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                               Page 1 of 10 Pages



                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    Form 10-Q


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

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

                For the quarterly period ended September 27, 1997

                                       OR

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

                        For the transition period from to

                Registration Statement (Form S-4) Number 33-56517


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


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

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

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

   Curtice-Burns Foods, Inc. 90 Linden Place, PO Box 681, Rochester, NY 14603
                 (Former Name)            (Former Address)

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 October 10, 1997.

                              Common Stock: 10,000





<PAGE>


                          PART I. FINANCIAL INFORMATION

ITEM I.  FINANCIAL STATEMENTS

<TABLE>
Agrilink Foods, Inc.
Consolidated Statement of Operations
<CAPTION>
(Dollars in Thousands)

                                                                                                          Quarter Ended
                                                                                               September 27,         September 28,
                                                                                                   1997                  1996

<S>                                                                                               <C>                   <C>     
Net sales                                                                                         $176,397              $174,000
Cost of sales                                                                                      130,748               132,309
                                                                                                 ---------             ---------
Gross profit                                                                                        45,649                41,691
Selling, administrative, and general expenses                                                      (32,790)              (32,916)
                                                                                                ----------            ----------
Operating income before dividing with Pro-Fac                                                       12,859                 8,775
Interest expense                                                                                    (7,638)               (9,375)
                                                                                               -----------           -----------
Pretax income/(loss) before dividing with Pro-Fac and before cumulative effect of an
   accounting change                                                                                 5,221                  (600)
Pro-Fac share of (income)/loss before cumulative effect of an accounting change                     (2,611)                  276
                                                                                               -----------          ------------
Income/(loss) before taxes and cumulative effect of an accounting change                             2,610                  (324)
Tax provision                                                                                       (1,193)                  (73)
                                                                                               -----------          ------------
Income/(loss) before cumulative effect of an accounting change                                       1,417                  (397)
Cumulative effect of an accounting change before dividing with Pro-Fac                                   0                 4,516
Pro-Fac share of accounting change                                                                       0                (2,630)
                                                                                            --------------           -----------
Net income                                                                                      $    1,417            $    1,489
                                                                                                ==========            ==========

<FN>
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
Agrilink Foods, Inc.
Consolidated Balance Sheet
<CAPTION>
(Dollars in Thousands)
                                                                                     September 27,        June 28,     September 28,
                                                                                          1997             1997            1996

                                     ASSETS

<S>                                                                                    <C>              <C>            <C>       
Current assets:
   Cash and cash equivalents                                                           $  3,995         $  2,836       $    6,682
   Accounts receivable trade, net                                                        65,053           48,661           62,020
   Accounts receivable, other                                                             3,863            2,813            8,413
   Inventories -
     Finished goods                                                                     140,056           87,904          158,474
     Raw materials and supplies                                                          28,396           27,001           35,161
                                                                                       --------         --------       ----------
       Total inventories                                                                168,452          114,905          193,635
                                                                                       --------         --------        ---------
   Prepaid manufacturing expense                                                              0            8,265            1,111
   Prepaid expenses and other current assets                                              8,464            6,323            8,570
   Current deferred tax asset                                                             8,198            8,198           11,724
   Current investment in Bank                                                               631              946                0
                                                                                       --------         --------   --------------
       Total current assets                                                             258,656          192,947          292,155
Investment in Bank                                                                       24,320           24,321           24,439
Property, plant, and equipment, net                                                     209,216          217,923          269,254
Investment in Great Lakes Kraut Company                                                   6,585                0                0
Assets held for sale                                                                      3,259            3,259            5,113
Goodwill and other intangible assets, net                                                95,503           96,429          102,734
Other assets                                                                              7,507            7,682           12,549
                                                                                       --------         --------       ----------
       Total assets                                                                    $605,046         $542,561         $706,244
                                                                                       ========         ========         ========


                      LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
   Notes payable                                                                       $ 64,000         $      0        $  63,000
   Current portion of obligations under capital leases                                      558              558              548
   Current portion of long-term debt                                                      8,073            8,075            8,075
   Accounts payable                                                                      38,931           49,231           46,150
   Income taxes payable                                                                   4,234            5,152            5,054
   Due to Pro-Fac                                                                         9,659            4,312            6,682
   Accrued interest                                                                       3,960            8,540            4,741
   Accrued employee compensation                                                          7,981           11,063            8,143
   Accrued manufacturing expense                                                          2,899                0                0
   Other accrued expenses                                                                21,681           21,956           27,555
                                                                                       --------         --------       ----------
       Total current liabilities                                                        161,976          108,887          169,948
Long-term debt                                                                           70,528           62,829          162,164
Senior subordinated notes                                                               160,000          160,000          160,000
Obligations under capital leases                                                            817              817            1,125
Deferred income tax liabilities                                                          40,902           40,902           51,572
Other non-current liabilities                                                            22,967           22,687           20,716
                                                                                       --------         --------       ----------
       Total liabilities                                                                457,190          396,122          565,525
                                                                                       --------         --------        ---------
Commitments and Contingencies
Shareholder's Equity:
   Common stock, par value $.01;
     10,000 shares outstanding, owned by Pro-Fac                                              0                0                0
     Additional paid-in capital                                                         158,317          158,317          151,108
     Accumulated deficit                                                                (10,461)         (11,878)         (10,389)
                                                                                       ---------        --------       ----------
       Total shareholder's equity                                                       147,856          146,439          140,719
                                                                                       --------         --------        ---------
       Total liabilities and shareholder's equity                                      $605,046         $542,561         $706,244
                                                                                       ========         ========         ========

<FN>
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
Agrilink Foods, Inc.
Consolidated Statement of Cash Flows
<CAPTION>
(Dollars in Thousands)
                                                                                                          Quarter Ended
                                                                                                 September 27,        September 28,
                                                                                                      1997                 1996
                                                                                                 --------------       ------------

<S>                                                                                               <C>                    <C>     
Cash Flows From Operating Activities:
   Net income                                                                                     $  1,417               $  1,489
   Adjustments to reconcile net income to net cash provided by operating activities -
     Amortization of goodwill, and other intangibles                                                   990                  1,093
     Amortization of debt issue costs                                                                  199                    200
     Depreciation                                                                                    4,597                  6,135
     Cumulative effect of an accounting change                                                           0                 (1,886)
     Change in assets and liabilities:
       Accounts receivable                                                                         (17,442)               (14,215)
       Inventories                                                                                 (55,722)               (63,061)
       Income taxes payable                                                                           (918)                    17
       Accounts payable and accrued expenses                                                        (7,011)                  (429)
       Due to Pro-Fac                                                                                5,347                  1,837
       Other assets and liabilities                                                                 (2,455)                (2,065)
                                                                                                  --------               ---------
Net cash used in operating activities                                                              (70,998)               (70,885)
                                                                                                  --------               --------

Cash Flows From Investing Activities:
   Purchase of property, plant, and equipment                                                       (3,231)                (7,105)
   Proceeds from disposals                                                                             375                    293
   Proceeds from investment in CoBank                                                                  316                      0
                                                                                                  --------               --------
Net cash used in investing activities                                                               (2,540)                (6,812)
                                                                                                  --------               --------

Cash Flows From Financing Activities:
   Proceeds from issuance of short-term debt                                                        64,000                 63,000
   Proceeds from issuance of long-term debt                                                          9,000                 18,000
   Proceeds from Great Lakes Kraut                                                                   3,000                      0
   Payments on long-term debt                                                                       (1,303)                (5,519)
   Capital contribution by Pro-Fac                                                                       0                     25
                                                                                                  --------               --------
Net cash provided by financing activities                                                           74,697                 75,506
                                                                                                  --------               --------
Net change in cash and cash equivalents                                                              1,159                 (2,191)
Cash and cash equivalents at beginning of period                                                     2,836                  8,873
                                                                                                  --------               --------
Cash and cash equivalents at end of period                                                        $  3,995               $  6,682
                                                                                                  ========               ========

Supplemental Disclosure of Cash Flow Information:
   Investment in Great Lakes Kraut Company
     Inventories                                                                                  $  2,175
     Prepaid expenses and other current assets                                                         409
     Property plant & equipment, net                                                                 6,966
     Other accrued expenses                                                                            (62)
                                                                                                  -------- 
                                                                                                  $  9,488
                                                                                                  ========              
<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 accompanying  unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles,  and in the opinion
of management,  include all  adjustments  (consisting  only of normal  recurring
adjustments)  necessary for a fair presentation of the results of operations for
these  periods.  Agrilink  Foods,  Inc.  ("Agrilink"  or  the  "Company")  is  a
wholly-owned   subsidiary  of  Pro-Fac  Cooperative,   Inc.  ("Pro-Fac"  or  the
"Cooperative").  These financial  statements  should be read in conjunction with
the financial  statements and accompanying notes contained in the Company's Form
10-K for the fiscal year ended June 28, 1997.

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

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

NOTE 2.       AGREEMENTS WITH PRO-FAC

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

Under the  Agreement  the Company is required to have on its board of  directors
some  persons  who  are  neither   members  of  nor   affiliated   with  Pro-Fac
("Disinterested Directors"). The number of Disinterested Directors must at least
equal the number of directors who are members of Pro-Fac. The volume and type of
crops to be purchased by Agrilink under the Agreement are determined pursuant to
its annual  profit  plan,  which  requires  the  approval  of a majority  of the
Disinterested  Directors.  In  addition,  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  up to 90 percent of such
earnings,  but in no case more than 50 percent of all  pretax  earnings  (before
dividing with Pro-Fac) of the Company.  In years in which the Company has losses
on Pro-Fac  Products,  the  Company  reduces the CMV it would  otherwise  pay to
Pro-Fac  by up to 90  percent  of such  losses,  but in no case by more  than 50
percent of all pretax  losses  (before  dividing  with  Pro-Fac) of the Company.
Additional  patronage  income  is paid  to  Pro-Fac  for  services  provided  to
Agrilink,  including the provision of a long term, stable crop supply, favorable
payment  terms  for  crops,  and the  sharing  of risks  of  losses  of  certain
operations of the business. Earnings and losses are determined at the end of the
fiscal year,  but are accrued on an estimated  basis during the year.  Under the
Indenture  related  to the  Company's  Senior  Subordinated  Notes,  Pro-Fac  is
required to reinvest at least 70 percent of the additional  Patronage  income in
Agrilink.

Amounts  received by Pro-Fac from Agrilink for the quarters ended  September 27,
1997 and September 28, 1996 include: commercial market value of crops delivered,
$40.6  and  $34.3   million,   respectively;   and   additional   proceeds  from
profit/(loss) sharing provisions, $2.6 million and $2.4 million, respectively.

NOTE 3.       OTHER MATTERS

Name Change:  On September  18, 1997,  the Company  changed its name to Agrilink
Foods, Inc. The Company was formerly known as Curtice-Burns Foods, Inc.

The  three  recently  consolidated  business  units,  Comstock  Michigan  Fruit,
Southern Frozen Foods, and Brooks Foods, are now called Curtice Burns Foods.

Formation of New  Sauerkraut  Company:  Effective  July 1, 1997, the Company and
Flanagan Brothers, Inc. of Bear Creek,  Wisconsin,  contributed all their assets
involved in sauerkraut  production to form a new  sauerkraut  company.  This new
company,  Great Lakes Kraut  Company,  operates as a New York limited  liability
company, with ownership split between the two companies. Management believes the
alliance will positively impact earnings.
<PAGE>
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The purpose of this  discussion is to outline the most  significant  reasons for
changes in net sales, expenses and earnings for the first quarter of fiscal 1998
compared to the prior year.

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

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

The following tables  illustrate the Company's results of operations by business
unit for the quarters  ended  September 27, 1997 and September 28, 1996, and the
Company's  total assets by business  unit as of September 27, 1997 and September
28, 1996.
<TABLE>
Net Sales
<CAPTION>
(Dollars in Millions)
                                                                              Quarter Ended
                                                                 September 27,            September 28,
                                                                     1997                      1996
                                                                           % of                      % of
                                                               $          Total            $         Total
                                                             -----        ------         ------      -----

         <S>                                                 <C>           <C>          <C>              <C>  
         CBF                                                 $112.2         63.6%        $ 99.2          57.0%
         Nalley Fine Foods                                     46.9         26.6           44.2          25.4
         Snack Foods Group                                     17.3         9.8            17.2           9.9
                                                             ------       -----          ------         -----
           Subtotal ongoing operations                        176.4       100.0           160.6          92.3
         Businesses sold1                                       0.0         0.0            13.4           7.7
                                                             ------       -----          ------         -----
           Total                                             $176.4       100.0%         $174.0         100.0%
                                                             ======       =====          ======         =====

<FN>
1   Includes the activity of Finger Lakes Packaging and the portion of the canned vegetable business sold in fiscal 1997.
</FN>
</TABLE>
<TABLE>
Operating Income
<CAPTION>
(Dollars in Millions)
                                                                            Quarter Ended
                                                                 September 27,            September 28,
                                                                     1997                      19961
                                                                          % of                      % of
                                                                $         Total            $         Total
                                                             ---------   -------        -----       ------

         <S>                                                 <C>          <C>           <C>          <C>  
         CBF                                                 $ 9.0        69.8%         $ 6.4        72.7%
         Nalley Fine Foods                                     3.7        28.7            2.1        23.9
         Snack Foods Group                                     2.1        16.2            1.5        17.0
         Corporate                                            (1.9)      (14.7)          (1.7)      (19.3)
                                                             -----       -----          -----       -----
           Subtotal ongoing operations                        12.9       100.0            8.3        94.3
         Businesses sold2                                      0.0         0.0            0.5         5.7
                                                             -----       -----          -----       -----
           Total                                             $12.9       100.0%         $ 8.8       100.0%
                                                             =====       =====          =====       =====
<FN>
1   Excludes  cumulative  effect of an  accounting  change for the  quarter  ended  September  28,  1996.  See NOTE 1 - "Summary  of
    Accounting Policies - Change in Accounting Principle."

2   Includes the activity of Finger Lakes Packaging and the portion of the canned vegetable business sold in fiscal 1997.
</FN>
</TABLE>
<PAGE>
<TABLE>
EBITDA1
<CAPTION>
(Dollars in Millions)

                                                                                 Quarter Ended
                                                                 September 27,                  September 28,
                                                                     1997                          19962
                                                                              % of                     % of
                                                                  $          Total           $         Total
                                                             -----------    --------       -------     -----   

         <S>                                                <C>              <C>           <C>         <C>  
         CBF                                                 $12.7            69.0%         $10.6       66.3%
         Nalley Fine Foods                                     5.1            27.7            3.6       22.5
         Snack Foods Group                                     2.6            14.1            2.0       12.5
         Corporate                                            (2.0)          (10.8)          (1.7)     (10.7)
                                                             -----           -----          -----      -----
           Subtotal ongoing operations                        18.4           100.0           14.5       90.6
         Businesses sold(3)                                    0.0             0.0            1.5        9.4
                                                             -----           -----          -----      -----
           Total                                             $18.4           100.0%         $16.0      100.0%
                                                             =====           =====          =====      =====

<FN>
1    Earnings before interest, taxes, depreciation,  and amortization ("EBITDA")
     does not  represent  information  prepared  in  accordance  with  generally
     accepted accounting principles, nor is such information considered superior
     to information  presented in accordance with generally accepted  accounting
     principles.  The EBITDA calculation begins with pretax income/(loss) before
     dividing with Pro-Fac and before  cumulative effect of an accounting change
     and adds to such amount interest expense, depreciation, and amortization of
     goodwill and other intangibles.

2    The above  information  excludes  the  cumulative  effect of an  accounting
     change for the quarter ended  September 28, 1996.  See NOTE 1 - "Summary of
     Accounting Policies - Change in Accounting Principle."

3    Includes  the  activity of Finger  Lakes  Packaging  and the portion of the
     canned vegetable business sold in fiscal 1997.
</FN>
</TABLE>
<TABLE>
Total Assets
<CAPTION>
(Dollars in Millions)

                                                                             Quarter Ended
                                                               September 27,               September 28,
                                                                    1997                        19961
                                                                           % of                        % of
                                                                $          Total            $          Total
                                                             ------        -----          ------       -----

         <S>                                                 <C>            <C>           <C>           <C>  
         CBF                                                 $377.3         62.4%         $389.4        55.1%
         Nalley Fine Foods                                    155.8         25.8           154.7        21.9
         Snack Foods Group                                     26.5          4.4            27.6         3.9
         Corporate                                             45.4          7.4            61.7         8.8
                                                             ------        -----          ------       -----
           Subtotal ongoing operations                        605.0        100.0           633.4        89.7
         Businesses sold                                        0.0          0.0            72.8        10.3
                                                             ------        -----          ------       -----
           Total                                             $605.0        100.0%         $706.2       100.0%
                                                             ======        =====          ======       =====

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

       CHANGES FROM FIRST QUARTER FISCAL 1997 TO FIRST QUARTER FISCAL 1998

Net Sales:  Net sales from ongoing  operations  increased  in the first  quarter
compared  to the prior year by $15.8  million or 10  percent.  This  significant
increase reflects improvements at all three of the Company's business units.

The  most  significant  increases  were  noted  in  the  vegetable  and  aseptic
categories. Net sales for the CBF aseptic category increased $9.2 million, while
the  continuing  vegetable  business  increased  $4.6  million.  The increase in
aseptic  sales  results from new  business,  while the increase in the vegetable
business is  attributable to changes in product mix resulting in improvements in
volume/pricing.

The pickle and dressing  categories  at Nalley also  increased $ 2.1 million and
$1.3 million, respectively due to increased volume.

Small gains were noted in the Snack Foods Group.
<PAGE>
Gross Profit:  Gross profit of $45.6 million in the quarter ended  September 27,
1997 increased $4.0 million or 9.5 percent from the quarter ended  September 28,
1996. Excluding the businesses sold in fiscal 1997, the increase in gross profit
is approximately  $6.3 million.  This increase results  primarily from increased
sales as highlighted above.

Selling,  Administrative,  and General Expenses:  Selling,  administrative,  and
general expenses have decreased  approximately $0.1 million as compared with the
prior year.  During the first  quarter of fiscal  1998,  the  Company  favorably
settled an outstanding  tax claim with the state of Washington  ($1.4  million).
This  settlement  was,  however,  offset by increased  costs due to  competitive
promotional  spending/selling expenses (approximately $0.3 million) and the cost
for employee incentive plans ($0.9 million).

Interest  Expense:  Interest  expense for the quarter  ended  September 27, 1997
decreased $1.7 million or 19 percent. This significant  improvement is primarily
the result of the focus on debt reduction which occurred throughout fiscal 1997.
These activities  included the sale of Finger Lakes  Packaging,  the sale of the
canned  vegetable  business,  and the sale of the Georgia  distribution  center.
Reductions  in  outstanding  debt  accounted  for a decrease of interest of $1.6
million, while changes in rates accounted for a decrease of $0.1 million.

Provision for Taxes:  The provision for taxes in the quarter ended September 27,
1997 of $1.2 million  increased from $0.1 million in the quarter ended September
28, 1996 due to  improvements in earnings.  The Company's  effective tax rate is
negatively impacted by the non-deductibility of goodwill.

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

                         LIQUIDITY AND CAPITAL RESOURCES

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

Net  cash  used in  operating  activities  varied  slightly  from  year to year.
Offsetting items included the reduction in inventories attributed to the sale of
the  canned  vegetable  business  in the fourth  quarter of fiscal  1997 and the
timing of crops  received in the current  year.  Crops in the current  year have
been available for harvest earlier than in the prior year.

Net cash used in investing  activities  improved in the first  quarter of fiscal
1998  primarily  due to the  timing of capital  expenditures.  The  purchase  of
property, plant, and equipment in both years was for general operating purposes.

Net cash provided by financing  activities  decreased from the prior year due to
activity  relating  to the  Pro-Fac  borrowing  arrangement  and the  receipt of
proceeds from Great Lakes Kraut Company.

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

As of September 27, 1997,  (i) cash  borrowings  outstanding  under the Seasonal
Facility were $64.0 million and (ii) additional  availability under the Seasonal
Facility,  was $2.0  million.  In  addition  to its  seasonal  financing,  as of
September  27,  1997,  the Company had $26.6  million  available  for  long-term
borrowings under the Term Loan Facility. The Company believes that the cash flow
generated by its  operations  and the amounts  available  under the Seasonal and
Term Loan  Facilities  should be sufficient to fund its working  capital  needs,
fund its capital expenditures and service its debt for the foreseeable future.

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

Short- and  Long-Term  Trends:  The  vegetable  portion of the  business  can be
positively  or  negatively  affected by weather  conditions  nationally  and the
resulting impact on crop yields.  Favorable weather  conditions can produce high
crop yields and an  oversupply  situation.  This  results in  depressed  selling
prices and reduced  profitability  on the  inventory  produced  from that year's
crops.

<PAGE>


Excessive rain or drought  conditions can produce low crop yields and a shortage
situation.  This  typically  results  in higher  selling  prices  and  increased
profitability.  While the national supply  situation  controls the pricing,  the
supply can differ regionally because of variations in weather.

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

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

           Exhibit Number                  Description

            Exhibit 3.3          Certificate of Incorporation of Agrilink Foods

            Exhibit 27           Financial Data Schedule

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

                       Date                                    Item

                September 23, 1997                     Item 5 - Other Events


<PAGE>









                                   SIGNATURES


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



                                          AGRILINK FOODS, INC.



Date:    November 6, 1997       By:/s/     Earl L. Powers
-------------------------------    ----------------------------------
                                           EARL L. POWERS
                                       VICE PRESIDENT FINANCE AND
                                         CHIEF FINANCIAL OFFICER
                                    (Principle Financial Officer and
                                       Principle Accounting Officer)