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 March 24, 2001

                                       OR

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

                        For the transition period from to

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


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


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

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

       Registrant's Telephone Number, Including Area Code (716) 383-1850

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

                                    YES X       NO
                                       ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of April 28, 2001.

                              Common Stock: 10,000
<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM I.  FINANCIAL STATEMENTS

<TABLE>
Agrilink Foods, Inc.
Consolidated Statements of Operations, Accumulated Earnings, and Comprehensive Income

(Dollars in Thousands)
<CAPTION>
(Unaudited)

                                                                Three Months Ended                 Nine Months Ended
                                                         ------------------------------    ------------------------------
                                                            March 24,        March 25,        March 24,         March 25,
                                                              2001             2000             2001              2000
                                                         ------------      -----------     ------------      ------------

<S>                                                       <C>               <C>             <C>               <C>
Net sales                                                 $  293,823        $  279,000      $  941,354        $  912,703
Cost of sales                                               (201,424)         (191,983)       (652,253)         (619,159)
                                                          ----------        ----------      ----------        ----------
Gross profit                                                  92,399            87,017         289,101           293,544
Selling, administrative, and general expense                 (72,527)          (65,660)       (218,333)         (216,587)
Income from joint venture                                        316               543           1,540             2,238
Gain on sale of assets                                             0                 0               0             2,293
                                                          ----------        ----------      ----------        ----------
Operating income before dividing with Pro-Fac                 20,188            21,900          72,308            81,488
Interest expense                                             (20,008)          (19,910)        (59,496)          (58,936)
                                                             -------           -------         -------        ----------
Pretax income before dividing with Pro-Fac                       180             1,990          12,812            22,552
Pro-Fac share of income                                          (92)             (996)         (6,408)          (11,278)
                                                          ----------        ----------      ----------        ----------
Income before taxes                                               88               994           6,404            11,274
Tax provision                                                    (39)             (423)         (2,730)           (4,804)
                                                          ----------        ----------      ----------        ----------
Net income                                                        49               571           3,674             6,470
Accumulated earnings/(loss) at beginning of period             7,625             3,475           4,000            (2,424)
                                                          ----------        ----------      ----------        ----------
Accumulated earnings at end of period                     $    7,674        $    4,046      $    7,674        $    4,046
                                                          ==========        ==========      ==========        ==========


  Net income                                              $       49        $      571      $    3,674        $    6,470
  Other comprehensive income:
     Unrealized loss on hedging activity                      (1,068)                0            (178)                0
                                                          ----------        ----------      ----------        ----------
  Comprehensive (loss)/income                             $   (1,019)       $      571      $    3,496        $    6,470
                                                          ===========       ==========      ==========        ==========

<FN>
The accompanying notes are an integral part of the consolidated financial
statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
Agrilink Foods, Inc.
Consolidated Balance Sheets
(Dollars in Thousands)
<CAPTION>
                                                                      March 24,        June 24,         March 25,
                                                                        2001             2000             2000
                                                                   -------------      ----------     ------------
                                                                     (Unaudited)                      (Unaudited)

                                     ASSETS
<S>                                                                 <C>               <C>             <C>
Current assets:
   Cash and cash equivalents                                        $    6,571        $    4,994      $    8,452
   Accounts receivable trade, net                                      104,018            95,499         100,594
   Accounts receivable, co-pack activity and other                      10,616             9,855           6,045
   Income taxes refundable                                                   0             7,331               0
   Current deferred tax assets                                          11,552            11,552          15,565
   Inventories                                                         347,508           295,297         336,385
   Current investment in CoBank                                          5,233             2,927           4,355
   Prepaid manufacturing expense                                        13,431            20,296           9,039
   Prepaid expenses and other current assets                            16,262            18,706          18,668
                                                                    ----------        ----------      ----------
       Total current assets                                            515,191           466,457         499,103
Investment in CoBank                                                    10,757            15,893          15,440
Investment in joint venture                                              8,410             6,775           9,013
Property, plant and equipment, net                                     308,259           317,994         321,440
Assets held for sale at net realizable value                               403               339             339
Goodwill and other intangible assets, net                              251,228           258,545         257,613
Other assets                                                            25,085            23,484          24,166
Note receivable due from Pro-Fac Cooperative, Inc.                       9,400             9,400           9,400
                                                                    ----------        ----------      ----------
       Total assets                                                 $1,128,733        $1,098,887      $1,136,514
                                                                    ==========        ==========      ==========
                      LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
   Notes payable                                                    $   78,000        $    5,700      $   79,600
   Current portion of obligations under capital leases                     218               218             208
   Current portion of long-term debt                                    15,596            16,583          16,580
   Accounts payable                                                     80,894            95,071          45,478
   Income taxes payable                                                    842                 0           1,603
   Accrued interest                                                     12,873            11,398          13,294
   Accrued employee compensation                                         8,545            10,114          10,466
   Other accrued expenses                                               50,543            64,138          81,002
   Due to Pro-Fac Cooperative, Inc.                                      1,083             9,141          17,369
                                                                    ----------        ----------      ----------
       Total current liabilities                                       248,594           212,363         265,600
Obligations under capital leases                                           520               520             568
Long-term debt                                                         635,356           644,712         650,747
Deferred income tax liabilities                                         32,262            32,262          23,174
Other non-current liabilities                                           29,327            29,852          26,071
                                                                    ----------        ----------      ----------
       Total liabilities                                               946,059           919,709         966,160
                                                                    ----------        ----------      ----------
Commitments and contingencies
Shareholder's Equity:
   Common stock, par value $.01;
     10,000 shares authorized, issued and outstanding,
     owned by Pro-Fac Cooperative, Inc.                                      0                 0               0
Additional paid-in capital                                             175,703           175,703         167,071
Accumulated retained earnings                                            7,674             4,000           4,046
Accumulated other comprehensive income:
   Unrealized loss on hedging activity                                    (178)                0               0
   Minimum pension liability adjustment                                   (525)             (525)           (763)
                                                                    ----------        ----------      ----------
       Total shareholder's equity                                      182,674           179,178         170,354
                                                                    ----------        ----------      ----------
       Total liabilities and shareholder's equity                   $1,128,733        $1,098,887      $1,136,514
                                                                    ==========        ==========      ==========

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


<PAGE>
<TABLE>
Agrilink Foods, Inc.
Consolidated Statements of Cash Flows
(Dollars in Thousands)
(Unaudited)
<CAPTION>
                                                                                                           Nine Months Ended
                                                                                                 ----------------------------------
                                                                                                     March 24,            March 25,
                                                                                                       2001                 2000
                                                                                                 -------------        -------------
<S>                                                                                                <C>                  <C>
Cash Flows from Operating Activities:
   Net income                                                                                      $    3,674           $    6,470
   Adjustments to reconcile net income to net cash used in operating activities -
     Gain on sale of assets                                                                                 0               (2,293)
     Depreciation                                                                                      22,941               22,035
     Amortization of goodwill and other intangible assets                                               7,414                6,551
     Interest in-kind on subordinated promissory note                                                   1,231                1,174
     Amortization of debt issue and amendment costs and
         discount on subordinated promissory note                                                       3,860                3,221
     Equity in undistributed earnings of joint venture                                                 (1,540)              (2,238)
     Equity in undistributed earnings of CoBank                                                           (96)                (102)
     Change in assets and liabilities, net of effects of business dispositions:
       Accounts receivable                                                                             (9,280)             (19,396)
       Inventories and prepaid manufacturing expense                                                  (45,346)             (75,637)
       Income taxes refundable/(payable)                                                                8,173               10,963
       Accounts payable and other accrued expenses                                                    (26,158)             (33,030)
       Due to Pro-Fac Cooperative, Inc.                                                                (8,058)               2,302
       Other assets and liabilities, net                                                               (1,226)                 339
                                                                                                   ----------           ----------
Net cash used in operating activities                                                                 (44,411)             (79,641)
                                                                                                   ----------           ----------

Cash Flows from Investing Activities:
   Purchase of property, plant and equipment                                                          (19,937)             (20,691)
   Proceeds from disposals                                                                              5,065               53,538
   Proceeds from investment in CoBank                                                                   2,926                2,403
                                                                                                   ----------           ----------
Net cash (used in)/ provided by investing activities                                                  (11,946)              35,250
                                                                                                   ----------           ----------

Cash Flows from Financing Activities:
   Net proceeds from issuance of short-term debt                                                       72,300               60,700
   Payments on long-term debt                                                                         (12,659)             (11,773)
   Cash paid in conjunction with debt amendment                                                        (1,707)              (2,624)
                                                                                                   ----------           ----------
Net cash provided by financing activities                                                              57,934               46,303
                                                                                                   ----------           ----------

Net change in cash and cash equivalents                                                                 1,577                1,912
Cash and cash equivalents at beginning of period                                                        4,994                6,540
                                                                                                   ----------           ----------
Cash and cash equivalents at end of period                                                         $    6,571           $    8,452
                                                                                                   ==========           ==========


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



<PAGE>

                              AGRILINK FOODS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Basis  of  Presentation:   The  accompanying  unaudited  consolidated  financial
statements have been prepared in accordance with accounting principles generally
accepted  in the  United  States  of  America  ("GAAP")  for  interim  financial
information and with the  instructions to Form 10-Q and Article 10 of Regulation
S-X.  Accordingly,  they do not include all of the information  required by GAAP
for complete financial statement presentation. In the opinion of management, all
adjustments  (consisting only of normal recurring  adjustments)  necessary for a
fair  presentation  of the results of operations  have been included.  Operating
results for the quarter and nine months ended March 24, 2001 are not necessarily
the results to be expected  for other  interim  periods or the full year.  These
financial statements should be read in conjunction with the financial statements
and accompanying  notes contained in the Company's Form 10-K for the fiscal year
ended June 24, 2000.

New  Accounting  Pronouncements:  In December  1999, the Securities and Exchange
Commission  (the  "SEC")  issued  Staff  Accounting  Bulletin  ("SAB")  No. 101,
"Revenue Recognition in Financial  Statements." SAB No. 101 provides guidance on
the  recognition,  presentation  and  disclosure  of  revenue  in the  financial
statements  filed with the SEC. SAB No.101 outlines the basic criteria that must
be met to recognize  revenue and provides  guidance  for  disclosure  related to
revenue  recognition  policies.  The  Company is  required  to adopt SAB No. 101
during the fourth  quarter of fiscal 2001.  Management  believes the adoption of
this  pronouncement  will not have a material impact on the Company's  financial
statements or results of operations.

In  July  2000,  the  Emerging  Issues  Task  Force  ("EITF")  of the  Financial
Accounting  Standards  Board  ("FASB")  reached  a  consensus  on  Issue  00-14,
"Accounting  for  Certain  Sales   Incentives."  The  consensus   addresses  the
recognition,   measurement,   and  income  statement  classification  for  sales
incentives  that a company offers to its customers.  The Company must adopt EITF
Issue 00-14 in the fourth quarter of fiscal 2001.  Accordingly,  coupon expense,
now  classified  as  selling,   general  and  administrative  expense,  will  be
reclassified  as a reduction  of gross sales and all prior  periods will also be
reclassified to reflect this  modification.  The adoption of EITF Issue 00-14 is
not  expected to  materially  impact the  Company's  financial  statements.  The
Company estimates that its coupon expense is approximately  $6.5 to $7.5 million
per year.

In  July  2000,  the  EITF  also  reached  a final  consensus  on  Issue  00-10,
"Accounting  for Shipping and Handling  Fees and Costs." The EITF  addresses the
income  statement  classification  for shipping and handling costs and revenues.
Issue  00-10 will become  effective  during the fourth  quarter of fiscal  2001.
Accordingly,  freight  expense,  currently  classified  as a reduction  to gross
sales,  will be  classified as component of cost of sales and all prior periods
will be reclasssified to reflect this  modification.  The adoption of EITF Issue
00-10 is not  expected  to have a  material  affect on the  Company's  financial
statements and results of operations.

In  January  2001,  the  EITF  reached  a  partial  consensus  of  Issue  00-22,
"Accounting  for Points and  Certain  Other  Time-Based  or  Volume-Based  Sales
Incentives  Offers,  and Offers for Free Products or Services to Be Delivered in
the Future"  which address the  recognition,  measurement  and income  statement
classification  for certain sales incentives (e.g.,  volume purchase rebates and
free or discounted  goods).  These  guidelines  became effective for the Company
during  the  third  quarter  of fiscal  2001 and had no impact on the  Company's
financial position or results of operations.

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  2000 have  been  reclassified  to
conform with the current period presentation.


NOTE 2. ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

On June 25, 2000,  the Company  adopted FASB  Statement of Financial  Accounting
Standards ("SFAS") No. 133,  "Accounting for Derivative  Instruments and Hedging
Activities."  SFAS No. 133 requires the recognition of all derivative  financial
instruments as either assets or liabilities in the balance sheet and measurement
of those

<PAGE>
instruments at fair value.  Changes in the fair values of those derivatives will
be reported in earnings or other  comprehensive  income  depending on the use of
the derivative and whether it qualifies for hedge accounting. The accounting for
gains and losses  associated  with changes in the fair value of a derivative and
the effect on the  consolidated  financial  statements  will depend on its hedge
designation  and whether the hedge is highly  effective in achieving  offsetting
changes in the fair value or cash flow of the asset or liability  hedged.  Under
the  provisions  of SFAS No. 133, the method that will be used for assessing the
effectiveness of a hedging derivative,  as well as the measurement  approach for
determining  the  ineffective  aspects of the hedge,  must be established at the
inception of the hedge.

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

The adoption of SFAS No. 133 did not materially  affect the Company's results of
operations or financial position.

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

The  Company  has entered  into  foreign  currency  forward  contracts  that are
designated  as cash flow  hedges of  exchange  rate risk  related to  forecasted
foreign currency-denominated intercompany sales. During fiscal 2000, the Company
entered into cash flow hedges for the Mexican peso with  maturity  dates ranging
from July 2000 to April 2001. The Company also entered into additional cash flow
hedges  during fiscal 2001 for 132 million  Mexican  pesos with  maturity  dates
through May 2002.

At March 24, 2001, the fair value of the open contracts was an after-tax gain of
approximately $0.2 million recorded in accumulated other comprehensive income in
shareholder's equity. Amounts deferred to accumulated other comprehensive income
will be reclassified into cost of goods sold. During the third quarter of fiscal
2001,  approximately  $0.1  million was  reclassified  from other  comprehensive
income  to cost of goods  sold.  For the nine  months  ending  March  24,  2001,
approximately $0.2 million has been reclassified from other comprehensive income
to cost of goods sold. Hedge ineffectiveness was insignificant.

Commodity  Prices:  The Company is exposed to  commodity  price risk  related to
forecasted  purchases of soybean oil, an ingredient in the  manufacture of salad
dressings and mayonnaise.  To mitigate this risk, the Company designated soybean
oil  forward  contracts  as cash  flow  hedges  of its  forecasted  soybean  oil
purchases.   The  Company   maintained   soybean  oil   contracts   that  hedged
approximately 70 percent of its planned soybean oil  requirements  during fiscal
2001.  These contracts were either sold or expired during the fiscal year and an
immaterial loss has been recorded in cost of goods sold.

The  Company is also  exposed to  commodity  price  risk  related to  forecasted
purchases of flour in its  manufacturing  process.  To mitigate  this risk,  the
Company designated a swap agreement as a cash flow hedge of its forecasted flour
purchases.  The Company maintained flour contracts that hedged  approximately 59
percent of its planned  flour  requirements  during  fiscal 2001.  The contracts
expired during fiscal 2001, and an immaterial loss was recorded in cost of goods
sold.

The  Company is also  exposed to  commodity  price  risk  related to  forecasted
purchases of corrugated (unbleached kraftliner) in its manufacturing process. To
mitigate this risk, the Company designated a swap agreement as a cash flow hedge
of its forecasted  corrugated  purchases.  At March 24, 2001, the Company had an
open  swap  hedging   approximately   80  percent  of  its  planned   corrugated
requirements.  This  agreement had no value at March 24, 2001.  The  termination
date for the agreement is June 2001.

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

The first  interest  rate swap  contract  required  payment  of a fixed  rate of
interest  (4.96  percent)  and the  receiving  of a  variable  rate of  interest
(three-month  LIBOR of 6.29  percent  as of  March  24,  2001)  on $150  million
notional  amount of  indebtedness.  The Company had a second  interest rate swap
contract to pay a fixed rate of interest  (5.32  percent) and receive a variable
rate of interest (three-
<PAGE>


month  LIBOR of 6.29  percent  as of March 24,  2001) on $100  million  notional
amount of indebtedness. Approximately 60 percent of the underlying debt is being
hedged with these  interest rate swaps.

The Company  designates  these interest rate swap contracts as cash flow hedges.
At March 24, 2001, the fair value of the contracts was an after-tax loss of $0.4
million,  which  is  recorded  in  accumulated  other  comprehensive  income  in
shareholder's  equity.  To the  extent  that  any of  these  contracts  are  not
considered  effective  in  offsetting  the  change in the value of the  interest
payments  being hedged,  any changes in fair value  relating to the  ineffective
portion of these contracts are immediately  recognized in income.  However,  the
net  gain or  loss on the  ineffective  portion  of  these  interest  rate  swap
contracts was not material during the third quarter and the first nine months of
fiscal 2001. Amounts deferred to other comprehensive income will be reclassified
into interest  expense over the life of the swap contracts.  For the three-month
and nine-month periods ended March 24, 2001, approximately $0.7 million and $2.9
million, respectively, have been reclassified from other comprehensive income to
a reduction of interest  expense.  In addition,  the value of the interest  rate
swap contracts  decreased by $1.9 million during the  three-month  period ending
March 24, 2001.

NOTE 3: DISPOSITIONS

Sale of Pickle Business:  On June 23, 2000, the Company sold its pickle business
based in Tacoma Washington to Dean Pickle and Specialty  Products Company.  This
business included pickle,  pepper,  and relish products sold primarily under the
Nalley and Farman's brand names. The Company received proceeds of $10.3 million,
$4.0 million of which was applied to the term loan  facility and $6.3 million to
the revolving credit facility. The Company will continue to contract pack Nalley
and Farman's pickle products for a period of two years, beginning June 23, 2000,
at the existing Tacoma processing plant which Agrilink Foods will operate.

In a related  transaction,  on July 21, 2000, the Company sold the machinery and
equipment  utilized in the  production of pickles and other related  products to
Dean Pickle and Specialty  Products  Company.  No  significant  gain or loss was
recognized on this  transaction.  The Company received  proceeds of $5.0 million
which were applied to bank loans,  $3.2 million of which was applied to the term
loan facility and $1.8 million of which was applied to the  Company's  revolving
credit facility.

Sale of Midwest Private Label Canned  Vegetable  Business:  On November 8, 1999,
the Company completed the sale of its 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  borrowings  outstanding  under the Company's  revolving  credit
facility.  In  addition,  Seneca  Foods  issued to the  Company  a $5.0  million
unsecured  subordinated  promissory note due February 8, 2009. This  transaction
did not include the Company's  retail  branded  canned  vegetables,  Veg-All and
Freshlike. No significant gain or loss was recognized on this transaction.

On December 17, 1999, the Company  completed the sale of its Cambria,  Wisconsin
processing  facility to Del Monte.  The sale included an agreement for Del Monte
to produce a portion of the  Company'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.

NOTE 4. AGREEMENTS WITH PRO-FAC

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

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

Additional patronage income is paid to Pro-Fac for services provided to Agrilink
Foods,  including  the provision of a long term,  stable crop supply,  favorable
payment  terms  for  crops,  and the  sharing  of risks  of  losses  of  certain
operations of the business. Earnings and losses are determined at the end of the
fiscal year,  but are accrued on an estimated  basis during the year.  Under the
Agreement, Pro-Fac is required to reinvest at least 70 percent of the additional
patronage  income in Agrilink Foods.

Amounts  received by Pro-Fac from Agrilink Foods for the nine months ended March
24, 2001 and March 25, 2000, include: commercial market value of crops delivered
$68.3 million and $69.4  million,  respectively;  and  additional  proceeds from
profit sharing provisions, $6.4 million and $11.3 million, respectively.

NOTE 5. INVENTORIES

The major classes of inventories are as follows:

(Dollars in Thousands)
                                March 24,       June 24,       March 25,
                                  2001           2000            2000
                               ----------     ----------      ----------

Finished goods                 $  319,431     $  250,112      $ 299,366
Raw materials and supplies         28,077         45,185         37,019
                               ----------     ----------      ---------
     Total inventories         $  347,508     $  295,297      $ 336,385
                               ==========     ==========      =========

On February 16, 2001, the Company completed the purchase of the frozen vegetable
inventory  of PF  Acquisition  II,  Inc.,  a former  subsidiary  of Pro-Fac that
conducted business under the name AgriFrozen Foods ("AgriFrozen").  AgriFrozen's
lender sold the  inventory  to the Company  pursuant to a private sale under the
Uniform Commercial Code after AgriFrozen  voluntarily  surrendered the inventory
to the lender.  The purchase  price was $31.6 million of which $10.0 million was
paid to the lender on April 1,  2001,  and the  remaining  balance is payable on
August 1, 2001. The $31.6 million is included in accounts payable.  In addition,
under a related agreement  between the Company and AgriFrozen,  the Company will
fund certain  operating  costs and expenses of AgriFrozen,  primarily in storing
and converting the purchased  inventory to finished  goods,  during a transition
period ending on June 30, 2001.  These expenses are estimated at $5.5 million to
$6.5 million. This funding is net of reimbursement by AgriFrozen of the proceeds
from available  receivables not pledged to the lender. The Company incurred fees
of approximately  $0.7 million related to this  transaction  which were expensed
during the quarter.

NOTE 6.       DEBT

<TABLE>
Summary of Long-Term Debt:

(Dollars in Thousands)
<CAPTION>
                                                       March 24,        June 24,            March 25,
                                                         2001             2000                2000
                                                     -----------       ----------         -----------

<S>                                                  <C>               <C>                <C>
Term Loan Facility                                   $  417,000        $  428,300         $  435,000
Senior Subordinated Notes                               200,015           200,015            200,015
Subordinated Promissory Note (net of discount)           28,460            26,144             25,447
Other                                                     5,477             6,836              6,865
                                                     ----------        ----------         ----------
     Total Debt                                         650,952           661,295            667,327
Less Current Portion                                    (15,596)          (16,583)           (16,580)
                                                     ----------        ----------         ----------
     Total Long-Term Debt                            $  635,356        $  644,712         $  650,747
                                                     ==========        ==========         ==========
</TABLE>
Amendments  to Term Loan  Facility:  The term loan facility  contains  customary
covenants  and  restrictions  on the  Company's  ability  to engage  in  certain
activities,  including, but not limited to: (i) limitations on the incurrence of
indebtedness  and  liens,  (ii)  limitations  on  sale-leaseback   transactions,
consolidations,  mergers,  sale of  assets,  transactions  with  affiliates  and
investments and (iii) covenants

<PAGE>

which require  Pro-Fac to maintain a minimum  level of  consolidated  EBITDA,  a
minimum  consolidated  interest  coverage  ratio, a minimum  consolidated  fixed
charge coverage  ratio, a maximum  consolidated  leverage  ratio,  and a minimum
level of  consolidated  net worth.

During the first quarter of fiscal 2001, the Company  negotiated an amendment to
the covenants  outlined under the credit  facility.  In  consideration  for this
amendment, the Company incurred a fee of approximately $1.7 million. This fee is
being amortized over the life of the credit facility. Pursuant to the amendment,
the  interest  rates were  modified  and the  credit  facility  currently  bears
interest, at the Company's option, at the Administrative  Agent's alternate base
rate or the  London  Interbank  Offered  Rate  ("LIBOR")  plus,  in  each  case,
applicable  margins of: (i) in the case of alternate  base rate loans,  (x) 1.25
percent for loans under the Revolving  Credit  Facility and the Term A Facility,
(y) 3.00  percent for loans under the Term B Facility  and (z) 3.25  percent for
loans under the Term C Facility  and (ii) in the case of LIBOR  loans,  (x) 3.00
percent for loans under the Revolving  Credit  Facility and the Term A Facility,
(y) 4.00  percent for loans under the Term B Facility  and (z) 4.25  percent for
loans under the Term C Facility.  The  Administrative  Agent's  "alternate  base
rate" is defined as the greater of: (i) the prime  commercial  rate as announced
by the  Administrative  Agent or (ii) the Federal  Funds rate plus 0.50 percent.
Pro-Fac and the Company are in compliance with all covenants,  restrictions, and
requirements  under the terms of the credit  facility as  amended.

Subordinated  Promissory  Note:  As  partial  consideration  for the Dean  Foods
Vegetable Company ("Dean Foods") acquisition, the Company issued to Dean Foods a
Subordinated  Promissory  Note for $30 million  aggregate  principal  amount due
November  22,  2008.  Interest on the  Subordinated  Promissory  Note is accrued
quarterly in arrears  commencing  December  31,  1998,  at a rate per annum of 5
percent until November 22, 2003, and at a rate of 10 percent thereafter.  As the
rates  on the  Note  are  below  market  value,  the  Company  has  imputed  the
appropriate  discount  utilizing an effective  interest rate of 11-7/8  percent.
Interest  accruing  through  November  22,  2003 is  required to be paid in kind
through the issuance by the Company of additional  subordinated promissory notes
identical to the Subordinated  Promissory Note. Interest accruing after November
22, 2003 is payable in cash. The Subordinated  Promissory Note may be prepaid at
the Company's option without premium or penalty.

The  Subordinated  Promissory  Note  is  expressly  subordinate  to  its  Senior
Subordinated Notes and the credit facility and contains no financial  covenants.
The Subordinated Promissory Note is guaranteed by Pro-Fac.

On December 1, 2000, Dean Foods sold the  Subordinated  Promissory Note to Great
Lakes  Kraut  Company,  LLC, a joint  venture  owned  equally by the Company and
Flanagan Brothers,  Inc. This sale did not affect the terms of the note.

NOTE 7.  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,  and  various  other  products.  Branded  products  within the  vegetable
category include Birds Eye, Birds Eye Voila!, Veg-All, Freshlike, McKenzies, and
Brooks Chili Beans.  The fruit product line consists of canned and frozen fruits
including  fruit  fillings  and  toppings.  Branded  products  within  the fruit
category  include  Comstock and  Wilderness.  The snack product line consists of
potato chips,  popcorn and other corn-based snack items. Branded products within
the snack category  include Tim's Cascade Chips,  Snyder of Berlin,  Husman,  La
Restaurante,  Erin's, Beehive, Pops-Rite, 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)
<CAPTION>

                                                         Three Months Ended         Nine Months Ended
                                                     -------------------------  -------------------------
                                                     March 24,    March 25,      March 24,     March 25,
                                                       2001         2000           2001          2000
                                                     ---------    ---------     ----------    ----------
<S>                                                  <C>          <C>           <C>           <C>
Net Sales:
  Vegetables                                         $  224.6     $   202.3     $  697.5      $   611.0
  Fruits                                                 20.4          19.8         91.1           88.7
  Snacks                                                 21.6          20.8         68.3           64.2
  Canned Meals                                           16.1          14.9         49.6           49.9
  Other                                                  11.2          13.1         34.9           41.0
                                                     --------     ---------     --------      ---------
     Continuing segments                                293.9         270.9        941.4          854.8
   Businesses sold1                                       0.0           8.1          0.0           57.9
                                                     --------     ---------     --------      ---------
       Total                                         $  293.9     $   279.0     $  941.4      $   912.7
                                                     ========     =========     ========      =========

Operating income:
   Vegetables2                                       $   17.1     $    16.8     $   48.7      $    56.7
   Fruits                                                 0.9           1.8         11.9           11.4
   Snacks                                                 0.6           1.2          4.2            4.1
   Canned Meals                                           1.2           1.6          5.9            6.1
   Other                                                  0.4           0.9          1.6            2.4
                                                     --------     ---------     --------      ---------
     Continuing segments                                 20.2          22.3         72.3           80.7
   Businesses sold1                                       0.0          (0.4)         0.0           (1.5)
                                                     --------     ---------     --------      ---------
       Subtotal                                          20.2          21.9         72.3           79.2
Gain on sale of assets                                    0.0           0.0          0.0            2.3
                                                     --------     ---------     --------      ---------
Operating income before dividing with Pro-Fac            20.2          21.9         72.3           81.5
Interest expense                                        (20.0)        (19.9)       (59.5)         (58.9)
                                                     --------     ---------     --------      ---------
Pretax income before dividing with Pro-Fac           $    0.2     $     2.0     $   12.8      $    22.6
                                                     ========     =========     ========      =========

<FN>
1  Includes the private label canned vegetable and pickle businesses sold in
   fiscal 2000. See NOTE 3 to the "Notes to Consolidated Financial Statements."

2  The vegetable product line includes earnings derived from the Company's
   investment in Great Lakes Kraut Company of $0.3 million and $0.5 million for
   the three months ended March 24, 2001 and March 25, 2000, respectively and
   $1.5 million and $2.2 million for the nine months March 24, 2001 and March
   25, 2000, respectively.
</FN>
</TABLE>

NOTE 8.       SUBSIDIARY GUARANTORS

Kennedy  Endeavors,  Incorporated  and  Linden  Oaks  Corporation,  wholly-owned
subsidiaries of the Company ("Subsidiary Guarantors"),  and the Cooperative have
jointly  and  severally,  fully  and  unconditionally  guaranteed,  on a  senior
subordinated  basis,  the  obligations  of the Company's  11-7/8  percent Senior
Subordinated Notes due 2008 (the "Notes") and the Credit Facility. The covenants
in the  Notes  and the  Credit  Facility  do not  restrict  the  ability  of the
Subsidiary  Guarantors to make cash distributions to the Company. Full financial
statements  of the  Cooperative  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          Nine Months Ended
                                          ------------------------     ------------------------
                                            March 24,    March 25,      March 24,     March 25,
                                              2001         2000           2001          2000
                                          -----------   ----------     ----------     ---------

<S>                                         <C>           <C>           <C>          <C>
Summarized Statement of Operations:
   Net sales                                $  18.3       $  17.3       $  59.7      $   56.5
   Gross profit                             $  14.2       $  13.7       $  47.5          45.5
   Income from continuing operations        $  15.7       $  14.2       $  51.2          45.9
   Net income                               $  10.2       $   9.2       $  33.3          29.8

Summarized Balance Sheet:
   Current assets                           $   3.3       $   2.9
   Noncurrent assets                        $ 207.2       $ 212.7
   Current liabilities                      $   8.6       $   6.3
</TABLE>

NOTE 9. OTHER MATTERS

Restructuring:  During  the third  quarter of fiscal  1999,  the  Company  began
implementation of 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 included operational and
administrative positions and have improved annual earnings by approximately $8.0
million. As of March 24, 2001, the restructuring charge was fully liquidated.

               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 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 of Financial  Condition and Results of Operations  (pages 12 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 are:

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

|X|  the impact of changes in consumer demand;

|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 the  realization of anticipated  synergies in operations and the
     timing of any such  synergies),  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.

<PAGE>


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, Accumulated Earnings and
Comprehensive Income in the first nine months of fiscal 2001 versus fiscal 2000.

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

The  vegetable  product  line  consists of canned and frozen  vegetables,  chili
beans, and various other products. Branded products within the vegetable product
line include Birds Eye, Birds Eye Voila!,  Freshlike,  Veg-All,  McKenzies,  and
Brooks Chili Beans.  The fruit product line consists of canned and frozen fruits
including  fruit  fillings  and  toppings.  Branded  products  within  the fruit
category  include  Comstock and  Wilderness.  The snack product line consists of
potato chips,  popcorn and other corn-based snack items. Branded products within
the snack category  include Tim's Cascade Chips,  Snyder of Berlin,  Husman,  La
Restaurante,  Erin's, Beehive, Pops-Rite, 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 nine-month periods ended March 24, 2001 and March 25, 2000.

<TABLE>
EBITDA1, 2

(Dollars in Millions)
<CAPTION>
                                         Three Months Ended                               Nine Months Ended
                             ------------------------------------------      --------------------------------------
                                   March 24,             March 25,                March 24,            March 25,
                                     2001                  2000                     2001                 2000
                             -------------------     ------------------    ------------------     -----------------
                                          % of                    % of                 % of                   % of
                                 $        Total          $        Total       $        Total         $        Total
                             ----------  --------    ----------   ------   -------     -----      -------     -----

<S>                           <C>          <C>       <C>          <C>      <C>          <C>       <C>          <C>
Vegetables                    $ 24.7       81.3%     $  23.7      75.5%    $  71.3      69.4%     $  77.3      71.7%
Fruits                           1.7        5.5          2.3       7.1        13.9      13.5         12.7      11.8
Snacks                           1.5        4.9          2.0       6.5         7.1       6.9          6.5       6.1
Canned Meals                     1.5        4.9          2.1       6.7         7.0       6.8          7.5       6.9
Other                            1.0        3.4          1.4       4.5         3.4       3.4          3.8       3.5
                              ------      -----      -------    ------     -------     -----      -------     -----
     Continuing segments        30.4      100.0         31.5     100.3       102.7     100.0        107.8     100.0
Businesses sold3                 0.0        0.0         (0.1)     (0.3)        0.0       0.0          0.0       0.0
                              ------      -----      -------    ------     -------     -----      -------     -----
     Total                    $ 30.4      100.0%     $  31.4     100.0%    $ 102.7     100.0%     $ 107.8     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,
     interest  expense,  depreciation  and  amortization  of goodwill  and other
     intangibles.

     EBITDA  should not be considered  as an  alternative  to net income or cash
     flows from operations or any other accounting  principle generally accepted
     in the United States of America as a measure of performance or liquidity.

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

2    Excludes gain on sale of assets in fiscal 2000. See NOTE 3 to the "Notes to
     Consolidated Financial Statements."

3    Represents  the  operating  results of the private  label canned  vegetable
     business and pickle  business sold in fiscal 2000. See NOTE 3 to the "Notes
     to Consolidated Financial Statements."
</FN>
</TABLE>


<PAGE>

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

                                        Three Months Ended                            Nine Months Ended
                           -----------------------------------------      ----------------------------------------
                                March 24,               March 25,              March 24,              March 25,
                                  2001                    2000                   2001                   2000
                           ------------------      -----------------      ------------------    ------------------
                                        % of                   % of                   % of                   % of
                              $         Total          $       Total         $        Total        $         Total
                           -------      -----      --------    -----      -------     -----     --------     -----

<S>                        <C>           <C>       <C>          <C>       <C>           <C>      <C>           <C>
Vegetables                 $ 224.6       76.4%     $  202.3     72.5%     $ 697.5       74.1%    $  611.0      67.0%
Fruits                        20.4        6.9          19.8      7.1         91.1        9.7         88.7       9.7
Snacks                        21.6        7.3          20.8      7.5         68.3        7.3         64.2       7.0
Canned Meals                  16.1        5.5          14.9      5.3         49.6        5.3         49.9       5.5
Other                         11.2        3.9          13.1      4.7         34.9        3.6         41.0       4.5
                           -------      -----      --------   ------      -------     ------     --------     -----
     Continuing segments     293.9      100.0         270.9     97.1        941.4      100.0        854.8      93.7
Businesses sold1               0.0        0.0           8.1      2.9          0.0        0.0         57.9       6.3
                           -------      -----      --------   ------      -------     ------     --------     -----
     Total                 $ 293.9      100.0%     $  279.0    100.0%     $ 941.4      100.0%    $  912.7     100.0%
                           =======      =====      ========   ======      =======     ======     ========     =====
<FN>

1    Includes  net sales of the private  label  canned  vegetable  business  and
     pickle  business  sold  in  fiscal  2000.  See  NOTE  3 to  the  "Notes  to
     Consolidated Financial Statements."
</FN>
</TABLE>

<TABLE>
Operating Income1
(Dollars in Millions)
<CAPTION>

                                                   Three Months Ended                           Nine   Months  Ended
                                             March 24,              March 25,              March 24,               March 25,
                                               2001                   2000                   2001                    2000
                                       ----------------------   -----------------     -------------------     ------------------
                                                    % of                    % of                    % of                   % of
                                          $         Total          $        Total        $          Total         $        Total
                                       -------      -----       -------     -----      ------       -----     --------     -----

<S>                                    <C>           <C>        <C>         <C>       <C>            <C>      <C>           <C>
Vegetables                             $  17.1       84.6%      $  16.8     76.7%     $  48.7        67.4%    $  56.7       71.6%
Fruits                                     0.9        4.5           1.8      8.3         11.9        16.5        11.4       14.4
Snacks                                     0.6        3.0           1.2      5.4          4.2         5.8         4.1        5.2
Canned Meals                               1.2        5.9           1.6      7.3          5.9         8.2         6.1        7.6
Other                                      0.4        2.0           0.9      4.1          1.6         2.1         2.4        3.0
                                       -------      -----       -------   ------      -------       -----     -------      -----
     Continuing segments                  20.2      100.0          22.3    101.8         72.3       100.0        80.7      101.8
Businesses sold2                           0.0        0.0          (0.4)    (1.8)         0.0         0.0        (1.5)      (1.8)
                                       -------      -----       -------   ------      -------       -----     -------      -----
     Total                             $  20.2      100.0%      $  21.9    100.0%     $  72.3       100.0%    $  79.2      100.0%
                                       =======      =====       =======   ======      =======       =====     =======      =====

<FN>
1    Excludes  the gain on sale of  assets  in  fiscal  2000.  See NOTE 3 to the
     "Notes to Consolidated Financial Statements."

2    Represents  the  operating  results of the private  label canned  vegetable
     business and pickle  business sold in fiscal 2000. See NOTE 3 to the "Notes
     to Consolidated Financial Statements."
</FN>
</TABLE>

       CHANGES FROM THIRD QUARTER FISCAL 2001 TO THIRD QUARTER FISCAL 2000

Net income for the third  quarter of fiscal 2001  decreased  approximately  $0.5
million  as  compared  to the third  quarter  of  fiscal  2000.  Net sales  from
continuing  segments,  however,  showed an  increase  of $23.0  million,  or 8.5
percent.   Approximately   $18.5  million  of  the  net  sales  improvement  was
attributable to an increase in frozen  vegetable  sales,  and an additional $4.7
million was  associated  with a co-pack  agreement for pickles in the Northwest.
Increases in manufacturing  costs associated with  significantly  higher utility
and freight costs  throughout the nation as well as lower than  anticipated crop
intake in the eastern  part of the  country,  contributing  to less than optimal
plant efficiencies,  continued to negatively impact earnings. The Company's goal
of  reducing  inventories  has  provided  some  offset as  expenses  related  to
warehousing  have been reduced by  approximately  $2.0 million  during the third
quarter of fiscal  2001 as  compared  to the third  quarter of fiscal  2000.  In
addition,  management has continued efforts to reduce administrative and general
expenses  during the third  quarter by reducing  marketing  spending and various
employee incentive programs.

<PAGE>
In reviewing the quarter,  management also utilizes an evaluation of EBITDA from
continuing  segments,  as  presented  on page 12, as a measure  of  performance.
Excluding  businesses  sold,  EBITDA from  continuing  segments  decreased  $1.1
million,  or 3.5 percent,  to $30.4  million in the third quarter of the current
fiscal year from $31.5  million in the third quarter of the prior fiscal year. A
detailed  accounting  of the  significant  reasons  for changes in net sales and
EBITDA by product line follows.

Vegetable   sales   increased   $22.3  million  or  11.0  percent.   Significant
contributors  to this  level of growth  include  net sales from Birds Eye frozen
vegetables which increased $6.6 million or 10.9 percent.  For the 12 weeks ended
March 4, 2001, the total frozen vegetable category unit sales versus a year ago,
as reported by Information  Resources Inc., decreased by 3.1 percent,  while the
Birds Eye brand unit volume sales for the same  timeframe  decreased by only 0.3
percent,  and the category  leader  decreased by 12.1  percent.  During the same
timeframe,  the Birds Eye brand unit share  increased by 0.5 percentage  points,
while the category leader decreased by 1.8 percentage  points. In addition,  the
Company  experienced  net sales  growth in its  private  label and food  service
business of $15.1  million  during the  quarter,  approximately  $9.8 million of
which was  associated  with the inventory  purchased  from  AgriFrozen  Foods, a
former subsidiary of Pro-Fac.  While these channels provide growth in net sales,
the margin for these products is typically  lower than that received for branded
products.  Additionally,  the  Company's  co-pack  agreement  for pickles in the
Northwest  accounted  for $4.7  million of the  increase  in net sales.  Co-pack
agreements  typically yield lower margins than the Company's other product lines
but do provide for greater utilization of manufacturing facilities.  The Company
also experienced a decline in Voila!  sales of approximately $3.6 million due to
the timing of various competitive promotional programs.

Along with the  increase  in net sales,  vegetables  experienced  an increase in
EBITDA of $1.0 million, or 4.2 percent, primarily driven from the improvement in
net sales of branded  frozen  vegetables.  While the  branded  frozen  vegetable
business continues to show improvements,  EBITDA was negatively  impacted by the
increase in manufacturing, freight and utility costs as discussed above.

Net sales for the fruit product line  increased  $0.6  million,  or 3.0 percent,
while  EBITDA  decreased  $0.6  million.  The modest  increase  in net sales was
primarily  attributable  to  improvements  in  private  label  pie  filling  and
toppings,  applesauce,  and frozen fruit sales.  Again, while the Company showed
improvement  in net sales,  the EBITDA for this  category  declined  impacted by
product mix and higher manufacturing costs.

Net sales for the snack product line  increased  $0.8  million,  or 3.8 percent,
primarily due to increased volume within the potato chip category. However, this
growth in net sales was offset by significantly higher utility costs incurred at
the Company's snack operations and,  therefore,  resulted in reduced margins. In
addition,  competitive  pressures  within the popcorn  product line  continue to
negatively impact earnings.

Net sales for  canned  meals  increased  $1.2  million,  or 8.1  percent  due to
increases in unit sales of branded  prepared chili.  However,  EBITDA  decreased
$0.6  million  from $2.1  million to $1.5  million due to increases in costs and
timing of various promotional programs.

The other product line, primarily represented by salad dressings,  experienced a
decrease in net sales of $1.9  million,  or 14.5  percent,  due  primarily  to a
decline in unit volume  associated  with the loss of a private  label  customer.
EBITDA decreased $0.4 million as a result of the above sales decline.

Operating Income: Operating income from continuing segments decreased from $22.3
million  in the third  quarter  of  fiscal  2000 to $20.2  million  in the third
quarter  of fiscal  2001.  This  represents  a decrease  of $2.1  million or 9.4
percent. Significant variances are highlighted above in the discussion of EBITDA
and net sales from continuing segments.

Selling,  Administrative,  and General Expenses:  Selling,  administrative,  and
general expenses have increased $6.9 million,  or 10.5 percent, as compared with
the  third  quarter  of  the  prior  fiscal  year.  The  increase  is  primarily
attributable  to  increases  in  promotional  spending  as a result of net sales
increases in the branded vegetable  category.  However,  marketing expenses have
been  reduced  during  the  quarter to offset  cost  increases  incurred  in the
Company's manufacturing  operations.  Also, in the third quarter of fiscal 2000,
the Company  reduced its accrual  associated  with  various  employee  incentive
programs due to overall performance.

Income from Joint Venture:  This amount  represents  earnings  received from the
investment  in Great  Lakes Kraut LLC, a joint  venture  between the Company and
Flanagan  Brothers,  Inc. Earnings from the joint venture decreased $0.2 million
as compared to the prior year. This decline is attributable to a decrease in net
sales due to  competitive  pressures  and an  increase  in freight  costs due to
higher fuel prices.


<PAGE>

Interest  Expense:  Interest expense  increased $0.1 million to $20.0 million in
the third  quarter  of fiscal  2001 from $19.9  million in the third  quarter of
fiscal 2000.  The increase is the result of an increase in the weighted  average
interest rate of 18 basis points resulting from both amendments to the Company's
credit  facility during  September 2000 and the impact of general  interest rate
increases on unhedged net  borrowings.  The increase was offset by lower average
outstanding balances during the quarter of approximately $17.7 million.

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

In fiscal  2001,  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.

Tax  Provision:  The provision  for income taxes  decreased  approximately  $0.4
million  from the prior year as a result of the change in  earnings  before tax.
The Company's  effective tax rate is also impacted by the  non-deductibility  of
certain amounts of goodwill.


   CHANGES FROM FIRST NINE MONTHS FISCAL 2001 TO FIRST NINE MONTHS FISCAL 2000

Excluding  the gain on sale of assets,  net income for the first nine  months of
fiscal 2001  decreased  $1.5 million from fiscal 2000.  However,  net sales from
continuing  segments  showed an  increase  of $86.6  million,  or 10.1  percent.
Approximately  $49.6 million of the net sales improvement was attributable to an
increase  in  frozen  vegetable  sales,  and an  additional  $38.0  million  was
associated  with  various  co-pack  agreements.  While the Company  continues to
benefit from this significant  improvement in net sales, it has also experienced
a significant increase in its manufacturing costs. Increased manufacturing costs
are primarily  associated  with  significantly  higher freight and utility costs
throughout the nation and lower than anticipated crop intake in the eastern part
of the country. To mitigate the increase in manufacturing costs,  management has
focused  efforts  on  inventory  reduction  to  reduce  warehousing  costs,  and
management  has taken steps to monitor and  control  administrative  and general
expenses.  These  actions  have  primarily  focused  on  reductions  in  certain
marketing  programs and various  employee  incentive  programs.  Management will
continue to focus its efforts on cost savings  initiatives to reduce its overall
spending.

In reviewing the first nine months of its fiscal year,  management also utilizes
an evaluation of EBITDA from continuing  segments,  as presented on page 12 as a
measure of  performance.  Excluding  businesses  sold,  EBITDA  from  continuing
segments decreased $5.1 million,  or 4.7 percent, to $102.7 million in the first
nine  months of the current  fiscal  year from $107.8  million in the first nine
months of the prior  fiscal  year.  A  detailed  accounting  of the  significant
reasons for changes in net sales and EBITDA by product line follows.

Vegetable  sales  increased  $86.5  million  or 14.2  percent.  This  growth  is
primarily attributable to a $4.9 million increase in net sales from Voila! and a
$17.2 million  increase in Birds Eye frozen  vegetables.  For the 36-week period
ending March 4, 2001, the total frozen vegetable  category retail unit sales, as
reported by Information Resources,  Inc., were down slightly, 2.6 percent, while
the Birds Eye brand  retail  unit sales for the same time period  increased  1.0
percent.  The category  leader's  retail unit sales decreased 9.6 percent during
the same 36-week period. In addition,  volume  improvements in private label and
food service frozen vegetables  accounted for $22.0 million of the increase.  As
highlighted  in the quarter,  $9.8 million of the increase in private  label and
food service frozen vegetable sales was associated with the inventory  purchased
from AgriFrozen Foods. Further, various co-pack agreements for canned vegetables
in the  Midwest  and for  pickles in the  Northwest  in total  accounted  for an
additional  $38.0  million  of the  net  sales  increase.  While  these  co-pack
agreements typically yield lower margins than the Company's other product lines,
they do provide for greater  utilization of manufacturing  facilities.  Although
vegetables  experienced an increase in net sales, EBITDA decreased $6.0 million.
The reduction in EBITDA was impacted by both increased  manufacturing  costs and
competitive pressures.

Net sales for the fruit product line  increased  $2.4  million,  or 2.7 percent,
while EBITDA increased $ 1.2 million, or 9.4 percent.  The net sales improvement
was led by  increases  in private  label pie  fillings  and toppings and private
label and co-pack frozen fruits.  The  improvement in EBITDA is  attributable to
the increase in sales and improved pricing.



<PAGE>


Net sales for the snack product line  increased  $4.1  million,  or 6.4 percent,
primarily due to increased volume within the potato chip category.  Accordingly,
EBITDA also showed  improvements of $0.6 million,  or 9.2 percent.  In addition,
EBITDA in the prior year was  negatively  impacted  by residual  strike  related
costs at the Snyder of Berlin facility in its first quarter of fiscal 2000. This
matter  was  settled  in  July  2000,  and   management   believes  its  current
relationship with these employees is good.

Net sales for canned meals decreased $0.3 million, or 0.6 percent,  while EBITDA
decreased $0.5 million, or 6.7 percent.  EBITDA decreased as a result of product
mix changes, increased costs, and timing of various promotional programs.

The other  product line net sales,  primarily  represented  by salad  dressings,
decreased $6.1 million, or 14.9 percent, while EBITDA decreased $0.4 million, or
10.5  percent.  The net sales and  EBITDA  decline  is due to a decline  in unit
volume  associated  with a loss of a private label  customer.  In addition,  the
Company  benefited  from  reductions in product  costs  primarily in the cost of
oils.

Operating Income: Operating income from continuing segments decreased from $80.7
million in the first nine  months of fiscal  2000 to $72.3  million in the first
nine months of fiscal 2001.  This  represents a decrease of $8.4 million or 10.4
percent. Significant variances are highlighted above in the discussion of EBITDA
and net sales from continuing segments.

Selling,  Administrative,  and General Expenses:  Selling,  administrative,  and
general expenses have increased $1.7 million,  or 0.8 percent,  as compared with
the first nine months of the prior fiscal year. As noted above,  the increase is
primarily  attributable to increases in promotional  spending as a result of net
sales  increases in the branded  category  offset by  reductions in marketing to
offset cost increases incurred in the Company's manufacturing operations.

Income from Joint Venture:  This amount  represents  earnings  received from the
investment  in Great  Lakes Kraut LLC, a joint  venture  between the Company and
Flanagan  Brothers,  Inc. Earnings from the joint venture decreased $0.7 million
as  compared  to the same  period of the prior  fiscal  year.  This  decline  is
attributable  to a decrease  in net sales due to  competitive  pressures  and an
increase in freight costs due to higher fuel prices.

Gain on Sale of Assets:  On December  17,  1999,  the Company  sold its 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 $0.6 million from the prior year to
$59.5 million. The increase is the result of an increase in the weighted average
interest rate of 45 basis points resulting from both amendments to the Company's
credit  facility  during  September 2000 and general  interest rate increases on
unhedged  net  borrowings  during  the first  nine  months of  fiscal  2001.  In
addition,  interest expense was negatively  impacted by the amortization of fees
paid in conjunction  with the September 2000 amendments to the Company's  credit
facility. The increases were offset by lower average outstanding balances during
the first  nine  months  of the  fiscal  year of  approximately  $35.7  million,
primarily due to required  repayments  and mandatory  prepayments  of short-term
debt  related to the sale of the private  label  canned  vegetable  business and
pickle business.

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

In fiscal  2001,  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.

Tax Provision: The provision for taxes decreased approximately $2.1 million from
the prior year as a result of the change in earnings  before tax. The  Company's
effective tax rate is also impacted by the  non-deductibility of certain amounts
of goodwill.



<PAGE>


                         LIQUIDITY AND CAPITAL RESOURCES

The  following  discussion  highlights  the  major  variances  in the  unaudited
"Consolidated Statement of Cash Flows" for the nine months ended March 24, 2001,
as compared to the nine months ended March 25, 2000.

Net cash used in  operating  activities  decreased  $35.2  million over the nine
months of the prior fiscal year.  This decrease  primarily  results from a $30.3
million decrease in inventories (including prepaid manufacturing expense) due to
the sale of the private label canned vegetable and pickle businesses, management
efforts to reduce  outstanding  inventory  levels,  and reductions caused by the
agricultural  conditions  in the eastern part of the country  which  limited the
Company's crop intake.  Offsetting the benefits of the inventory  reductions was
an increase in cash used to liquidate  accounts payable and other accruals.  The
purchase  of  inventory  from  AgriFrozen  Foods  had no  significant  impact on
operating cash flow for the quarter as the increase in inventories was offset by
a  corresponding  increase  in  accounts  payable.  The  purchase  price  of the
AgriFrozen Foods inventory was $31.6 million, of which $10.0 million was paid on
April 1, 2001, and the remaining balance is due on August 1, 2001. See NOTE 5 to
the "Notes to Consolidated Financial Statements.

Net cash used in  investing  activities  in the first nine months of fiscal 2001
increased  $47.2  million from the first nine months of fiscal 2000.  The change
was  primarily a result of a reduction in proceeds  received from asset sales of
$48.4 million (see NOTE 3 to the "Notes to Consolidated  Financial  Statements")
offset  by a slight  reduction  in  equipment  purchases  of $0.7  million.  The
purchase of property, plant, and equipment was for general operating purposes.

Net cash provided by financing  activities  increased  $11.6  million.  However,
fiscal 2000 included  mandatory  prepayments  of short-term  debt related to the
sale of the Company's  private label canned  vegetable  business ($42.4 million)
and Cambria,  Wisconsin  facility  ($4.5  million).  See NOTE 3 to the "Notes to
Consolidated   Financial  Statements."  Thus,  excluding  the  impact  of  these
prepayments,  proceeds from short-term  debt borrowings  decreased $35.3 million
which was caused by the elimination of inventory and other operating  activities
associated with those businesses sold.

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

As of March 24, 2001, (i) cash borrowings outstanding under the Revolving Credit
Facility were $78.0 million,  (ii) there were $13.2 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 $108.8 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 the Company meet certain
financial tests and ratios and comply with certain restrictions and limitations.
During the first quarter of fiscal 2001, the Company  negotiated an amendment to
the  covenants   outlined  under  its  credit  facility.   See  NOTE  6  of  the
"Consolidated  Financial  Statements" for further details. As of March 24, 2001,
Pro-Fac and the Company are in compliance with all such covenants, restrictions,
and limitations under the terms of the credit facility as amended.

                          NEW ACCOUNTING PRONOUNCEMENTS

In December  1999, the  Securities  and Exchange  Commission  (the "SEC") issued
Staff  Accounting  Bulletin ("SAB") No. 101,  "Revenue  Recognition in Financial
Statements." SAB No. 101 provides guidance on the recognition,  presentation and
disclosure of revenue in the financial statements filed with the SEC. SAB No.101
outlines the basic  criteria that must be met to recognize  revenue and provides
guidance for disclosure related to revenue recognition policies.  The Company is
required  to adopt SAB No.  101  during  the  fourth  quarter  of  fiscal  2001.
Management  believes the adoption of this pronouncement will not have a material
impact on its financial statements or results of operations.

In  July  2000,  the  Emerging  Issues  Task  Force  ("EITF")  of the  Financial
Accounting  Standards Board reached a consensus on Issue 00-14,  "Accounting for
Certain Sales Incentives." The consensus addresses the recognition, measurement,
and income statement  classification  for sales incentives that a company offers
to its customers.  The Company must adopt EITF Issue 00-14 in the fourth quarter
of fiscal 2001. Accordingly,  coupon expense, now classified as selling, general
and administrative  expense,  will be reclassified as a reduction of gross sales
and all prior periods will also be  reclassified  to reflect this  modification.
The  adoption  of EITF Issue  00-14 is not  expected  to  materially  impact the
Company's financial statements. The Company estimates that its coupon expense is
approximately $6.5 to $7.5 million per year.


<PAGE>

In  July  2000,  the  EITF  also  reached  a final  consensus  on  Issue  00-10,
"Accounting  for Shipping and Handling  Fees and Costs." The EITF  addresses the
income  statement  classification  for shipping and handling costs and revenues.
Issue  00-10 will become  effective  during the fourth  quarter of fiscal  2001.
Accordingly,  freight  expense,  currently  classified  as a reduction  to gross
sales,  will be  classified  as component of cost of sales and all prior periods
will be reclasssified to reflect this  modification.  The adoption of EITF Issue
00-10 is not  expected  to have a  material  affect on the  Company's  financial
statements and results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

The  Company  has entered  into  foreign  currency  forward  contracts  that are
designated  as cash flow  hedges of  exchange  rate risk  related to  forecasted
foreign currency-denominated  intercompany sales. At March 24, 2001, the Company
had cash flow hedges for the Mexican peso with maturity dates ranging from March
2001 to May 2002.  The fair value of these open  contracts was an after-tax gain
of approximately $0.2 million recorded in accumulated other comprehensive income
in shareholder's  equity.  Amounts deferred to accumulated  other  comprehensive
income will be reclassified into cost of goods sold. During the third quarter of
fiscal   2001,   approximately   $0.1  million  was   reclassified   from  other
comprehensive  income to cost of goods sold. For the first nine months of fiscal
2001,  approximately $0.2 million has been reclassified from other comprehensive
income to cost of goods sold. Hedge ineffectiveness was insignificant.

                                                           Foreign Currency
                                                               Forward
                                                          -----------------
Contract amounts                                          140 million Pesos
Weighted average settlement exchange rate                     10.1850 %


Commodity  Prices:  The Company is exposed to  commodity  price risk  related to
forecasted  purchases of soybean oil, an ingredient in the  manufacture of salad
dressings and mayonnaise.  To mitigate this risk, the Company designates soybean
oil  forward  contracts  as cash  flow  hedges  of its  forecasted  soybean  oil
purchases.   The  Company   maintained   soybean  oil   contracts   that  hedged
approximately 70 percent of its planned soybean oil  requirements  during fiscal
2001.  These  contracts  were either sold or expired  during fiscal 2001, and an
immaterial loss was recorded in cost of goods sold.

The  Company is also  exposed to  commodity  price  risk  related to  forecasted
purchases of flour in its  manufacturing  process.  To mitigate  this risk,  the
Company designates a swap agreement as a cash flow hedge of its forecasted flour
purchases.  The Company maintained flour contracts that hedged  approximately 59
percent of its planned  flour  requirements  during  fiscal 2001.  The contracts
expired during fiscal 2001, and an immaterial loss was recorded in cost of goods
sold.

The  Company is also  exposed to  commodity  price  risk  related to  forecasted
purchases of corrugated (unbleached kraftliner) in its manufacturing process. To
mitigate this risk, the Company designates a swap agreement as a cash flow hedge
of its forecasted  corrugated  purchases.  At March 24, 2001, the Company had an
open  swap  hedging   approximately   80  percent  of  its  planned   corrugated
requirements. The agreement had no fair value at March 24, 2001. The termination
date for the agreement is June 2001.

                                                              Swap
                                                           Corrugated
                                                    (Unbleached Kraftliner)
                                                    -----------------------
Notional amount                                         30,000 short tons
Average paid rate                                        $475/short ton
Average receive rate                             Floating rate/short ton - $460
Maturities through                                          June 2001


<PAGE>



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

The first  interest  rate swap  contract  required  payment  of a fixed  rate of
interest  (4.96  percent)  and the  receiving  of a  variable  rate of  interest
(three-month  LIBOR of 6.29  percent  as of  March  24,  2001)  on $150  million
notional  amount of  indebtedness.  The Company had a second  interest rate swap
contract to pay a fixed rate of interest  (5.32  percent) and receive a variable
rate of interest  (three-month  LIBOR of 6.29  percent as of March 24,  2001) on
$100 million  notional amount of  indebtedness.  Approximately 60 percent of the
underlying debt is being hedged with these interest rate swaps.

The Company  designates  these interest rate swap contracts as cash flow hedges.
At March 24, 2001, the fair value of the contracts was an after-tax loss of $0.4
million,  recorded in accumulated  other  comprehensive  income in shareholders'
equity.

To the  extent  that any of these  contracts  are not  considered  effective  in
offsetting the change in the value of the interest  payments  being hedged,  any
changes in fair value relating to the ineffective  portion of these contacts are
immediately  recognized  in  income.  However,  the  net  gain  or  loss  on the
ineffective  portion of these  interest  rate swap  contracts  was not  material
during the third quarter and first nine months of fiscal 2001.  Amounts deferred
to other  comprehensive  income will be reclassified  into interest expense over
the life of the swap contracts. For the three months and nine months ended March
24, 2001,  approximately $0.7 million and $2.9 million,  respectively,  has been
reclassified from other comprehensive income to a reduction of interest expense.
In addition,  the value of the interest  rate swaps  contract  decreased by $1.9
million during the three-month period ending March 24, 2001.

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

                                                           March 24, 2001
                                                           --------------
Interest Rate Swap:
Variable to Fixed - notional amount                         $250 million
Average pay rate                                            4.96 - 5.32%
Average receive rate                                    Floating rate - 6.29%
Maturities through                                          October 2001

In a declining  interest  rate market,  the  benefits of the hedge  position are
minimized,  however,  the Company will 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.  Efforts have focused on the  consolidation  of
operating  functions and the  elimination of  approximately  five percent of the
workforce.  Reductions  in personnel  included  operational  and  administrative
positions and have improved annual earnings by approximately $8.0 million. As of
March 24, 2001, the restructuring reserve was fully liquidated.

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.

The crop and  yield  resulting  from the 2000  growing  season  has  provided  a
sufficient, if not ample, supply throughout the industry. However, harsh weather
conditions did impact corn yields which reduced supply and, in turn, resulted in
higher pricing for this commodity.



<PAGE>


MARKET AND INDUSTRY DATA

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


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

          (a)  Exhibits

              Exhibit Number                                                      Description
              --------------          ------------------------------------------------------------------------------------
<CAPTION>

                  <S>               <C>
                  10.29               Service Agreement By and Between Agrilink Foods, Inc. and PF Acquisition II.

                  10.30               Bill of Sale By and Between  Agrilink Foods,  Inc. and CoBank,  ACB for the Purchase of
                                      PF Acquisition II Inventory.

                  99.1                Pro-Fac  Cooperative,  Inc.  Financial  Statements for the Quarterly Period Ended March
                                      24, 2001.

          (b)  Reports on Form 8-K:

               Two Form 8-Ks were filed by the Company  during the third quarter
               of fiscal 2001.

               |X|  On January 23, 2001,  the Company filed a Form 8-K regarding
                    the announcement by AgriFrozen Foods  ("AgriFrozen")  of the
                    closing of its frozen  vegetable  business.  As part of that
                    announcement, and at the request of AgriFrozen's lender, the
                    Company  submitted  a proposal  to  purchase  the  remaining
                    inventory of AgriFrozen.

               |X|  On  February  16,  2001,  the  Company  filed a Form  8-K to
                    announce  its  completion  of the  purchase of  AgriFrozen's
                    inventory  and  related   repacking  and  inventory  storage
                    agreements.

</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: May 4, 2001                 By:/s/   Earl L. Powers
     -------------                   -----------------------------------
                                           EARL L. POWERS
                                   EXECUTIVE VICE PRESIDENT FINANCE AND
                                         CHIEF FINANCIAL OFFICER
                                      (Principal Financial Officer
                                     and Principal Accounting Officer)


<PAGE>

<TABLE>

                                                   Exhibit Index

Exhibit Number                                      Description                                            Page
<CAPTION>

   <S>           <C>                                                                                       <C>
   10.29         Service  Agreement By and Between  Agrilink Foods,  Inc. and PF Acquisition II.            24

   10.30         Bill of Sale By and Between Agrilink Foods, Inc. and CoBank, ACB for  the
                 Purchase of PF Acquisition II Inventory.                                                   37

   99.1          Pro-Fac Cooperative, Inc. Financial Statements for the Quarterly Period Ended
                 March 24, 2001.                                                                            40

</TABLE>