Page 1 of 19 Pages

                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 December 25, 1999

                                       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 January 29, 2000.

                              Common Stock: 10,000


<PAGE>


                                        2

                          PART I. FINANCIAL INFORMATION

ITEM I.  FINANCIAL STATEMENTS

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

(Dollars in Thousands)
(Unaudited)
<CAPTION>

                                                                         Three Months Ended      Six Months Ended

                                                                  December 25,      December 26,    December 25,     December 26,
                                                                      1999              1998            1999             1998
                                                                  ------------     -------------    ------------     ------------

<S>                                                                <C>               <C>             <C>               <C>
Net sales                                                          $  355,517        $  376,703      $  633,703        $  559,282
Cost of sales                                                        (231,310)         (254,563)       (428,665)         (390,445)
                                                                   ----------        ----------      ----------        ----------
Gross profit                                                          124,207           122,140         205,038           168,837
Selling, administrative, and general expense                          (88,888)          (92,103)       (149,438)         (126,970)
Income from joint venture                                               1,204             1,053           1,695             1,689
Gain on sales of assets                                                 2,293                 0           2,293            64,202
                                                                   ----------        ----------      ----------        ----------
Operating income before dividing with Pro-Fac                          38,816            31,090          59,588           107,758
Interest expense                                                      (19,703)          (18,613)        (39,026)          (26,949)
Amortization of debt issue costs associated with a Bridge Facility          0            (5,500)              0            (5,500)
                                                                   ----------        ----------      ----------        ----------
Pretax income before dividing with Pro-Fac and
   before extraordinary item                                           19,113             6,977          20,562            75,309
Pro-Fac share of income before extraordinary item                      (9,558)           (4,000)        (10,282)           (9,658)
                                                                   ----------        ----------      ----------        ----------
Income before taxes and before extraordinary item                       9,555             2,977          10,280            65,651
Tax provision                                                          (4,072)           (1,375)         (4,381)          (25,709)
                                                                   ----------        ----------      ----------        ----------
Income before extraordinary item                                        5,483             1,602           5,899            39,942
Extraordinary item relating to the early extinguishment
   of debt (net of income taxes and after dividing with Pro-Fac)            0                 0               0           (16,366)
                                                                   ----------        ----------      ----------        -----------
   Net income                                                      $    5,483        $    1,602      $    5,899        $   23,576
                                                                   ==========        ==========      ==========        ==========

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


<PAGE>



<TABLE>
Agrilink Foods, Inc.
Consolidated Balance Sheet
(Dollars in Thousands)

(Unaudited)
<CAPTION>

                                                                              December 25,       June 26,       December 26,
                                                                                  1999             1999             1998
                                                                              -------------     ----------      -----------

                                     ASSETS

<S>                                                                           <C>               <C>             <C>
Current assets:
   Cash and cash equivalents                                                  $   10,488        $    6,540      $   18,340
   Accounts receivable trade, net                                                114,570            81,430         103,991
   Accounts receivable, other                                                     10,227             6,184          17,195
   Income taxes refundable                                                             0             9,360               0
   Current deferred tax asset                                                     15,565            15,565          13,129
   Inventories -
     Finished goods                                                              330,405           247,389         323,984
     Raw materials and supplies                                                   40,572            46,181          48,178
                                                                              ----------        ----------      ----------
       Total inventories                                                         370,977           293,570         372,162
                                                                              ----------        ----------      ----------
   Current investment in CoBank                                                      801             2,403             665
   Prepaid manufacturing expense                                                   1,821            18,217           1,792
   Prepaid expenses and other current assets                                      20,490            17,989          19,122
                                                                              ----------        ----------      ---------
       Total current assets                                                      544,939           451,258         546,396
Investment in CoBank                                                              19,693            19,693          22,377
Investment in Great Lakes Kraut Company                                            8,374             6,679           8,274
Property, plant and equipment, net                                               323,097           339,753         312,344
Assets held for sale at net realizable value                                         329               890             920
Goodwill and other intangible assets, net                                        259,832           260,733         339,639
Other assets                                                                      25,014            21,655          23,600
Note receivable due from Pro-Fac                                                   9,400             9,400           9,400
                                                                              ----------        ----------      ----------
       Total assets                                                           $1,190,678        $1,110,061      $1,262,950
                                                                              ==========        ==========      ==========


                      LIABILITIES AND SHAREHOLDER'S EQUITY

Current liabilities:
   Notes payable                                                              $   73,600        $   18,900      $   85,000
   Current portion of obligations under capital leases                               208               208             256
   Current portion of long-term debt                                              16,580             8,670           5,100
   Accounts payable                                                               89,435           103,615         102,366
   Income taxes payable                                                            1,187                 0           8,701
   Accrued interest                                                                8,011             5,476           4,074
   Accrued employee compensation                                                  14,317            13,717          12,703
   Other accrued expenses                                                         88,757            60,242          90,479
   Due to Pro-Fac                                                                 25,540            15,067          29,364
                                                                              ----------        ----------      ----------
       Total current liabilities                                                 317,635           225,895         338,043
Obligations under capital leases                                                     568               568             503
Long-term debt                                                                   652,785           668,316         680,994
Deferred income tax liabilities                                                   23,174            23,174          35,341
Other non-current liabilities                                                     26,733            28,224          29,908
                                                                              ----------        ----------      ----------
       Total liabilities                                                       1,020,895           946,177       1,084,789
                                                                              ----------        ----------      ----------
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                                                       167,071           167,071         167,071
Accumulated retained earnings/(deficit)                                            3,475            (2,424)         11,698
Accumulated other comprehensive income:
   Minimum pension liability adjustment                                             (763)             (763)           (608)
                                                                              ----------        ----------      ----------
       Total shareholder's equity                                                169,783           163,884         178,161
                                                                              ----------        ----------      ----------
       Total liabilities and shareholder's equity                             $1,190,678        $1,110,061      $1,262,950
                                                                              ==========        ==========      ==========

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


<PAGE>


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

(Dollars in Thousands)
<CAPTION>
(Unaudited)

                                                                                                        Six Months Ended
                                                                                                 ---------------------------------
                                                                                                 December 25,         December 26,
                                                                                                     1999                 1998
                                                                                                 ------------         ------------
<S>                                                                                               <C>                  <C>
Cash Flows From Operating Activities:
   Net income                                                                                     $    5,899           $   23,576
   Adjustments to reconcile net income to net cash used in operating activities -
     Extraordinary item relating to the early extinguishment of debt (net of income taxes and
       after dividing with Pro-Fac)                                                                        0               16,366
     Gain on sales of assets                                                                          (2,293)             (64,202)
     Loss on disposal of assets                                                                            0                  353
     Depreciation                                                                                     14,798               13,484
     Amortization of goodwill and other intangibles                                                    4,332                5,136
     Interest in-kind on Subordinated Promissory Note                                                    776                    0
     Amortization of debt issue costs and discount on Subordinated Promissory Note                     2,123                6,277
     Equity in undistributed earnings of Great Lakes Kraut Company                                    (1,695)              (1,689)
     Change in assets and liabilities:
       Accounts receivable                                                                           (37,554)             (37,944)
       Inventories                                                                                  (103,011)             (51,538)
       Income taxes refundable/(payable)                                                              10,547               15,221
       Accounts payable and other accrued expenses                                                    17,250              (19,578)
       Due to Pro-Fac                                                                                 10,473               14,980
       Other assets and liabilities                                                                   (3,389)              (6,235)
                                                                                                  ----------           ----------
Net cash used in operating activities                                                                (81,744)             (85,793)
                                                                                                  ----------           ----------

Cash Flows From Investing Activities:
   Purchase of property, plant and equipment                                                         (15,110)              (8,561)
   Proceeds from disposals                                                                            53,497               84,427
   Proceeds from investment in CoBank                                                                  1,602                1,329
   Cash paid for acquisitions                                                                              0             (442,918)
                                                                                                  ----------           ----------
Net cash provided by/(used in) investing activities                                                   39,989             (365,723)
                                                                                                  ----------           ----------

Cash Flows From Financing Activities:
   Net proceeds from issuance of short-term debt                                                      54,700               85,000
   Proceeds from issuance of long-term debt                                                                0              677,507
   Payments on long-term debt                                                                         (8,997)            (278,873)
   Cash paid for debt issuance costs                                                                       0              (18,824)
                                                                                                  ----------           -----------
Net cash provided by financing activities                                                             45,703              464,810
                                                                                                  ----------           ----------
Net change in cash and cash equivalents                                                                3,948               13,294
Cash and cash equivalents at beginning of period                                                       6,540                5,046
                                                                                                  ----------           ----------
Cash and cash equivalents at end of period                                                        $   10,488           $   18,340
                                                                                                  ==========           ==========



<FN>
(Table continued on next page)
</FN>
</TABLE>


<PAGE>


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

(Dollars in Thousands)
<CAPTION>
(Unaudited)

(Table continued from previous page)

                                                                                                         Six Months Ended
                                                                                                 -------------------------------
                                                                                                 December 25,        December 26,
                                                                                                     1999               1998
                                                                                                 ------------        ------------
<S>                                                                                               <C>                  <C>
Supplemental disclosure of cash flow information:
   Acquisition of Dean Foods Vegetable Company -
     Accounts receivable                                                                                               $   24,201
     Current deferred tax asset                                                                                            30,645
     Inventories                                                                                                          195,674
     Prepaid expenses and other current assets                                                                              6,374
     Property, plant and equipment                                                                                        154,527
     Assets held for sale at net realizable value                                                                              49
     Goodwill and other intangible assets                                                                                 182,010
     Accounts payable                                                                                                     (40,865)
     Accrued employee compensation                                                                                         (8,437)
     Other accrued expenses                                                                                               (75,778)
     Long-term debt                                                                                                        (2,752)
     Subordinated promissory note                                                                                         (22,590)
     Other assets and liabilities, net                                                                                     (2,453)
                                                                                                                       ----------
                                                                                                                       $  440,605
                                                                                                                       ==========
   Acquisition of J.A. Hopay Distributing Co., Inc. -
     Accounts receivable                                                                                               $      420
     Inventories                                                                                                              153
     Property, plant and equipment                                                                                             51
     Goodwill and other intangible assets                                                                                   3,303
     Other accrued expenses                                                                                                  (251)
     Obligation for covenant not to compete                                                                                (1,363)
                                                                                                                       ----------
                                                                                                                       $    2,313
                                                                                                                       ==========
<FN>
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
</FN>
</TABLE>


<PAGE>



                              AGRILINK FOODS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF ACCOUNTING POLICIES

Agrilink Foods, Inc. (the "Company" or "Agrilink"),  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").

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. 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 26, 1999.

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  1999 have  been  reclassified  to
conform with the current presentation.

NOTE 2. ACQUISITIONS

On  September  24, 1998,  Agrilink  acquired  the Dean Foods  Vegetable  Company
("DFVC"),  the frozen and canned vegetable business of Dean Foods Company ("Dean
Foods"),  by acquiring all the outstanding capital stock of Dean Foods Vegetable
Company and Birds Eye de Mexico SA de CV (the "DFVC Acquisition"). In connection
with the DFVC  Acquisition,  Agrilink  sold its aseptic  business to Dean Foods.
Agrilink paid $360 million in cash, net of the sale of the aseptic business, and
issued to Dean Foods a $30 million  unsecured  subordinated  promissory note due
November 22, 2008 (the "Subordinated Promissory Note"), as consideration for the
DFVC Acquisition. The Company had the right, exercisable until July 15, 1999, to
require Dean Foods,  jointly with the Company,  to treat the DFVC Acquisition as
an asset sale for tax purposes under Section  338(h)(10) of the Internal Revenue
Code.  On April 15,  1999,  the  Company  paid  $13.2  million to Dean Foods and
exercised the election.

After the DFVC Acquisition,  DFVC was merged into the Company. DFVC has been one
of the  leading  processors  of  vegetables  in the United  States,  selling its
products under well-known brand names, such as Birds Eye, Freshlike and Veg-All,
and various private labels.  The Company  believes that the DFVC Acquisition has
strengthened  its competitive  position by: (i) enhancing its brand  recognition
and market position, (ii) providing opportunities for cost savings and operating
efficiencies and (iii) increasing its product and geographic diversification.

The DFVC  Acquisition was accounted for under the purchase method of accounting.
Under purchase accounting,  tangible and identifiable intangible assets acquired
and liabilities assumed were recorded at their respective fair values.  Goodwill
associated  with the DFVC  Acquisition is being  amortized over 30 years.  Final
allocations  of  purchase  price were made in the third and fourth  quarters  of
fiscal 1999.

The following  unaudited pro forma financial  information  presents a summary of
consolidated  results of  operations  of the Company and the acquired Dean Foods
Vegetable  Company as if the  acquisition  had occurred at the  beginning of the
1999 fiscal year.

(Dollars in Millions)
                                                        Six Months Ended
                                                        December 26, 1998
                                                        -----------------

Net sales                                                     $ 656.3
Income before extraordinary item                              $  24.8
Net income                                                    $   8.4

These  unaudited pro forma results have been prepared for  comparative  purposes
only  and  include   adjustments   for  additional   depreciation   expense  and
amortization and interest expense on acquisition debt. They do not purport to be
indicative of the results of


<PAGE>


operations which actually would have resulted had the combination been in effect
at the  beginning of the 1999 fiscal year,  or of the future  operations  of the
consolidated entities.

Concurrently  with  the  DFVC  Acquisition,  Agrilink  refinanced  its  existing
indebtedness   (the   "Refinancing"),   including  its  12  1/4  percent  Senior
Subordinated  Notes due 2005 (the "Old Notes") and its then  existing bank debt.
On August 24, 1998,  Agrilink  commenced a tender offer (the "Tender Offer") for
all the Old Notes and  consent  solicitation  to  certain  amendments  under the
indenture governing the Old Notes to eliminate substantially all the restrictive
covenants and certain events of default therein.  Substantially  all of the $160
million aggregate  principal amount of the Old Notes were tendered and purchased
by Agrilink for aggregate consideration of approximately $184 million, including
accrued  interest of $2.9 million.  Agrilink also  terminated  its then existing
bank facility  (including  seasonal  borrowings)  and repaid the $176.5 million,
excluding  interest owed and breakage fees outstanding  thereunder.  The Company
recognized an extraordinary item of $16.4 million (net of income taxes and after
dividing  with  Pro-Fac) in the first  quarter of fiscal  1999  relating to this
refinancing.

In order to consummate the DFVC  Acquisition  and the Refinancing and to pay the
related fees and expenses, Agrilink: (i) entered into a new credit facility (the
"New Credit  Facility")  providing for $455 million of term loan borrowings (the
"Term Loan Facility") and up to $200 million of revolving credit borrowings (the
"Revolving  Credit  Facility"),  (ii)  entered into and drew upon a $200 million
bridge loan facility (the  "Subordinated  Bridge Facility") and (iii) issued the
$30 million Subordinated  Promissory Note to Dean Foods. The Subordinated Bridge
Facility was repaid during November of 1998  principally  with the proceeds from
the  issuance of Senior  Subordinated  Notes ("the New Notes") for $200  million
aggregate  principal  amount due  November  1, 2008.  Interest  on the New Notes
accrues  at the rate of 11-7/8  percent  per  annum.  Debt  issue  costs of $5.5
million  associated  with the Bridge  Facility were expensed  during the quarter
ended December 26, 1998.

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,  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,  the Company 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. The volume and type of
crops to be purchased by Agrilink 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 (before dividing with Pro-Fac) of the Company. In
years in 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  (before  dividing
with Pro-Fac) of the Company. 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 Agreement,  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 25,
1999 and December 26, 1998 include:  commercial market value of crops delivered,
$67.2 million and $63.0  million,  respectively;  and  additional  proceeds from
profit sharing provisions, $10.3 million and $8.0 million, respectively.


<PAGE>


<TABLE>
NOTE 4. DEBT

Summary of Long-Term Debt:

<CAPTION>
(Dollars in Thousands)

                                                     December 25,       June 26,         December 26,
                                                         1999             1999               1998
                                                    ------------       ----------        ------------

<S>                                                  <C>               <C>                <C>
Term Loan Facility                                   $  437,700        $  446,600         $  455,000
Senior Subordinated Notes                               200,015           200,015            200,015
Subordinated Promissory Note (net of discount)           24,749            23,372             23,372
Other                                                     6,901             6,999              7,707
                                                     ----------        ----------         ----------
Total Debt                                              669,365           676,986            686,094
Less Current Portion                                    (16,580)           (8,670)            (5,100)
                                                     ----------        ----------         ----------
Total Long-Term Debt                                 $  652,785        $  668,316         $  680,994
                                                     ==========        ==========         ==========
</TABLE>

NOTE 5. OTHER MATTERS

Sale of Midwest Private Label Canned  Vegetable  Business:  On November 8, 1999,
the Company  completed  the sale of  Agrilink's  Midwest  private  label  canned
vegetable  business  to  Seneca  Foods.  Included  in this  transaction  was the
Arlington,  Minnesota  facility.  The Company received proceeds of approximately
$42.4 million which were applied to outstanding bank loans. In addition,  Seneca
Foods issued to Agrilink a $5.0 million unsecured  subordinated  promissory note
due February 8, 2009. This transaction did not include Agrilink's retail branded
canned  vegetables,  Veg-All  and  Freshlike.  No  significant  gain or loss was
recognized on this transaction.

On December 17, 1999,  Agrilink  announced  they had  completed  the sale of the
Company's Cambria, Wisconsin processing facility to Del Monte. The sale includes
an  agreement  for Del Monte to produce a portion of  Agrilink's  product  needs
during the 2000 packing season.  The Company received  proceeds of approximately
$10.5 million  which were applied to bank loans.  A gain of  approximately  $2.3
million was recognized on this transaction.

Restructuring:  During the third quarter of fiscal 1999, the Company completed a
corporate-wide restructuring program. The overall objectives of the plan were to
reduce expenses,  improve  productivity,  and streamline  operations.  The total
restructuring  charge  amounted to $5.0 million and was  primarily  comprised of
employee  termination  benefits.  Efforts have focused on the  consolidation  of
operating  functions and the  elimination of  approximately  five percent of the
work force.  Reductions  in personnel  include  operational  and  administrative
positions.  Of this charge,  $2.3 million has been  liquidated to date,  and the
remaining termination benefits are anticipated to be liquidated by June 2000.

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  earnings 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,  pickles,  and  various  other  products.  Branded  products  within  the
vegetable  category  include Birds Eye,  Birds Eye Voila!,  Veg-All,  Freshlike,
McKenzies,  Brooks Chili  Beans,  Farman's  and Nalley.  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, and Super
Pop. The canned meal product line includes canned meat products such as chilies,
stew,  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.


<PAGE>


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

<TABLE>
(Dollars in Millions)

                                                                         Three Months Ended               Six Months Ended
                                                                   -------------------------------   ------------------------------
                                                                   December 25,      December 26,    December 25,      December 26,
                                                                        1999              1998            1999              1998
                                                                   ------------      -------------   ------------      ------------
<S>                                                                  <C>              <C>              <C>              <C>
Net Sales:
   Vegetables                                                        $  246.2         $   254.6        $  428.5         $   333.4
   Fruits                                                                45.6              43.3            68.9              68.4
   Snacks                                                                22.0              22.6            43.4              44.4
   Canned Meals                                                          18.4              17.9            35.0              32.7
   Other                                                                 13.2              12.1            27.9              25.5
                                                                     --------         ---------        --------         ---------
     Continuing segments                                                345.4             350.5           603.7             504.4
   Businesses sold1                                                      10.1              26.2            30.0              54.9
                                                                     --------         ---------        --------         ---------
       Total                                                         $  355.5         $   376.7        $  633.7         $   559.3
                                                                     ========         =========        ========         =========

Operating income:
   Vegetables2                                                       $   26.5         $    19.1        $   40.2         $    22.5
   Fruits                                                                 6.3               6.7             9.6               8.9
   Snacks                                                                 1.4               1.6             2.9               3.6
   Canned Meals                                                           2.6               1.7             4.5               3.1
   Other                                                                  0.6               1.0             1.5               1.0
                                                                     --------         ---------        --------         ---------
     Continuing segments                                                 37.4              30.1            58.7              39.1
   Businesses sold1                                                      (0.9)              1.0            (1.4)              4.5
                                                                     --------         ---------        --------         ---------
       Subtotal                                                          36.5              31.1            57.3              43.6
Gain on sales of assets                                                   2.3               0.0             2.3              64.2
                                                                     --------         ---------        --------         ---------
Operating income before dividing with Pro-Fac                            38.8              31.1            59.6             107.8
Interest expense                                                        (19.7)            (18.6)          (39.0)            (27.0)
Amortization of debt issue costs associated with a Bridge Facility        0.0              (5.5)            0.0              (5.5)
                                                                     --------         ---------        --------         ---------
Pretax income before dividing with Pro-Fac and
   before extraordinary item                                         $   19.1         $     7.0        $   20.6         $    75.3
                                                                     ========         =========        ========         =========

<FN>
1  Includes the Midwest private label canned  vegetable  business sold in fiscal
   2000 and the aseptic and peanut butter businesses sold in fiscal 1999.

2  The  vegetable  product line  includes  earnings  derived from the  Company's
   investment  in Great Lakes Kraut Company of $1.2 million and $1.1 million for
   the three months ended December 25, 1999 and December 26, 1998,  respectively
   and $1.7 million for both the six months ended December 25, 1999 and December
   26, 1998.
</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 ("New  Notes")  and the New Credit
Facility.  The  covenants  in the New Notes and the New Credit  Facility  do not
restrict the ability of the Subsidiary  Guarantors to make cash distributions to
the Company.

Full  financial  statements  of Pro-Fac are  included as an Exhibit to this Form
10-Q.  Separate  financial  statements  and  other  disclosures  concerning  the
Subsidiary  Guarantors are not presented as management has determined  that such
financial  statements and other disclosures are not material.  Accordingly,  set
forth below is certain summarized  financial  information derived from unaudited
historical financial  information for the Subsidiary  Guarantors,  on a combined
basis.


<PAGE>


<TABLE>
(Dollars in Millions)
<CAPTION>

                                           Three Months Ended             Six Months Ended
                                      -----------------------------   ---------------------------
                                      December 25,    December 26,    December 25,   December 26,
                                          1999            1998            1999          1998
                                      ------------    -------------   ------------   -----------

<S>                                    <C>              <C>             <C>           <C>
Summarized Statement of Operations:
   Net sales                           $  20.9          $   3.0         $  39.2       $   6.3
   Gross profit                           17.4              1.4            31.8           3.0
   Income from continuing operations      17.6              0.3            31.7           0.6
   Net income                             11.4              0.3            20.6           0.6

Summarized Balance Sheet:
   Current assets                      $   2.9          $   1.9
   Noncurrent assets                     214.3              7.0
   Current liabilities                     7.7              0.8
</TABLE>

On March 2, 1999, the Company transferred trademarks valued at $212.6 million to
Linden  Oaks  Corporation.  By  consolidating  the  trademarks  into a  separate
subsidiary,  Agrilink  is able to  monitor  more  closely  and  efficiently  the
benefits  associated  with its  trademarks.  The royalty fees that are earned by
Linden Oaks Corporation in connection with the trademarks are insignificant with
respect to the Company's Consolidated Statement of Operations.

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 in the first six months of
fiscal 2000 versus fiscal 1999.

Agrilink  Foods,  Inc.  ("Agrilink" 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,  pickles,  and  various  other  products.  Branded  products  within  the
vegetable product line include Birds Eye, Birds Eye Voila!, Freshlike,  Veg-All,
McKenzies,  Brooks Chili  Beans,  Farman's  and Nalley.  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, and Super
Pop. 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. Brand products within the "other" category
include Bernstein's and Nalley.

The following  tables  illustrate  the results of operations by product line for
the three- and six-month periods ended December 25, 1999 and December 26, 1998.


<PAGE>


<TABLE>
EBITDA1, 2

<CAPTION>
(Dollars in Millions)

                                          Three Months Ended                               Six Months Ended
                              ------------------------------------------      -----------------------------------------
                                  December 25,          December 26,             December 25,             December 26,
                                      1999                  1998                     1999                     1998
                              -------------------     ------------------      -------------------     -------------------
                                           % of                   % of                     % of                     % of
                                  $        Total          $        Total          $        Total          $         Total
                              ----------  --------    ----------  ------      ----------  --------    ----------   ------

<S>                            <C>          <C>       <C>          <C>        <C>            <C>       <C>          <C>
Vegetables                     $ 33.9       73.5%     $  28.9        65.1%    $  54.5        71.3%     $  34.8      55.9%
Fruits                            6.7       14.5          7.2        16.2        10.4        13.6          9.9      15.9
Snacks                            2.1        4.6          2.1         4.7         4.5         5.9          4.8       7.7
Canned Meals                      3.1        6.7          2.3         5.2         5.4         7.1          4.2       6.8
Other                             1.0        2.2          1.4         3.2         2.4         3.1          1.8       2.9
                               ------      -----      -------      ------     -------      ------      -------    ------
     Continuing segments         46.8      101.5         41.9        94.4        77.2       101.0         55.5      89.2
Businesses sold3                 (0.7)      (1.5)         2.5         5.6        (0.8)       (1.0)         6.7      10.8
                               ------      -----      -------      ------     -------      ------      -------    ------
     Total                     $ 46.1      100.0%     $  44.4       100.0%    $  76.4       100.0%     $  62.2     100.0%
                               ======      =====      =======      ======     =======      ======      =======    ======

<FN>
1  Earnings before interest, taxes, depreciation, and amortization ("EBITDA") is
   defined as the sum of pretax income  before  dividing with Pro-Fac and before
   extraordinary  item,  interest  expense,  amortization  of debt issues  costs
   associated with a Bridge Facility,  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  may  not be  comparable  to  calculations  as  presented  by  other
   companies.

2  Excludes gain on sales of assets.  See NOTES 2 and 5 to the "Notes to Consolidated Financial Statements."

3  Represents  the  operating  results  of  the  Midwest  private  label  canned
   vegetable  business  sold in fiscal  2000 and the  operating  results  of the
   aseptic and peanut butter  operations  sold in fiscal 1999. See NOTES 2 and 5
   to the "Notes to Consolidated Financial Statements."
</FN>
</TABLE>

<TABLE>
Net Sales
<CAPTION>
(Dollars in Millions)

                                         Three Months Ended                               Six Months Ended
                              ------------------------------------------      -----------------------------------------
                                  December 25,          December 26,             December 25,             December 26,
                                      1999                  1998                     1999                     1998
                              -------------------     ------------------      -------------------     -------------------
                                           % of                   % of                     % of                     % of
                                  $        Total          $        Total          $        Total          $         Total
                              ----------  --------    ----------  ------      ----------  --------    ----------   ------

<S>                           <C>           <C>       <C>            <C>       <C>            <C>      <C>           <C>
Vegetables                    $ 246.2       69.3%     $  254.6       67.6%     $ 428.5        67.6%    $  333.4      59.6%
Fruits                           45.6       12.8          43.3       11.5         68.9        10.9         68.4      12.2
Snacks                           22.0        6.2          22.6        6.0         43.4         6.9         44.4       7.9
Canned Meals                     18.4        5.2          17.9        4.7         35.0         5.5         32.7       5.9
Other                            13.2        3.7          12.1        3.2         27.9         4.4         25.5       4.6
                              -------      -----      --------     ------      -------     -------     --------     -----
     Continuing segments        345.4       97.2         350.5       93.0        603.7        95.3        504.4      90.2
Businesses sold1                 10.1        2.8          26.2        7.0         30.0         4.7         54.9       9.8
                              -------      -----      --------     ------      -------     -------     --------     -----
     Total                    $ 355.5      100.0%     $  376.7      100.0%     $ 633.7       100.0%    $  559.3     100.0%
                              =======      =====      ========     ======      =======     =======     ========     =====

<FN>
1    Includes net sales of the Midwest private label canned  vegetable  business
     sold in  fiscal  2000  and net  sales  of the  aseptic  and  peanut  butter
     operations  sold  in  fiscal  1999.  See  NOTES  2 and 5 to the  "Notes  to
     Consolidated Financial Statements."
</FN>
</TABLE>


<PAGE>


<TABLE>
Operating Income1
<CAPTION>
(Dollars in Millions)
                                         Three Months Ended                               Six Months Ended
                              ------------------------------------------      -----------------------------------------
                                  December 25,          December 26,             December 25,             December 26,
                                      1999                  1998                     1999                     1998
                              -------------------     ------------------      -------------------     -------------------
                                           % of                   % of                     % of                     % of
                                  $        Total          $        Total          $        Total          $         Total
                              ----------  --------    ----------  ------      ----------  --------    ----------   ------

<S>                           <C>           <C>        <C>           <C>       <C>            <C>      <C>           <C>
Vegetables                    $  26.5       72.6%      $  19.1       61.4%     $  40.2        70.1%    $  22.5       51.6%
Fruits                            6.3       17.3           6.7       21.6          9.6        16.7         8.9       20.4
Snacks                            1.4        3.8           1.6        5.1          2.9         5.1         3.6        8.3
Canned Meals                      2.6        7.1           1.7        5.5          4.5         7.9         3.1        7.1
Other                             0.6        1.7           1.0        3.2          1.5         2.6         1.0        2.3
                              -------      -----       -------     ------      -------     -------     -------      -----
     Continuing segments         37.4      102.5          30.1       96.8         58.7       102.4        39.1       89.7
Businesses sold2                 (0.9)      (2.5)          1.0        3.2         (1.4)       (2.4)        4.5       10.3
                              -------      -----       -------     ------      -------     --------    -------      -----
     Total                    $  36.5      100.0%      $  31.1      100.0%     $  57.3       100.0%    $  43.6      100.0%
                              =======      =====       =======     ======      =======     =======     =======      =====

<FN>
1    Excludes  the gain on sales of  assets.  See NOTES 2 and 5 to the "Notes to
     Consolidated Financial Statements."

2    Represents  the  operating  results of the private  label canned  vegetable
     business  sold in fiscal  2000 and  operating  results of the  aseptic  and
     peanut  butter  operations  sold in fiscal  1999.  See NOTES 2 and 5 to the
     "Notes to Consolidated Financial Statements."
</FN>
</TABLE>

      CHANGES FROM SECOND QUARTER FISCAL 2000 TO SECOND QUARTER FISCAL 1999

The net income for the second quarter of fiscal 2000 of $5.5 million  represents
a $3.9  million  increase as  compared to the second  quarter of fiscal 1999 net
income of $1.6  million.  Comparability  of net  income is,  however,  difficult
because  the results of the second  quarter of fiscal 1999 were  impacted by the
amortization  of debt  issue  costs  associated  with  the  Subordinated  Bridge
Facility. Accordingly,  management believes, to summarize results, an evaluation
of EBITDA from continuing segments, as presented on page 11, is more appropriate
as it allows the operations of the business to be reviewed in a more  consistent
manner.

EBITDA from  continuing  segments  increased $4.9 million,  or 11.7 percent,  to
$46.8  million  in the  second  quarter of the  current  fiscal  year from $41.9
million in the second quarter of the prior fiscal year.

The  vegetable  product line accounts for $5.0 million of the increase in EBITDA
from continuing segments and is primarily attributable to changes in product mix
and a reduction in product costs resulting from the synergistic savings achieved
from the DFVC Acquisition.  This category, however, has been negatively impacted
by industry market conditions within the frozen vegetable segment as a result of
lower  consumer  demand.  The decrease in consumer  demand has impacted both the
Company's  brand and private label product lines,  however,  the impact has been
felt to a greater  extent  within  the  private  label  category.  According  to
industry data, for the last 52-week period,  there has been an overall  decrease
in the frozen  vegetable  category of 3.3 percent.  For the same 52-week period,
the decrease in frozen vegetable private label category was 8.8 percent.

The  Company's  fruit  product  line showed a decrease of $0.5 million due to an
increase in raw product  costs in the current year and a change in the timing of
various promotional programs.

The snack product line EBITDA is consistent with the prior quarter.

Canned meals increased $0.8 million  primarily due to improvements in volume and
production efficiencies within the chili category.

The other  product  line  showed a decrease  of $0.4  million  due to changes in
product mix.

Net Sales:  Total net sales for the second quarter  decreased $21.2 million,  or
5.6 percent,  to $355.5 million in the second quarter of fiscal 2000 from $376.7
million in the second  quarter of fiscal 1999.  Excluding  businesses  sold, net
sales  decreased  by $5.1  million to $345.4  million  in the second  quarter of
fiscal  2000 from  $350.5  million in the  second  quarter  of fiscal  1999.  As
described above, this decrease is primarily  attributable to a decline resulting
from lower consumer demand and competitive pressures.


<PAGE>



Net sales for the fruit  product  line  increased  $2.3  million  in the  second
quarter of fiscal 2000 to $45.6 million from $43.3 million in the second quarter
of fiscal 1999 primarily as a result of  improvements  in volume due to a return
to its historic pricing and promotional strategy.

Net sales for the snack  product  line  decreased  $0.6  million  in the  second
quarter of fiscal 2000 to $22.0 million from $22.6 million in the second quarter
of fiscal 1999 primarily within the popcorn category.

Canned meals  increased $0.5 million  primarily  attributable to improvements in
volume within the chili category.

The other  category  increased $1.1 million in the second quarter of fiscal 2000
to $13.2  million  from  $12.1  million in the  second  quarter  of fiscal  1999
primarily as a result of changes in product mix.

Operating Income:  Excluding the impact of businesses sold and the gain on sales
of assets,  operating  income increased from $30.1 million in the second quarter
of fiscal  1999 to $37.4  million in the second  quarter  of fiscal  2000.  This
represents an improvement of $7.3 million or 24.3 percent.

The vegetable product line showed operating income  improvements of $7.4 million
or 38.7 percent in the second quarter of fiscal 2000.  While the category showed
a modest  decline in sales,  it  benefited  from a change in  product  mix and a
reduction in product costs as previously highlighted.

The  Company's  fruit  category  showed a  decrease  of $0.4  million  due to an
increase in raw product  costs in the current year and a change in the timing of
various promotional programs.

Snacks  showed a modest  decline of $0.2 million from $1.6 million in the second
quarter of fiscal 1999 to $1.4 million in the second quarter of fiscal 2000.

Canned  meals  showed  an  increase  of  $0.9  million  due   primarily  to  the
improvements in volume and production  efficiencies within the chili category as
highlighted above.

The other product  category  showed a decrease of $0.4 million due to changes in
product mix.

Selling,  Administrative,  and General Expenses:  Selling,  administrative,  and
general expenses have decreased $3.2 million as compared with the second quarter
of the prior fiscal  year.  This  improvement  is  primarily  attributable  to a
decrease in selling expenses due to personnel reductions and other consolidation
efforts.

Income from Joint Venture:  This amount  represents  earnings  received from the
investment in Great Lakes Kraut LLC, a joint venture formed between Agrilink and
Flanagan Brothers, Inc. on July 1, 1997. There has been no significant change in
the  operations  of the joint  venture  for the second  quarter  of fiscal  2000
compared with the prior year.

Gain on Sales of Assets:  On December  17,  1999,  the Company sold the Cambria,
Wisconsin  facility to Del Monte. The Company received proceeds of approximately
$10.5 million  which were applied to bank loans.  A gain of  approximately  $2.3
million was recognized on this transaction.

Interest  Expense:  Interest expense  increased $1.1 million to $19.7 million in
the second  quarter of fiscal 2000 from $18.6  million in the second  quarter of
fiscal 1999. This increase is primarily  associated with an overall  increase in
interest rates.

Amortization of Debt Issue Costs Associated with the Bridge  Facility:  In order
to  consummate  the DFVC  Acquisition,  the Company  entered into a $200 million
bridge loan facility (the  "Subordinated  Bridge  Facility").  The  Subordinated
Bridge  Facility was repaid with the proceeds  from the new senior  subordinated
note offering (see NOTE 2 - "Acquisitions"). Debt issuance costs associated with
the  Subordinated  Bridge  Facility  were $5.5 million and were fully  amortized
during the second quarter of fiscal 1999.

Pro-Fac Share of Income Before  Extraordinary  Item:  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

<PAGE>


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  2000,  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 share of income has been recognized at a maximum of 50
percent of pretax earnings of the Company.

Due to the  recognition of the gain on the sale of the aseptic  operations,  the
Pro-Fac  share of  earnings  was  recorded  at 90  percent  of the  earnings  on
patronage products in the second quarter of fiscal 1999.

Tax Provision: The provision for taxes increased $2.7 million to $4.1 million in
the second  quarter of fiscal  2000 from $1.4  million in the second  quarter of
fiscal 1999. The increase is a result of the improvement in earnings before tax.
Agrilink's effective tax rate is negatively impacted by the non-deductibility of
certain amounts of goodwill.

    CHANGES FROM FIRST SIX MONTHS FISCAL 2000 TO FIRST SIX MONTHS FISCAL 1999

The net  income  for  the  first  six  months  of  fiscal  2000 of $5.9  million
represents  a $17.7  million  decrease  as  compared  to the first six months of
fiscal  1999 net  income  of $23.6  million.  Comparability  of net  income  is,
however,  difficult  because  the results of the first six months of fiscal 1999
were  significantly  impacted by a gain on the sale of assets,  an extraordinary
item relating to the early  extinguishment  of debt and the amortization of debt
issue costs  associated  with the  Subordinated  Bridge  Facility.  In addition,
fiscal 2000 results  reflect six months of interest  expense in the current year
versus three months in the prior year for the additional  debt  associated  with
the  acquisition  of DFVC which  occurred on September  24,  1998.  Accordingly,
management  believes,  to  summarize  results,  an  evaluation  of  EBITDA  from
continuing  segments,  as presented on page 11, is more appropriate as it allows
the operations of the business to be reviewed in a more consistent manner.

EBITDA from continuing  segments  increased $21.7 million,  or 39.1 percent,  to
$77.2  million in the first six  months of the  current  fiscal  year from $55.5
million in the first six months of the prior fiscal year.

The vegetable  product line accounts for $19.7 million of the increase in EBITDA
from  continuing  segments in the current year and is primarily  attributable to
the DFVC  Acquisition.  As a result of the date of  acquisition,  the  operating
results for the DFVC  Acquisition  have been  included  for six months in fiscal
2000 and for three months in fiscal 1999.  This operating  segment has benefited
from the  inclusion  of the Birds Eye,  Freshlike,  and  Veg-All  brands and the
higher margins  associated with branded product lines. As outlined earlier,  the
frozen  vegetable  category has,  however,  been  negatively  impacted by market
conditions  within  this  segment  as a result  of lower  consumer  demand.  The
decrease in consumer  demand has impacted both the  Company's  brand and private
label  product  lines,  however,  the impact  has been felt to a greater  extent
within the private label category.

The Company's  fruit product line showed an  improvement  of $0.5 million due to
the inclusion in the first six months of fiscal 1999 of $0.9 million of expenses
associated with a new product launch. In addition, while volume has increased in
the  current  year,  fiscal 2000  results  have been  negatively  impacted by an
increase in raw product costs.

The snack product line showed a modest decline of $0.3 million.

Canned meals increased $1.2 million  primarily due to improvements in volume and
production efficiencies within the chili category.

The other  product  line showed  improvements  of $0.6 million due to changes in
product mix.

Net Sales: Total net sales increased $74.4 million,  or 13.3 percent,  to $633.7
million in the first six months of fiscal 2000 from $559.3  million in the first
six months of fiscal 1999.  Excluding  businesses  sold, net sales  increased by
$99.3  million to $603.7  million  in the first six  months of fiscal  2000 from
$504.4  million  in the first six months of fiscal  1999.  This  improvement  is
primarily  attributable  to an increase of $95.1  million  within the  vegetable
product  line.  The Birds Eye,  Freshlike,  and  Veg-All  brands  accounted  for
incremental  sales of $86.2  million in the current year due to the inclusion of
six months of results in fiscal  2000 versus  three  months of results in fiscal
1999.


<PAGE>



Net sales for the fruit  product  line  increased  $0.5 million in the first six
months of fiscal  2000 to $68.9  million  from  $68.4  million  in the first six
months of fiscal 1999 primarily as a result of improvements in volume.

Net sales for the snack  product  line  decreased  $1.0 million in the first six
months of fiscal  2000 to $43.4  million  from  $44.4  million  in the first six
months of fiscal  1999.  Sales  declines  within the  popcorn  category  of $1.3
million were  attributable to competitive  pressures.  The potato chip and other
snack categories showed increases of $0.3 million due to improvements in volume.

Canned meals  increased $2.3 million  primarily  attributable to improvements in
volume within the chili category.

The other category increased $2.4 million in the first six months of fiscal 2000
to $27.9  million  from $25.5  million  in the first six  months of fiscal  1999
primarily as a result of changes in product mix.

Operating Income:  Excluding the impact of businesses sold and the gain on sales
of assets, operating income increased from $39.1 million in the first six months
of fiscal  1999 to $58.7  million in the first six months of fiscal  2000.  This
represents an improvement of $19.6 million or 50.1 percent.

Vegetables showed  improvements of $17.7 million or 78.7 percent.  The change is
primarily attributable to the inclusion of product lines obtained in conjunction
with the DFVC  Acquisition  for an  additional  three months in fiscal 2000.  In
addition,  the fiscal 2000  results  have also  benefited  from a  reduction  in
overall  production costs. This improvement  primarily  reflects the synergistic
savings  achieved from the DFVC  Acquisition  and other  business  consolidation
efforts.

The Company's  fruit category showed an improvement of $0.7 million in the first
six  months of fiscal  2000  versus the first six  months of fiscal  1999.  This
improvement  results from the  inclusion in fiscal 1999 of $0.9 million of costs
associated  with a new  product  launch.  No such costs were  incurred in fiscal
2000. In addition,  although the Company has experienced  improvements in volume
within the fruit product line, fiscal 2000 results have been negatively impacted
by an increase in raw product costs.

Snacks  showed a decline  of $0.7  million  from $3.6  million  in the first six
months of fiscal  1999 to $2.9  million in the first six months of fiscal  2000.
The decrease primarily resulted from a decline within the popcorn category and a
modest  decline  within the potato  chip and other  snack  categories  due to an
increase in costs.

Canned  meals  showed  an  increase  of  $1.4  million  due   primarily  to  the
improvements in volume and production  efficiencies within the chili category as
highlighted above.

The other product category showed improvements of $0.5 million due to changes in
product mix.

Selling,  Administrative,  and General Expenses:  Selling,  administrative,  and
general  expenses  have  increased  $22.5 million as compared with the first six
months of the prior fiscal year. The increase is primarily  attributable  to the
inclusion  of the DFVC  operation  for six months in fiscal  2000  versus  three
months in fiscal  1999.  The Company has  experienced  a net decrease in selling
expenses due to its restructuring and consolidation efforts.

Income from Joint Venture:  This amount  represents  earnings  received from the
investment in Great Lakes Kraut LLC, a joint venture formed between Agrilink and
Flanagan Brothers, Inc. on July 1, 1997. There has been no significant change in
the  operations  of the joint  venture  for the first six months of fiscal  2000
compared with the first six months of fiscal 1999.

Gain on Sales of Assets:  On December  17,  1999,  the Company sold the Cambria,
Wisconsin  facility to Del Monte. The Company received proceeds of approximately
$10.5 million  which were applied to bank loans.  A gain of  approximately  $2.3
million was recognized on this transaction.

In conjunction with the DFVC Acquisition, the Company sold its aseptic operation
to Dean  Foods in fiscal  1999.  The final  purchase  price of $80  million  was
determined in the third quarter of fiscal 1999 based upon an appraisal performed
by an independent appraiser.

Interest  Expense:  Interest expense increased $12.1 million to $39.0 million in
the first six months of fiscal  2000 from $26.9  million in the first six months
of fiscal 1999.  This increase is associated  with  additional  debt utilized to
finance the DFVC Acquisition and


<PAGE>


higher  levels  of  seasonal  borrowings  to  fund  additional  working  capital
requirements associated with the increase in the Company's size.

Amortization of Debt Issue Costs Associated with the Bridge  Facility:  In order
to  consummate  the DFVC  Acquisition,  the Company  entered into a $200 million
bridge loan facility (the  "Subordinated  Bridge  Facility").  The  Subordinated
Bridge  Facility was repaid with the proceeds  from the new senior  subordinated
note offering (see NOTE 2 - "Acquisitions"). Debt issuance costs associated with
the  Subordinated  Bridge  Facility  were $5.5 million and were fully  amortized
during the second quarter of fiscal 1999.

Pro-Fac Share of Income Before  Extraordinary  Item:  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  2000,  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 share of income has been recognized at a maximum of 50
percent of pretax earnings of the Company.

Due to the  recognition  of the gain on the sale of the  aseptic  operations  in
fiscal  1999,  the Pro-Fac  share of earnings  was recorded at 90 percent of the
earnings on patronage products in the prior year.

Tax Provision:  The provision for taxes  decreased $21.3 million to $4.4 million
in the first  six  months of fiscal  2000 from  $25.7  million  in the first six
months of fiscal 1999. Of this decrease,  $25.0 million is  attributable  to the
provision  associated  with  the  fiscal  1999  gain  on  sale  of  the  aseptic
operations.  The remaining  variance was impacted by the improvement in earnings
before  tax.  Agrilink's  effective  tax  rate  is  negatively  impacted  by the
non-deductibility of certain amounts of goodwill.

Extraordinary  Item Relating to the Early  Extinguishment of Debt:  Concurrently
with the DFVC  Acquisition,  the Company  refinanced its existing  indebtedness,
including its 12 1/4 percent  Senior  Subordinated  Notes due 2005 (see NOTE 2 -
"Acquisitions")  and its then  existing  bank debt.  Premiums and breakage  fees
associated  with early  redemptions  and other fees  incurred  amounted to $16.4
million (net of income taxes of $10.4 million and after allocation to Pro-Fac of
$1.7 million) were recognized in the first quarter of fiscal 1999.

                         LIQUIDITY AND CAPITAL RESOURCES

The  following  discussion  highlights  the major  variances  in the  "Unaudited
Consolidated  Statement  of Cash  Flows" for the first six months of fiscal 2000
compared to the first six months of fiscal 1999.

Net cash used in operating  activities decreased $4.0 million over the first six
months of the prior fiscal year. This decrease  primarily results from variances
within  accounts  payable and other accruals due to the timing of liquidation of
outstanding  balances offset by an increase in inventories due to the harvesting
of crops and related production activities during this time.

Net cash used in investing activities in the first six months of fiscal 1999 was
impacted  by the  DFVC  Acquisition  and the sale of  assets.  The  purchase  of
property,  plant and equipment  increased  $6.5 million to $15.1 million for the
first six months of fiscal  2000 from $8.6  million  for the first six months of
fiscal 1999. The increase was primarily utilized to support additional operating
facilities acquired in conjunction with the DFVC Acquisition.

Net cash provided by financing activities in the first six months of fiscal 1999
was significantly  impacted by the DFVC Acquisition and the activities completed
concurrent with the acquisition to refinance existing indebtedness.

Borrowings:  Under the Company's New Credit Facility, Agrilink 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.


<PAGE>



As of December 25, 1999,  (i) cash  borrowings  outstanding  under the Revolving
Credit Facility were $73.6 million,  (ii) there were $15.8 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 $110.6 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.

Certain  financing  arrangements  require that Pro-Fac and Agrilink meet certain
financial tests and ratios and comply with certain restrictions and limitations.
As of December 25, 1999, Pro-Fac and the Company are in compliance with all such
covenants, restrictions, and limitations.

Interest  Rate Risk  Management:  The  Company is  subject  to market  risk from
exposure to changes in interest  rates based on its  financing  activities.  The
Company has entered into certain financial  instrument  transactions to maintain
the desired level of exposure to the risk of interest rate  fluctuations  and to
minimize interest expense.  More specifically,  the Company has entered into two
interest rate swap agreements with the Bank of Montreal.  The agreements provide
for fixed  interest  rate  payments  by the  Company in  exchange  for  payments
received at the three-month LIBOR rate.

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

                                           December 25, 1999

Interest Rate Swap:
Variable to Fixed - notional amount          $250,000,000
   Average pay rate                          4.96 - 5.32%
   Average receive rate                         6.085%
   Maturities through                            2001

The  Company  had a two-year  option to extend the  maturity  date on one of the
interest rate swap agreements with a notional amount of $100,000,000. On June 8,
1999,  the  Company  sold this  option  to Bank of  Montreal  for  approximately
$2,050,000.  The gain  resulting  from the  sale is  being  recognized  over the
remaining life of the interest rate swap.

While there is potential  that interest  rates will fall, and hence minimize the
benefits of the Company's hedge position, it is the Company's position that on a
long-term  basis,  the  possibility  of interest  rates  increasing  exceeds the
likelihood of interest  rates  decreasing.  The Company will,  however,  monitor
market conditions to adjust its position as it considers necessary.

OTHER MATTERS

Restructuring:  During the third quarter of fiscal 1999, the Company completed a
corporate-wide restructuring program. The overall objectives of the plan were to
reduce expenses,  improve  productivity,  and streamline  operations.  The total
restructuring  charge  amounted to $5.0 million and was  primarily  comprised of
employee termination benefits (which are estimated to improve annual earnings by
approximately  $8.0  million).  Efforts  have  focused on the  consolidation  of
operating  functions and the  elimination of  approximately  five percent of the
work force.  Reductions  in personnel  include  operational  and  administrative
positions.  Of this charge,  $2.3 million has been  liquidated to date,  and the
remaining termination benefits are anticipated to be liquidated by June 2000.

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.

Management  believes  that the  decrease  in  consumer  demand  may result in an
increased supply throughout the industry.  Accordingly,  management anticipates,
consistent with prior years, pricing may be negatively impacted during the third
and fourth quarters.

Year 2000 Readiness  Disclosure:  Agrilink has not  experienced  any significant
Year 2000 related system  failures nor, to management's  knowledge,  have any of
the  Company's  suppliers.  Agrilink  intends to  continue  to monitor  and test
systems for ongoing Year 2000 compliance;  however,  management cannot guarantee
that the  systems of other  companies  upon which  operations  rely could not be
affected by issues associated with the Year 2000 conversion.


<PAGE>



All material costs  associated with the Company's Year 2000  compliance  project
were covered under its service  agreement  with Systems and Computer  Technology
Corporation  ("SCT").  The Company's  ten-year  agreement  with SCT is currently
valued  at $50  million  and is for SCT's  OnSite  outsourcing  services,  which
includes  assistance  in solving the Year 2000 issue.  These  amounts  have been
funded through operating cash flows.

               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  the  Management's  Discussion  and
Analysis  (pages  10 to 17) 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. Among the factors that could impact the Company's ability to achieve
its goals are:

|X|  the impact of strong competition in the food industry;

|X|  the impact of weather on the volume and quality of raw product;

|X|  the  inherent  risks  in  the  marketplace   associated  with  new  product
     introductions, including uncertainties about trade and consumer acceptance;

|X|  the  continuation  of  the  Company's  success  in  integrating  operations
     (including   whether  the  anticipated  cost  savings  in  connection  with
     acquisitions will be realized and the timing of any such realization),  and
     the availability of acquisition and alliance opportunities;

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

|X|  the Company's ability to service debt.

                            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.  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.

<TABLE>
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

   (a) Exhibits

          <S>                    <C>
          Exhibit Number             Description

               27                Financial Data Schedule

               99.1              Pro-Fac Cooperative, Inc. Financial Statements for the Quarterly Period Ended December 25, 1999.

   (b) The following reports on Form 8-K were filed during the period to which this report relates:

              Date                        Item

         November 24, 1999        Item 5 - Other Events

</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:  February 7, 2000           By:/s/     Earl L. Powers
       ----------------           ------------------------------------
                                             EARL L. POWERS
                                  EXECUTIVE VICE PRESIDENT FINANCE AND
                                        CHIEF FINANCIAL OFFICER
                                     (Principal Financial Officer
                                   and Principal Accounting Officer)