the  inherent  risks  in  the  marketplace   associated  with  new  product
     introductions, including uncertainties about trade and consumer acceptance;
<PAGE>
*    the  continuation  of  the  Company's  success  in  integrating  operations
     (including the  realization of anticipated  synergies in operations and the
     timing of any such  synergies),  and the  availability  of acquisition  and
     alliance opportunities;

*    the Company's  ability to achieve gains in productivity and improvements in
     capacity utilization; and

*    the Company's ability to service debt.

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The purpose of this discussion is to outline the significant reasons for changes
in the Unaudited Consolidated Statement of Operations, Accumulated Earnings, and
Comprehensive Income in the first quarter of fiscal 2002 versus fiscal 2001.

Agrilink  Foods,  Inc.  ("Agrilink  Foods" or the  "Company")  has four  primary
product lines: vegetables, fruits, snacks and canned meals. The majority of each
of the product lines' net sales are within the United States.  In addition,  the
Company's operating  facilities,  excluding one in Mexico, are within the United
States.

The  vegetable  product  line  consists of canned and frozen  vegetables,  chili
beans, and various other products. Branded products within the vegetable product
line include Birds Eye, Birds Eye Voila!, Birds Eye Simply Grillin',  Freshlike,
Veg-All,  McKenzies,  and Brooks Chili Beans. The fruit product line consists of
canned and frozen fruits including fruit fillings and toppings. Branded products
within the fruit category  include  Comstock and  Wilderness.  The snack product
line consists of potato chips, popcorn and other corn-based snack items. Branded
products  within the snack  category  include  Tim's  Cascade  Chips,  Snyder of
Berlin,  Husman,  La Restaurante,  Erin's,  Beehive,  Pops-Rite,  Super Pop, and
Flavor Destinations.  The canned meal product line includes canned meat products
such as chilies,  stews,  soups, and various other ready-to-eat  prepared meals.
Branded products within the canned meal category  include Nalley.  The Company's
other product line primarily represents salad dressings. Branded products within
this category include Bernstein's and Nalley.

The following  tables  illustrate  the results of operations by product line for
the three-month period ended September 29, 2001 and September 23, 2000.

EBITD 1, 2
(Dollars in Millions)
                                        Quarter Ended
                         ------------------------------------------
                             September 29,         September 23,
                                 2001                  2000
                         -------------------     ------------------
                                      % of                    % of
                             $        Total          $        Total
                          ------      -----       -------     -----

Vegetables                $ 10.1       47.6%      $ 17.8       60.6%
Fruits                       5.3       25.0          4.6       15.6
Snacks                       2.2       10.4          2.8        9.5
Canned Meals                 2.4       11.3          2.8        9.5
Other                        1.2        5.7          1.4        4.8
                          ------      -----       ------      ------
     Total                $ 21.2      100.0%      $ 29.4      100.0%
                          ======      =====       ======      =====

1    Earnings before interest, taxes, depreciation,  and amortization ("EBITDA")
     is  defined  as the sum of pretax  income  before  dividing  with  Pro-Fac,
     interest  expense,  depreciation  and  amortization  of goodwill  and other
     intangibles.

     EBITDA  should not be considered  as an  alternative  to net income or cash
     flows from operations or any other generally accepted accounting principles
     measure of performance or as a measure of liquidity.

     EBITDA  is  included  herein  because  the  Company  believes  EBITDA  is a
     financial  indicator  of a  company's  ability to service  debt.  EBITDA as
     calculated  by Agrilink  Foods may not be  comparable  to  calculations  as
     presented by other companies.

2    Excludes  gain  from  pension  curtailment  and  the  restructuring  charge
     associated  with the Company's  former pickle  business.  See NOTE 8 to the
     "Notes to Consolidated Financial Statements."

<PAGE>

Net Sales
(Dollars in Millions)

                                            Quarter Ended
                           ---------------------------------------------
                               September 29,           September 23,
                                   2001                    2000
                           --------------------   ----------------------
                                         % of                    % of
                               $        Total         $          Total
                           --------    --------    -------      -------

Vegetables                 $ 176.5       70.8%    $ 190.3         72.3%
Fruits                        28.3       11.4        26.4         10.0
Snacks                        22.4        9.0        22.5          8.5
Canned Meals                  12.4        5.0        13.1          5.0
Other                          9.6        3.8        11.1          4.2
                           -------      -----     --------       -----
     Total                 $ 249.2      100.0%    $ 263.4        100.0%
                           =======      =====     ========       =====

Operating Income 1, 2
(Dollars in Millions)

                                            Quarter Ended
                           ---------------------------------------------
                               September 29,           September 23,
                                   2001                    2000
                           --------------------   ----------------------
                                         % of                    % of
                               $        Total         $          Total
                            ------     --------    -------       -----

Vegetables                 $   4.5       33.8%    $   10.4        53.9%
Fruits                         4.2       31.6          3.9        20.2
Snacks                         1.5       11.3          1.7         8.8
Canned Meals                   2.2       16.5          2.5        13.0
Other                          0.9        6.8          0.8         4.1
                           -------      -----     --------      ------
     Total                 $  13.3      100.0%    $   19.3       100.0%
                           =======      =====     ========      ======


1    Excludes  gain  from  pension  curtailment  and  the  restructuring  charge
     associated  with the Company's  former pickle  business.  See NOTE 8 to the
     "Notes to Consolidated Financial Statements."

2    In accordance with SFAS No. 142, goodwill is no longer amortized.  Goodwill
     amortization associated wit the vegetable, fruit, snacks, canned meals, and
     other  product lines was $1.7 million,  $0.1  million,  $0.1 million,  $0.2
     million,  and $0.1  million,  respectively,  in the first quarter of fiscal
     2001. See NOTE 2 to the "Notes to Consolicated Financial Statements."

       CHANGES FROM FIRST QUARTER FISCAL 2001 TO FIRST QUARTER FISCAL 2002

During the first quarter of fiscal 2002, net income  decreased $1.3 million from
the first quarter of fiscal 2001. During this same period,  EBITDA declined $8.2
million,  or 27.9  percent.  Significant  components  to the earnings and EBITDA
decline include unfavorable  production costs from the previous year,  marketing
expenses  associated with a new product launch,  and warehousing costs due to an
increase in  inventory  levels  carried in from the prior year.  While net sales
showed a decline of $14.2 million or 5.4 percent during this same period,  $13.1
million is  associated  with a co-pack  agreement  for canned  vegetables in the
Midwest.  Excluding  this  co-pack  agreement,  the  Company's  net  sales  were
consistent with the prior year, while the total frozen vegetable category in the
12-week period ending September 16, 2001,  showed a decline of approximately 5.0
percent.  In total,  the  Company's  overall  market share for the first quarter
showed an  improvement of 1.7 points.  The Company  estimates its overall market
share for the 12-week period ending September 16, 2001 for frozen  vegetables to
be 33.7 percent. The Company's overall market share includes branded retail unit
sales, as reported by Information Resources,  Inc., and management's estimate of
the  Company's  private  label share based upon  factory  shipments.  A detailed
accounting  of the  significant  reasons  for changes in net sales and EBITDA by
product line follows.

While vegetable net sales decreased $13.8 million or 7.3 percent,  $13.1 million
is associated  with the co-pack  agreement  highlighted  above.  Excluding  this
arrangement,  vegetable  net sales  showed a modest  decrease  of $0.7  million.
Improvements  in the branded  business of $7.2  million  offset  declines in the
non-branded business of $7.9 million.  During the first quarter,  Agrilink Foods
executed a price increase across all non-branded vegetable commodities to offset
industry wide cost increases. This price increase resulted in a

<PAGE>
loss of volume  during the quarter in the  non-branded  portion of the business.
Subsequent to Agrilink Foods' price increase,  several competitors have followed
with similar pricing structures.

Within  the  branded  category,  the  launch of Birds  Eye  Simply  Grillin',  a
preseasoned blend of top quality Birds Eye vegetables in a foil tray,  accounted
for $4.2 million of  increased  net sales.  In addition,  net sales of Birds Eye
frozen vegetables increased  approximately $5.3 million. For the 12- week period
ending  September  16,  2001,  the Birds Eye brand  retail unit sales  increased
approximately 4.0 percent.  Unit sales of the Company's largest  competitor,  as
reported by Information  Resources,  Inc.,  decreased  approximately 6.0 percent
during this same time period.

Net sales for the Company's Birds Eye Voila! product line decreased $1.4 million
over the first  quarter of fiscal 2001.  As reported by  Information  Resources,
Inc.,  the entire  home-meal-replacement  category  declined  approximately  5.0
percent  for the  12-week  period  ended  September  16,  2001.  Management  has
initiated  actions to address this decline in net sales and expects  improvement
going forward.

EBITDA for the vegetable  product line  declined  $7.7 million  during the first
quarter  of fiscal  2002 as  compared  to the prior  year.  $5.0  million of the
decline is associated with marketing costs related to the retail launch of Birds
Eye Simply  Grillin'.  In addition,  increased  warehousing and production costs
negatively  impacted  results.   Management  anticipates   improvements  in  its
warehousing and production costs beginning in the second quarter.

Net sales for the fruit product line  increased  $1.9  million,  or 7.2 percent,
while EBITDA increased $0.7 million,  or 15.2 percent.  These  improvements were
led by increases in branded fillings and toppings due to the timing of sales and
promotional  activity with several customers.  In addition,  the introduction of
Birds Eye Squeezle-Sauz, applesauce in a tube, accounted for $1.1 million of the
increase in net sales.

Net sales for the snack product line showed a modest decline of $0.1 million, or
0.4 percent. Improvements in net sales within the potato chip category were $0.7
million, while the popcorn product line decreased $0.8 million.  EBITDA declined
$0.6 million or 21.4 percent.  The popcorn  category  continues to be negatively
impacted  by  competitive  pressures  and changes in product  mix. In  addition,
EBITDA of the potato chip category was negatively  affected by costs  associated
with expansion into new markets and additional  manufacturing  costs  associated
with the  transition of Tim's  Cascade Style Potato Chips to a larger  facility.
The additional  costs associated with the transition to the new facility are not
expected to continue during the second half of fiscal 2002.

Net sales for canned meals decreased $0.7 million, or 5.3 percent,  while EBITDA
decreased  $0.4  million,  or 14.3  percent.  These  reductions  are a result of
declines in volume and timing of various marketing initiatives.

The other  product line net sales,  primarily  represented  by salad  dressings,
decreased $1.5 million, or 13.5 percent, while EBITDA decreased $0.2 million, or
14.3 percent.  Declines in volume  within the branded and club store  categories
accounted for the decreases experienced.

Selling,  Administrative,  and General Expenses:  Selling,  administrative,  and
general expenses have increased $2.6 million,  or 8.5 percent,  as compared with
the  first  quarter  of  the  prior  fiscal  year.  The  increase  is  primarily
attributable  to a  $5.0  million  increase  in  marketing  expenses  which,  as
highlighted  above,  was  associated  with the retail launch of Birds Eye Simply
Grillin'.  This increase was offset by a $2.2 million  reduction in amortization
expense  from  the  implementation  of the  Statement  of  Financial  Accounting
Standard  ("SFAS") No. 142. See NOTE 2 to the "Notes to  Consolidated  Financial
Statements."

Operating  Income:  Operating  income,  excluding  non-recurring  items  and the
implementation  of SFAS No.  142,  decreased  from  $21.5  million  in the first
quarter of fiscal  2001 to $13.3  million in the first  quarter of fiscal  2002.
This represents a decrease of $8.2 million.  Declines in operating income within
vegetables,  snacks, and canned meals were $7.6 million,  $0.3 million, and $0.5
million,  respectively.  The increase within fruits was $0.2 million.  The other
product  line was  consistent  with the prior year.  Significant  variances  are
highlighted above in the discussion of EBITDA and net sales.

Restructuring:  On June 23, 2000,  the Company sold its pickle  business to Dean
Pickle and Specialty Product Company. Agrilink Foods had agreed to contract pack
Nalley and Farman's pickle products for a period of two years, ending June 2002.
As Dean  Pickle and  Specialty  Product  Company  will no longer  require  these
co-pack   services,   the  Company   announced   restructuring   activities  for
approximately 140 employees in that facility located in Tacoma,  Washington. The
total restructuring  charge amounted to $1.1 million and was primarily comprised
of employee termination benefits. The majority of such termination benefits will
be liquidated during the next 12 months.
<PAGE>
Gain from  Pension  Curtailment:  During  September  2001,  the Company made the
decision to freeze benefits provided under its Master Salaried  Retirement Plan.
Under  the  provisions  of  SFAS  No.  88,   "Accounting   for  Settlements  and
Curtailments of Defined  Benefit  Pension Plans and for  Termination  Benefits,"
these  benefit  changes  resulted  in  the  recognition  of a $2.5  million  net
curtailment gain.

Income from Joint Venture:  This amount  represents  earnings  received from the
investment in Great Lakes Kraut LLC, a joint venture between  Agrilink Foods and
Flanagan  Brothers,  Inc. There has been no significant change in the operations
of the joint  venture for the first quarter of fiscal 2002 compared to the prior
year.

Interest  Expense:  Interest  expense of $19.2  million in the first  quarter of
fiscal 2002 was  consistent  with that of the prior year.  Interest  expense was
positively  impacted by a decrease in the weighted  average  interest rate of 63
basis points, resulting from general interest rate reductions. However, interest
expense was negatively  impacted by a supplemental  fee of $1.5 million required
in conjunction with the Company's  credit facility.  See NOTE 5 of the "Notes to
Consolidated Financial Statements."

Pro-Fac Share of Income: The Company's contractual  relationship with Pro-Fac is
defined in the Pro-Fac Marketing and Facilitation  Agreement (the  "Agreement").
Under the  Agreement,  in any year in which the Company has earnings on products
which were processed from crops supplied by Pro-Fac  ("Pro-Fac  Products"),  the
Company pays to Pro-Fac,  as  additional  patronage  income,  90 percent of such
earnings,  but in no case more than 50  percent of all  pretax  earnings  of the
Company.  In years in which the  Company  has  losses on Pro-Fac  Products,  the
Company reduces the commercial market value it would otherwise pay to Pro-Fac by
90 percent of such losses,  but in no case by more than 50 percent of all pretax
losses of the  Company.  Earnings  and losses are  determined  at the end of the
fiscal year, but are accrued on an estimated basis during the year.

In fiscal  2002,  it is  currently  estimated  that 90  percent of  earnings  on
patronage products will exceed 50 percent of all pretax earnings of the Company;
accordingly, the Pro-Fac (loss)/share of income has been recognized at a maximum
of 50 percent of pretax (loss)/earnings of the Company.

Tax  Benefit/(Provision):  The benefit for income taxes increased  approximately
$1.0  million  from the prior year as a result of the change in earnings  before
tax. The Company's  effective tax rate has historically been negatively impacted
by the non-deductibility of certain amounts of goodwill.

                         LIQUIDITY AND CAPITAL RESOURCES

The  following  discussion  highlights  the major  variances  in the  "Unaudited
Consolidated  Statement  of Cash  Flows" for the first  quarter  of fiscal  2002
compared to the first quarter of fiscal 2001.

Net cash used in operating  activities  increased  $41.1  million over the first
quarter of the prior  fiscal  year.  This  increase  primarily  results  from an
increase in cash used to liquidate  accounts payable and other accruals of $22.4
million,  the most  significant  component  of which was the payment on August 1
2001 of the  remaining  balance  of the  purchase  price  for  AgriFrozen  Foods
inventory of $21.6 million. In addition,  inventories increased $10.1 million as
a result of the timing of crop intake,  and planned  increases in  production as
compared to the prior year.  Due to weather  conditions in the prior year,  crop
intake was significantly delayed in fiscal 2001.

Net cash used in  investing  activities  in the  first  quarter  of fiscal  2002
increased  $0.6  million from the first  quarter of fiscal 2001.  The change was
primarily  a result of $5.0  million  in  proceeds  received  in fiscal  2001 in
conjunction with the sale of pickle machinery and equipment offset by timing and
a reduction of equipment purchases in fiscal 2002.

Net cash provided by financing activities increased $40.8 million.  This was due
to an increase in the net cash used in operating  activities as described  above
and the decrease in payments on long-term  debt  associated  with a $3.2 million
mandatory  prepayment in fiscal 2001 as a result of the sale of pickle machinery
and equipment.

Borrowings:  Under the  Company's  credit  facility,  Agrilink  Foods is able to
borrow up to $200  million  for  seasonal  working  capital  purposes  under the
Revolving Credit Facility. The Revolving Credit Facility may also be utilized in
the form of letters of credit.

As of September 29, 2001, (i) cash  borrowings  outstanding  under the Revolving
Credit Facility were $130.9 million, (ii) there were $13.4 million in letters of
credit outstanding, and (iii) additional availability under the Revolving Credit
Facility,  after  taking into  account the amount of  borrowings  and letters of
credit  outstanding was $55.7 million.  The Company  believes that the cash flow
generated by operations  and the amounts  available  under the Revolving  Credit
Facility  provide  adequate  liquidity to fund working capital needs and capital
expenditures.
<PAGE>
Certain  financing  arrangements  require that  Pro-Fac and Agrilink  Foods meet
certain  financial  tests and ratios and comply with  certain  restrictions  and
limitations.  During the first quarter of fiscal 2002, the Company negotiated an
amendment to the covenants outlined under its credit facility. See NOTE 5 of the
"Notes  to  Consolidated  Financial  Statements"  for  further  details.  As  of
September  29,  2001,  Pro-Fac  and  the  Company  are in  compliance  with  all
covenants,  restrictions, and limitations under the terms of the credit facility
as amended.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company, as a result of its operating and financing  activities,  is exposed
to changes in foreign currency exchange rates,  certain  commodity  prices,  and
interest  rates,  which may  adversely  affect  its  results of  operations  and
financial  position.  In seeking to minimize the risks  and/or costs  associated
with such activities, the Company may enter into derivative contracts.

Foreign  Currency:  The  Company  manages  its  foreign  currency  related  risk
primarily through the use of foreign currency forward  contracts.  The contracts
held by the Company are denominated in Mexican pesos.

The  Company  has entered  into  foreign  currency  forward  contracts  that are
designated  as cash flow  hedges of  exchange  rate risk  related to  forecasted
foreign  currency-denominated  intercompany  sales.  At September 29, 2001,  the
Company had cash flow hedges for the Mexican peso with  maturity  dates  ranging
from October 2001 to May 2002. At September 29, 2001, the fair value of the open
contracts was an after-tax gain of $0.2 million,  recorded in accumulated  other
comprehensive  income in shareholder's  equity.  Amounts deferred to accumulated
other  comprehensive  income will be reclassified into cost of goods sold within
the next 12 months. During the first quarter of fiscal 2002,  approximately $0.2
million was reclassified from other comprehensive  income to cost of goods sold.
Hedge ineffectiveness was insignificant.

                                                     Foreign Currency
                                                          Forward
                                                   -------------------

Contract amounts                                     100,000,000 Pesos
Weighted average settlement exchange rate                 10.891%

Interest Rates:  The Company is exposed to interest rate risk primarily  through
its borrowing activities. The majority of the Company's long-term borrowings are
variable rate  instruments.  During October 1998,  the Company  entered into two
interest  rate swap  contracts  under which the Company  agrees to pay an amount
equal to a specified fixed rate of interest times a notional  principal  amount,
and to  receive  in return  an  amount  equal to a  specified  variable  rate of
interest times the same notional  principal amount.  The notional amounts of the
contract are not exchanged and no other cash payments are made. The two interest
rate swap  contracts  were entered into with a major  financial  institution  in
order to minimize credit risk.

The first  interest  rate swap  contract  requires  payment  of a fixed  rate of
interest  (4.96  percent)  and the  receiving  of a  variable  rate of  interest
(three-month  LIBOR of 3.82  percent as of  September  29, 2001) on $150 million
notional  amount of  indebtedness.  The Company has a second  interest rate swap
contract to pay a fixed rate of interest  (5.32  percent) and receive a variable
rate of interest (three-month LIBOR of 3.82 percent as of September 29, 2001) on
$100 million  notional amount of  indebtedness.  Approximately 61 percent of the
underlying debt is being hedged with these interest rate swaps.

The Company  designates  these interest rate swap contracts as cash flow hedges.
The  fair  value  of  the  cash  flow  hedge  is  generally  deferred  to  other
comprehensive income and reclassified into interest expense over the life of the
hedge.  However,  to the extent that any of these  contracts are not  considered
effective in offsetting  the change in the value of the interest  payments being
hedged,  any changes in fair value relating to the ineffective  portion of these
contracts are  immediately  recognized in income.  At September 29, 2001,  these
interest rate swap contracts were not considered  effective,  and the fair value
of the contracts, an immaterial after-tax loss, was reported in earnings.

The following is a summary of the Company's interest rate swap agreements:

                                                       September 29, 2001
                                                      ---------------------
Interest Rate Swap:
Variable to Fixed - notional amount                       $250 million
Average pay rate                                          4.96 - 5.32%
Average receive rate                                  Floating rate - 3.82%
Maturities through                                        October 2001

<PAGE>

In anticipation  of the expiration of the interest rate swap contracts  outlined
above,  the Company  entered into an interest  rate cap  agreement  with a major
financial  institution  on  September  27,  2001.  The Company  designates  this
interest  rate cap  contract as a cash flow hedge.  The cap  agreement  is for a
period of two  years,  effective  October 5, 2001,  and covers  $250  million in
variable  rate debt and protects  against  three-month  LIBOR rates  exceeding 5
percent.  Approximately  61 percent  of the  Company's  underlying  debt will be
hedged with this cap. In return for the cap,  the Company paid a one-time fee of
approximately  $0.6  million  that will be marked to market over the life of the
interest  rate cap.  Changes in the cap's fair value will be  deferred  to other
comprehensive  income and  reclassified  to earnings  when a hedged  transaction
occurs.

The following summarizes the Company's interest rate cap:

                                                September 29, 2001
                                            ---------------------------

Notional amount                                    $250,000,000
Premium paid                                         $638,000
Cap rate                                               5.0%
Index                                              3-Month LIBOR
Term                                        October 2001 - October 2003

OTHER MATTERS

Restructuring:  On June 23, 2000,  the Company sold its pickle  business to Dean
Pickle and Specialty Product Company. Agrilink Foods had agreed to contract pack
Nalley and Farman's pickle products for a period of two years, ending June 2002.
As Dean  Pickle and  Specialty  Product  Company  will no longer  require  these
co-pack   services,   the  Company   announced   restructuring   activities  for
approximately 140 employees in that facility located in Tacoma,  Washington. The
total restructuring  charge amounted to $1.1 million and was primarily comprised
of employee termination benefits. The majority of such termination benefits will
be liquidated during the next 12 months.

In addition,  on October 12, 2001, the Company  announced a further reduction of
approximately   7  percent  of  its  nationwide   workforce,   for  a  total  of
approximately  300  positions.  The  reductions  are part of an ongoing focus on
low-cost  operations  and  include  both  salaried  and  hourly  positions.   In
conjunction  with the  reductions,  the  Company  will  record a charge  against
earnings of  approximately  $1.5  million in the second  quarter of fiscal 2002,
primarily  comprising  employee  termination  benefits.  Reductions in personnel
include  operational and administrative  positions and, net of the restructuring
charge,  are  expected to improve  fiscal 2002  earnings by  approximately  $5.0
million.

Short- and Long-Term  Trends:  The vegetable and fruit  portions of the business
can be positively or negatively  affected by weather  conditions  nationally and
the resulting impact on crop yields.  Favorable  weather  conditions can produce
high crop yields and an oversupply situation.  This results in depressed selling
prices and reduced  profitability  on the  inventory  produced  from that year's
crops.  Excessive  rain or drought  conditions can produce low crop yields and a
shortage  situation.  This  typically  results  in  higher  selling  prices  and
increased  profitability.  While the  national  supply  situation  controls  the
pricing, the supply can differ regionally because of variations in weather.

For the 2001 crop season,  dry weather  conditions in the Company's New York and
Midwest growing regions may negatively impact  production costs.  Management has
initiated  pricing  actions  and cost  reduction  initiatives  in order to fully
offset any crop-related  production cost increases;  however,  the effect of the
2001 growing season on fiscal 2002 financial  results cannot be estimated  until
late 2001 or early calendar 2002 when  harvesting is complete and when local and
national supplies can be determined.

                            MARKET AND INDUSTRY DATA

Unless otherwise  stated herein,  industry and market share data used throughout
this discussion was derived from industry  sources believed by the Company to be
reliable including information provided by Information Resources, Inc. Such data
was obtained or derived  from  consultants'  reports and industry  publications.
Consultants'  reports  and  industry  publications   generally  state  that  the
information  contained  therein has been  obtained  from sources  believed to be
reliable,  but that the accuracy and  completeness  of such  information  is not
guaranteed.  The Company has not  independently  verified such data and makes no
representation to its accuracy.

<PAGE>
                                     PART II

ITEM 1 - LEGAL PROCEEDINGS

On September 25, 2001, in the circuit court of Multnomah  County,  Oregon,  Blue
Line  Farms  commenced  a  class  action  suit  against  the  Company,   Pro-Fac
Cooperative,  Inc., Mr. Mike Shelby,  and "Does" 1-50,  representing  directors,
officers, and agents of the corporate defendants.

The complaint alleges (i) fraud in operating AgriFrozen,  a former subsidiary of
Pro-Fac; (ii) breach of fiduciary duty in operating AgriFrozen;  (iii) negligent
misrepresentation  in  operating  AgriFrozen;  (iv) breach of  contract  against
Pro-Fac;  (v)  breach  of good  faith and fair  dealing  against  Pro-Fac;  (vi)
conversion against Pro-Fac and the Company; (vii) intentional  interference with
a contract  against the Company;  and (viii)  statutory  Oregon  securities  law
violations against Pro-Fac and separately against Mr. Shelby.

The relief  sought  includes  (i) a demand for an  accounting;  (ii)  injunctive
relief to compel the disclosure of documents;  (iii) certification of the class;
(iv) damages of $50 million;  (v) prejudgment and  post-judgment  interest;  and
(vi) an award of costs and expenses including expert fees and attorney's fees.

Management  believes this case is without merit and intends to defend vigorously
its position.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

<TABLE>
     (a) Exhibits

                Exhibit Number                                       Description
                --------------     ------------------------------------------------------------------------------------------

                     <S>           <C>
                     10.1          Amendment  to  Agrilink  Foods,  Inc.  Master  Salaried  Retirement  Plan (filed herewith).


                     99.1          Pro-Fac Cooperative, Inc. Financial Statements for the Quarterly Period
                                   Ended September 29, 2001.

     (b) Reports on Form 8-K:

         On September 13, 2001, the Company filed a report on Form 8-K to report
         on financial information presented to attendees of Pro-Fac
         Cooperative's regional year-end meetings for members and to
         participants of Agrilink Foods' year-end investor conference call.

</TABLE>

<PAGE>









                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.



                                                  AGRILINK FOODS, INC.



Date: November 13, 2001                By:/s/       Earl L. Powers
      -----------------                   -----------------------------------
                                                    EARL L. POWERS
                                         EXECUTIVE VICE PRESIDENT FINANCE AND
                                              CHIEF FINANCIAL OFFICER
                                         (On Behalf of the Registrant and as
                                              Principal Financial Officer
                                           and Principal Accounting Officer)