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                               Page 1 of 12 Pages



                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    Form 10-Q


          Quarterly Report under Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

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

                For the quarterly period ended December 27, 1997

                                       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 33-56517


                              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 14602-0670
               (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 January 15, 1998.

                              Common Stock: 10,000

<PAGE>


                                        2

                          PART I. FINANCIAL INFORMATION

ITEM I.  FINANCIAL STATEMENTS

<TABLE>
Agrilink Foods, Inc.
Consolidated Statement of Operations
(Unaudited)

(Dollars in Thousands)
<CAPTION>

                                                                   Three Months Ended                    Six Months Ended
                                                              December 27,     December 28,       December 27,        December 28,
                                                                  1997             1996              1997                 1996
<S>                                                            <C>              <C>                 <C>                 <C>
Net sales                                                      $202,672         $208,186            $379,069            $382,186
Cost of sales                                                  (140,092)        (148,630)           (270,840)           (280,939)
Gross profit                                                     62,580           59,556             108,229             101,247
Selling, administrative, and general expense                    (41,463)         (41,934)            (74,253)            (74,850)
Gain on sale of Finger Lakes Packaging                                0            3,565                   0               3,565
Other Income                                                        960                0                 960                   0
Operating income before dividing with Pro-Fac                    22,077           21,187              34,936              29,962
Interest expense                                                 (7,969)          (9,385)            (15,607)            (18,760)
Pretax income before dividing with Pro-Fac and
   before cumulative effect of an accounting change              14,108           11,802              19,329              11,202
Pro-Fac share of income before cumulative effect of
   an accounting change                                          (7,054)          (5,429)             (9,665)             (5,153)
Income before taxes and cumulative effect of an
   accounting change                                              7,054            6,373               9,664               6,049
Tax provision                                                    (3,204)          (2,669)             (4,397)             (2,742)
Income before cumulative effect of an accounting
   change                                                         3,850            3,704               5,267               3,307
Cumulative effect of an accounting change before
   dividing with Pro-Fac                                              0                0                   0               4,516
Pro-Fac share of accounting change                                    0                0                   0              (2,630)
Net income                                                     $  3,850         $  3,704            $  5,267          $    5,193

<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>
<PAGE>
                                                                 3
<TABLE>
Agrilink Foods, Inc.
Consolidated Balance Sheet
(Unaudited)

(Dollars in Thousands)                                         ASSETS
<CAPTION>

                                                                       December 27,           June 28,           December 28,
                                                                           1997                 1997                  1996

<S>                                                                     <C>                  <C>                   <C>
Current assets:
  Cash and cash equivalents                                             $  6,676             $  2,836            $    7,653
   Accounts receivable trade, net                                         59,209               48,661                57,633
   Accounts receivable, other                                              2,655                2,813                 6,942
   Inventories -
     Finished goods                                                      138,318               87,904               142,545
     Raw materials and supplies                                           32,161               27,001                35,128
       Total inventories                                                 170,479              114,905               177,673
   Current investment in Bank                                                316                  946                     0
   Prepaid manufacturing expense                                               0                8,265                     0
   Prepaid expenses and other current assets                              12,519                6,323                 9,243
   Current deferred tax asset                                              8,198                8,198                 7,988
       Total current assets                                              260,052              192,947               267,132
Investment in Bank                                                        24,320               24,321                24,439
Investment in Great Lakes Kraut Company                                    7,545                    0                     0
Property, plant, and equipment, net                                      208,102              217,923               250,002
Assets held for sale                                                       3,453                3,259                   903
Goodwill and other intangibles, net                                       94,551               96,429                99,842
Other assets                                                              13,910                7,682                11,303
       Total assets                                                     $611,933             $542,561              $653,621

                      LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
   Notes payable                                                        $ 58,700             $      0             $  24,000
   Current portion of obligations under capital leases                       558                  558                   547
   Current portion of long-term debt                                       8,071                8,075                 8,075
   Accounts payable                                                       42,533               49,231                44,373
   Income taxes payable                                                    6,760                5,152                 6,359
   Accrued interest                                                        8,717                8,540                 9,444
   Accrued employee compensation                                           9,265               11,063                 8,551
   Accrued manufacturing expense                                           1,601                    0                 2,771
   Other accrued expenses                                                 26,274               21,956                30,234
   Due to Pro-Fac                                                          7,180                4,312                12,323
       Total current liabilities                                         169,659              108,887               146,677
Obligations under capital leases                                             817                  817                 1,125
Long-term debt                                                            66,188               62,829               133,342
Senior subordinated notes                                                160,000              160,000               160,000
Deferred income tax liabilities                                           40,902               40,902                47,356
Other non-current liabilities                                             22,661               22,687                20,698
       Total liabilities                                                 460,227              396,122               509,198
Commitments and Contingencies
Shareholder's Equity:
   Common stock, par value $.01; 10,000 shares
     outstanding, owned by Pro-Fac                                             0                    0                     0

   Additional paid-in capital                                            158,317              158,317               151,108
   Accumulated deficit                                                    (6,611)             (11,878)               (6,685)
       Total shareholder's equity                                        151,706              146,439               144,423
       Total liabilities and shareholder's equity                       $611,933             $542,561              $653,621

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


                                                                 4

<TABLE>
Agrilink Foods, Inc.
Consolidated Statement of Cash Flows
(Unaudited)

(Dollars in Thousands)
<CAPTION>
                                                                                                    Six Months Ended
                                                                                               December 27,    December 28,
                                                                                                   1997            1996

<S>                                                                                             <C>             <C>
Cash Flows From Operating Activities:
   Net income                                                                                   $ 5,267         $ 5,193
   Adjustments to reconcile net income to net cash provided by operating activities -
     Amortization of goodwill and other intangibles                                               1,956           2,051
     Amortization of debt issue costs                                                               400             400
     Depreciation                                                                                 9,102          11,897
     Cumulative effect of an accounting change                                                        0          (1,886)
     Gain on sale of Finger Lakes Packaging                                                           0          (3,565)
     Equity in undistributed earnings of Great Lakes Kraut Company                                 (960)              0
     Change in assets and liabilities:
       Accounts receivable                                                                      (10,390)        (14,512)
       Inventories                                                                              (57,749)        (51,790)
       Income taxes payable                                                                       1,608           2,709
       Accounts payable and accrued expenses                                                      5,927          10,463
       Due to Pro-Fac                                                                             2,868           7,478
       Other assets and liabilities                                                             (13,434)         (2,130)
Net cash used in operating activities                                                           (55,405)        (33,692)

Cash Flows From Investing Activities:
   Purchase of property, plant, and equipment                                                    (6,803)         (9,651)
   Proceeds from disposals                                                                          362          34,439
   Proceeds from investment in CoBank                                                               631               0
Net cash (used in)/provided by investing activities                                              (5,810)         24,788

Cash Flows From Financing Activities:
   Proceeds from issuance of short-term debt                                                     58,700          24,000
   Proceeds from issuance of long-term debt                                                       8,700          18,000
   Proceeds from Great Lakes Kraut Company                                                        3,000               0
   Capital contribution by Pro-Fac                                                                    0              25
   Payments on long-term debt                                                                    (5,345)        (34,341)
Net cash provided by financing activities                                                        65,055           7,684
Net change in cash and cash equivalents                                                           3,840          (1,220)
Cash and cash equivalents at beginning of period                                                  2,836           8,873
Cash and cash equivalents at end of period                                                      $ 6,676         $ 7,653

Supplemental Disclosure of Cash Flow Information:
   Investment in Great Lakes Kraut Company
     Inventories                                                                                $ 2,175
     Prepaid expenses and other current assets                                                      409
     Property, plant, and equipment                                                               6,966
     Other accrued expenses                                                                         (62)
                                                                                                $ 9,488
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>
<PAGE>

                                                                 5

                              AGRILINK FOODS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF ACCOUNTING POLICIES

The accompanying  unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting  principles and, in the opinion
of management,  include all  adjustments  (consisting  only of normal  recurring
adjustments)  necessary for a fair presentation of the results of operations for
these  periods.  Agrilink  Foods,  Inc.  ("Agrilink"  or  the  "Company")  is  a
wholly-owned   subsidiary  of  Pro-Fac  Cooperative,   Inc.  ("Pro-Fac"  or  the
"Cooperative").  These financial  statements  should be read in conjunction with
the financial  statements and accompanying notes contained in the Company's Form
10-K/A-1 for the fiscal year ended June 28, 1997.

Consolidation: The consolidated financial statements include the Company and its
wholly-owned  subsidiaries  after  elimination of intercompany  transactions and
balances.

Change in Accounting  Principle:  Effective June 30, 1996, accounting procedures
were  changed  to  include  in  prepaid   expenses  and  other  current  assets,
manufacturing spare parts previously charged directly to expense.  The favorable
cumulative  effect of the change  (net of  Pro-Fac's  share of $2.6  million and
income  taxes of $1.2  million)  was $1.9  million.  Pro forma  amounts  for the
cumulative effect of the accounting change on prior periods are not determinable
due to the lack of physical inventory counts required to establish quantities at
the respective dates.

NOTE 2. AGREEMENTS WITH PRO-FAC

The  contractual  relationship  between  Agrilink  and 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,  it
may be more or less than the price  Agrilink would pay in the open market in the
absence of the Agreement.

Under the Agreement, Agrilink is required to have on its board of directors some
persons 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.

Pro-Fac  agrees to sell and  deliver  fruits  and  vegetables  needed to support
anticipated  sales and production  outlined in the Agrilink  annual profit plan.
The profit plan crop  requirements  are determined by the Boards of Directors of
Pro-Fac and  Agrilink.  Approval of the profit plan by the Board of Directors of
Agrilink  requires  the  affirmative  vote of a  majority  of the  Disinterested
Directors.  Subject only to its inability to deliver  because of the vagaries of
weather or other causes  validly  preventing  growing such crops as set forth in
the agreements  between Pro-Fac and its members,  Pro-Fac is required to deliver
to Agrilink  the crops  described in the profit  plan,  and  Agrilink  agrees to
process and market such crops.

In addition,  in any year in which  Agrilink has earnings on products which were
processed from crops supplied by Pro-Fac ("Pro-Fac Products"),  Agrilink pays to
Pro-Fac up to 90 percent of such  earnings,  but in no case more than 50 percent
of all  pretax  earnings  (before  dividing  with  Pro-Fac).  In  years in which
Agrilink  has  losses on Pro-Fac  Products,  Agrilink  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  (before  dividing  with  Pro-Fac) of
Agrilink.  Additional  patronage income is paid to Pro-Fac for services provided
to  Agrilink,  including  the  provision  of a long term,  stable  crop  supply,
favorable  payment terms for crops and 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
terms of the Senior Subordinated Notes, Pro-Fac is required to reinvest at least
70 percent of the additional patronage income in Agrilink.

Amounts  received by Pro-Fac from Agrilink for the six months ended December 27,
1997 and December 28, 1996 include:  commercial market value of crops delivered,
$57.1 million and $49.6  million,  respectively;  and  additional  proceeds from
profit sharing provisions, $9.7 million and $7.8 million, respectively.
<PAGE>

                                                                 6

NOTE 3. OTHER MATTERS

Formation  of New  Sauerkraut  Company:  Effective  July 1, 1997 the Company and
Flanagan Brothers,  Inc. of Bear Creek,  Wisconsin  contributed all their assets
involved in sauerkraut  production to form a new  sauerkraut  company.  This new
company,  Great Lakes Kraut  Company,  operates as a New York limited  liability
company with ownership and earnings divided between the two companies.

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 Consolidated Statement of Operations in the second quarter and first half
of fiscal 1998 versus fiscal 1997.

Agrilink Foods,  Inc.  ("Agrilink" or the "Company") has three primary  business
units:  Curtice  Burns Foods  ("CBF"),  Nalley  Fine Foods,  and its Snack Foods
Group. Each business unit offers different  products and is managed  separately.
The  majority  of each of the  business  units'  net sales are within the United
States. In addition,  all of the Company's  operating  facilities are within the
United  States.

The CBF business unit produces  products in several food  categories,  including
fruit fillings and toppings;  aseptically-produced  products;  canned and frozen
fruits and  vegetables,  and popcorn.  The Nalley  business unit produces canned
meat products  (such as chilies and stews),  pickles,  salad  dressings,  peanut
butter,  salsa,  and syrup.  The Company's snack foods business unit consists of
the  Snyder of  Berlin,  Husman  Snack  Foods,  and Tim's  Cascade  Potato  Chip
businesses. This business unit produces and markets potato chips and other snack
items.

The following  tables  illustrate the results of operations by business unit for
the three- and six-month  periods ended December 27, 1997 and December 28, 1996,
and the  Company's  total  assets by business  unit as of December  27, 1997 and
December 28, 1996.

<TABLE>
Net Sales

(Dollars in Millions)
<CAPTION>

                                                Three Months Ended                            Six  Months Ended
                                          December 27,          December 28,         December 27,            December 28,
                                             1997                   1996                 1997                    1996
                                                    % of                 % of                  % of                    % of
                                           $       Total       $         Total       $         Total         $         Total

<S>                                     <C>         <C>      <C>          <C>      <C>          <C>       <C>           <C>
CBF                                     $139.9      69.1%    $133.0       63.9%    $252.1       66.5%     $232.1        60.7%
Nalley Fine Foods                         45.6      22.5       45.5       21.9       92.5       24.4        89.8        23.5
Snack Foods Group                         17.2       8.4       16.3        7.8       34.5        9.1        33.5         8.8
     Subtotal ongoing operations         202.7     100.0      194.8       93.6      379.1      100.0       355.4        93.0
Businesses sold1                           0.0       0.0       13.4        6.4        0.0        0.0        26.8         7.0
     Total                              $202.7     100.0%    $208.2      100.0%    $379.1      100.0%     $382.2       100.0%

<FN>
1    Includes  the  activity of Finger  Lakes  Packaging  and the portion of the
     canned vegetable business sold in fiscal 1997.
</FN>
</TABLE>
<PAGE>


                                                                 7

<TABLE>
Operating Income

(Dollars in Millions)
<CAPTION>

                                                    Three Months Ended                             Six  Months Ended
                                            December 27,           December 28,             December 27,           December 28,
                                                1997                 1996                       1997                   19961
                                                   % of                      % of                    % of                    % of
                                            $      Total          $          Total         $         Total          $        Total

<S>                                      <C>        <C>        <C>          <C>          <C>         <C>         <C>         <C>
CBF                                      $20.1      90.9%      $14.8        69.8%        $29.1       83.3%       $21.1       70.3%
Nalley Fine Foods                          3.8      17.2         3.0         14.2          7.5       21.5          5.1       17.1
Snack Foods Group                          1.9       8.6         1.6          7.5          4.0       11.5          3.1       10.3
Corporate overhead                        (3.7)    (16.7)       (2.4)       (11.3)        (5.7)     (16.3)        (4.1)     (13.7)
     Subtotal                             22.1     100.0        17.0         80.2         34.9      100.0         25.2       84.0
Business sold and other nonrecurring2      0.0       0.0         4.2         19.8          0.0        0.0          4.8       16.0
     Total                               $22.1     100.0%      $21.2        100.0%       $34.9      100.0%       $30.0      100.0%

<FN>
1    Excludes  cumulative effect of an accounting  change. See NOTE 1 - "Summary
     of Accounting Policies - Change in Accounting Principle."

2    Includes the  earnings  and gain on sale related to Finger Lakes  Packaging
     and the activity from the portion of the canned vegetable  business sold in
     fiscal 1997.  Also, in fiscal 1997,  amounts include  strategic  consulting
     fees,  a loss  on the  disposal  of  property  held  for  sale,  and  final
     settlement of an insurance claim.
</FN>
</TABLE>
<TABLE>

EBITDA1

(Dollars in Millions)
<CAPTION>
                                                    Three Months Ended                              Six  Months Ended
                                           December 27,             December 28,           December 27,             December 28,
                                               1997                    1996                    1997                     19962
                                                    % of                     % of                    % of                     % of
                                           $        Total           $        Total          $        Total          $         Total

<S>                                      <C>         <C>          <C>         <C>         <C>         <C>         <C>         <C>
CBF                                      $23.7       86.2%        $18.8       67.4%       $36.4       79.1%       $29.4       67.0%
Nalley Fine Foods                          5.2       18.9           4.5       16.1         10.3       22.4          8.1       18.4
Snack Foods Group                          2.3        8.4           2.0        7.2          4.9       10.7          4.1        9.3
Corporate overhead                        (3.7)     (13.5)         (2.4)      (8.6)        (5.6)     (12.2)        (4.1)      (9.3)
     Subtotal                             27.5      100.0          22.9       82.1         46.0      100.0         37.5       85.4
Business sold and other nonrecurring3      0.0        0.0           5.0       17.9          0.0        0.0          6.4       14.6
     Total                               $27.5      100.0%        $27.9      100.0%       $46.0      100.0%       $43.9      100.0%

<FN>
1    Earnings before interest, taxes, depreciation,  and amortization ("EBITDA")
     does not  represent  information  prepared  in  accordance  with  generally
     accepted accounting principles, nor is such information considered superior
     to information  presented in accordance with generally accepted  accounting
     principles.  The EBITDA calculation begins with Income/(loss) before taxes,
     dividends,  allocation  of  net  proceeds,  and  cumulative  effect  of  an
     accounting change and adds to such amount interest  expense,  depreciation,
     and  amortization of goodwill and other  intangibles.  Management  believes
     EBITDA is a  measurement  that allows the  operations of the business to be
     measured in a consistent manner.

2    The above  information  excludes  the  cumulative  effect of an  accounting
     change. See NOTE 1 - "Summary of Accounting Policies - Change in Accounting
     Principle."

3    Includes the  earnings  and gain on sale related to Finger Lakes  Packaging
     and the activity from the portion of the canned vegetable  business sold in
     fiscal 1997.  Also, in fiscal 1997,  amounts include  strategic  consulting
     fees,  a loss  on the  disposal  of  property  held  for  sale,  and  final
     settlement of an insurance claim.
</FN>
</TABLE>
<PAGE>
                                                                 8

<TABLE>
Total Assets

(Dollars in Millions)
<CAPTION>

                                           December 27,       December 28,
                                               1997               1996
                                                   % of                % of
                                            $      Total       $       Total

<S>                                      <C>        <C>     <C>        <C>  
CBF                                      $384.5     62.8%   $378.5     57.9%
Nalley Fine Foods                         153.8     25.2     155.0     23.7
Snack Foods Group                          26.9      4.4      26.9      4.1
Corporate                                  46.7      7.6      56.7      8.7
     Subtotal ongoing operations          611.9    100.0     617.1     94.4
Business sold1                              0.0      0.0      36.5      5.6
     Total                               $611.9    100.0%   $653.6    100.0%

<FN>
1    Reflects the portion of the canned vegetable business sold in fiscal 1997.
</FN>
</TABLE>

      CHANGES FROM SECOND QUARTER FISCAL 1998 TO SECOND QUARTER FISCAL 1997

Net Sales:  Net sales from ongoing  operations  increased in the second  quarter
compared to the prior year by $7.9 million or 4 percent.  This increase reflects
improvements at all three of the Company's business units.

The most significant  increases were noted in the fruit and aseptic  categories.
Net sales for the CBF aseptic category  increased $9.7 million,  while the fruit
business increased $4.1 million.  The increase in aseptic sales results from new
business, while the increase in the fruit business is attributable to changes in
product mix resulting in improvements in  volume/pricing.  Decreases  within the
vegetable  and  other   categories  of  $6.9  million  offset  such   increases.
Approximately $4.4 million of the vegetable decrease  represents  sauerkraut net
sales  accounted for by the newly created  joint  venture.  The net sales of the
joint venture are excluded  from the  Company's  net sales.  See NOTE 3 - "Other
Matters - Formation of New Sauerkraut Company."

The pickle and canned  categories at Nalley also increased $1.0 million and $0.3
million,  respectively,  due to increased volume.  Decreases within the dressing
category of $1.3 million  were,  however,  realized  due to current  competitive
pressure.

Gains in the Snack Foods Group of $0.9  million  resulted  from new business and
new product introductions.

Total net sales  decreased  in the  second  quarter  by $5.5  million.  This net
decrease  reflects both the reduction of businesses  sold ($13.4 million) offset
by the increases in ongoing operations ($7.9 million) described above.

Gross Profit:  Gross profit of $62.6 million for the quarter ended  December 27,
1997  increased  $3.0  million or 5 percent  from $59.6  million for the quarter
ended  December 28, 1996.  Excluding  the  businesses  sold in fiscal 1997,  the
increase in gross profit is  approximately  $4.4 million.  This increase results
from  improvements  in pricing  and  volume,  changes in product  mix,  and cost
efficiencies.

Selling,  Administrative,  and General Expenses:  Selling,  administrative,  and
general  expenses have  decreased  $0.5 million as compared with the prior year.
The net  decrease  is  attributable  to a $1.5  million  decrease in selling and
advertising   expenses  ($1.0  million)  and  trade  promotions  ($0.5  million)
primarily  related to reductions of  approximately  $1.0 and $0.8 million at the
CBF and Nalley business units,  respectively.  The reduction at CBF is primarily
attributable to the sale of the canned vegetable business in the spring of 1997.
The  reduction at Nalley's is  attributable  to the timing of programs  offered.
Such reductions were offset by a minor increase of approximately $0.3 million at
the Snack Foods Group.

In addition,  in the prior year selling,  administrative,  and general  expenses
were offset by  approximately  $1.0  million  relating to the  settlement  of an
outstanding insurance claim. <PAGE>
                                                                 9


Interest  Expense:  Interest  expense for the quarter  ended  December  27, 1997
decreased  $1.4 million or 15.1 percent  from the prior year.  This  significant
improvement  is  primarily  the  result  of the  focus on debt  reduction  which
occurred  throughout  fiscal 1997.  Activities  in fiscal 1997 that reduced debt
included the sale of Finger Lakes  Packaging,  the sale of the canned  vegetable
business,  and the  sale  of the  Georgia  distribution  center.  Reductions  in
outstanding debt accounted for a decrease of $1.2 million while changes in rates
accounted for a decrease of $0.2 million.

Provision for Taxes:  The provision for taxes in the quarter ended  December 27,
1997 of $3.2  million  increased  $0.5  million from $2.7 million in the quarter
ended December 28, 1996.  This increase  reflects the improvement in earnings of
$0.7  million.  The  Cooperative's  effective  tax rate is  impacted  by the net
proceeds distributed to members and the non-deductibility of goodwill.

Gain on Sale of  Finger  Lakes  Packaging:  On  October  9,  1996,  the  Company
completed the sale of Finger Lakes Packaging to Silgan  Containers  Corporation,
an indirect,  wholly-owned subsidiary of Silgan Holdings, Inc., headquartered in
Stamford,  Connecticut. A gain of approximately $3.6 million was recognized. The
Company received  proceeds of approximately  $30.0 million which were applied to
Bank debt. The transaction also included a long-term supply agreement.

Other Income:  Other income is primarily comprised of earnings received from the
investment  made in Great Lakes  Kraut  Company.  See NOTE 3 - "Other  Matters -
Formation of New Sauerkraut Company."

    CHANGES FROM FIRST SIX MONTHS FISCAL 1998 TO FIRST SIX MONTHS FISCAL 1997

Net Sales: Net sales from ongoing  operations for the first six months increased
$23.7 million or 6.6 percent as compared to the prior year.

The most  significant  increase was noted within the CBF aseptic  category.  Net
sales for the aseptic category increased $18.9 million.  The increase in aseptic
sales results from new business.

The pickle category at Nalley increased $2.8 million for the first six months as
compared to the prior year. This increase results from increased sales volume in
the foodservice channel.

Gains in the Snack Foods Group of $1.0  million  resulted  from new business and
new product introductions.  Total net sales decreased in the first six months by
$3.1 million.

This net decrease reflects both the reduction of businesses sold ($26.8 million)
offset by the increase in ongoing  operations  ($23.7 million)  described above.


Gross Profit:  Gross profit of $108.2  million for the six months ended December
27, 1997  increased  $7.0 million or 6.9 percent from $101.2 million for the six
months ended December 28, 1996.  Excluding the  businesses  sold in fiscal 1997,
the  increase in gross  profit is  approximately  $9.5  million.  This  increase
results  from  improvements  in pricing and volume,  changes in product mix, and
cost efficiencies.

Selling,  Administrative,  and General Expenses:  Selling,  administrative,  and
general  expenses have  decreased  $0.6 million as compared with the prior year.
This  reduction  is  comprised  of  a  $1.7  million  decrease  in  selling  and
advertising offset by an increase in trade promotions of $0.3 million. Decreases
within these  categories were highlighted at CBF  (approximately  $2.3 million),
while increases were primarily at Nalley (approximately $0.9 million).  The sale
of the  canned  vegetable  business  in the  spring of 1997  accounted  for $1.5
million of the  reduction  at CBF.  The  increase at Nalley is  attributable  to
current competitive pressure.

Expenses were also reduced in the current year due to the  favorable  settlement
of an outstanding  tax claim with the state of Washington  ($1.4  million).

The above  reductions  in  fiscal  1998  were  offset  by the cost for  employee
incentive plans ($1.2 million) and the inclusion of a favorable settlement of an
outstanding insurance claim in the prior year ($1.0 million).
<PAGE>


                                                                 10



Interest  Expense:  Interest  expense for the six months ended December 27, 1997
decreased  $3.2 million or 16.8 percent  from the prior year.  This  significant
improvement  is  primarily  the  result  of the  focus on debt  reduction  which
occurred  throughout  fiscal 1997.  Activities  in fiscal 1997 that reduced debt
included the sale of Finger Lakes  Packaging,  the sale of the canned  vegetable
business,  and the  sale  of the  Georgia  distribution  center.  Reductions  in
outstanding debt accounted for a decrease of $2.8 million while changes in rates
accounted for a decrease of $0.3 million.

Provision for Taxes:  The  provision for taxes in the six months ended  December
27, 1997 of $4.4 million  increased  $1.7 million from the prior year  resulting
from an increase in earnings before tax of $3.6 million. The Company's effective
tax rate is  impacted  by the  non-deductibility  of  goodwill.

Gain on Sale of  Finger  Lakes  Packaging:  On  October  9,  1996,  the  Company
completed the sale of Finger Lakes Packaging to Silgan  Containers  Corporation,
an indirect,  wholly-owned subsidiary of Silgan Holdings, Inc., headquartered in
Stamford,  Connecticut. A gain of approximately $3.6 million was recognized. The
Company received  proceeds of approximately  $30.0 million which were applied to
Bank debt. The transaction  also included a long-term  supply  agreement.

Other Income:  Other income is primarily comprised of earnings received from the
investment  made in Great Lakes  Kraut  Company.  See NOTE 3 - "Other  Matters -
Formation  of  New  Sauerkraut  Company."

Cumulative Effect of a Change in Accounting: Effective June 30, 1996, accounting
procedures were changed to include in prepaid expenses and other current assets,
manufacturing spare parts previously charged directly to expense.  The favorable
cumulative  effect of the change  (net of  Pro-Fac's  share of $2.6  million and
income  taxes of $1.2  million)  was $1.9  million.  Pro forma  amounts  for the
cumulative effect of the accounting change on prior periods are not determinable
due to the lack of physical inventory counts required to establish quantities at
the respective dates.

                         LIQUIDITY AND CAPITAL RESOURCES

The following  discussion  highlights the major  variances in the  "Consolidated
Statement  of  Changes in Cash  Flows"  for the first six months of fiscal  1998
compared  to the first six  months of fiscal  1997.

Net cash used in operating activities increased  approximately $21.7 million due
to several factors.  Additional funds were used in the current year to liquidate
payments for crops. Crops in the current year were available earlier for harvest
than in the prior year. The change in cash from  inventories is  attributable to
the sale of Finger Lakes  Packaging in the second quarter of fiscal 1997.  These
additional  uses of funds  were  offset by the  increase  in net  income and the
timing of the liquidation of outstanding receivables. In addition, proceeds were
utilized  in the first half of fiscal 1998 in  conjunction  with  obtaining  new
business.  In October of 1997,  the Company  became the sole  supplier of frozen
vegetables  for a national  club  store.  The  executed  contract  extends for a
two-year period and required an $11.0 million  prepayment for volume  discounts.
Due to the time frame required to implement full distribution,  this contract is
not  anticipated  to  significantly   impact  fiscal  1998  earnings.   However,
management  anticipates  this arrangement will have a favorable impact on fiscal
1999 earnings.

Net cash provided by investing  activities decreased in the first half of fiscal
1998 due to the disposal of Finger Lakes  Packaging and other idle facilities in
fiscal 1997.  The purchase of property,  plant,  and equipment in both years was
for  general  operating  purposes.

Net cash provided by financing  activities  increased from the prior year due to
the  receipt  of  proceeds  from Great  Lakes  Kraut and  additional  borrowings
incurred in the first half of fiscal 1998 for operating needs.

Borrowings:  Under the Company's New Credit Agreement with the Bank, as amended,
Agrilink is able to borrow up to $66.0  million  for  seasonal  working  capital
purposes under the Seasonal  Facility,  subject to a borrowing base  limitation,
and obtain up to $18.0  million in  aggregate  face  amount of letters of credit
pursuant to a Letter of Credit  Facility.  The borrowing  base is defined as the
lesser of (i) the total line and (ii) the sum of 60 percent of eligible accounts
receivable plus 50 percent of eligible inventory.
<PAGE>
                                                                 11


As of December  27, 1997,  (i) cash  borrowings  outstanding  under the Seasonal
Facility were $58.7 million and (ii) additional  availability under the Seasonal
Facility, after taking into account the amount of borrowing was $7.3 million. In
addition to its seasonal  financing,  as of December  27, 1997,  the Company had
$26.9 million  available for long-term  borrowings under the Term Loan Facility.
The Company  believes that the cash flow generated by operations and the amounts
available  under the Seasonal and Term Loan  Facilities  should be sufficient to
fund working capital needs, fund capital expenditures,  and service debt for the
foreseeable  future.

Certain  financing  arrangements  require that Pro-Fac and Agrilink meet certain
financial  tests and ratios and  comply  with  certain  other  restrictions  and
limitations. As of December 27, 1997, the Company is in compliance with all such
covenants,  restrictions,  and  limitations.

Short- and  Long-Term  Trends:  The  vegetable  portion 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.

The effect of the 1997 growing season on fiscal 1998 financial results cannot be
estimated  until early  calendar  1998 when  harvesting is complete and national
supplies can be determined.

                                  OTHER MATTERS

The Company is  currently  working to resolve the  potential  impact of the year
2000  on  the  processing  of   date-sensitive   information  by  the  Company's
computerized  information systems.  Based on preliminary  information,  costs of
addressing  potential  problems  are not  currently  expected to have a material
adverse impact on the Company's  financial position,  results of operations,  or
cash flows in future periods. However, if the Company, its customers, or vendors
are unable to resolve such processing issues on a timely manner, it could result
in a material  financial  risk.  Accordingly,  the  Company  plans to devote the
necessary  resources  to resolve  all  significant  year 2000 issues in a timely
manner.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

          Exhibit Number                  Description

                Exhibit 27           Financial Data Schedule

     (b)  No current  report on Form 8-K was filed  during the fiscal  period to
          which this report relates.


<PAGE>
                                                                 12








                                   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:  February 2, 1998                By:/s/         Earl L. Powers
                                                      Earl L. Powers
                                                Vice President Finance and
                                                 Chief Financial Officer
                                              (Principal Financial Officer
                                            and Principal Accounting Officer)