<PAGE>

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

Form 10-Q/A

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

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

For the quarterly period ended December 23, 1995
	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


CURTICE-BURNS FOODS, INC.
(Exact Name of Registrant as Specified in its Charter)



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



90 Linden Place, PO Box 681, Rochester, NY  14603
(Address of Principal Executive Offices)    (Zip Code)

Registrants Telephone Number, Including Area Code (716) 383-1850


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

	YES  X                NO     

Indicate the number of shares outstanding of each of the 
issuers classes of common stock as of January 19, 1996.

	Common Stock:  10,000








	Page 1 of 16


<PAGE>
	PART I.  FINANCIAL INFORMATION

ITEM I.  FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Curtice-Burns Foods, Inc.
Consolidated Statement of Operations

                                      Quarter Ended                   
                        			Fiscal 1996             Fiscal 1995     
(Dollars in Thousands)
                   			       9/24/95 -       11/4/94 -       9/25/94 -
			                         12/23/95        12/24/94        11/3/94
			                         Successor      Successor       Predecessor
<S>                          <C>             <C>                <C>
Net sales                    $208,186        $116,203           $ 99,774
Cost of sales                 156,495          80,170             68,966
Gross profit                   51,691          36,033             30,808
Change in control expenses                                          (400)
Other selling, administrative,                               
  and general expenses        (46,316)        (26,492)           (22,603)
Operating income before                                       
  dividing with Pro-Fac         5,375           9,541              7,805
Interest expense              (10,959)         (5,849)            (2,553)
Pretax (loss)/earnings 
  before dividing with 
  Pro-Fac                      (5,584)          3,692              5,252
Pro-Fac share of                                              
  loss/(earnings)               2,792          (1,846)            (2,569)
(Loss)/income before taxes     (2,792)          1,846              2,683
Tax benefit/(provision)           915            (942)            (1,298)
Net (loss)/income            $ (1,877)       $    904           $  1,385
</TABLE>                                                              
<TABLE>
<CAPTION>
				                                 	 Six Months Ended        
			                          Fiscal 1996           Fiscal 1995      
			                           6/25/95 -     11/4/94 -       6/26/94 -
			                          12/23/95       12/24/94        11/3/94
			                          Successor      Successor       Predecessor
<S>                          <C>             <C>             <C>
Net sales                    $373,364        $116,203        $276,621
Cost of sales                 279,141          80,170         195,810
Gross profit                   94,223          36,033          80,811
Restructuring expenses,                                      
  including net 
  (loss)/gain from 
  division disposals                                           (8,415)
Change in control expenses                                     (2,150)
Gain on assets resulting                            
  from fire claim                                               6,469
Other selling, administrative 
and general expenses          (83,041)        (26,492)        (60,576)
Operating income before 
  dividing with Pro-Fac        11,182           9,541          16,139
Interest expense              (21,005)         (5,849)         (7,624)
Pretax(loss)/earnings before                                
  dividing with Pro-Fac        (9,823)          3,692           8,515
Pro-Fac share of 
  loss/(earnings)               4,912          (1,846)         (4,062)
(Loss)/income before taxes     (4,911)          1,846           4,453
Tax benefit/(provision)         1,200            (942)         (2,735)
Net (loss)/income            $ (3,711)        $   904         $ 1,718
<FN>
The accompanying notes are an integral part of these consolidated 
financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Curtice-Burns Foods, Inc.
Consolidated Balance Sheet
(Dollars in Thousands)

                                                  								December 23,    June 24,   December 24,
                                                    								  1995           1995      1994        
<S>                      <C>           <C>          <C>    <C>              <C>      <C>
Assets
Current assets:
	Cash                                                    $  6,228      $  4,158      $  7,765
	Accounts receivable trade, net                            62,094        47,341        66,203
	Accounts receivable, other                                 9,853        19,812        13,015
	Income taxes refundable                                    1,877         1,043              
	Current deferred tax asset                                 3,954         6,784        10,610
	Inventories -                                     
	Finished goods                                           165,009       108,691       160,962
		Raw materials and supplies                               46,581        51,491        54,464
			Total inventories                                      211,590       160,182       215,426
	Receivable from Pro-Fac                                    8,490         1,001              
	Prepaid manufacturing expense                                            9,903              
	Prepaid expenses and other                 
	  current assets                                           4,049         2,306         5,289
			Total current assets                                   308,135       252,530       318,308
Investment in Bank                                         22,907        22,907        21,619
Property, plant, and equipment, net                       273,827       272,192       271,907
Assets held for sale                                        5,935        13,863         6,138
Goodwill and other intangibles, net                        83,706       101,494        93,975
Other assets                                               12,770         9,298        22,293
			Total assets                                          $707,280      $672,284      $734,240
Liabilities and shareholders equity
Current liabilities:
	Notes payable                                           $ 70,000        $           $ 70,000
	Accounts payable                                          49,218        60,112        55,078
	Income taxes payable                                                                   2,975
	Due to Pro-Fac                                                                        10,601
	Accrued interest                                           9,486         9,171         4,550
	Accrued employee compensation                              7,945        11,644         9,259
	Accrued manufacturing expense                              2,269                       2,417
	Other accrued expenses                                    27,514        15,116        29,171
	Current portion of obligations             
	 under capital leases                                        764           764           785
	Current portion of long-term debt                          8,056        11,552         8,182
	  Total current liabilities                              175,252       108,359       193,018
Long-term debt                                            181,420       183,665       165,390
Senior subordinated notes                                 160,000       160,000       160,000
Obligations under capital leases                            1,620         1,620         1,296
Deferred income tax liabilities                            33,710        59,721        61,521
Other non-current liabilities                              17,906        17,836        15,822
			Total liabilities                                      569,908       531,201       597,047
Commitments and Contingencies
Shareholders Equity:
     Common stock, par value $.01                      
     10,000 shares outstanding,
       owned by Pro-Fac                                         0             0             0
	                  		   December 23,    June 24,    December 24,
                  			      1995          1995          1994   
 
      Additional paid-in 
	capital:
	  Shareholder paid-in 
	  capital              $151,083      $151,083     $136,289
	  Less capital 
	    contribution
	    receivable           10,000        10,000             0        
	               		      $141,083      $141,083      $136,289  141,083   141,083        136,289
	 Retained earnings                                            (3,711)                     904	    
  Total shareholders 
	    equity                                                   137,372   141,083        137,193
	    Total liabilities and
	    shareholders 
	    equity                                                  $707,280  $672,284       $734,240
<FN>
The accompanying notes are an integral part of these consolidated 
financial statements.
</TABLE>



<PAGE>
<TABLE>
<CAPTION>
Curtice-Burns Foods, Inc.  
Consolidated Statement of Cash Flows
(Dollars in Thousands)
                                      					Fiscal 1996     Fiscal 1995        
                                      					 6/25/95 -      11/4/94 -    6/26/94 -
                                      				 12/23/95        12/24/94     11/3/94
                                      				 Successor       Successor    Predecessor
<S>                                         <C>            <C>         <C>
Cash Flows From Operating Activities:
	Net (loss)/income                          $(3,711)       $  904     $  1,718
	Adjustments to reconcile net (loss)/                                      
	income to net cash                                                            
	provided by operating activities -
	Restructuring:
	Net loss from division disposals                                        5,567
	Including net operating losses                                           
	 subsequent to decision to dispose                                      2,848
	Gain on assets resulting from 
	fire claim                                                             (6,469)
	Amortization of goodwill, other 
	intangibles, and
		financing fees                             2,053              410        753
	Depreciation                               12,772            3,742      6,228
	Change in assets and liabilities:       
	Accounts receivable                        (3,878)            (434)   (12,430)
	Inventories                               (47,158)          10,460    (70,961)
	Income taxes refundable/payable              (834)           2,975      1,491
	Accounts payable and accrued expenses        (351)          (9,450)    (5,662)
	Receivable from/payable to Pro-Fac         (7,951)          (8,496)     9,650
	Other assets and liabilities               (2,999)           8,373      8,733
		Deferred taxes                                              2,696     (1,224)
Net cash (used in)/provided by operating                                       
 activities                                (52,057)          11,180    (59,758)

Cash Flows From Investing Activities:
Purchase of property, plant, and equipment (8,751)            (280)     (5,689)
	Disposals                                   4,019         
	Cash Paid for Acquisition                  (5,400)                             
Net cash used in investing activities      (10,132)            (280)    (5,689)

Cash Flows From Financing Activities:
	Receivable from/payable to Pro-Fac                          (42,000)   42,000
	Proceeds from issuance of short-term debt  70,000            70,000    30,000
	Payments on short-term debt                                 (30,000)        
	Proceeds from issuance of long-term debt    5,400           359,000    10,886
	Payments on long-term debt and capital 
	leases                                    (11,141)         (199,660)  (11,694)       
	Amounts paid to stockholders for 
	acquisition                                                (167,810)           
	Stock activity relating to 
	Predecessors equity                                                        52
	Cash dividends paid                                                    (1,390)
Net cash provided by/
  (used in) financing activities            64,259           (10,470)   69,854
Net change in cash                           2,070               430     4,407
Cash at beginning of period                  4,158             7,335     2,928
Cash at end of period                      $ 6,228          $  7,765   $ 7,335
Supplemental Disclosure of Cash Flow Information:
	Cash paid/(received) during the period for - 
		Interest (net of amount capitalized)     $10,721          $  2,061  $  6,967
		Income taxes, net                        $  (366)         $  2,508  $  2,135
Acquisition of Packer Foods:
	Accounts receivable                       $ 1,375 
	Inventories                                 4,278   
	Prepaid expenses and other current assets     270    
	Property, plant and equipment               5,884   
	Goodwill                                      128  
	Accounts payable                           (4,954)        
	Accrued expenses                             (257)        
	Deferred income tax                          (226)        
	Other non-current liabilities              (1,098)        
	Cash paid for acquisition                 $ 5,400 

In conjunction with the purchase of Curtice-Burns by Pro-Fac
during fiscal 1995, the following non cash transactions 
occurred:
	Transfer of investment in CoBank from Pro-Fac                $ 21,619        
	Debt forgiven by Pro-Fac                                      110,576        
	Other assets contributed by Pro-Fac                             4,094        
                                                 								     $136,289        
<FN>
The accompanying notes are an integral part of these 
consolidated financial statements
</TABLE>

<PAGE>
	CURTICE-BURNS 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 of normal recurring adjustments) necessary for a fair 
presentation of the results of operations for the periods 
presented.  

The Company is a wholly-owned subsidiary of Pro-Fac.  The financial 
statements contained herein present the results of the Company 
during the period prior to its acquisition by Pro-Fac (the 
"Predecessor entity") as well as the period subsequent to its 
November 3, 1994 acquisition (the "Successor entity").  The 
financial statements of the Predecessor entity and Successor entity 
are not comparable in certain respects because of differences 
between the cost bases of the assets held by the Predecessor entity 
compared to that of the Successor entity as well as the effect on 
the Successor entitys operations for adjustments to depreciation, 
amortization, and interest expense.  The acquisition was accounted 
for using the purchase method of accounting.  In conjunction with 
the change in ownership all identifiable assets and liabilities 
were adjusted to reflect their fair values at the date of 
acquisition.  Such allocations have now been finalized. The 
finalization of such allocations and adjustments to deferred taxes 
(as described in Note 4) account for the majority of the variance 
in goodwill.

These financial statements should be read in conjunction with the 
financial statements and accompanying notes contained in the 
Companys Form 10-K for the fiscal year ended June 24, 1995. The 
results of operations for the interim periods are not necessarily 
indicative of the results of operations for the full year.

Fiscal Year:  The financial statements of the Predecessor entity 
include the period from June 26, 1994 through November 3, 1994, the 
acquisition date.  The financial statements of the Successor entity 
include the period after November 3, 1994 (see NOTE 2).  The fiscal 
year of the Successor entity corresponds with that of its parent, 
Pro-Fac, and ends on the last Saturday in June.

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

Reclassification:  Certain items for fiscal 1995 have been 
reclassified to conform with fiscal 1996 presentations.

NOTE 2.  CHANGE OF CONTROL AND AGREEMENTS WITH PRO-FAC 

On November 3, 1994, Curtice-Burns was acquired by Pro-Fac.  Pro-
Fac and the Company were established together in the early 1960s 
and, before Pro-Facs recent acquisition of the Company, had a 
long-standing contractual relationship under the Integrated 
Agreement and similar Predecessor entity agreements.  The 
Integrated Agreement, which has been superseded by the Pro-Fac 
Marketing and Facilitation Agreement, consisted of four principal 
sections:  Operations Financing, Marketing, Facilities Financing, 
and Management.

The provisions of the Integrated Agreement included the financing 
of certain assets utilized in the business of the Company and 
provided a sharing of income and losses between Curtice-Burns and 
Pro-Fac.  Under the Pro-Fac Marketing and Facilitation Agreement, 
Pro-Fac and the Company will continue the Marketing and Management 
arrangements of the Integrated Agreement as well as the sharing of 
income and losses.  The capital contribution of Pro-Fac to the 
Company at acquisition primarily included the cancellation of 
indebtedness and capital lease obligations.

Subsequent to the acquisition date, Pro-Fac invested an additional 
$3.9 million in the Company and committed to another $10.0 million 
investment.  The $10.0 million investment has been reflected as a 
capital contribution receivable on the balance sheet as the funds 
have not yet been transferred by Pro-Fac.

Funds made available by the distribution of retains to members, in 
lieu of cash by Pro-Fac, have historically been reinvested by Pro-
Fac in the Company.  Under the Indentures related to the Notes, 
Pro-Fac will be required to reinvest at least 70 percent of the 
additional Patronage income in Curtice-Burns.

Amounts received by Pro-Fac from Curtice-Burns under both 
Agreements for the six months ended December 23, 1995 and December 
24, 1994 include:  commercial market value of crops delivered, 
$45.9 million and $54.2 million, respectively; interest income, 
$6.1 million for the six months ended December 24, 1994; and 
additional proceeds from (loss)/profit sharing provisions, $(4.9) 
million and $5.9 million, respectively.  Payments by the Company to 
Pro-Fac for interest, amortization, and lease financing payments 
ceased as of November 3, 1994.


<PAGE>
Following, in capsule form, is the consolidated, unaudited results 
of operations of Curtice-Burns Foods for the six months ended 
December 24, 1994, assuming the acquisition by Pro-Fac took place 
at the beginning of the 1995 fiscal year.

<TABLE>
<CAPTION>
(In Millions)
(Pro Forma is Unaudited)                                        
                      				Six Months Ended
                      				December 24, 1994       
                      				Actual  Pro Forma
<S>                      <C>       <C>
	Net sales               $392.8    $392.8
	Income before taxes     $  6.3    $  4.1
	Net income              $  2.6    $  2.0
</TABLE>

NOTE 3. DISPOSALS

Nalleys US Chips and Snacks:  On December 19, 1994, the Company 
sold the Nalleys US Chips and Snacks business for approximately 
$2.0 million.  In the first quarter of fiscal 1995, the Company 
recognized a charge of approximately $8.4 million in connection 
with the elimination of this line of business.  This sale was 
contemplated by Pro-Fac in conjunction with the acquisition.

Nalleys Canada Ltd.:  On June 26, 1995, the Company sold the 
Nalleys Canada Ltd. subsidiary, located in Vancouver, British 
Columbia, to a group led by management within its Canadian 
subsidiary.  This sale was contemplated by Pro-Fac in conjunction 
with the acquisition.

The Companys Nalleys US division will provide to Nalleys Canada 
Ltd., through a supply agreement, those products which would no 
longer be manufactured in Canada.

NOTE 4. TAXES ON INCOME

In January 1995, the Boards of Directors of Curtice Burns Foods, 
Inc. and Pro-Fac Cooperative, Inc. approved appropriate amendments 
to the Bylaws of Curtice Burns Foods, Inc. to allow the Company to 
qualify as a cooperative under Subchapter T of the Internal Revenue 
Code. In August 1995, Curtice-Burns and Pro-Fac received a 
favorable ruling from the Internal Revenue Service approving the 
change in tax treatment effective for fiscal 1996.  Pro-Facs 
ruling also confirmed that the change in Curtice-Burns status would 
have no affect on Pro-Facs ongoing treatment as a cooperative 
under Subchapter T of the Internal Revenue Code of 1986.  
Accordingly, during the six months ended December 23, 1995, the 
Company provided taxes on non-patronage earnings and patronage 
earnings to be retained by the Company.  The effective tax benefit 
of approximately 24% percent recognized in the six months, is 
comprised of state income taxes , federal taxes on non-patronage 
earnings and patronage earnings retained by the Company.  The 
Companys effective tax benefit is negatively impacted by the 
amount of non-deductible goodwill created in conjunction with the 
acquisition and merger of Curtice Burns Foods, Inc. by Pro-Fac 
Cooperative, Inc.  as of November 3, 1994. 

As a cooperative, deferred tax accounting is generally not required 
for temporary differences associated with patronage earnings 
allocated to members.  Therefore,  in conjunction with this change 
in tax status, deferred taxes have been adjusted based upon 
estimated future levels of patronage earnings to be allocated to 
members.  As the change in tax status represents a resolution of an 
uncertainty related to income taxes outstanding at the date of the 
acquisition, the reduction in net deferred taxes of approximately 
$22 million has been applied against goodwill.

NOTE 5. OTHER MATTERS

Packer Foods:  On July 21, 1995, the Company completed the 
acquisition of Packer Foods, a privately owned, Michigan-based food 
processor.  The total cost of the acquisition was approximately 
$5.4 million in notes plus interest at 10 percent to be paid until 
the notes mature in the year 2000.  The transaction was accounted 
for as a purchase.  For its latest fiscal year ended December 31, 
1994, Packer had net sales of $13 million, operating income of 
$300,000, and income before extraordinary items of $100,000.  
Packer Foods has been merged into the Companys Comstock Michigan 
Fruit operations.

Commitments:  The Companys Southern Frozen Foods Division has 
guaranteed an approximate $2.0 million loan for the City of 
Montezuma to renovate a sewage treatment plant operated by Southern 
Frozen Foods on behalf of the City.

Southern Frozen Foods:  In July 1994, a plant operated by the 
Companys Southern Frozen Foods Division, located in Montezuma, 
Georgia, was damaged by fire.  All material costs associated with 
the facility repairs and business interruption are anticipated to 
be covered under the Companys insurance policies.  A gain on 
assets destroyed in the fire was recognized by Curtice-Burns prior


<PAGE>
to the acquisition.  Subsequent to the acquisition, additional 
costs in the amount of $2.3 million were incurred for which 
negotiations are currently in progress with the insurance carriers. 
 As of December 23, 1995, the Company has received $12.5 million in 
proceeds from the insurance claims for the fire with approximately 
$6.4 million receivable at that date.

ITEM 2. MANAGEMENTS 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 
three- and six month periods of fiscal 1996 compared to the 
comparable prior year periods.  The following comparisons to the 
prior year periods present the results of the Company during the 
period prior to its acquisition by Pro-Fac, ("Predecessor entity") 
as well as the period subsequent to its acquisition, ("Successor 
entity").  The financial statements of the Predecessor and 
Successor entities are not comparable in certain respects because 
of differences between the cost bases of the assets held by the 
Predecessor entity compared to that of the Successor entity as well 
as the effect on the Successor entitys operations for adjustments 
to depreciation, amortization, and interest expense.

General:  Second quarter net sales for Curtice-Burns declined from 
$216.0 million in the previous year to $208.2 million in the 
current year.  After adjusting for divested businesses, which had 
net sales of $11.0 million in the second quarter of the prior year, 
there was a net sales increase of $3.2 million.  The six months net 
sales for Curtice Burns declined from $392.8 million in the 
previous year to $373.4 million in the current year.  After 
adjusting for divested businesses, which had net sales of $23.4 
million in the prior year period, net sales increased $4.0 million.

In conjunction with the acquisition, net assets were adjusted to 
fair market value and additional debt was incurred.  Accordingly, 
depreciation, amortization and interest expense have increased, 
making year-to-year comparisons difficult to analyze.  Nonetheless, 
earnings before interest, depreciation and amortization (EBITDA) 
for ongoing businesses can be compared.  

The following table reconciles EBITDA with pretax earnings for the 
three and six month periods:




<PAGE>
<TABLE>
<CAPTION>
Curtice Burns Foods Earnings Comparison
(Dollars in Thousands)
				                                  Quarter Ended                         Six Months Ended        
			                         12/23/95     12/24/94     Variance      12/23/95   12/24/94  Variance
<S>                         <C>          <C>           <C>          <C>          <C>      <C>
Pretax earnings prior to 
  interest, depreciation, 
  and amortization from
  ongoing businesses 
  (EBITDA)                  $ 12,433     $ 23,488     $(11,055)     $25,607     $40,778  $ (15,171)
(Loss)/gain from non-
  recurring and sold 
  businesses                      --         (168)         168           --      (3,542)     3,542
Depreciation and 
  amortization                (7,058)      (5,974)      (1,084)     (14,425)    (11,556)    (2,869)
Operating earnings             5,375       17,346      (11,971)      11,182      25,680    (14,498)
Interest expense             (10,959)      (8,402)      (2,557)     (21,005)    (13,473)    (7,532)
Pretax (loss)/earnings 
  prior to dividing
with Pro-Fac                $ (5,584)     $ 8,944     $(14,528)     $(9,823)    $12,207   $(22,030)
</TABLE>

EBITDA declined $11.1 million for the quarter, from $23.5 million 
in the same period the previous year to $12.4 million in fiscal 
1996.  Year-to-date, EBITDA declined $15.2 million, from $40.8 
million the prior year to $25.6 million.  This decline relates to 
three main factors.  The first continues to be the decline in 
vegetable pricing versus the prior year, a situation that is 
impacting the entire industry.  Although it has taken longer than 
anticipated, in the past six months there has been a slight upward 
trend in pricing.  The other two major factors relate to our 
Nalleys Fine Foods division.  They include start-up costs for a 
new dressing plant and increased manufacturing costs associated 
with other products.  The plant start-up turned out to be more 
expensive than expected, due in part to the complexity of producing 
Bernsteins unique-flavored dressings, Nalleys flagship product.

Additional promotional expenses were related to the introduction of 
new fat-free dressings and to meet the very competitive environment 
for other products in Nalleys key North Pacific markets.  These 
expenses increased without an acceptable increase in sales 
performance, and therefore, controls have been installed to improve 
the promotion to performance relationship.

On a year-to-date basis, these increased Nalleys expenses are 
estimated at $12 million.  Approximately three quarters of these, 
or $9 million are non-recurring costs, and corrective actions are 
being taken to put these problems behind us.  These actions include 
improvements in dressing plant performance, new hires with specific 
needed expertise, and improved trade promotion planning and 
control.  

<PAGE>
Other activities include a major inventory reduction program and an 
aggressive cost cutting initiative corporate-wide.

The following tables illustrate the Companys results of operations 
by business for the three and six months ended December 23, 1995 
and December 24, 1994, and the Companys total assets by business 
as of December 23, 1995 and December 24, 1994.



<TABLE>
<CAPTION>
Net Sales
(Dollars in Millions)
                 		     Three Months Ended                   Six Months Ended               
 		                 12/23/95        12/24/94           12/23/95         12/23/94     
			                        % of           % of             % of            % of
		                 $      Total     $    Total     $      Total     $     Total
<S>              <C>        <C>    <C>     <C>    <C>      <C>     <C>      <C>
Comstock Michigan 
  Fruit ("CMF")  104.2      50.0   104.3   48.3   172.9     46.3   176.0    44.8
Nalleys Fine 
  Foods           46.5      22.3    44.3   20.5    92.9     24.9    88.2    22.5
Southern Frozen 
  Foods           26.5      12.7    26.6   12.3    49.4     13.2    49.7    12.7
Snack Foods Group 15.0       7.2    15.3    7.1    30.4      8.1    30.7     7.8
Brooks Foods      12.4       6.0    11.3    5.2    19.3      5.2    16.7     4.3
Finger Lakes 
  Packaging       10.4       5.0    10.7    5.0    22.7      6.1    25.3     6.4
Intercompany 
  eliminations 1  (6.8)     (3.2)   (7.5)  (3.5)  (14.2)    (3.8)  (17.2)   (4.4)
Subtotal ongoing 
  operations     208.2     100.0   205.0   94.9   373.4    100.0   369.4    94.1
Businesses sold 2   --        --    11.0    5.1      --       --    23.4     5.9
	Total           208.2     100.0   216.0  100.0   373.4    100.0   392.8   100.0
<FN>

1       Intercompany sales by Finger Lakes

2       The Company sold Nalleys US Chips and Snacks business and 
Nalleys Canada Ltd.  See NOTE 3 - "Disposals."
</TABLE>

<TABLE>
<CAPTION>
Operating Income Before Dividing with Pro-Fac(1)
(Dollars in Millions)
		                       Three Months Ended               Six Months Ended            
		                   12/23/95        12/24/94           12/23/95         12/23/94  
			                         % of           % of             % of            $ of         
		                  $      Total     $    Total     $      Total     $     Total
<S>               <C>       <C>     <C>    <C>     <C>     <C>     <C>      <C>
CMF                8.2      151.9   11.4   64.0    12.1    108.0   18.1     60.7
Nalleys Fine 
  Foods           (5.7)    (105.6)   4.2   23.6    (4.7)   (42.0)   8.6     28.9
Southern Frozen 
  Foods            2.1       38.9    3.1   17.4     3.1     27.7    5.5     18.5
Snack Foods Group  0.9       16.7    1.1    6.2     1.9     17.0    1.9      6.4
Brooks Foods       1.8       33.3    2.0   11.2     2.2     19.6    2.1      7.0
Finger Lakes 
  Packaging        0.7       13.0    0.6    3.4     1.5     14.0    1.6      5.4
Intercompany 
  eliminations    (2.6)     (48.2)  (5.3) (25.8)   (4.9)   (44.3)  (8.3)   (26.2)
	Subtotal 
	ongoing 
	operations        5.4      100.0   17.1  100.0    11.2    100.0   29.5    100.7
Businesses sold 2   --         --    0.6     --      --       --    0.2     (0.7)
	Total             5.4      100.0   17.7  100.0    11.2    100.0   29.7    100.0
<FN>

1       Table excludes restructuring loss from division disposals, 
change in control expense, and gain on assets as a result of a 
fire claim recorded in fiscal 1995.

2       The Company sold the Nalleys US Chips and Snack business and 
Nalleys Canada Ltd.  See NOTE 3 - "Disposals."
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
Depreciation and Amortization
(Dollars in Millions)
              		       Three Months Ended                     Six Months Ended               
               		  12/23/95          12/24/94             12/23/95        12/23/94      
                     			% of             % of              % of            % of
               		 $     Total       $     Total      $      Total     $     Total
<S>              <C>     <C>      <C>     <C>       <C>     <C>     <C>     <C>
CMF              3.4     47.9     2.2     36.7      6.9     47.9    4.9     42.2
Nalleys Fine 
  Foods          1.4     19.8     0.7     11.7      2.7     18.8    1.5     12.9
Southern Frozen 
  Foods          1.3     18.3     0.6     10.0      2.6     18.1    1.2     10.3
Snack Foods 
  Group          0.4      5.6     0.5      8.3      0.9      6.2    1.0      8.6
Brooks Foods     0.2      2.8     0.1      1.7      0.4      2.8    0.3      2.6
Finger Lakes 
  Packaging      0.4      5.6     0.3      5.0      0.9      6.2    0.6      5.2
Corporate and 
  eliminations    --       --     1.1     18.3      0.0      0.0    1.3     11.2
    Subtotal 
    ongoing 
    operations   7.1    100.0     5.5     91.7     14.4    100.0   10.8     93.0
Businesses sold 1 --       --     0.5      8.3       --       --    0.8      7.0
	Total           7.1    100.0     6.0    100.0     14.4    100.0   11.6    100.0

<FN>
1       Table excludes restructuring loss from division disposals, 
change in control expense, and gain on assets as a result of a 
fire claim recorded in fiscal 1995.

2       The Company sold the Nalleys US Chips and Snack business and 
Nalleys Canada Ltd.  See NOTE 3 - "Disposals."
</TABLE>

<TABLE>
<CAPTION>
Total Assets
(Dollars in Millions)
	                            			December 23,              December 24,    
                             				   1995                      1994         
                                   					   % of                            % of
                     			       $           Total               $           Total
<S>                           <C>          <C>              <C>             <C>    
CMF                           383.0        45.6             264.0           36.0
Nalleys Fine Foods            153.9        21.8              89.2           12.1
Southern Frozen Foods         100.2        14.2              64.9            8.8
Snack Foods Group              28.1         4.0              24.3            3.3
Brooks Foods                   22.6         3.2              11.1            1.5
Finger Lakes Packaging         31.6         4.4              42.5            5.8
Corporate                      47.9         6.8             225.8           30.8
  Subtotal 
  ongoing operations          707.3        100.0             721.8          98.3
	Businesses sold 1               --           --              12.4           1.7
	Total                        707.3        100.0             734.2         100.0
<FN>

1       The Company sold the Nalleys US Chips and Snack business and 
Nalleys Canada Ltd.  See NOTE 3 "Disposals."
</TABLE>

The following table illustrates the Companys income statement data 
and the percentage of net sales represented by these items for the 
quarters and six months ended December 23, 1995 and December 24, 
1994.

<PAGE>
<TABLE>
<CAPTION>
Consolidated Statement of Operations
(Dollars in Millions)
                            		   Three Months Ended                      Six Months Ended               
                         		12/23/95           12/24/94          12/23/95            12/23/94     
                             			  % of              % of              % of            % of
                      		 $        Sales    $        Sales       $     Sales      $    Sales
<S>                     <C>       <C>     <C>        <C>      <C>      <C>     <C>     <C>
Net sales               208.2     100.0   216.0      100.0    373.4    100.0   392.8   100.0
Cost of sales           156.5      75.2   149.2       69.1    279.2     74.8   276.0    70.3
Gross profit             51.7      24.8    66.8       30.9     94.2     25.2   116.8    29.7
Restructuring 
  expenses,
    including 
    net loss 
    from division 
    disposals                                                           (8.4)   (2.1)
Change in control expenses                 (0.4)      (0.2)             (2.2)   (0.6)
Gain on assets incurred as      
  result of a fire claim                                                 6.5     1.6
Other selling, 
administrative and 
  general expenses      (46.3)    (22.2)  (49.0)     (22.6)   (83.0)   (22.2)  (87.0)  (22.1)
Operating income) 
  before dividing 
  with Pro-Fac            5.4       2.6    17.4        8.1     11.2      3.0    25.7     6.5
Interest 
  expense               (11.0)     (5.3)   (8.4)      (3.9)   (21.0)    (5.6)  (13.5)   (3.4)
Pretax (loss)
/earnings before
dividing with 
Pro-Fac                  (5.6)     (2.7)    9.0        4.2     (9.8)    (2.6)   12.2     3.1
Pro-Fac share of 
 loss/(earnings)          2.8       1.4    (4.4)      (2.0)     4.9      1.3    (5.9)   (1.5)
Loss/(income) 
  before taxes           (2.8)     (1.3)    4.6        2.2     (4.9)    (1.3)    6.3     1.6
Tax benefit
  /(provision)            0.9       0.4    (2.3)      (1.1)     1.2      0.3    (3.7)   (0.9)
Net loss/
  (income)              $(1.9)     (0.9)    2.3        1.1    $(3.7)    (1.0)    2.6     0.7  
</TABLE>

CHANGES FROM SECOND QUARTER FISCAL 1995 TO SECOND QUARTER FISCAL 1996

Net Sales:  The Companys net sales in the quarter ended December 
23, 1995 of $208.2 million decreased $7.8 million or 3.6 percent 
from $216.0 million in the same quarter last year.  The net sales 
attributable to businesses sold discussed in NOTE 3 were $11.0 
million in the quarter ended December 24, 1994.  The Companys net 
sales from ongoing operations, excluding businesses sold, were 
$205.0 in the quarter ended December 24, 1994 compared to $208.2 
million in the quarter ended December 23, 1995.  This increase in 
net sales of $3.2  million for ongoing operations is primarily 
comprised of increased net sales at Nalleys and Brooks of $2.2 
million and $1.1 million, respectively, with minor variations at 
other operations.  The increased net sales at Nalleys of $2.2 
million or 5.0 percent primarily relates to increases in the salad 
dressings, salsa, and pickles product lines. The net sales increase 
at Brooks of $1.1 million or 9.7 percent is primarily attributable 
to an  increase in unit sales compared to the prior year quarter.

Gross Profit:  Gross profit of $51.7  million for the quarter ended 
December 23, 1995 decreased $15.1 million or 22.6 percent from 
$66.8 million for the quarter ended December 24, 1994.  Of this net 
decrease, a $2.5  million reduction was attributable to businesses 
sold, and a decrease of $12.6 million was attributable to the 
Companys ongoing operations.  The decrease in gross profit for 
ongoing operations is comprised of increases and decreases as 
follow:
<TABLE>
	<S>                                  <C>
	CMF                                 $ (7.0)
	Southern Frozen Foods                 (0.7)
	Nalleys Fine Foods                    (5.8)
	Brooks                                 0.2
	All Other                              0.7
                            					    $(12.6)
</TABLE>

The decreased gross profit at the Companys CMF and Southern Frozen 
Foods operations primarily relates to depressed vegetable pricing. 
 The decreased gross profit at the Companys Nalleys operation was 
caused by increased manufacturing costs primarily related to the 
startup of the new dressing plant. The improvement at Brooks is due 
to the increased sales volume.
Change in Control Expenses:  Change in control expenses recorded in 
the second quarter of fiscal 1995 amounting to $0.4 million reflect 
non-deductible expenses relating to the sale of the Company 
covering legal, accounting, investment banking, and other expenses 
relative to the change

<PAGE>
in control issue.  All of these expenses were incurred by the 
Predecessor entity.  See NOTE 2 -- "Change in Control of the 
Company and Agreements with Pro-Fac."

Other Selling, Administrative, and General Expenses:  Other 
selling, administrative, and general expenses in the quarter ended 
December 23, 1995 of $46.3 million decreased $2.7 million or 5.5 
percent from $49.0 million in the quarter ended December 24, 1994. 
 This net decrease of $2.7 million includes primarily:

<TABLE>
<CAPTION>
(In Millions)
					   Businesses    
					      Sold         Ongoing      Total 
	<S>                                     <C>           <C>          <C>
	Change in trade promotions           $(0.8)        $(1.5)       $(2.3)
	Change in advertising and 
	  selling costs                       (1.3)         (0.5)        (1.8)  
	Change in other selling, 
	  administrative, and
	  general expenses                    (0.1)          1.5          1.4
                            					     $(2.2)        $(0.5)       $(2.7)  
</TABLE>

The $2.0 million decrease in trade promotions and advertising and 
selling costs at the Companys ongoing operations is primarily 
comprised of increased spending at the Nalleys operation offset by 
decreased spending at CMFs operation.

The $1.5 million increase in other administrative expenses at the 
Companys ongoing operations primarily relates to increased costs 
at the Companys Nalleys operations.  

Interest Expense:  Interest expense in the quarter ended December 
23, 1995 of $11.0 million increased $2.6 million or 31.0 percent 
from $8.4 million in the quarter ended December 24, 1994. This 
increase was primarily attributable to the increased borrowing and 
increased interest rates related to the acquisition of the Company 
by Pro-Fac.

Provision for Taxes:  The benefit for taxes in the quarter ended 
December 23, 1995 of $0.9 million changed $3.2 million from the 
provision of $2.3 million in the quarter ended December 24, 1994.  
See NOTE 4, "Taxes," relative to the change in tax status.


	SIX MONTH CHANGES FROM THE CORRESPONDING PRIOR YEAR PERIOD

Net Sales:  The Companys net sales in the first six months of 
fiscal 1996 of $373.4 million decreased $19.4 million or 4.9 
percent from $392.8 million in the first six months 1995.  The net 
sales attributable to businesses  sold discussed in Note 3 were 
$23.4 million in the first six months of fiscal 1995.  The 
Companys net sales from ongoing operations excluding businesses 
sold were $373.4 million in the first six months of fiscal 1996, an 
increase of $4.0 million or 1.1 percent from $369.4 million in the 
first six months of fiscal 1995.

Gross Profit:  Gross profit of $94.2  million in the first six 
months of fiscal 1996 decreased $22.6 million or 19.3 percent from 
$116.8 million in the first six months of fiscal 1995.  Of this net 
decrease, a $5.4  million reduction was attributable to businesses 
sold and a decrease of $17.2 million was attributable to decreased 
gross profit at the Companys ongoing operations. This decrease of 
$17.2 million was the result of variations in volume, selling 
prices, costs and product mix.  The gross profit variations are 
comprised of increases and decreases as follows:

<TABLE>
<CAPTION>
		  <S>                             <C>  
		  CMF                             $(10.6)
		  Southern Frozen Foods             (1.9)
		  Nalley                            (6.6)
		  Brooks                             0.5
		  All others                         1.4
                            						  $(17.2)
</TABLE>

The decreased gross profit at the Companys CMF and Southern Frozen 
Foods operations primarily relates to depressed vegetable pricing.

The decreased gross profit at the Companys Nalleys operation 
primarily to higher costs on all of their product lines, but 
particularly in salad dressings due to the plant start up process.

The improvement at Brooks is due to higher sales volume.

<PAGE>
Restructuring Expenses Including Net (Loss)/Gain From Division 
Disposals:  Restructuring expenses, including net (loss)/gain from 
division disposals resulted in a charge in the first six months of 
fiscal 1995 of $8.4 million to reflect the impact of the sale of 
certain assets of the Nalleys US Chips and Snack other expenses 
relating to the disposal of this operation.

Change in Control Expenses:  Change in control expenses recorded in 
the first six months of fiscal 1995, amounting to $2.2 million, 
reflect non-deductible expenses relating to the sale of the Company 
covering legal, accounting, investment banking and other expenses 
relative to the change in control issue. In recognizing this 
expense, the Company allocated half of this amount to Pro-Fac as a 
deduction to the profit split.  See Note 2 - "Change in Control of 
the Company and Agreements with Pro-Fac".

Gain on Assets Resulting From Fire Claim:  The gain on assets 
resulting from fire claim recorded in the first six months of 
fiscal 1995 amounted to $6.5 million representing the insurance 
proceeds for the replacement value in excess of the depreciated 
book value of the building and equipment destroyed by fire on July 
7, 1994 at the Southern Frozen Foods Division.

Other Selling, Administrative and General Expenses:  Other selling, 
administrative and general expenses in the first six months of 
fiscal 1996 of $83.0 million decreased $4.0 million or 4.6 percent 
from $87.0 million in the first six months of fiscal 1995.  This 
net decrease of $4.0 million includes primarily:

<TABLE>
<CAPTION>
(In Millions)
                    			    Businesses              
                           				Sold        Ongoing       Total   
<S>                             <C>          <C>          <C>
Change in trade promotions      $(1.9)       $(0.5)       $(2.4) 
Change in advertising and 
	selling costs                   (3.2)        (0.7)        (3.9)
All other                        (0.4)         2.7          2.3  
Change in selling, 
  administrative and 
  general expenses              $(5.5)        $1.5        $(4.0)
</TABLE>

The $1.2 million decrease in trade promotions, advertising and 
selling costs at the Companys ongoing operations resulted from 
increased costs at Nalleys of $3.8 million primarily in the canned 
and dressing product lines offset by a decrease at Comstock 
Michigan Fruit of $5.3 million primarily in the filling and topping 
product lines.  Minor variations occurred in the Companys other 
operations.

The $2.7 million increase in other administrative costs 
attributable to the Companys ongoing operations was primarily 
related to increased spending at Nalleys of $2.2 million and 
slight variations at other operations.

Interest Expense:  Interest expense in the first six months of 
fiscal 1996 of $21.0 million increased $7.5 million or 55.6 percent 
from $13.5 million in the first six months of fiscal 1995. This 
increase was primarily attributable to the increased borrowing and 
rates related to the acquisition of the Company by Pro-Fac.

Provision for Taxes:  The benefit for taxes in the first six months 
of fiscal 1996 of $1.2 million decreased $4.9 million from the 
provision of $3.7 million in the first six months of fiscal 1995.  
The non-deductibility of the amortization of goodwill negatively 
impacts the Companys effective tax rate.

	LIQUIDITY AND CAPITAL RESOURCES

In the six months ended December 23, 1995, the net cash used in 
operating activities of Curtice-Burns of $52.1 million reflects a 
net loss of $3.7 million.  Depreciation and amortization of assets 
amounted to $14.8 million.  Inventories increased $47.2 million, 
and accounts receivable increased $3.9 million.  Changes in other 
assets and liabilities amounted to $12.1  million.

Cash flows used in investing activities of $10.1 million include 
net cash used for capital expenditures in the six-month period of 
$8.7 million, disposals provided $4.0 million, and the acquisition 
of Packer used $5.4 million.

Net cash provided by financing activities in the six months ended 
December 23, 1995 amounted to  $64.3 million.  Proceeds from 
seasonal borrowings amounted to $70.0 million, proceeds from long

<PAGE>
term debt to finance the Packer acquisition amounted to $5.4 
million, and payments on long-term debt amounted to $11.1 million.

Because of the additional debt as a result of the acquisition of 
the Company by Pro-Fac, the cash flow of the Company is the single, 
most important measure of performance.  Net cash provided from 
operations in fiscal 1996 is expected to be sufficient to cover 
scheduled payments on long-term debt and planned capital 
expenditures.

New Borrowings :  Under the New Credit Agreement, as amended, 
Curtice-Burns is able to borrow up to $86.0 million for seasonal 
working capital purposes under the Seasonal Facility, subject to a 
borrowing base limitation, and obtain up to $13.0 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) $86.0 million and (ii) the sum of 60 percent of eligible 
accounts receivable plus 50 percent of eligible inventory.

As of December 23, 1995, (i) cash borrowings outstanding under the 
Seasonal Facility were $70.0 and (ii) availability under the 
Seasonal Facility, after taking into account the amount of the 
borrowing base, was $16.0 million.  In addition to its seasonal 
financing, as of December 23, 1995, The Company had $1.0 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 Facility should be 
sufficient to fund its working capital needs, fund its capital 
expenditures and service its debt for the foreseeable future.

As a result of the acquisition of Curtice-Burns by Pro-Fac, total 
debt and interest expense have increased because the Notes have a 
substantially higher interest rate than the debt that was repaid 
with the proceeds from the Note Offering.  The New Credit Agreement 
requires that Pro-Fac and Curtice-Burns meet certain financial 
tests and ratios and comply with certain other restrictions and 
limitations.  As of December 23, 1995, the Company is in compliance 
with all such restrictions and limitations.  The Company 
anticipates it will not achieve the fixed charge coverage ratio at 
June 29, 1996 outlined in the New Credit Agreement.  Management is 
currently working with the lending institution to obtain a waiver 
for this covenant.  Management anticipates such waiver will be 
granted.

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 years 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.

As a result of the shortage situation of the national supply due to 
the low yields from the 1993 crop year, many vegetable producers 
intentionally increased planned production for the 1994 crop year 
attempting to return the supplies to ample levels.  Favorable 
weather conditions in the 1994 growing season, however, produced 
high crop yields in addition to the increased planned production.  
This resulted in somewhat depressed selling prices, increased 
inventory levels throughout fiscal 1995, and left a higher 
carryover inventory at the end of fiscal 1995 than at the end of 
fiscal 1994 for the Company.  With the harvesting completed for the 
smaller 1995 vegetable crop, it is anticipated prices and inventory 
levels will stabilize during the 1996 fiscal year.

Required scheduled payments on long-term debt will approximate $8.0 
million in the coming year.  Cash proceeds from the sale of 
Nalleys Canada Ltd. of approximately $3.8 million were applied to 
long-term debt in accordance with the terms of the New Credit 
Agreement.

Supplemental Information on Inflation:  The changes in costs and 
prices within the Companys business due to inflation were not 
significantly different from inflation in the United States economy 
as a whole.  Levels of capital investment, pricing and inventory 
investment were not materially affected by the moderate inflation.



<PAGE>
Management Change:  Patrick Lindenbach resigned as president of the 
Nalleys Fine Foods division in Tacoma, Washington, effective 
December 8, 1995.  Lindenbach is a partner in the management group 
that purchased the Nalleys Canada division from Curtice Burns last 
summer and has now decided to devote his full time and energies to 
this new venture.  Dennis Mullen, president of Curtice Burns 
Comstock Michigan Fruit (CMF) division, assumed the additional 
responsibility as president of the Nalleys division.  Ben Frega, a 
senior vice president at CMF, was promoted to executive vice 
president and assumed much of the day-to-day responsibilities for 
that division.  Mr. Frega has been employed by the Company for 
twenty-one years in positions of increasing responsibility.

Director Change:  Subsequent to quarter end, on January 26, 1996, 
Walter F. Payne was appointed to the Curtice Burns Board.  Mr. 
Payne replaces William B. McKnight, who has resigned from the 
Board.  Since joining the Curtice Burns board, Mr. McKnight has 
taken on new duties as president and chief executive officer of 
Wise Foods.  Mr. Payne is president and chief executive officer of 
Blue Diamond Growers, a 4,000-member cooperative of almond growers 
based in Sacramento, California.  Blue Diamond is the worlds 
largest tree nut marketer and processor.  Mr. Payne joined Blue 
Diamond Growers in 1973 as director of marketing and planning and 
was promoted to positions of increasing responsibility over the 
years, including that of executive vice president and chief 
operating officer in 1990, to his present role in 1992.

<PAGE>

PART II.  OTHER INFORMATION

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a)     EXHIBITS

EXHIBIT
NUMBER                       DESCRIPTION             

Exhibit 27                   Financial Data Schedule

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

<PAGE>






SIGNATURES



Pursuant to the requirements 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.



			
CURTICE-BURNS FOODS, INC.      



Date:  January 29, 1996                 BY:     /s/           
William D. Rice               
			      
WILLIAM D. RICE
CHIEF FINANCIAL OFFICER, SENIOR VICE PRESIDENT AND TREASURER
(Duly Authorized Officer and Principal Financial Officer)