UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    Form 10-Q



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

                For the quarterly period ended December 29, 2001

                                       OR

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

                        For the transition period from to

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


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


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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 February 2, 2002.

                              Common Stock: 10,000



<PAGE>



                          PART I. FINANCIAL INFORMATION

ITEM I. FINANCIAL STATEMENTS

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

                                                                         Three Months Ended                 Six Months Ended
                                                                  -------------------------------   -------------------------------
                                                                  December 29,      December 23,    December 29,      December 23,
                                                                        2001            2000             2001              2000
                                                                  ---------------   --------------  --------------    -------------

<S>                                                                <C>               <C>             <C>               <C>
Net sales                                                          $  294,549        $  327,330      $  543,781        $  590,721
Cost of sales                                                        (223,886)         (265,164)       (427,248)         (479,270)
                                                                   ----------        ----------      ----------        ----------
Gross profit                                                           70,663            62,166         116,533           111,451
Selling, administrative, and general expense                          (30,927)          (30,283)        (63,766)          (60,555)
Restructuring                                                          (1,572)                0          (2,622)                0
Gain from pension curtailment                                               0                 0           2,472                 0
Income from joint venture                                                 950               949           1,198             1,224
                                                                   ----------        ----------      ----------        ----------
Operating income before dividing with Pro-Fac                          39,114            32,832          53,815            52,120
Interest expense                                                      (16,479)          (20,270)        (35,692)          (39,488)
                                                                   ----------        ----------      ----------        ----------
Pretax income before dividing with Pro-Fac                             22,635            12,562          18,123            12,632
Pro-Fac share of income                                               (11,318)           (6,281)         (9,062)           (6,316)
                                                                   ----------        ----------      ----------        ----------
Income before taxes                                                    11,317             6,281           9,061             6,316
Tax provision                                                          (4,979)           (2,678)         (3,985)           (2,691)
                                                                   ----------        ----------      ----------        ----------
Net income                                                              6,338             3,603           5,076             3,625
Accumulated earnings at beginning of period                             2,809             4,022           4,071             4,000
                                                                   ----------        ----------      ----------        ----------
Accumulated earnings at end of period                              $    9,147        $    7,625      $    9,147        $    7,625
                                                                   ==========        ==========      ==========        ==========

Net income                                                         $    6,338        $    3,603      $    5,076        $    3,625
Other comprehensive income:
   Unrealized gain/(loss) on hedging activity, net of taxes                66            (1,414)           (374)              890
                                                                   ----------        ----------      ----------        ----------
Comprehensive income                                               $    6,404        $   $2,189      $    4,702        $    4,515
                                                                   ==========        ==========      ==========        ==========

Accumulated other comprehensive (loss)/
   income at beginning of period                                   $     (395)       $    1,779      $       45        $     (525)
Unrealized gain/(loss) on hedging activity, net of taxes                   66            (1,414)           (374)              890
                                                                   ----------        ----------      ----------        ----------
Accumulated other comprehensive (loss)/
   income at end of period                                         $     (329)       $     $365      $     (329)       $      365
                                                                   ==========        ==========      ==========        ==========

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


<PAGE>



<TABLE>
Agrilink Foods, Inc.
Consolidated Balance Sheets
(Dollars in Thousands)
                                                                                     December 29,       June 30,       December 23,
                                                                                        2001              2001             2000
                                                                                     -----------        ----------     -----------
                                                                                     (Unaudited)                       (Unaudited)

                                     ASSETS
<S>                                                                                   <C>               <C>             <C>
Current assets:
   Cash and cash equivalents                                                          $    5,913        $    7,656      $    5,761
   Accounts receivable trade, net                                                         86,188            85,543         120,399
   Accounts receivable, co-pack activity and other                                        13,425             7,949          14,165
   Income taxes refundable                                                                     0               272               0
   Current deferred tax asset                                                              2,202             2,202          11,552
   Inventories                                                                           388,745           313,856         360,450
   Current investment in CoBank                                                            1,333             3,998             976
   Prepaid manufacturing expense                                                           3,686            22,427           3,976
   Prepaid expenses and other current assets                                              18,683            19,603          19,713
   Due from Pro-Fac Cooperative, Inc.                                                          0               245               0
                                                                                      ----------        ----------      ----------
       Total current assets                                                              520,175           463,751         536,992
Investment in CoBank                                                                      10,660            10,660          15,893
Investment in joint venture                                                                9,117             8,018           8,000
Property, plant and equipment, net                                                       297,343           305,531         309,516
Assets held for sale at net realizable value                                                 120               120             339
Goodwill                                                                                  53,914            53,914          54,931
Intangible assets, net                                                                   194,271           194,863         198,749
Other assets                                                                              24,006            24,014          26,197
Note receivable due from Pro-Fac Cooperative, Inc.                                         9,400             9,400           9,400
                                                                                      ----------        ----------      ----------
       Total assets                                                                   $1,119,006        $1,070,271      $1,160,017
                                                                                      ==========        ==========      ==========





                      LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
   Notes payable                                                                      $  114,800        $        0      $  103,700
   Current portion of obligations under capital leases                                       316               316             218
   Current portion of long-term debt                                                      15,560            15,599          16,596
   Accounts payable                                                                       31,552           117,851          46,727
   Income taxes payable                                                                    5,117                 0           3,597
   Accrued interest                                                                       11,640             9,253           7,194
   Accrued employee compensation                                                           9,031            10,081           8,157
   Other accrued expenses                                                                 52,498            49,347          67,172
   Due to Pro-Fac Cooperative, Inc.                                                        8,600                 0          22,949
                                                                                      ----------        ----------      ----------
       Total current liabilities                                                         249,114           202,447         276,310
Obligations under capital leases                                                             571               571             520
Long-term debt                                                                           629,419           631,128         637,304
Deferred income tax liabilities                                                           26,376            26,376          32,262
Other non-current liabilities                                                             28,492            29,417          29,928
                                                                                      ----------        ----------      ----------
       Total liabilities                                                                 933,972           889,939         976,324
                                                                                      ----------        ----------      ----------
Commitments and contingencies
Shareholder's Equity:
   Common stock, par value $.01;
     10,000 shares authorized, issued and outstanding, owned by Pro-Fac Cooperative, Inc.      0                 0               0
   Additional paid-in capital                                                            176,216           176,216         175,703
   Accumulated earnings                                                                    9,147             4,071           7,625
   Accumulated other comprehensive income/(loss):
     Unrealized gain on hedging activity                                                     244               618             890
     Minimum pension liability adjustment                                                   (573)             (573)           (525)
                                                                                      ----------        ----------      ----------
         Total shareholder's equity                                                      185,034           180,332         183,693
                                                                                      ----------        ----------      ----------
       Total liabilities and shareholder's equity                                     $1,119,006        $1,070,271      $1,160,017
                                                                                      ==========        ==========      ==========

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


<PAGE>


<TABLE>
Agrilink Foods, Inc.
Consolidated Statements of Cash Flows
(Dollars in Thousands)
(Unaudited)
                                                                                                            Six Months Ended
                                                                                                 ----------------------------------
                                                                                                 December 29,         December 23,
                                                                                                      2001                 2000
                                                                                                 --------------       -------------
<S>                                                                                                <C>                  <C>
Cash Flows From Operating Activities:
   Net income                                                                                      $    5,076           $    3,625
   Adjustments to reconcile net income to net cash used in operating activities -
     Depreciation                                                                                      15,376               15,244
     Amortization of goodwill and certain intangible assets                                               592                4,964
     Amortization of debt issue costs, amendment costs,
       and discount on subordinated promissory note                                                     2,790                2,404
     Interest in-kind on subordinated promissory note                                                     434                  814
     Equity in undistributed earnings of joint venture                                                 (1,099)              (1,224)
     Change in assets and liabilities:
       Accounts receivable                                                                             (6,121)             (29,210)
       Inventories and prepaid manufacturing expense                                                  (56,148)             (48,833)
       Income taxes refundable/(payable)                                                                  272               10,928
       Accounts payable and other accrued expenses                                                    (76,694)             (51,471)
       Due to Pro-Fac Cooperative, Inc.                                                                 8,845               13,808
       Other assets and liabilities, net                                                                 (463)                (712)
                                                                                                   ----------           ----------
Net cash used in operating activities                                                                (107,140)             (79,663)
                                                                                                   ----------           ----------

Cash Flows From Investing Activities:
   Purchase of property, plant and equipment                                                           (7,363)             (13,950)
   Proceeds from disposals                                                                                 36                5,068
   Proceeds from investment in CoBank                                                                   2,665                1,951
                                                                                                   ----------           ----------
Net cash used in investing activities                                                                  (4,662)              (6,931)
                                                                                                   ----------           ----------

Cash Flows From Financing Activities:
   Net proceeds from issuance of short-term debt                                                      114,800               98,000
   Payments on long-term debt                                                                          (3,047)              (8,932)
   Cash paid in conjunction with debt amendment                                                        (1,694)              (1,707)
                                                                                                   ----------           ----------
Net cash provided by financing activities                                                             110,059               87,361
                                                                                                   ----------           ----------
Net change in cash and cash equivalents                                                                (1,743)                 767
Cash and cash equivalents at beginning of period                                                        7,656                4,994
                                                                                                   ----------           ----------
Cash and cash equivalents at end of period                                                         $    5,913           $    5,761
                                                                                                   ==========           ==========




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


<PAGE>




                              AGRILINK FOODS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF ACCOUNTING POLICIES

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

Basis  of  Presentation:   The  accompanying  unaudited  consolidated  financial
statements have been prepared in accordance with accounting principles generally
accepted  in the  United  States  of  America  ("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 six  months  ended  December  29,  2001  are not
necessarily  the results to be expected  for other  interim  periods or the full
year.  These  financial  statements  should  be read  in  conjunction  with  the
financial statements and accompanying notes contained in the Company's Form 10-K
for the fiscal year ended June 30, 2001.

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

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


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

In April 2001, the Emerging Issues Task Force ("EITF") reached a final consensus
on Issue 00-25,  "Accounting  for  Consideration  from a Vendor to a Retailer in
Connection  with the  Purchase  or  Promotion  of the  Vendor's  Products."  The
consensus addresses the accounting treatment and income statement classification
for certain sales incentives,  including cooperative  advertising  arrangements,
buydowns,  and slotting fees.  Accordingly,  during the second quarter and first
six months of fiscal 2002,  promotions and slotting fees,  previously classified
as selling,  general,  and administrative  expense,  have been reclassified as a
reduction of gross sales.  Total promotions and slotting fees were $39.9 million
and $49.4 million in the second  quarter of fiscal 2002 and 2001,  respectively,
and $69.9  million and $80.6  million in the first six months of fiscal 2002 and
2001,  respectively.  The  adoption  of EITF 00-25 did not impact the  Company's
profitability.

In July 2000,  the EITF  reached a consensus  on Issue  00-14,  "Accounting  for
Certain Sales Incentives." The consensus addresses the recognition, measurement,
and income statement  classification  for sales incentives that a company offers
to its customers. Accordingly, during the second quarter and first six months of
fiscal 2002,  coupon  expense,  previously  classified  as selling,  general and
administrative  expense, has been reclassified as a reduction of gross sales and
all prior  periods have also been  reclassified  to reflect  this  modification.
Coupon expense was $3.1 million and $2.7 million in the second quarter of fiscal
2002 and 2001,  respectively,  and $4.8 and $4.7 million in the first six months
of fiscal 2002 and 2001, respectively.  The adoption of EITF Issue 00-14 did not
impact the Company's profitability.

NOTE 2. ACCOUNTING FOR GOODWILL AND INTANGIBLE ASSETS

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

<TABLE>
(Dollars in Thousands)
<CAPTION>

                                          December 29,        June 30,          December 23,
                                              2001              2001                2000
                                          ------------       ----------         ------------
<S>                                        <C>               <C>                 <C>
Amortized intangibles:
   Covenants not to compete                $    2,478        $    2,478          $   2,478
   Other                                       12,000            12,000             12,000
     Less:  accumulated amortization           (2,604)           (2,012)            (1,433)
                                           ----------        ----------          ---------
   Amortized intangibles, net                  11,874            12,466             13,045
Unamortized intangibles:
     Trademarks, net                          182,397           182,397            185,704
                                           ----------        ----------          ---------
Total intangible assets                    $  194,271        $  194,863          $ 198,749
                                           ==========        ==========          =========
</TABLE>

The  aggregate  amortization  expense  associated  with  intangible  assets  was
approximately  $0.3  million for the quarter  ended  December  29, 2001 and $0.6
million for the six months ended December 29, 2001.  The aggregate  amortization
expense for each of the five succeeding fiscal years is estimated as follows:

(Dollars in Thousands)

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

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

<TABLE>

                                                          Three Months Ended                         Six Months Ended
                                                   --------------------------------           ------------------------------
                                                   December 29,        December 23,           December 29,      December 23,
                                                        2001               2000                   2001               2000
                                                   ------------       -------------           -------------     ------------
(Dollars in Thousands)
<CAPTION>

<S>                                                  <C>               <C>                     <C>                <C>
Reported net income                                  $  6,338          $   3,603               $   5,076          $   3,625
Addback:  goodwill amortization (net of taxes)              0              1,236                       0          2,510
                                                     --------          ---------               ---------          ---------
Adjusted net income                                  $  6,338          $   4,839               $   5,076          $   6,135
                                                     ========          =========               =========          =========
</TABLE>

NOTE 3. AGREEMENTS WITH PRO-FAC

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

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

<PAGE>


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 six  months  ended
December  29, 2001 and  December 23, 2000  include:  commercial  market value of
crops  delivered $66.6 million and $66.9 million,  respectively;  and additional
proceeds  from  profit  sharing  provisions,  $9.1  million  and  $6.3  million,
respectively.

NOTE 4. INVENTORIES

The major classes of inventories are as follows:

(Dollars in Thousands)

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

Finished goods                   $  363,190       $  279,991       $ 331,488
Raw materials and supplies           25,555           33,865          28,962
                                 ----------       ----------       ---------
   Total inventories             $  388,745       $  313,856       $ 360,450
                                 ==========       ==========       =========

NOTE 5.       DEBT

Summary of Long-Term Debt:

(Dollars in Thousands)

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

Term Loan Facility            $  408,900        $  411,600       $ 419,700
Senior Subordinated Notes        200,015           200,015         200,015
Subordinated Promissory Note      30,958            29,660          27,682
Other                              5,106             5,452           6,503
                              ----------        ----------       ---------
Total Debt                       644,979           646,727         653,900
Less Current Portion             (15,560)          (15,599)        (16,596)
                              ----------        ----------       ---------
Total Long-Term Debt          $  629,419        $  631,128       $ 637,304
                              ==========        ==========       =========

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

In August 2001,  Agrilink  Foods  negotiated an amendment to the  covenants.  In
conjunction  with this amendment,  Agrilink Foods incurred fees of approximately
$1.7 million.  This fee is being amortized over the remaining life of the credit
facility.  The  August  2001  amendment  imposes  contingent  fees and  possible
increases in interest rates under the credit facility if Agrilink Foods does not
raise equity and  deleverage its balance sheet or satisfy  specified  EBITDA and
leverage ratio  requirements  within certain time frames.  To this end, Agrilink
Foods engaged a financial advisor to assist it in exploring various alternatives
responsive to the amendment,  including,  among other  possibilities,  a private
placement  of a  minimum  of $100  million  of  securities.  The  amount  of any
contingent  fees that may be imposed under the amendment is also impacted by the
EBITDA which Agrilink Foods achieves for its fiscal year ending in June 2002.

During September 2000, the Company negotiated a previous amendment to the credit
facility. This amendment required a supplemental fee should a specified coverage
ratio not be achieved  for the first  quarter of fiscal 2002.  During  September
2001, the Company paid a fee of $1.5 million.



<PAGE>


Pro-Fac and the Company are in compliance with all covenants,  restrictions, and
requirements under the terms of the Credit Facility as amended.

NOTE 6. OPERATING SEGMENTS

The  Company  is  organized  by  product  line for  management  reporting,  with
operating   income   being  the  primary   measure  of  segment   profitability.
Accordingly,  no items below operating  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!,  Birds Eye  Simply  Grillin',
Veg-All,  Freshlike,  McKenzies,  and Brooks Chili Beans. The fruit product line
consists of canned and frozen  fruits  including  fruit  fillings and  toppings.
Branded products within the fruit category include Comstock and Wilderness.  The
snack product line consists of potato chips,  popcorn and other corn-based snack
items.  Branded  products within the snack category include Tim's Cascade Chips,
Snyder of Berlin, Husman, La Restaurante,  Erin's, Beehive, Pops-Rite, Super Pop
and Flavor  Destinations.  The canned meal  product  line  includes  canned meat
products such as chilies,  stew, soups, and various other ready-to-eat  prepared
meals.  Branded  products within the canned meal category  include  Nalley.  The
Company's  other product lines  primarily  represent  salad  dressings.  Branded
products within the "other" category include Bernstein's and Nalley.

The following table illustrates the Company's operating segment information:
<TABLE>
(Dollars in Millions)
<CAPTION>

                                                      Three Months Ended                Six Months Ended
                                                -----------------------------   -------------------------------
                                                December 29,     December 23,     December 29,     December 23,
                                                   2001              2000             2001             2000
                                                -------------    ------------     ------------     ------------
<S>                                              <C>              <C>              <C>              <C>
Net Sales:
   Vegetables                                    $  210.7         $   236.4        $  387.2         $   426.7
   Fruits                                            41.3              44.0            69.6              70.4
   Snacks                                            21.8              22.2            44.2              44.7
   Canned Meals                                      11.9              14.8            24.3              27.9
   Other                                              8.9               9.9            18.5              21.0
                                                 --------         ---------        --------         ---------
       Total                                     $  294.6         $   327.3        $  543.8         $   590.7
                                                 ========         =========        ========         =========

Operating income: 1
   Vegetables 2                                   $   27.2         $    20.8        $   31.7         $    31.2
   Fruits                                             8.7               7.5            12.9              11.4
   Snacks                                             1.7               1.9             3.2               3.6
   Canned Meals                                       2.2               2.2             4.4               4.7
   Other                                              0.9               0.4             1.8               1.2
                                                 --------         ---------        --------         ---------
       Total                                         40.7              32.8            54.0              52.1
Restructuring                                        (1.6)              0.0            (2.7)              0.0
Gain from pension curtailment                         0.0               0.0             2.5               0.0
                                                 --------         ---------        --------         ---------
Operating income before dividing with Pro-Fac        39.1              32.8            53.8              52.1
Interest expense                                    (16.5)            (20.2)          (35.7)            (39.5)
                                                 --------         ---------        --------         ---------
Pretax income before dividing with Pro-Fac       $   22.6         $    12.6        $   18.1         $    12.6
                                                 ========         =========        ========         =========
<FN>
1    In accordance with SFAS No. 142, goodwill is no longer amortized.  Goodwill
     amortization  associated with the vegetable,  fruit, snacks,  canned meals,
     and other product lines for the quarter  ending  December 23, 2000 was $1.7
     million,  $0.1  million,  $0.1  million,  $0.2  million,  and $0.2 million,
     respectively,  and $3.4 million,  $0.1 million, $0.2 million, $0.4 million,
     and $0.3 million, respectively for the six months ending December 23, 2000.

2    The Company's  investment in Great Lakes Kraut Company contributed earnings
     in the  vegetable  product  line of $1.0  million and $0.9  million for the
     three months ended  December 29, 2001 and December 23, 2000,  respectively,
     and $1.2  million and $1.2  million for the six months  ended  December 29,
     2001 and December 23, 2000, respectively.
</FN>
</TABLE>
<PAGE>

NOTE 7. SUBSIDIARY GUARANTORS

Kennedy  Endeavors,  Incorporated  and  Linden  Oaks  Corporation,  wholly-owned
subsidiaries of the Company ("Subsidiary Guarantors"),  and Pro-Fac have jointly
and severally,  fully and unconditionally  guaranteed,  on a senior subordinated
basis,  the  obligations  of the Company  with respect to the  Company's  11-7/8
percent  Senior  Subordinated  Notes  due  2008  (the  "Notes")  and the  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 Pro-Fac are  included as an Exhibit to this Form
10-Q. Presented below is condensed  consolidating  financial information for (i)
Agrilink  Foods,  (ii)  the  Subsidiary  Guarantors,   and  (iii)  non-guarantor
subsidiaries  as of and for the quarter and six months  ended  December 29, 2001
and December 23, 2000. The condensed  consolidating  financial  information  has
been  presented to show the nature of assets held,  results of  operations,  and
cash  flow  of  the  Company  and  guarantor  subsidiaries  in  accordance  with
Securities and Exchange Commission Financial Reporting Release No. 55.

<PAGE>
<TABLE>


                                                                                    Balance Sheet
                                                                                  December 29, 2001
                                                     -------------------------------------------------------------------------------
                                                        Agrilink      Subsidiary   Non-Guarantor     Eliminating
                                                       Foods, Inc.    Guarantors   Subsidiaries        Entries       Consolidated
                                                     -------------    ----------   -------------     -----------     ------------
(Dollars in Thousands)
<CAPTION>

<S>                                                  <C>              <C>            <C>              <C>             <C>
Assets
   Cash and cash equivalents                         $     5,429      $      157     $      327       $         0     $     5,913
   Accounts receivable, net                               96,694           2,849             70                 0          99,613
   Inventories -
     Finished goods                                      362,684             224            282                 0         363,190
     Raw materials and supplies                           24,834             568            153                 0          25,555
                                                     -----------      ----------     ----------       -----------     -----------
       Total inventories                                 387,518             792            435                 0         388,745

   Other current assets                                   25,302             163            439                 0          25,904
                                                     -----------      ----------     ----------       -----------     -----------

       Total current assets                              514,943           3,961          1,271                 0         520,175

   Property, plant and equipment, net                    289,736           4,092          3,515                 0         297,343
   Investment in subsidiaries                            315,858               0              0          (315,858)              0
   Goodwill and other intangible assets, net              53,335         194,850              0                 0         248,185
   Other assets                                           53,076         118,577              0          (118,350)         53,303
                                                     -----------      ----------     ----------       -----------     -----------

       Total assets                                  $ 1,226,948      $  321,480     $    4,786       $  (434,208)    $ 1,119,006
                                                     ===========      ==========     ==========       ===========     ===========


Liabilities and Shareholder's Equity
   Notes payable                                     $   114,800      $        0     $        0       $         0     $   114,800
   Current portion of long-term debt                      15,560               0              0                 0          15,560
   Accounts payable                                       30,135             894            523                 0          31,552
   Accrued interest                                       11,640               0              0                 0          11,640
   Intercompany loans                                        419            (271)          (148)                0               0
   Other current liabilities                              66,152           8,514            896                 0          75,562
                                                     -----------      ----------     ----------       -----------     -----------
       Total current liabilities                         238,706           9,137          1,271                 0         249,114

   Long-term debt                                        629,419               0              0                 0         629,419
   Other non-current liabilities                         173,789               0              0          (118,350)         55,439
                                                     -----------      ----------     ----------       -----------     -----------

       Total liabilities                               1,041,914           9,137          1,271          (118,350)        933,972

   Shareholder's equity                                  185,034         312,343          3,515          (315,858)        185,034
                                                     -----------      ----------     ----------       -----------     -----------

       Total liabilities and shareholder's equity    $ 1,226,948      $  321,480     $    4,786       $  (434,208)    $ 1,119,006
                                                     ===========      ==========     ==========       ===========     ===========
</TABLE>
<PAGE>
<TABLE>


                                                                               Statement of Operations
                                                                     For the Six Months Ended December 29, 2001
                                                     ----------------------------------------------------------------------------
                                                        Agrilink      Subsidiary   Non-Guarantor     Eliminating
                                                       Foods, Inc.    Guarantors   Subsidiaries        Entries       Consolidated
                                                     -------------    ----------   -------------     -----------     ------------
(Dollars in Thousands)
<CAPTION>

<S>                                                  <C>              <C>            <C>               <C>             <C>
Net sales                                            $   535,761      $    8,020     $    7,821        $  (7,821)      $ 543,781
Cost of sales                                           (421,770)         (5,478)        (7,631)           7,631        (427,248)
                                                     -----------      ----------     ----------        ---------       ---------
Gross profit                                             113,991           2,542            190             (190)        116,533
Selling, administrative, and general expenses            (93,947)         (1,781)             0           31,962         (63,766)
Other (expense)/income                                      (150)         31,962            214          (32,176)           (150)
Income from joint venture                                  1,198               0              0                0           1,198
                                                     -----------      ----------     ----------        ---------       ---------
Operating income before dividing with Pro-Fac             21,092          32,723            404             (404)         53,815
Interest (expense)/income                                (40,976)          5,284              0                0         (35,692)
                                                     -----------      ----------     ----------        ---------       ---------
Pretax (loss)/income before dividing with Pro-Fac        (19,884)         38,007            404             (404)         18,123
Pro-Fac share of income                                   (9,062)              0              0                0          (9,062)
                                                     -----------      ----------     ----------        ---------       ---------
(Loss)/income before taxes                               (28,946)         38,007            404             (404)          9,061
Tax benefit/(provision)                                    9,771         (13,503)          (253)               0          (3,985)
                                                     -----------      ----------     ----------        ---------       ---------
Net (loss)/income                                    $   (19,175)     $   24,504     $      151        $    (404)      $   5,076
                                                     ===========      ==========     ==========        =========       =========
</TABLE>

<TABLE>
                                                                               Statement of Operations
                                                                       For the Quarter Ended December 29, 2001
                                                     ----------------------------------------------------------------------------
                                                        Agrilink      Subsidiary   Non-Guarantor     Eliminating
                                                       Foods, Inc.    Guarantors   Subsidiaries        Entries       Consolidated
                                                     -------------    ----------   -------------     -----------     ------------

(Dollars in Thousands)
<CAPTION>

<S>                                                  <C>              <C>            <C>               <C>            <C>
Net sales                                            $   290,774      $    3,775     $    5,255        $  (5,255)     $  294,549
Cost of sales                                           (221,295)         (2,591)        (4,912)           4,912        (223,886)
                                                     -----------      ----------     ----------        ---------      ----------
Gross profit                                              69,479           1,184            343             (343)         70,663
Selling, administrative, and general expenses            (48,667)         (1,054)             0           18,794         (30,927)
Other (expense)/income                                    (1,572)         18,794            192          (18,986)         (1,572)
Income from joint venture                                    950               0              0                0             950
                                                     -----------      ----------     ----------        ---------      ----------
Operating income before dividing with Pro-Fac             20,190          18,924            535             (535)         39,114
Interest (expense)/income                                (19,131)          2,652              0                0         (16,479)
                                                     -----------      ----------     ----------        ---------      ----------
Pretax (loss)/income before dividing with Pro-Fac          1,059          21,576            535             (535)         22,635
Pro-Fac share of income                                  (11,318)              0              0                0         (11,318)
                                                     -----------      ----------     ----------        ---------      ----------
(Loss)/income before taxes                               (10,259)         21,576            535             (535)         11,317
Tax benefit/(provision)                                    2,813          (7,666)          (126)               0          (4,979)
                                                     -----------      ----------     ----------        ---------      ----------
Net (loss)/income                                    $    (7,446)     $   13,910     $      409        $    (535)     $    6,338
                                                     ===========      ==========     ==========        =========      ==========


</TABLE>

<PAGE>
<TABLE>

                                                                                   Statement of Cash Flows
                                                                         For the Six Months Ended December 29, 2001
                                                           -----------------------------------------------------------------------
                                                             Agrilink    Subsidiary    Non-Guarantor    Eliminating
                                                            Foods, Inc.  Guarantors    Subsidiaries       Entries     Consolidated
                                                           ------------  ----------    -------------    -----------   ------------
(Dollars in Thousands)
<CAPTION>

<S>                                                        <C>            <C>          <C>            <C>             <C>
Net (loss)/income                                          $   (19,175)   $  24,504    $      151     $     (404)     $     5,076
Adjustments to reconcile net (loss)/income to net
   cash (used in)/provided by operating activities -
     Depreciation                                               14,952          272           152              0           15,376
     Amortization of goodwill and other intangible assets          217          375             0              0              592
     Amortization of debt issue costs, amendment costs,
       and discount on subordinated promissory note              2,790            0             0              0            2,790
     Interest-in-kind on subordinated promissory note              434            0             0              0              434
     Equity in undistributed earnings of joint venture          (1,099)           0             0              0           (1,099)
     Change in working capital                                (105,723)     (25,015)           25            404         (130,309)
                                                           -----------    ---------    ----------     ----------      -----------
Net cash (used in)/provided by operating activities           (107,604)         136           328              0         (107,140)

Cash flows from investing activities:
   Purchase of property, plant, and equipment                   (7,351)           0           (12)             0           (7,363)
   Proceeds from disposals                                          36            0             0              0               36
   Proceeds from investment in CoBank                            2,665            0             0              0            2,665
                                                           -----------    ---------    ----------     ----------      -----------
Net cash used in investing activities                           (4,650)           0           (12)             0           (4,662)

Cash flows from financing activities:
   Net proceeds from issuance of short-term debt               114,800            0             0              0          114,800
   Payments on long-term debt                                   (3,047)           0             0              0           (3,047)
   Cash paid for debt amendments                                (1,694)           0             0              0           (1,694)
                                                           -----------    ---------    ----------     ----------      -----------
Net cash provided by financing activities                      110,059            0             0              0          110,059
Net change in cash and cash equivalents                         (2,195)         136           316              0           (1,743)
Cash and cash equivalents at beginning of period                 7,624           21            11              0            7,656
                                                           -----------    ---------    ----------     ----------      -----------
Cash and cash equivalents at end of period                 $     5,429    $     157    $      327     $        0      $     5,913
                                                           ===========    =========    ==========     ==========      ===========

</TABLE>
<PAGE>
<TABLE>
                                                                                Balance Sheet
                                                                             December 23, 2000
                                                     ----------------------------------------------------------------------------
                                                       Agrilink      Subsidiary    Non-Guarantor      Eliminating
                                                      Foods, Inc.    Guarantors    Subsidiaries         Entries      Consolidated
                                                     ------------    ----------    -------------      -----------    ------------
(Dollars in Thousands)
<CAPTION>

<S>                                                  <C>              <C>            <C>               <C>             <C>
Assets
   Cash and cash equivalents                         $     4,893      $      144     $      724        $         0     $     5,761
   Accounts receivable, net                              132,053           2,473             38                  0         134,564
   Inventories -
     Finished goods                                      330,912             371            205                  0         331,488
     Raw materials and supplies                           28,340             487            135                  0          28,962
                                                     -----------      ----------     ----------        -----------     -----------
       Total inventories                                 359,252             858            340                  0         360,450

   Other current assets                                   35,698              90            429                  0          36,217
                                                     -----------      ----------     ----------        -----------     -----------

       Total current assets                              531,896           3,565          1,531                  0         536,992

   Property, plant and equipment, net                    302,678           3,112          3,726                  0         309,516
   Investment in subsidiaries                            322,742               0              0           (322,742)              0
   Goodwill and other intangible assets, net              49,093         204,587              0                  0         253,680
   Other assets                                           59,636         117,536              0           (117,343)         59,829
                                                     -----------      ----------     ----------        -----------     -----------

       Total assets                                  $ 1,266,045      $  328,800     $    5,257        $  (440,085)    $ 1,160,017
                                                     ===========      ==========     ==========        ===========     ===========

Liabilities and Shareholder's Equity
   Notes payable                                     $   103,700      $        0     $        0        $         0     $   103,700
   Current portion of long-term debt                      16,596               0              0                  0          16,596
   Accounts payable                                       45,031           1,279            417                  0          46,727
   Accrued interest                                        7,194               0              0                  0           7,194
   Intercompany loans                                     (1,242)            456            786                  0               0
   Other current liabilities                              93,716           7,643            734                  0         102,093
                                                     -----------      ----------     ----------        -----------     -----------
       Total current liabilities                         264,995           9,378          1,937                  0         276,310

   Long-term debt                                        637,304               0              0                  0         637,304
   Other non-current liabilities                         180,053               0              0           (117,343)         62,710
                                                     -----------      ----------     ----------        -----------     -----------

       Total liabilities                               1,082,352           9,378          1,937           (117,343)        976,324

   Shareholder's equity                                  183,693         319,422          3,320           (322,742)        183,693
                                                     -----------      ----------     ----------        -----------     -----------

       Total liabilities and shareholder's equity    $ 1,266,045      $  328,800     $    5,257        $  (440,085)    $ 1,160,017
                                                     ===========      ==========     ==========        ===========     ===========
</TABLE>





<PAGE>
<TABLE>



                                                                               Statement of Operations
                                                                     For the Six Months Ended December 23, 2000
                                                     ----------------------------------------------------------------------------
                                                       Agrilink      Subsidiary    Non-Guarantor      Eliminating
                                                      Foods, Inc.    Guarantors    Subsidiaries         Entries      Consolidated
                                                     ------------    ----------    -------------      -----------    ------------
(Dollars in Thousands)
<CAPTION>

<S>                                                  <C>              <C>            <C>               <C>           <C>
Net sales                                            $   582,836      $    7,885     $    8,532        $  (8,532)    $   590,721
Cost of sales                                           (474,443)         (4,827)        (8,289)           8,289        (479,270)
                                                     -----------      ----------     ----------        ---------     -----------
Gross profit                                             108,393           3,058            243             (243)        111,451
Selling, administrative, and general expenses            (88,588)         (4,922)           (26)          32,981         (60,555)
Other income/(expense)                                         0          32,981            441          (33,422)              0
Income from joint venture                                  1,224               0              0                0           1,224
                                                     -----------      ----------     ----------        ---------     -----------
Operating income before dividing with Pro-Fac             21,029          31,117            658             (684)         52,120
Interest (expense)/income                                (43,916)          4,428              0                0         (39,488)
                                                     -----------      ----------     ----------        ---------     -----------
Pretax (loss)/income before dividing with Pro-Fac        (22,887)         35,545            658             (684)         12,632
Pro-Fac share of income                                   (6,316)              0              0                0          (6,316)
                                                     -----------      ----------     ----------        ---------     -----------
(Loss)/income before taxes                               (29,203)         35,545            658             (684)          6,316
Tax benefit/(provision)                                   10,328         (12,783)          (236)               0          (2,691)
                                                     -----------      ----------     ----------        ---------     -----------
Net (loss)/income                                    $   (18,875)     $   22,762     $      422        $    (684)    $     3,625
                                                     ===========      ==========     ==========        =========     ===========
</TABLE>


<TABLE>
                                                                               Statement of Operations
                                                                       For the Quarter Ended December 23, 2000
                                                     ----------------------------------------------------------------------------
                                                       Agrilink      Subsidiary    Non-Guarantor      Eliminating
                                                      Foods, Inc.    Guarantors    Subsidiaries         Entries      Consolidated
                                                     ------------    ----------    -------------      -----------    ------------
(Dollars in Thousands)
<CAPTION>

<S>                                                  <C>              <C>            <C>               <C>           <C>
Net sales                                            $   323,606      $    3,724     $    5,697        $  (5,697)    $   327,330
Cost of sales                                           (262,841)         (2,323)        (5,166)           5,166        (265,164)
                                                     -----------      ----------     ----------        ---------     -----------
Gross profit                                              60,765           1,401            531             (531)         62,166
Selling, administrative, and general expenses            (48,033)         (2,440)           (26)          20,216         (30,283)
Other income/(expense)                                         0          20,216            416          (20,632)              0
Income from joint venture                                    949               0              0                0             949
                                                     -----------      ----------     ----------        ---------     -----------
Operating income before dividing with Pro-Fac             13,681          19,177            921             (947)         32,832
Interest (expense)/income                                (22,728)          2,458              0                0         (20,270)
                                                     -----------      ----------     ----------        ---------     -----------
Pretax (loss)/income before dividing with Pro-Fac         (9,047)         21,635            921             (947)         12,562
Pro-Fac share of income                                   (6,281)              0              0                0          (6,281)
                                                     -----------      ----------     ----------        ---------     -----------
(Loss)/income before taxes                               (15,328)         21,635            921             (947)          6,281
Tax benefit/(provision)                                    5,221          (7,783)          (116)               0          (2,678)
                                                     -----------      ----------     ----------        ---------     -----------
Net (loss)/income                                    $   (10,107)     $   13,852     $      805        $    (947)    $     3,603
                                                     ===========      ==========     ==========        =========     ===========
</TABLE>



<PAGE>


<TABLE>

                                                                                   Statement of Cash Flows
                                                                         For the Six Months Ended December 23, 2000
                                                           ------------------------------------------------------------------------
                                                             Agrilink    Subsidiary    Non-Guarantor    Eliminating
                                                            Foods, Inc.  Guarantors     Subsidiaries      Entries      Consolidated
                                                           ------------  ----------   ----------------   ------------  ------------
(Dollars in Thousands)
<CAPTION>

<S>                                                        <C>            <C>          <C>              <C>             <C>
Net (loss)/income                                          $  (18,875)    $  22,762    $      422       $     (684)     $     3,625
Adjustments to reconcile net (loss)/income to net
   cash (used in)/provided by operating activities -
     Depreciation                                              14,793           298           153                0           15,244
     Amortization of goodwill and other intangible assets       1,311         3,653             0                0            4,964
     Amortization of debt issue costs, amendment costs,
       and discount on subordinated promissory note             2,404             0             0                0            2,404
     Interest-in-kind on subordinated promissory note             814             0             0                0              814
     Equity in undistributed earnings of joint venture         (1,224)            0             0                0           (1,224)
     Change in working capital                                (81,129)      (25,264)          219              684         (105,490)
                                                           ----------     ---------    ----------       ----------      -----------
Net cash (used in)/provided by operating activities           (81,906)        1,449           794                0          (79,663)

Cash flows from investing activities:
   Purchase of property, plant, and equipment                 (12,363)       (1,514)          (73)               0          (13,950)
   Proceeds from disposals                                      5,065             0             3                0            5,068
   Proceeds from investment in CoBank                           1,951             0             0                0            1,951
                                                           ----------     ---------    ----------       ----------      -----------
Net cash used in investing activities                          (5,347)       (1,514)          (70)               0           (6,931)

Cash flows from financing activities:
   Net proceeds from issuance of short-term debt               98,000             0             0                0           98,000
   Payments on long-term debt                                  (8,932)            0             0                0           (8,932)
   Cash paid for debt amendments                               (1,707)            0             0                0           (1,707)
                                                           ----------     ---------    ----------       ----------      -----------
Net cash provided by financing activities                      87,361             0             0                0           87,361
Net change in cash and cash equivalents                           108           (65)          724                0              767
Cash and cash equivalents at beginning of period                4,785           209             0                0            4,994
                                                           ----------     ---------    ----------       ----------      -----------
Cash and cash equivalents at end of period                 $    4,893     $     144    $      724       $        0      $     5,761
                                                           ==========     =========    ==========       ==========      ===========
</TABLE>



<PAGE>



NOTE 8. OTHER MATTERS

Restructuring:  On June 23, 2000,  the Company sold its pickle  business to Dean
Pickle and Specialty Product Company. As part of the transaction, Agrilink Foods
had agreed to contract pack Nalley and Farman's  pickle products for a period of
two years,  ending June 2002. In  anticipation of the completion of this co-pack
contract, the Company initiated  restructuring  activities for approximately 140
employees  in  that   facility   located  in  Tacoma,   Washington.   The  total
restructuring  charge  amounted to $1.1 million and was  primarily  comprised of
employee termination benefits. The majority of such termination benefits will be
liquidated during the next 9 months.

In addition,  on October 12, 2001, the Company  announced a further reduction of
approximately   7  percent  of  its  nationwide   workforce,   for  a  total  of
approximately  300  positions.  The  reductions  are part of an ongoing focus on
low-cost  operations  and  include  both  salaried  and  hourly  positions.   In
conjunction with the reductions,  the Company recorded a charge against earnings
of  approximately  $1.6 million in the second quarter of fiscal 2002,  primarily
comprising  employee  termination  benefits.  Reductions  in  personnel  include
operational and administrative  positions and, net of the restructuring  charge,
are expected to improve fiscal 2002 earnings by approximately  $5.0 million.  Of
this charge,  $0.7 million has been  liquidated  and the  remaining  termination
benefits will be liquidated during the next 9 months.

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

<PAGE>


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

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

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

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

               CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

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

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

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

The purpose of this discussion is to outline the significant reasons for changes
in the Unaudited  Consolidated Statement of Operations in the second quarter and
first six months of fiscal 2002 versus such periods in fiscal 2001.

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

The  vegetable  product  line  consists of canned and frozen  vegetables,  chili
beans, and various other products. Branded products within the vegetable product
line include Birds Eye, Birds Eye Voila!,  Birds Eye Simply  Grillin',  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

<PAGE>


the fruit  category  include  Comstock and  Wilderness.  The snack  product line
consists of potato  chips,  popcorn and other  corn-based  snack items.  Branded
products  within the snack  category  include  Tim's  Cascade  Chips,  Snyder of
Berlin,  Husman,  La Restaurante,  Erin's,  Beehive,  Pops-Rite,  Super Pop and,
Flavor Destinations.  The canned meal product line includes canned meat products
such as chilies,  stews,  soups, and various other ready-to-eat  prepared meals.
Branded products within the canned meal category  include Nalley.  The Company's
other product line primarily represents salad dressings. Branded products within
this category include Bernstein's and Nalley.

The following  tables  illustrate  the results of operations by product line for
the three- and six-month periods ended December 29, 2001 and December 23, 2000.
<TABLE>

EBITDA1, 2
(Dollars in Millions)
<CAPTION>
                                 Three Months Ended                               Six Months Ended
                     ------------------------------------------      -------------------------------------------
                         December 29,          December 23,             December 29,             December 23,
                             2001                  2000                     2001                     2000
                     -------------------     ------------------      -------------------     -------------------
                                  % of                   % of                     % of                     % of
                         $        Total          $        Total          $        Total          $         Total
                     ----------  --------    ----------  ------      ----------  --------    ----------   ------

<S>                   <C>          <C>       <C>          <C>        <C>          <C>         <C>          <C>
Vegetables            $ 33.0       67.8%     $  28.3      66.0%      $  43.1      61.7%       $ 46.1       63.8%
Fruits                   9.9       20.3          8.1      18.9          15.2      21.7          12.7       17.6
Snacks                   2.3        4.7          2.8       6.5           4.5       6.4           5.6        7.7
Canned Meals             2.4        4.9          2.7       6.3           4.8       6.9           5.5        7.6
Other                    1.1        2.3          1.0       2.3           2.3       3.3           2.4        3.3
                      ------      -----      -------     -----       -------     -----        ------      -----
     Total            $ 48.7      100.0%     $  42.9     100.0%      $  69.9     100.0%       $ 72.3      100.0%
                      ======      =====      =======     =====       =======     =====        ======      =====

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

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

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

2    Excludes gain from pension curtailment and restructuring  charges. See NOTE
     8 to the "Notes to Consolidated Financial Statements."
</FN>
</TABLE>


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

                              Three Months Ended                               Six Months Ended
                  ------------------------------------------      -------------------------------------------
                      December 29,          December 23,             December 29,             December 23,
                          2001                  2000                     2001                     2000
                  -------------------     ------------------      -------------------     -------------------
                               % of                   % of                     % of                     % of
                      $        Total          $        Total          $        Total          $         Total
                  ----------  --------    ----------  ------      ----------  --------    ----------   ------

<S>                <C>         <C>        <C>          <C>        <C>           <C>       <C>           <C>
Vegetables         $ 210.7     71.6%      $  236.4     72.3%      $ 387.2       71.2%     $  426.7      72.2%
Fruits                41.3     14.0           44.0     13.4          69.6       12.8          70.4      11.9
Snacks                21.8      7.4           22.2      6.8          44.2        8.1          44.7       7.6
Canned Meals          11.9      4.0           14.8      4.5          24.3        4.5          27.9       4.7
Other                  8.9      3.0            9.9      3.0          18.5        3.4          21.0       3.6
                   -------    -----       --------    -----      --------     ------      --------     -----
     Total         $ 294.6    100.0%      $  327.3    100.0%      $ 543.8      100.0%     $  590.7     100.0%
                   =======    =====       ========    =====       ========     ======     ========     =====
</TABLE>



<PAGE>


<TABLE>
Operating Income1, 2
(Dollars in Millions)
<CAPTION>

                                  Three Months Ended                               Six Months Ended
                      ------------------------------------------      -------------------------------------------
                          December 29,          December 23,             December 29,             December 23,
                              2001                  2000                     2001                     2000
                      -------------------     ------------------      -------------------     -------------------
                                   % of                    % of                    % of                     % of
                          $        Total          $        Total           $       Total          $         Total
                      --------    --------    ----------   ------      ---------   -----       --------     ------

<S>                   <C>          <C>        <C>           <C>         <C>        <C>          <C>         <C>
Vegetables            $ 27.2       66.8%      $  20.8       63.4%       $ 31.7     58.8%        $ 31.2      59.9%
Fruits                   8.7       21.4           7.5       22.9          12.9     23.9           11.4      21.9
Snacks                   1.7        4.2           1.9        5.8           3.2      5.9            3.6       6.9
Canned Meals             2.2        5.4           2.2        6.7           4.4      8.1            4.7       9.0
Other                    0.9        2.2           0.4        1.2           1.8      3.3            1.2       2.3
                      ------      -----       -------      -----       -------    -----         ------     -----
     Total            $ 40.7      100.0%      $  32.8      100.0%      $  54.0    100.0%        $ 52.1     100.0%
                      ======      =====       =======      =====       =======    =====         ======     =====
<FN>

1    Excludes the gain from pension curtailment and restructuring  charges.  See
     NOTE 8 to the "Notes to Consolidated Financial Statements."

2    In accordance with SFAS No. 142, goodwill is no longer amortized.  Goodwill
     amortization  associated with the vegetable,  fruit, snacks,  canned meals,
     and other product lines for the quarter  ending  December 23, 2000 was $1.7
     million,  $0.1  million,  $0.1  million,  $0.2  million,  and $0.2 million,
     respectively,  and $3.4 million,  $0.1 million, $0.2 million, $0.4 million,
     and $0.3 million, respectively for the six months ending December 23, 2000.
</FN>
</TABLE>

      CHANGES FROM SECOND QUARTER FISCAL 2001 TO SECOND QUARTER FISCAL 2002

Excluding  the  restructuring  charge (net of taxes) in fiscal 2002,  net income
increased $3.6 million from the second quarter of fiscal 2001.  During this same
period, EBITDA,  excluding  non-recurring items, increased $5.8 million, or 13.5
percent.  The  positive  results  in the  second  quarter  of  fiscal  2002 were
primarily  attributable to recently implemented price increases and improvements
achieved in  production  costs.  EBITDA  was,  however,  negatively  impacted by
additional  warehousing costs due to an increase in inventory levels.  Net sales
declined  $32.7 million or 10.0 percent  during this same period,  of which $8.4
million is  associated  with a co-pack  agreement  for canned  vegetables in the
Midwest.  Excluding  this co-pack  agreement,  the Company's net sales  declined
$24.3 million due primarily to overall market declines and increased competitive
pressure in the frozen vegetable  category.  The total frozen vegetable category
for the 12-week period ending January 6, 2002 showed a decline of  approximately
8 percent.  The Company's overall market share for the second quarter,  however,
only showed a decline of 0.1 points.  The Company  estimates its overall  market
share for the 12-week period ending January 6, 2002 for frozen  vegetables to be
31.7 percent.  The Company's  overall market share includes  branded retail unit
sales, as reported by Information Resources,  Inc., and management's estimate of
the  Company's  private  label share based upon  factory  shipments.  A detailed
accounting  of the  significant  reasons  for changes in net sales and EBITDA by
product line follows.

EBITDA for the  vegetable  product line  increased  $4.7 million or 16.6 percent
during the second  quarter of fiscal 2002.  This  improvement  in  profitability
results  from  management's  focus on  pricing  improvement  and  reductions  in
production  costs.   Vegetable  net  sales,   excluding  the  co-pack  agreement
highlighted above, have, however,  decreased $17.3 million in the second quarter
of fiscal 2002 as compared to the prior year. Management attributes this decline
to overall market declines and competitive actions.

Within the branded category, the launch of Birds Eye Simply Grillin', a seasoned
blend of top quality  Birds Eye  vegetables  in a foil tray,  accounted for $1.5
million of  increased  net  sales.  In  addition,  net sales of Birds Eye frozen
vegetables increased  approximately $1.2 million.  However, these increases were
offset by declines of $5.9 million in the  Company's  regional  branded  product
lines due to competitive pressures and overall declines in the vegetable market.

In addition,  branded  vegetable net sales were impacted by the Company's  Birds
Eye Voila!  product line which decreased $4.8 million over the second quarter of
fiscal 2001.  While Birds Eye Voila!  gained 0.4 market share points  during the
12-week  period  ending  December 30, 2001,  this growth was not  sufficient  to
offset  declines of  approximately  26 percent within the home meal  replacement
category.  Management  has initiated  actions to address this decline during the
second half of the year.



<PAGE>


Non-branded  vegetable net sales were impacted by a price  increase in the first
quarter of fiscal 2002  executed to offset  industry wide cost  increases.  This
price increase resulted in a loss of volume during the first and second quarters
in the non-branded  portion of the business.  Subsequent to Agrilink Foods price
increase, several competitors have followed with similar pricing structures.

EBITDA for the fruit product line  increased $1.8 million or 22.2 percent during
the second  quarter of fiscal  2002.  This  improvement  in  profitability  also
results from efforts focused on pricing  initiatives and actions taken to reduce
product  costs.  Fruit net sales have,  however,  decreased  $2.7 million or 6.1
percent  attributable  to volume  declines  in  branded  pie  filling  offset by
increases in co-pack pie filling sales.

Net sales for the snack product line showed a modest decline of $0.4 million, or
1.8 percent. Improvements in net sales within the potato chip category were $0.6
million, while the popcorn product line decreased $1.0 million.  EBITDA declined
$0.5 million or 17.9 percent.  The popcorn  category  continues to be negatively
impacted  by  competitive  pressures  and changes in product  mix. In  addition,
EBITDA of the potato chip category was negatively  affected by costs  associated
with expansion into new markets and additional  manufacturing  costs  associated
with the  transition of Tim's  Cascade Style Potato Chips to a larger  facility.
The additional  costs associated with the transition to the new facility are not
expected to continue during the second half of fiscal 2002.

Net sales for canned meals decreased $2.9 million, or 19.6 percent, while EBITDA
decreased  $0.3  million,  or 11.1  percent.  These  reductions  are a result of
declines in volume offset by improvements in pricing and production costs.

The  other  product  line  EBITDA,  primarily  represented  by salad  dressings,
increased $0.1 million or 10.0 percent.  EBITDA benefited from reductions in raw
product costs, including oil. Net sales, however, decreased $1.0 million or 10.1
percent due to  competitive  activity  in the  dressing  category  caused by one
competitor that has discontinued  its entire line. While this action  negatively
impacts  short-term sales, it is expected to create  distribution  opportunities
and positively impact salad dressing performance in the future.

Selling,  Administrative,  and General Expenses:  Selling,  administrative,  and
general expenses have increased $0.6 million,  or 2.1 percent,  as compared with
the  second  quarter  of the  prior  fiscal  year.  The  increase  is  primarily
attributable to $2.0 million in marketing  expenses  associated with incremental
branded  marketing  activity  during the second  quarter  of fiscal  2002.  This
increase is offset by a $2.2 million reduction in amortization expense resulting
from the  implementation  of the  Statement  of  Financial  Accounting  Standard
("SFAS")  No.  142  (see  NOTE  2  to  the  "Notes  to  Consolidated   Financial
Statements").  The remaining  variance is  attributable  to increases in various
employee benefit expenses.

Operating  Income:  Operating  income,  excluding  non-recurring  items  and the
implementation  of SFAS No.  142,  increased  from  $32.8  million in the second
quarter of fiscal 2001 to $38.4  million in the second  quarter of fiscal  2002.
This  represents  an  increase of $5.6  million or 17.1  percent.  Increases  in
operating income within vegetables,  fruits,  and other were $4.7 million,  $1.1
million,  and $0.3 million,  respectively.  The decrease  within snacks was $0.3
million and canned meals was $0.2 million. Significant variances are highlighted
above in the discussion of EBITDA and net sales.

Restructuring:  On October  12,  2001,  the Company  announced  a  reduction  of
approximately   7  percent  of  its  nationwide   workforce,   for  a  total  of
approximately  300  positions.  The  reductions  are part of an ongoing focus on
low-cost  operations  and  include  both  salaried  and  hourly  positions.   In
conjunction with the reductions,  the Company recorded a charge against earnings
of  approximately  $1.6 million in the second quarter of fiscal 2002,  primarily
comprising  employee  termination  benefits.  Reductions  in  personnel  include
operational and administrative  positions and, net of the restructuring  charge,
are expected to improve fiscal 2002 earnings by approximately  $5.0 million.  Of
this charge,  $0.7 million has been  liquidated  and the  remaining  termination
benefits will be liquidated during the next 9 months.

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

Interest  Expense:  Interest expense  decreased $3.8 million to $16.5 million in
the second  quarter of fiscal 2002 from $20.3  million in the second  quarter of
fiscal 2001.  The  decrease is the result of a decrease in the weighted  average
interest rate of 2.25 percent  resulting from general  interest rate  reductions
offset  by  higher   average   outstanding   balances   during  the  quarter  of
approximately $6.4 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

<PAGE>


were processed from crops supplied by Pro-Fac ("Pro-Fac Products"),  the Company
pays to Pro-Fac,  as additional  patronage  income, 90 percent of such earnings,
but in no case more than 50 percent of all pretax  earnings of the  Company.  In
years in which the Company has losses on Pro-Fac  Products,  the Company reduces
the commercial  market value it would  otherwise pay to Pro-Fac by 90 percent of
such losses,  but in no case by more than 50 percent of all pretax losses of the
Company.  Earnings and losses are  determined at the end of the fiscal year, but
are accrued on an estimated basis during the year.

In fiscal  2002,  it is  currently  estimated  that 90  percent of  earnings  on
patronage products will exceed 50 percent of all pretax earnings of the Company;
accordingly,  the Pro-Fac 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  increased  approximately  $2.3
million  from the prior year as a result of the change in  earnings  before tax.
Agrilink   Foods'   effective   tax   rate  is   negatively   impacted   by  the
non-deductibility of certain amounts of goodwill.

    CHANGES FROM FIRST SIX MONTHS FISCAL 2001 TO FIRST SIX MONTHS FISCAL 2002

During the first six months of fiscal 2002,  net income  increased  $1.5 million
from the  first six  months of fiscal  2001.  Comparability  of net  income  is,
however,  difficult because fiscal 2002 was impacted by a restructuring  charge,
gain from pension  curtailment,  significant  changes in interest rates, and the
implementation of SFAS No. 142 which reduced amortization expense.  Accordingly,
management  believes,  to evaluate  results,  an evaluation of EBITDA (excluding
non-recurring  items),  is more  appropriate  as it allows the operations of the
business to be reviewed in a more comparable  manner.  EBITDA, for the first six
months of fiscal 2002  versus the prior  year,  declined  $2.4  million,  or 3.3
percent.  This decline resulted from increased  marketing costs of approximately
$5.0 million,  associated with a new product launch, during the first quarter of
fiscal 2002, increased warehousing costs due to an increase in inventory levels,
and  increased  production  costs  incurred in the first  quarter of fiscal 2002
associated  with  inventory  produced  in the  prior  year  at a  greater  cost.
Significant  favorable items offsetting these increases in costs include a focus
on pricing  improvements,  fixed cost  reductions  resulting from  restructuring
actions and declines in production costs which have begun to benefit the Company
in the second quarter. Net sales during the six months declined $46.9 million or
7.9 percent,  however,  $21.5 million is associated with a co-pack agreement for
canned  vegetables  in the Midwest.  The  remaining  $25.4  million is primarily
attributable  to lower  volume  due to  overall  market  declines  in the frozen
vegetable  industry  and  short-term   declines  in  the  food  service  channel
subsequent to September  11, 2001.  The total frozen  vegetable  category in the
28-week  period  ending  January  6, 2002  showed a decline of  approximately  7
percent.  However,  the Company's  overall  year-to-date  market share showed an
improvement  of 1.0 points.  The Company  estimates its overall market share for
the 28-week  period  ending  January 6, 2002,  for frozen  vegetables to be 32.1
percent.  The Company's overall market share includes branded retail unit sales,
as reported by Information  Resources,  Inc., and  management's  estimate of the
Company's  private  label  share  based  upon  factory  shipments.   A  detailed
accounting  of the  significant  reasons  for changes in net sales and EBITDA by
product line follows.

While vegetable net sales decreased $39.5 million or 9.3 percent,  $21.5 million
is associated  with the co-pack  agreement  highlighted  above.  Excluding  this
arrangement,  vegetable  net  sales  showed a  decrease  of $18.0  million.  The
non-branded  business accounted for $17.3 million of the decline.  The Company's
non-branded  business  yields lower  margins than that of its branded  products.
During  the first  quarter  of fiscal  2002,  Agrilink  Foods  executed  a price
increase  across all non-branded  vegetable  commodities to offset industry wide
cost  increases.  This price  increase  resulted in a loss of volume  during the
first half in the  non-branded  portion of the business.  Subsequent to Agrilink
Foods' price increase,  several  competitors  have followed with similar pricing
increases.

Overall branded net sales showed a modest decline of $0.7 million from the prior
year. Significant components associated with this change are highlighted below.

The launch of Birds Eye Simply  Grillin',  a seasoned blend of top quality Birds
Eye  vegetables in a foil tray,  accounted  for $5.3 million of  additional  net
sales  while net sales of Birds Eye frozen  vegetables  increased  approximately
$6.5 million due to the conversion of a major club store customer from a private
label to brand product line.

These  increases  are offset by a $6.0 million  decrease in the Birds Eye Voila!
product  line as a result of  continued  erosion  in the home  meal  replacement
category.   For  the  28-week   period  ending   December  30,  2001,  the  home
meal-replacement  category declined approximately 17 percent. Further, net sales
declines of $6.5 million were  experienced  in the  Company's  regional  branded
product lines due to competitive pressures and overall declines in the vegetable
market.

EBITDA for the  vegetable  product  line  declined  $3.0  million or 6.5 percent
during  the first  six  months of fiscal  2002 as  compared  to the prior  year.
Approximately  $5.0 million of the decline is associated  with  marketing  costs
related to the retail launch of Birds Eye

<PAGE>


Simply  Grillin'  during the first quarter of fiscal 2002 and an additional $2.3
million of incremental  marketing activity for other branded vegetable products.
In  addition,  warehousing  costs  increased  $5.7 million due to an increase in
inventory  levels and  production  costs incurred in the first quarter of fiscal
2002 were higher due to inventory  produced in the prior year at a greater cost.
Offsetting  these  increases  in costs are the  benefits  achieved  from pricing
actions taken in January 2001.

EBITDA  for the fruit  product  line  increased  $2.5  million  or 19.7  percent
primarily  attributable  to  improved  pricing  and timing of various  marketing
initiatives.  Fruit net sales have,  however,  showed a modest  decrease of $0.8
million or 1.1 percent.

Net sales for the snack  product line showed a decline of $0.5  million,  or 1.1
percent.  Improvements  in net sales within the potato chip  business  were $1.4
million, while the popcorn product line decreased $1.9 million.  EBITDA declined
$1.1 million or 19.6 percent.  The popcorn  business  continues to be negatively
impacted  by  competitive  pressures  and changes in product  mix. In  addition,
EBITDA of the potato chip category was negatively  affected by costs  associated
with expansion into new markets and additional  manufacturing  costs  associated
with the  transition of Tim's  Cascade Style Potato Chips to a larger  facility.
The additional  costs associated with the transition to the new facility are not
expected to continue during the second half of fiscal 2002.

Net sales for canned meals decreased $3.6 million, or 12.9 percent, while EBITDA
decreased $0.7 million,  or 12.7 percent.  Results were  negatively  impacted by
market  declines  in the  canned  meal  category  and a  change  in  promotional
activity.

The  other  product  line  EBITDA,  primarily  represented  by salad  dressings,
decreased  $0.1 million,  or 4.2 percent.  Net sales,  however,  decreased  $2.5
million, or 11.9 percent.  While EBITDA benefited from reductions in raw product
costs,  including  oil, net sales  declined due to  competitive  activity in the
dressing  category  being  negatively  impacted by the actions of one competitor
that has  discontinued  its entire line.  While this action  negatively  impacts
short-term  sales,  it is  expected  to create  distribution  opportunities  and
positively impact salad dressing performance in the future.

Operating  Income:  Operating  income,  excluding  non-recurring  items  and the
implementation  of SFAS No. 142,  decreased from $52.1 million in fiscal 2001 to
$49.6 million in fiscal 2002.  This represents a decrease of $2.5 million or 4.8
percent.  Declines in operating  income within  vegetables,  snacks,  and canned
meals were $2.9 million,  $0.6  million,  and $0.7  million,  respectively.  The
increase within fruits was $1.4 million and the other product line $0.3 million.
Significant  variances are highlighted above in the discussion of EBITDA and net
sales.

Selling,  Administrative,  and General Expenses:  Selling,  administrative,  and
general expenses have increased $3.2 million,  or 5.3 percent,  as compared with
the first six  months  of the prior  fiscal  year.  The  increase  is  primarily
attributable  to a  $5.0  million  increase  in  marketing  expenses,  primarily
associated  with the retail launch of Birds Eye Simply Grillin' during the first
quarter.  In addition,  other branded  marketing  initiatives  during the second
quarter accounted for a $2.0 million increase in expenses.  These increases were
offset by a $4.4 million  reduction in amortization  expense  resulting from the
implementation  of SFAS  No.  142  (see  NOTE 2 to the  "Notes  to  Consolidated
Financial Statements").

Restructuring:  On June 23, 2000,  the Company sold its pickle  business to Dean
Pickle and Specialty Product Company. As part of the transaction, Agrilink Foods
had agreed to contract pack Nalley and Farman's  pickle products for a period of
two years,  ending June 2002. In  anticipation of the completion of this co-pack
contract, the Company initiated  restructuring  activities for approximately 140
employees  in  that   facility   located  in  Tacoma,   Washington.   The  total
restructuring  charge  amounted to $1.1 million and was  primarily  comprised of
employee termination benefits. The majority of such termination benefits will be
liquidated during the next 9 months.

In addition,  on October 12, 2001, the Company  announced a further reduction of
approximately   7  percent  of  its  nationwide   workforce,   for  a  total  of
approximately  300  positions.  The  reductions  are part of an ongoing focus on
low-cost  operations  and  include  both  salaried  and  hourly  positions.   In
conjunction with the reductions,  the Company recorded a charge against earnings
of  approximately  $1.6 million in the second quarter of fiscal 2002,  primarily
comprising  employee  termination  benefits.  Reductions  in  personnel  include
operational and administrative  positions and, net of the restructuring  charge,
are expected to improve fiscal 2002 earnings by approximately  $5.0 million.  Of
this charge,  $0.7 million has been  liquidated  and the  remaining  termination
benefits will be liquidated during the next 9 months.

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

<PAGE>

Income from Joint Venture:  This amount  represents  earnings  received from the
investment in Great Lakes Kraut LLC, a joint venture between  Agrilink Foods and
Flanagan  Brothers,  Inc. There has been no significant change in the operations
of the joint venture in fiscal 2002 compared to fiscal 2001.

Interest  Expense:  Interest expense  decreased $3.8 million to $35.7 million in
the first six months of fiscal  2002 from $39.5  million in the first six months
of fiscal 2001. The decrease is the result of a decrease in the weighted average
interest rate of 1.48 percent  resulting from general  interest rate reductions,
offset by higher average outstanding  balances during the first half of the year
of  approximately  $7.3 million.  Additionally,  interest expense was negatively
impacted by a  supplemental  fee of $1.5  million paid in  conjunction  with the
Company's  credit facility.  See NOTE 5 of the "Notes to Consolidated  Financial
Statements."

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

In fiscal  2002,  it is  currently  estimated  that 90  percent of  earnings  on
patronage products will exceed 50 percent of all pretax earnings of the Company;
accordingly,  the Pro-Fac 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  increased  approximately  $1.3
million  from the prior year as a result of the change in  earnings  before tax.
Agrilink   Foods'   effective   tax   rate  is   negatively   impacted   by  the
non-deductibility of certain amounts of goodwill.

                         LIQUIDITY AND CAPITAL RESOURCES

The  following  discussion  highlights  the major  variances  in the  "Unaudited
Consolidated Statement of Cash Flows" for the six months ended December 29, 2001
compared to the six months ended December 23, 2000.

Net cash used in  operating  activities  increased  $27.5  million  over the six
months of the prior fiscal year. The increase was the result of variances within
accounts  payable  and  other  accruals  due to the  timing  of  liquidation  of
outstanding  balances.  The most  significant  component of which was the August
2001 payment on the remaining  balance of the purchase  price for the AgriFrozen
Foods  inventory of $21.6  million.  Additionally,  inventories  increased  $7.3
million as a result of planned  increases in production as compared to the prior
year.

Net cash used in  investing  activities  in the first six months of fiscal  2002
decreased  $2.3 million from the first six months of fiscal 2001. The change was
primarily  a result of $5.0  million  in  proceeds  received  in fiscal  2001 in
conjunction  with  the  sale of  pickle  machinery  and  equipment  offset  by a
reduction in  equipment  purchases  of $6.6  million.  The purchase of property,
plant, and equipment was for general operating purposes.

Net cash provided by financing activities increased $22.7 million. This increase
was  primarily  due to an  increase  in cash  used in  operating  activities  as
described  above,  a decrease in  mandatory  payments on  long-term  debt due to
timing of the quarter-ends,  and a $3.2 million mandatory prepayment  associated
with the sale of certain pickle machinery and equipment in fiscal 2001.

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

As of December 29, 2001,  (i) cash  borrowings  outstanding  under the Revolving
Credit Facility were $114.8 million, (ii) there were $19.6 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 $65.6 million.  The Company believes that the cash flow
generated by operations  and the amounts  available  under the Revolving  Credit
Facility  provide  adequate  liquidity to fund working capital needs and capital
expenditures.
<PAGE>
Certain  financing  arrangements  require that  Pro-Fac and Agrilink  Foods meet
certain  financial  tests and ratios and comply with  certain  restrictions  and
limitations.  As of December 29, 2001, Pro-Fac and the Company are in compliance
with all covenants,  restrictions, and limitations under the terms of the credit
facility as amended.

The August 2001  amendment  imposes  contingent  fees and possible  increases in
interest rates under the credit facility if Agrilink Foods does not raise equity
and deleverage its balance sheet or satisfy  specified EBITDA and leverage ratio
requirements  within certain time frames.  To this end, Agrilink Foods engaged a
financial advisor to assist it in exploring various  alternatives  responsive to
the amendment,  including,  among other possibilities,  a private placement of a
minimum of $100 million of securities.  The amount of any  contingent  fees that
may be imposed under the amendment is also impacted by the EBITDA which Agrilink
Foods achieves for its fiscal year ending in June 2002.


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 December 29,  2001,  the
Company had cash flow hedges for the Mexican peso with  maturity  dates  ranging
from December 2001 to May 2002. At December 29, 2001, the fair value of the open
contracts was an after-tax gain of $0.2 million,  recorded in accumulated  other
comprehensive  income in shareholder's  equity.  Amounts deferred to accumulated
other  comprehensive  income will be reclassified into cost of goods sold within
the next 12 months. During the second quarter of fiscal 2002, approximately $0.2
million was reclassified from other comprehensive  income to cost of goods sold.
For the first six months of fiscal  2002,  approximately  $0.4  million has been
reclassified  from  other  comprehensive  income  to cost of goods  sold.  Hedge
ineffectiveness was insignificant.

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

Contract amounts                                     62 million Pesos
Weighted average settlement exchange rate               11.0074%

Commodity  Prices:  The Company is exposed to  commodity  price risk  related to
forecasted purchases of corrugated (unbleached  kraftliner) in its manufacturing
process.  To mitigate this risk,  the Company  entered into a swap  agreement on
January 8, 2002  designated  as a cash flow hedge of its  forecasted  corrugated
purchases.  The swap hedged  approximately  65 percent of the Company's  planned
corrugated requirements. The termination date for the agreement is June 2003.

                                          Swap
                                       Corrugated
                                (Unbleached Kraftliner)
                        -------------------------------------
Notional amount                  36,000 short tons
Average paid rate                  $400/short ton
Average receive rate    Floating rate with monthly settlement
Maturities through                   June 2003

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.  In  September  2001,  the Company  entered into an
interest  rate cap agreement  with a major  financial  institution.  The Company
designates this interest rate cap as a cash flow hedge.

The interest rate cap contract is for a period of two years and became effective
on October 5, 2001.  Approximately  61 percent of the  underlying  debt is being
hedged with this interest rate cap and protects against  three-month LIBOR rates
exceeding 5 percent.

The Company paid a one-time fee for the cap of  approximately  $0.6 million that
is marked to market over the life of the interest rate cap. Changes in the cap's
fair  value are  deferred  to other  comprehensive  income and  reclassified  to
earnings when a hedged transaction occurs.

<PAGE>

The following summarizes the Company's interest rate cap agreement:

                                    December 29, 2001
                               ---------------------------
Interest Rate Cap:
Notional amount                       $250 million
   Premium paid                         $638,000
   Cap rate                               5.0%
   Index                              3-Month LIBOR
   Term                        October 2001 - October 2003

OTHER MATTERS

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

For the 2001 crop season,  dry weather  conditions in the Company's New York and
Midwest growing regions may negatively impact  production costs.  Management has
initiated  pricing  actions  and cost  reduction  initiatives  in order to fully
offset any crop-related production cost increases.

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.

                                     PART II

ITEM 1- LEGAL PROCEEDINGS

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

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

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

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

<PAGE>


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

     (a) Exhibits

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

                     <S>          <C>
                     10.1         Equity Value Plan, as amended and restated
                     10.2         Management Incentive Program
                     10.3         Master Salaried Retirement Plan, as amended and restated
                     99.1         Pro-Fac Cooperative, Inc. Financial Statements for the Quarterly Period Ended December 29, 2001

     (b)      Reports on Form 8-K:

               On October 12,  2001,  the Company  filed a report on Form 8-K to report on workforce reductions.


</TABLE>

<PAGE>












                                   SIGNATURES


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



                                                   AGRILINK FOODS, INC.



Date:       February 7, 2002             By:/s/   Earl L. Powers
     ---------------------------------      --------------------------------
                                                   EARL L. POWERS
                                           EXECUTIVE VICE PRESIDENT FINANCE AND
                                                 CHIEF FINANCIAL OFFICER
                                              (Principal Financial Officer
                                            and Principal Accounting Officer)