Page 1 of 20 Pages

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    Form 10-Q

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

                  For the quarterly period ended March 25, 2000

                                       OR

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

                        For the transition period from to

                        Commission File Number 333-70143

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


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

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

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

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

                                    YES X NO

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of April 29, 2000.

                              Common Stock: 10,000


<PAGE>



                          PART I. FINANCIAL INFORMATION

ITEM I.  FINANCIAL STATEMENTS

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

(Dollars in Thousands)
(Unaudited)
<CAPTION>

                                                                         Three Months Ended                 Nine Months Ended
                                                                  -------------------------------   ------------------------------
                                                                     March 25,        March 27,        March 25,         March 27,
                                                                       2000             1999             2000              1999
                                                                  ------------      -----------     ------------      ---------

<S>                                                                <C>               <C>             <C>               <C>
Net sales                                                          $  279,000        $  352,185      $  912,703        $  911,467
Cost of sales                                                        (192,443)         (243,706)       (621,108)         (634,151)
                                                                   ----------        ----------      ----------        ----------
Gross profit                                                           86,557           108,479         291,595           277,316
Selling, administrative, and general expense                          (65,200)          (86,776)       (214,638)         (213,746)
Gains on sales of assets                                                    0               532           2,293            64,734
Restructuring                                                               0            (5,000)              0            (5,000)
Income from joint venture                                                 543               728           2,238             2,417
                                                                   ----------        ----------      ----------        ----------
Operating income before dividing with Pro-Fac                          21,900            17,963          81,488           125,721
Interest expense                                                      (19,910)          (19,366)        (58,936)          (46,315)
Amortization of debt issue costs associated with a Bridge Facility          0                 0               0            (5,500)
                                                                   ----------        ----------      ----------        ----------
Pretax income/(loss) before dividing with Pro-Fac and
   before extraordinary item                                            1,990            (1,403)         22,552            73,906
Pro-Fac share of (income)/loss before extraordinary item                 (996)            2,188         (11,278)           (7,470)
                                                                   ----------        ----------      ----------        ----------
Income before taxes and before extraordinary item                         994               785          11,274            66,436
Tax provision                                                            (423)             (892)         (4,804)          (26,601)
                                                                   ----------        ----------      ----------        ----------
Income/(loss) before extraordinary item                                   571              (107)          6,470            39,835
Extraordinary item relating to the early extinguishment
   of debt (net of income taxes and after dividing with Pro-Fac)            0                 0               0           (16,366)
                                                                   ----------        ----------      ----------        ----------
   Net income/(loss)                                               $      571        $     (107)     $    6,470        $   23,469
                                                                   ==========        ==========      ==========        ==========

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


<PAGE>



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

                                                                                        March 25,        June 26,        March 27,
                                                                                          2000             1999            1999
                                                                                     -------------      ----------     -------------

                                     ASSETS

<S>                                                                                   <C>               <C>             <C>
Current assets:
   Cash and cash equivalents                                                          $    8,452        $    6,540      $    7,464
   Accounts receivable trade, net                                                        100,594            81,430         100,592
   Accounts receivable, other                                                              6,045             6,184           5,753
   Income taxes refundable                                                                     0             9,360               0
   Current deferred tax asset                                                             15,565            15,565          13,129
   Inventories -
     Finished goods                                                                      291,626           247,389         281,428
     Raw materials and supplies                                                           44,759            46,181          43,501
                                                                                      ----------        ----------      ----------
       Total inventories                                                                 336,385           293,570         324,929
                                                                                      ----------        ----------      ----------
   Current investment in CoBank                                                            4,355             2,403           3,198
   Prepaid manufacturing expense                                                           9,039            18,217           9,607
   Prepaid expenses and other current assets                                              18,668            17,989          19,382
                                                                                      ----------        ----------      ----------
       Total current assets                                                              499,103           451,258         484,054
Investment in CoBank                                                                      15,440            19,693          19,699
Investment in Great Lakes Kraut Company                                                    9,013             6,679           9,001
Property, plant and equipment, net                                                       321,440           339,753         335,727
Assets held for sale at net realizable value                                                 339               890             920
Goodwill and other intangible assets, net                                                257,613           260,733         291,361
Other assets                                                                              24,166            21,655          22,356
Note receivable due from Pro-Fac                                                           9,400             9,400           9,400
                                                                                      ----------        ----------      ----------
       Total assets                                                                   $1,136,514        $1,110,061      $1,172,518
                                                                                      ==========        ==========      ==========


                      LIABILITIES AND SHAREHOLDER'S EQUITY

Current liabilities:
   Notes payable                                                                      $   79,600        $   18,900      $   73,900
   Current portion of obligations under capital leases                                       208               208             256
   Current portion of long-term debt                                                      16,580             8,670           8,731
   Accounts payable                                                                       45,478           103,615          59,967
   Income taxes payable                                                                    1,603                 0           1,924
   Accrued interest                                                                       13,294             5,476          10,456
   Accrued employee compensation                                                          10,466            13,717          13,083
   Other accrued expenses                                                                 81,002            60,242          86,597
   Due to Pro-Fac                                                                         17,369            15,067          16,587
                                                                                      ----------        ----------      ----------
       Total current liabilities                                                         265,600           225,895         271,501
Obligations under capital leases                                                             568               568             503
Long-term debt                                                                           650,747           668,316         668,923
Deferred income tax liabilities                                                           23,174            23,174          35,341
Other non-current liabilities                                                             26,071            28,224          25,696
                                                                                      ----------        ----------      ----------
       Total liabilities                                                                 966,160           946,177       1,001,964
                                                                                      ----------        ----------      ----------
Commitments and contingencies
Shareholder's Equity:

   Common stock, par value $.01;
     10,000 shares outstanding, owned by Pro-Fac                                               0                 0               0
Additional paid-in capital                                                               167,071           167,071         167,071
Accumulated retained earnings/(deficit)                                                    4,046            (2,424)          4,091
Accumulated other comprehensive income:
   Minimum pension liability adjustment                                                     (763)             (763)           (608)
                                                                                      ----------        ----------      -----------
       Total shareholder's equity                                                        170,354           163,884         170,554
                                                                                      ----------        ----------      ----------
       Total liabilities and shareholder's equity                                     $1,136,514        $1,110,061      $1,172,518
                                                                                      ==========        ==========      ==========

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


<PAGE>


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

                                                                                                         Nine Months Ended
                                                                                                   --------------------------
                                                                                                     March 25,           March 27,
                                                                                                       2000                1999
                                                                                                   -----------          ----------

<S>                                                                                                <C>                  <C>
Cash Flows From Operating Activities:
   Net income                                                                                      $    6,470           $   23,469
   Adjustments to reconcile net income to net cash used in operating activities -
     Extraordinary item relating to the early extinguishment of debt (net of income taxes and
       after dividing with Pro-Fac)                                                                         0               16,366
     Gains on sales of assets                                                                          (2,293)             (64,734)
     Loss on disposal of assets                                                                             0                  353
     Depreciation                                                                                      22,035               19,974
     Amortization of goodwill and other intangibles                                                     6,551                6,632
     Interest in-kind on Subordinated Promissory Note                                                   1,174                    0
     Amortization of debt issue costs and discount on Subordinated Promissory Note                      3,221                6,969
     Equity in undistributed earnings of Great Lakes Kraut Company                                     (2,238)              (2,417)
     Equity in undistributed earnings of CoBank                                                          (102)                (520)
     Change in assets and liabilities:
       Accounts receivable                                                                            (19,396)             (22,766)
       Inventories and prepaid manufacturing expense                                                  (75,637)                (276)
       Income taxes refundable/(payable)                                                               10,963                8,444
       Accounts payable and other accrued expenses                                                    (33,030)             (66,768)
       Due to Pro-Fac                                                                                   2,302                2,203
       Other assets and liabilities                                                                    (2,285)              (1,985)
                                                                                                   ----------           ----------
Net cash used in operating activities                                                                 (82,265)             (75,056)
                                                                                                   ----------           ----------

Cash Flows From Investing Activities:
   Purchase of property, plant and equipment                                                          (20,691)             (13,411)
   Proceeds from disposals                                                                             53,538               94,913
   Proceeds from investment in CoBank                                                                   2,403                1,994
   Cash paid for acquisitions                                                                               0             (443,531)
                                                                                                   ----------           ----------
Net cash provided by/(used in) investing activities                                                    35,250             (360,035)
                                                                                                   ----------           ----------

Cash Flows From Financing Activities:
   Net proceeds from issuance of short-term debt                                                       60,700               73,900
   Proceeds from issuance of long-term debt                                                                 0              677,507
   Payments on long-term debt                                                                         (11,773)            (287,313)
   Cash paid for debt issuance costs                                                                        0              (19,085)
   Dividends paid to Pro-Fac                                                                                0               (7,500)
                                                                                                   ----------           -----------
Net cash provided by financing activities                                                              48,927              437,509
                                                                                                   ----------           ----------
Net change in cash and cash equivalents                                                                 1,912                2,418
Cash and cash equivalents at beginning of period                                                        6,540                5,046
                                                                                                   ----------           ----------
Cash and cash equivalents at end of period                                                         $    8,452           $    7,464
                                                                                                   ==========           ==========



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


<PAGE>


<TABLE>
Agrilink Foods, Inc.
Consolidated Statement of Cash Flows
(Dollars in Thousands)
(Unaudited)

(Table continued from previous page)
<CAPTION>

                                                                                                        Nine Months Ended
                                                                                                  -------------------------------
                                                                                                    March 25,           March 27,
                                                                                                      2000*               1999
                                                                                                  -----------          ----------

<S>                                                                                                                      <C>
Supplemental disclosure of cash flow information:
   Acquisition of Erin's Gourmet Popcorn -
     Inventories                                                                                                         $     33
     Property, plant and equipment                                                                                             26
     Goodwill and other intangible assets                                                                                     554
                                                                                                                         --------
                                                                                                                         $    613
                                                                                                                         ========
   Acquisition of Dean Foods Vegetable Company -
     Accounts receivable                                                                                                 $ 24,201
     Current deferred tax asset                                                                                            30,645
     Inventories                                                                                                          195,674
     Prepaid expenses and other current assets                                                                              6,374
     Property, plant and equipment                                                                                        154,527
     Assets held for sale at net realizable value                                                                              49
     Goodwill and other intangible assets                                                                                 182,010
     Accounts payable                                                                                                     (40,865)
     Accrued employee compensation                                                                                         (8,437)
     Other accrued expenses                                                                                               (75,778)
     Long-term debt                                                                                                        (2,752)
     Subordinated promissory note                                                                                         (22,590)
     Other assets and liabilities, net                                                                                     (2,453)
                                                                                                                         --------
                                                                                                                         $440,605
                                                                                                                         ========
   Acquisition of J.A. Hopay Distributing Co., Inc. -
     Accounts receivable                                                                                                 $    420
     Inventories                                                                                                              153
     Property, plant and equipment                                                                                             51
     Goodwill and other intangible assets                                                                                   3,303
     Other accrued expenses                                                                                                  (251)
     Obligation for covenant not to compete                                                                                (1,363)
                                                                                                                         --------
                                                                                                                         $  2,313
                                                                                                                         ========
<FN>
The  accompanying  notes are an integral  part of these  consolidated  financial statements.

*There have been no acquisitions completed for the period ending March 25, 2000.
</FN>
</TABLE>


<PAGE>



                              AGRILINK FOODS, INC.

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF ACCOUNTING POLICIES

Agrilink Foods,  Inc. (the "Company" or "Agrilink  Foods"),  incorporated in New
York in 1961, is a producer and marketer of processed food products. The Company
has four primary product lines including: vegetables, fruits, snacks, and canned
meals.  The majority of the net sales of each product line are within the United
States. In addition, all of the Company's operating facilities, excluding one in
Mexico, are within the United States.  The Company is a wholly-owned  subsidiary
of Pro-Fac Cooperative,  Inc. ("Pro-Fac" or the "Cooperative").  On March 1, the
Cooperative announced it will being doing business as Agrilink. In addition, the
board of  directors  of  Agrilink  and  Pro-Fac  have  agreed to  conduct  joint
meetings,  coordinate  their  activities,  and to act on a  consolidated  basis.
Although  Pro-Fac  Cooperative  will  continue  to be  the  legal  name  of  the
Cooperative,  with the same  structure and  regulations  required by bank credit
agreements and bond indentures, and with the same stock symbol, "PFACP," it will
be presented as Agrilink for all other  communications.  PF Acquisition II, Inc.
conducts business under the name AgriFrozen Foods ("AgriFrozen").

The accompanying  unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles,  and in the opinion
of management,  include all  adjustments  (consisting  only of normal  recurring
adjustments)  necessary for a fair presentation of the results of operations for
these periods. These financial statements should be read in conjunction with the
financial statements and accompanying notes contained in the Company's Form 10-K
for the fiscal year ended June 26, 1999.

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

Reclassification:  Certain  items for  fiscal  1999 have  been  reclassified  to
conform with the current presentation.

NOTE 2. ACQUISITIONS

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

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

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

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


<PAGE>


(Dollars in Millions)
                                                        Nine Months Ended
                                                          March 27, 1999

Net sales                                                  $  1,008.5
Income before extraordinary item                           $     29.6
Net income                                                 $     13.2

These  unaudited pro forma results have been prepared for  comparative  purposes
only  and  include   adjustments   for  additional   depreciation   expense  and
amortization and interest expense on acquisition debt. They do not purport to be
indicative of the results of operations  which  actually would have resulted had
the  combination  been in effect at the beginning of the 1999 fiscal year, or of
the future operations of the consolidated entities.

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

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

NOTE 3. AGREEMENTS WITH PRO-FAC

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

Under the  Agreement,  the Company is required to have on its board of directors
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  Foods under the  Agreement  are  determined
pursuant to its annual profit plan, which requires the approval of a majority of
the Disinterested  Directors.  In addition,  under the Agreement, in any year in
which the Company  has  earnings on  products  which were  processed  from crops
supplied  by Pro-Fac  ("Pro-Fac  Products"),  the Company  pays to  Pro-Fac,  as
additional  patronage income,  90 percent of such earnings,  but in no case more
than 50 percent of all pretax  earnings  (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  Foods,  including the provision of a
long term,  stable  crop  supply,  favorable  payment  terms for crops,  and the
sharing of risks of losses of certain  operations of the business.  Earnings and
losses are  determined  at the end of the  fiscal  year,  but are  accrued on an
estimated  basis during the year.  Under the  Agreement,  Pro-Fac is required to
reinvest  at least 70 percent of the  additional  patronage  income in  Agrilink
Foods.

Amounts  received by Pro-Fac from Agrilink Foods for the nine months ended March
25, 2000 and March 27, 1999 include: commercial market value of crops delivered,
$69.4 million and $61.5  million,  respectively;  and  additional  proceeds from
profit sharing provisions, $11.3 million and $5.8 million, respectively.


<PAGE>


NOTE 4.       DEBT

Summary of Long-Term Debt:
(Dollars in Thousands)
                                                March 25,  June 26,   March 27,
                                                  2000      1999        1999
                                               ---------- ---------  ----------

Term Loan Facility                             $435,000   $446,600   $ 446,800
Senior Subordinated Notes                       200,015    200,015     200,015
Subordinated Promissory Note (net of discount)   25,447     23,372      23,372
Other                                             6,865      6,999       7,467
                                               --------   --------   ---------
Total Debt                                      667,327    676,986     677,654
Less Current Portion                            (16,580)    (8,670)     (8,731)
                                               --------   ---------  ---------
Total Long-Term Debt                           $650,747   $668,316   $ 668,923
                                               =========  ========   =========

NOTE 5. OTHER MATTERS

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

On  December  17,  1999,  Agrilink  Foods  completed  the sale of the  Company's
Cambria,  Wisconsin  processing  facility  to Del Monte.  The sale  includes  an
agreement  for Del Monte to produce a portion of Agrilink  Foods'  product needs
during the 2000 packing season.  The Company received  proceeds of approximately
$10.5  million  which  were  applied to bank  loans  ($6.0  million of which was
applied to the Term Loan  Facility  and $4.5 million of which was applied to the
Company's  Revolving Credit Facility).  A gain of approximately $2.3 million was
recognized on this transaction.

Restructuring:  During the third quarter of fiscal 1999, the Company completed a
corporate-wide restructuring program. The overall objectives of the plan were to
reduce expenses,  improve  productivity,  and streamline  operations.  The total
restructuring  charge  amounted to $5.0 million and was  primarily  comprised of
employee  termination  benefits.  Efforts have focused on the  consolidation  of
operating  functions and the  elimination of  approximately  five percent of the
work force.  Reductions  in personnel  include  operational  and  administrative
positions.  Of this charge,  $2.6 million has been  liquidated to date,  and the
remaining  termination benefits are anticipated to be liquidated within the next
12 months.

NOTE 6. OPERATING SEGMENTS

The Company is organized by product line for management reporting with operating
income being the primary measure of segment profitability. Accordingly, no items
below operating  earnings are allocated to segments.  The Company's four primary
operating segments are as follows: vegetables, fruits, snacks, and canned meals.

The  vegetable  product  line  consists of canned and frozen  vegetables,  chili
beans,  pickles,  and  various  other  products.  Branded  products  within  the
vegetable  category  include Birds Eye,  Birds Eye Voila!,  Veg-All,  Freshlike,
McKenzies,  Brooks Chili  Beans,  Farman's  and Nalley.  The fruit  product line
consists of canned and frozen  fruits  including  fruit  fillings and  toppings.
Branded products within the fruit category include Comstock and Wilderness.  The
snack product line consists of potato chips,  popcorn and other corn-based snack
items.  Branded  products within the snack category include Tim's Cascade Chips,
Snyder of Berlin, Husman, La Restaurante,  Erin's, Beehive, Pops-Rite, and Super
Pop. The canned meal product line includes canned meat products such as chilies,
stew,  soups, and various other  ready-to-eat  prepared meals.  Branded products
within the canned meal category  include  Nalley.  The  Company's  other product
lines primarily  represent salad  dressings.  Branded products within the "other
category" include Bernstein's and Nalley.


<PAGE>


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

                                                                      Three Months Ended              Nine Months Ended
                                                                  --------------------------     --------------------------
                                                                     March 25,     March 27,       March 25,      March 27,
                                                                       2000         1999             2000           1999
                                                                  ------------   -----------       ---------     ----------
<S>                                                                  <C>          <C>              <C>           <C>
Net Sales:
   Vegetables                                                        $  210.4     $   240.5        $  638.9      $   572.8
   Fruits                                                                19.8          22.0            88.7           90.4
   Snacks                                                                20.8          23.2            64.2           67.6
   Canned Meals                                                          14.9          18.6            49.9           51.3
   Other                                                                 13.1          25.9            41.0           52.5
                                                                     --------     ---------        --------      ---------
     Continuing segments                                                279.0         330.2           882.7          834.6
   Businesses sold1                                                       0.0          22.0            30.0           76.9
                                                                     --------     ---------        --------      ---------
       Total                                                         $  279.0     $   352.2        $  912.7      $   911.5
                                                                     ========     =========        ========      =========

Operating income:
   Vegetables2                                                       $   16.4     $    15.8        $   56.6      $    38.2
   Fruits                                                                 1.8           1.6            11.4           10.5
   Snacks                                                                 1.2           1.1             4.1            4.7
   Canned Meals                                                           1.6           2.4             6.1            5.5
   Other                                                                  0.9           1.3             2.4            2.4
                                                                     --------     ---------        --------      ---------
     Continuing segments                                                 21.9          22.2            80.6           61.3
   Businesses sold1                                                       0.0           0.2            (1.4)           4.7
                                                                     --------     ---------        --------      ---------
       Subtotal                                                          21.9          22.4            79.2           66.0
Gains on sales of assets                                                  0.0           0.5             2.3           64.7
Restructuring                                                             0.0          (5.0)            0.0           (5.0)
                                                                     --------     ---------        --------      ---------
Operating income before dividing with Pro-Fac                            21.9          17.9            81.5          125.7
Interest expense                                                        (19.9)        (19.3)          (58.9)         (46.3)
Amortization of debt issue costs associated with a Bridge Facility        0.0           0.0             0.0           (5.5)
                                                                     --------     ---------        --------      ---------
Pretax income/(loss) before dividing with Pro-Fac and
   before extraordinary item                                         $    2.0     $    (1.4)       $   22.6      $    73.9
                                                                     ========     =========        ========      =========

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

2  The  vegetable  product line  includes  earnings  derived from the  Company's investment  in Great Lakes Kraut Company of $0.5
   million and $0.7 million for the three months ended March 25, 2000 and March 27,  1999,  respectively  and $2.2 million and $2.4
   million for the nine months  ended March 25, 2000 and March 27, 1999, respectively.
</FN>
</TABLE>

NOTE 7. SUBSIDIARY GUARANTORS

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

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


<PAGE>


<TABLE>
(Dollars in Millions)
<CAPTION>

                                         Three Months Ended        Nine Months Ended
                                        ---------------------    ---------------------
                                        March 25,   March 27,    March 25,   March 27,
                                          2000         1999        2000        1999
                                        --------    ---------   ---------    ---------
<S>                                      <C>        <C>          <C>           <C>
Summarized Statement of Operations:
   Net sales                             $ 17.3     $  8.2       $ 56.5        $14.6
   Gross profit                            13.7        6.1         45.5          9.2
   Income from continuing operations       14.2        5.5         45.9          6.6
   Net income                               9.2        3.6         29.8          4.2

Summarized Balance Sheet:
   Current assets                        $  2.9     $  2.0
   Noncurrent assets                      212.7      219.5
   Current liabilities                      6.3        2.6

</TABLE>

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

The purpose of this discussion is to outline the significant reasons for changes
in the Unaudited  Consolidated  Statement of Operations in the first nine months
of fiscal 2000 versus fiscal 1999.

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

The  vegetable  product  line  consists of canned and frozen  vegetables,  chili
beans,  pickles,  and  various  other  products.  Branded  products  within  the
vegetable product line include Birds Eye, Birds Eye Voila!, Freshlike,  Veg-All,
McKenzies,  Brooks Chili  Beans,  Farman's  and Nalley.  The fruit  product line
consists of canned and frozen  fruits  including  fruit  fillings and  toppings.
Branded products within the fruit category include Comstock and Wilderness.  The
snack product line consists of potato chips,  popcorn and other corn-based snack
items.  Branded  products within the snack category include Tim's Cascade Chips,
Snyder of Berlin, Husman, La Restaurante,  Erin's, Beehive, Pops-Rite, and Super
Pop. The canned meal product line includes canned meat products such as chilies,
stews,  soups, and various other ready-to-eat  prepared meals.  Branded products
within the canned meal category include Nalley. The Company's other product line
primarily represents salad dressings. Brand products within the "other" category
include Bernstein's and Nalley.

The following  tables  illustrate  the results of operations by product line for
the three- and nine-month periods ended March 25, 2000 and March 27, 1999.


<PAGE>


<TABLE>
EBITDA1, 2
(Dollars in Millions)
<CAPTION>

                                      Three Months Ended                        Nine Months Ended
                             -------------------------------------   -------------------------------------
                                March 25,           March 27,              March 25,          March 27,
                                  2000                1999                   2000               1999
                             ---------------    ------------------   -----------------    ----------------
                                       % of                % of                 % of                 % of
                                $      Total      $        Total        $       Total        $       Total
                             ------    -----    ------    ------     -------    -----     ------     -----

<S>                          <C>        <C>     <C>         <C>      <C>        <C>       <C>        <C>
Vegetables                   $ 23.6     74.9%   $ 21.0      69.1%    $  78.1    72.4%     $ 55.8     60.2%
Fruits                          2.3      7.3       2.2       7.2        12.7    11.8        12.1     13.0
Snacks                          2.1      6.7       1.7       5.6         6.5     6.1         6.5      7.0
Canned Meals                    2.1      6.7       2.9       9.6         7.5     6.9         7.1      7.7
Other                           1.4      4.4       1.8       5.9         3.8     3.5         3.7      4.0
                             ------    -----    ------     ------    -------   -----      -------   ------
     Continuing segments       31.5    100.0      29.6      97.4       108.6   100.7        85.2     91.9
Businesses sold3                0.0      0.0       0.8       2.6        (0.8)   (0.7)        7.5      8.1
                             ------    -----    ------     ------    -------   ------     -------   ------
     Total                   $ 31.5    100.0%   $ 30.4     100.0%    $ 107.8   100.0%     $  92.7    100.0%
                             ======    =====    ======     ======    =======   ======     =======   ======

1  Earnings before interest, taxes, depreciation, and amortization ("EBITDA") is
   defined as the sum of pretax income  before  dividing with Pro-Fac and before
   extraordinary  item,  interest  expense,  amortization  of debt issues  costs
   associated with a Bridge Facility,  depreciation and amortization of goodwill
   and other intangibles.

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

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

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

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

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

                                       Three Months Ended                        Nine Months Ended
                             -------------------------------------   -------------------------------------
                                March 25,           March 27,              March 25,          March 27,
                                  2000                1999                   2000               1999
                             ---------------    ------------------   -----------------   -----------------
                                       % of                % of                 % of                 % of
                                $      Total      $        Total        $       Total       $        Total
                             ------    -----    ------    ------     -------    -----    -------     -----
<S>                         <C>         <C>     <C>        <C>       <C>         <C>     <C>          <C>
Vegetables                  $ 210.4     75.4%   $ 240.5    68.3%     $ 638.9     70.0%   $ 572.8      62.8%
Fruits                         19.8      7.1       22.0     6.3         88.7      9.7       90.4       9.9
Snacks                         20.8      7.5       23.2     6.6         64.2      7.0       67.6       7.4
Canned Meals                   14.9      5.3       18.6     5.3         49.9      5.5       51.3       5.7
Other                          13.1      4.7       25.9     7.3         41.0      4.5       52.5       5.8
                            -------    -----    -------   ------      -------  -------   -------      -----
     Continuing segments      279.0    100.0      330.2    93.8        882.7     96.7      834.6      91.6
Businesses sold1                0.0      0.0       22.0     6.2         30.0      3.3       76.9       8.4
                            -------    -----    -------   ------      -------  -------   -------      -----
     Total                  $ 279.0    100.0%   $ 352.2   100.0%     $ 912.7    100.0%   $ 911.5     100.0%
                            =======    =====    =======   ======      =======  =======   =======      =====

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

<PAGE>



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

                                       Three Months Ended                        Nine Months Ended
                             -------------------------------------   -------------------------------------
                                March 25,           March 27,              March 25,          March 27,
                                  2000                1999                   2000               1999
                             ---------------    ------------------   -----------------   -----------------
                                       % of                % of                 % of                 % of
                                $      Total      $        Total        $       Total       $        Total
                             ------    -----    ------    ------     -------    -----    -------     -----
<S>                          <C>        <C>     <C>        <C>       <C>         <C>     <C>          <C>
Vegetables                   $ 16.4     74.9%   $ 15.8     70.5%     $ 56.6      71.5%   $  38.2      57.9%
Fruits                          1.8      8.3       1.6      7.2        11.4      14.4       10.5      15.9
Snacks                          1.2      5.4       1.1      4.9         4.1       5.2        4.7       7.1
Canned Meals                    1.6      7.3       2.4     10.7         6.1       7.6        5.5       8.3
Other                           0.9      4.1       1.3      5.8         2.4       3.0        2.4       3.7
                             -------   -----    ------   ------      ------     -----    -------     -----
     Continuing segments       21.9    100.0      22.2     99.1        80.6     101.7       61.3      92.9
Businesses sold2                0.0      0.0       0.2      0.9        (1.4)     (1.7)       4.7       7.1
                             ------    -----    ------    ------     ------     -----    -------     -----
     Total                   $ 21.9    100.0%   $ 22.4    100.0%     $ 79.2     100.0%   $  66.0     100.0%
                             =======   =====    ======    ======     ======     =====    =======     =====

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

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

       CHANGES FROM THIRD QUARTER FISCAL 2000 TO THIRD QUARTER FISCAL 1999

The net income for the third quarter of fiscal 2000 of $0.6 million represents a
$0.7 million  increase as compared to the third  quarter of fiscal 1999 net loss
of $0.1 million. Comparing net income/loss is, however, difficult because of the
impact of non-recurring events such as restructuring  charges and gains on sales
of assets. Accordingly, management believes, to summarize results, an evaluation
of EBITDA from continuing segments, as presented on page 11, is more appropriate
as it allows the operations of the business to be reviewed in a more  comparable
manner.

EBITDA from continuing segments increased $1.9 million, or 6.4 percent, to $31.5
million in the third  quarter of the current  fiscal year from $29.6  million in
the third quarter of the prior fiscal year.

The  vegetable  product line accounts for $2.6 million of the increase in EBITDA
from continuing segments and is primarily attributable to changes in product mix
with a greater  percentage of sales coming from the Company's  branded products.
The Company's  branded products yield a higher margin than its private label and
food service  categories.  In  addition,  during  fiscal  2000,  the Company has
benefited  from a reduction  in product  costs  resulting  from the  synergistic
savings  achieved from the DFVC  Acquisition.  The  vegetable  product line has,
however,  been  negatively  impacted  by market  conditions  within  the  frozen
vegetable segment as a result of lower consumer demand. The decrease in consumer
demand has impacted  both the Company's  brand and private label product  lines,
however,  the impact has been felt to a greater  extent within the private label
category.  According to industry  data, for the last 52-week  period,  there has
been an overall  decrease in the frozen vegetable  category of 5.9 percent.  For
the same 52-week  period,  the decrease in the frozen  vegetable  private  label
category was 7.1 percent.  In addition,  the third quarter fiscal 2000 net sales
were  negatively  impacted by the timing of spring  holidays and the  associated
retail  customer  promotional  events.  In calendar 1999 the Easter and Passover
holidays occurred in March, while in calendar 2000 these holidays occur in April
and therefore the Company's fourth quarter.

The  Company's  fruit  product  line  showed an  increase  of $0.1  million  due
primarily to the timing of various promotional programs.

The snack product line EBITDA  increased  $0.4 million due to changes in product
mix. Snack net sales for the quarter consisted of a greater percentage of potato
chip sales which carry a higher margin than the Company's popcorn product line.

Canned meals decreased $0.8 million  primarily due to a decline in private label
chili  net sales  during  the  quarter.  Management  believes  this  decline  is
associated  with greater  sales in the second  quarter tied to various  calendar
year-end programs.

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


<PAGE>


Net Sales:  Total net sales for the third quarter  decreased  $73.2 million,  or
20.8 percent,  to $279.0 million in the third quarter of fiscal 2000 from $352.2
million in the third  quarter of fiscal 1999.  Excluding  businesses  sold,  net
sales  decreased  by $51.2  million to $279.0  million  in the third  quarter of
fiscal 2000 from $330.2 million in the third quarter of fiscal 1999.

The  vegetable  product line  accounts for $30.1 million of the decrease and, as
described  above, is primarily  attributable  to a decline  resulting from lower
consumer demand and the timing of spring holidays. While management believes the
net sales  associated  with the spring holidays will be reflected in the results
of the fourth  quarter,  it does not  anticipate an  improvement  in the current
market conditions in the immediate future.  Management is therefore focusing its
efforts on cost savings  initiatives,  the establishment of strategic alliances,
and other innovative market strategies to improve performance.

Net sales for the fruit product line decreased $2.2 million in the third quarter
of fiscal  2000 to $19.8  million  from $22.0  million  in the third  quarter of
fiscal  1999.  This  decrease  is also  attributable  to the  timing  of  spring
holidays.

Net sales for the snack product line decreased $2.4 million in the third quarter
of fiscal  2000 to $20.8  million  from $23.2  million  in the third  quarter of
fiscal 1999.  While  improvements  were highlighted in the potato chip category,
these amounts were offset by declines in the popcorn category.

Canned meals  decreased  $3.7  million  primarily  attributable  to a decline in
private label chili.  This product line had showed  improved sales in the second
quarter associated with various year 2000 programs.

The other  category,  while it primarily  consists of  dressings,  also includes
sales from the production of canned  products  primarily for use by the military
and other governmental operations. The other category decreased $12.8 million in
the third  quarter of fiscal  2000 due  primarily  to a reduction  in  contracts
received from the government.

Operating Income: Excluding the impact of businesses sold and the gains on sales
of assets, operating income decreased from $22.2 million in the third quarter of
fiscal  1999 to  $21.9  million  in the  third  quarter  of  fiscal  2000.  This
represents a decline of $0.3 million or 1.4 percent.  Significant  variances are
highlighted  above in the discussion of EBITDA for  continuing  segments and net
sales.

Selling,  Administrative,  and General Expenses:  Selling,  administrative,  and
general expenses have decreased $21.6 million as compared with the third quarter
of the  prior  fiscal  year.  The  declines  in  this  category  were  primarily
attributable  to  reductions  in  brokerage  of $1.2  million and  decreases  in
promotional  spending of $19.2 million,  both associated with the decline in net
sales.  In addition,  the Company  experienced  benefits  from the  reduction in
selling  expenses  of  $2.1  million  due  to  personnel  reductions  and  other
consolidation efforts completed as a result of the DFVC Acquisition.

Gains on Sales of Assets: In conjunction with the DFVC Acquisition,  the Company
sold its aseptic business to Dean Foods. The final purchase price of $80 million
was determined in the third quarter of fiscal 1999 based upon a final  appraisal
performed by an independent  appraiser.  The gain on the sale was  appropriately
adjusted to reflect the final  purchase price during the third quarter of fiscal
1999.

On January 29, 1999, the Company sold the Adams brand peanut butter operation to
the J.M. Smucker Company.  The Company received proceeds of approximately  $13.5
million which were applied to the New Credit  Facility.  A gain of approximately
$3.5 million was  recognized on this  transaction in the third quarter of fiscal
1999.

Restructuring: Implementation of a corporate-wide restructuring program resulted
in a charge of $5.0 million in the third  quarter of fiscal 1999.  See NOTE 5 to
the "Notes to Consolidated Financial Statements."

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

Interest  Expense:  Interest expense  increased $0.5 million to $19.9 million in
the third  quarter  of fiscal  2000 from $19.4  million in the third  quarter of
fiscal 1999. This increase is primarily  associated with an overall  increase in
prevailing interest rates.

Pro-Fac  Share  of  (Income)/Loss   Before  Extraordinary  Item:  The  Company's
contractual  relationship  with Pro-Fac is defined in the Pro-Fac  Marketing and
Facilitation  Agreement (the "Agreement").  Under the Agreement,  in any year in
which the Company  has  earnings on  products  which were  processed  from crops
supplied  by Pro-Fac  ("Pro-Fac  Products"),  the Company  pays to  Pro-Fac,  as
additional  patronage income,  90 percent of such earnings,  but in no case more
than 50 percent of all pretax earnings of the Company.


<PAGE>


In years in which the  Company  has  losses on  Pro-Fac  Products,  the  Company
reduces the  commercial  market  value it would  otherwise  pay to Pro-Fac by 90
percent  of such  losses,  but in no case by more than 50  percent of all pretax
losses of the  Company.  Earnings  and losses are  determined  at the end of the
fiscal year, but are accrued on an estimated basis during the year.

In fiscal  2000,  it is  currently  estimated  that 90  percent of  earnings  on
patronage products will exceed 50 percent of all pretax earnings of the Company;
accordingly,  the Pro-Fac share of income has been recognized at a maximum of 50
percent of pretax earnings of the Company.

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

Tax Provision: The provision for taxes decreased $0.5 million to $0.4 million in
the third  quarter  of fiscal  2000 from $0.9  million  in the third  quarter of
fiscal  1999.  The variance is  primarily  attributable  to changes in estimates
recognized in the third quarter of fiscal 1999. Agrilink's effective tax rate is
negatively impacted by the non-deductibility of certain amounts of goodwill.

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

The net  income  for the  first  nine  months  of  fiscal  2000 of $6.5  million
represents  a $17.0  million  decrease  as  compared to the first nine months of
fiscal  1999 net income of $23.5  million.  Comparing  net  income is,  however,
difficult  because  the  results  of the first nine  months of fiscal  1999 were
significantly  impacted by gains on the sales of assets, a restructuring charge,
an  extraordinary  item  relating  to the early  extinguishment  of debt and the
amortization  of debt  issue  costs  associated  with  the  Subordinated  Bridge
Facility.  In  addition,  fiscal 2000  results  reflect  nine months of interest
expense  in the  current  year  versus  six  months  in the  prior  year for the
additional  debt  associated  with the  acquisition  of DFVC which  occurred  on
September  24,  1998  and  gains on sales  of  assets.  Accordingly,  management
believes,  to  summarize  results,  an  evaluation  of  EBITDA  from  continuing
segments,  as  presented  on page  11,  is more  appropriate  as it  allows  the
operations of the business to be reviewed in a more comparable manner.

EBITDA from continuing  segments  increased $23.4 million,  or 27.5 percent,  to
$108.6  million in the first nine months of the  current  fiscal year from $85.2
million in the first nine months of the prior fiscal year.

The vegetable  product line accounts for $22.3 million of the increase in EBITDA
from  continuing  segments in the current  year and is  attributable  to several
factors  including:  (1) the date of the DFVC  Acquisition;  (2) current  market
conditions;  (3) the timing of spring holidays; and (4) the reduction in product
costs  resulting  from  the   synergistics   savings   achieved  from  the  DFVC
Acquisition.  As a result  of the date of the DFVC  Acquisition,  the  operating
results for the  acquisition  have been  included for nine months in fiscal 2000
and for six  months in fiscal  1999.  Also,  as  outlined  earlier,  the  frozen
vegetable category has been negatively impacted by market conditions within this
segment as a result of lower consumer  demand.  The decrease in consumer  demand
has impacted both the Company's brand and private label product lines,  however,
the impact has been felt to a greater extent within the private label  category.
In addition, the third quarter fiscal 2000 net sales were negatively impacted by
the timing of spring holidays. In calendar 1999 the Easter and Passover holidays
occurred in March,  while in  calendar  2000 these  holidays  occur in April and
therefore  the  Company's  fourth  quarter.   As  an  offset  to  the  variances
experienced in net sales,  the Company has benefited from a reduction in product
cost  during  fiscal  2000.  The  benefits  are  primarily  associated  with the
synergistic  savings  achieved  from the  DFVC  Acquisition.  Specifically,  the
Company has benefited from the insourcing of product  previously  purchased from
outside suppliers, staffing reductions, and shipping consolidations.

The Company's  fruit product line showed an  improvement  of $0.6 million due to
the  inclusion  in the  first  nine  months of fiscal  1999 of $0.9  million  of
expenses  associated with a new product  launch.  No such costs were incurred in
fiscal 2000. In addition, the fruit product line has been impacted by the timing
of  various  promotional  programs  and the  difference  in the timing of spring
holidays between the two years.

Overall,  EBITDA for the snack  product line has remained  consistent  with that
reported for the first nine months of fiscal 1999.

Canned meals  increased  $0.4 million  primarily due to production  efficiencies
within the chili category.

EBITDA for the other product line has remained consistent with the prior year.


<PAGE>


Net Sales:  Total net sales  increased $1.2 million,  or 0.1 percent,  to $912.7
million in the first nine months of fiscal 2000 from $911.5 million in the first
nine months of fiscal 1999.  Excluding  businesses  sold, net sales increased by
$48.1  million to $882.7  million in the first nine  months of fiscal  2000 from
$834.6 million in the first nine months of fiscal 1999.

The  vegetable  product line  accounts for $66.1  million of the  increase.  The
inclusion of the Birds Eye, Freshlike, and Veg-All brands for nine months during
fiscal 2000 versus six months of results in fiscal 1999 resulted in  incremental
sales of approximately $86.2 million. Excluding this impact, vegetable net sales
have declined $20.1 million and, as highlighted above, this decline is primarily
attributable  to lower consumer demand  experienced  throughout the year and the
timing of spring holidays.

Net sales for the fruit  product line  decreased  $1.7 million in the first nine
months of fiscal  2000 to $88.7  million  from  $90.4  million in the first nine
months of fiscal 1999. This decline was primarily  experienced  during the third
quarter  and, as  described  above,  is also  associated  with the timing of the
spring holidays.

Net sales for the snack  product line  decreased  $3.4 million in the first nine
months of fiscal  2000 to $64.2  million  from  $67.6  million in the first nine
months of fiscal  1999.  Sales  declines  within the  popcorn  category  of $4.3
million were  attributable to competitive  pressures.  The potato chip and other
snack categories showed increases of $.9 million due to improvements in volume.

Canned meals decreased $1.4 million  primarily  attributable to a modest decline
in volume predominantly within the private label category.

The other  category,  while it primarily  consists of  dressings,  also includes
sales from the  production  of canned  meat  products  primarily  for use by the
military and other  government  operations.  The other category  decreased $11.5
million  in the first nine  months of fiscal  2000 to $41.0  million  from $52.5
million in the first nine months of fiscal 1999. The majority of this decline is
associated with the decline in government demand.

Operating Income: Excluding the impact of businesses sold and the gains on sales
of assets,  operating  income  increased  from  $61.3  million in the first nine
months of fiscal 1999 to $80.6  million in the first nine months of fiscal 2000.
This represents an improvement of $19.3 million or 31.5 percent.  As highlighted
in  the  discussion  of  EBITDA  from  continuing  segments,   the  increase  is
attributable  to:  (1) the  date of the DFVC  Acquisition;  (2)  current  market
conditions;  (3) the  timing  of  spring  holidays;  and (4) the  reductions  in
production  costs achieved as a result of synergistic  savings achieved from the
DFVC Acquisition.

Selling,  Administrative,  and General Expenses:  Selling,  administrative,  and
general  expenses  have  increased  $.9 million as compared  with the first nine
months of the prior fiscal year.  The change is  primarily  attributable  to the
inclusion of the DFVC operation for nine months in fiscal 2000 versus six months
in fiscal 1999 offset by the decline in brokerage ($1.2 million) and promotional
spending  ($19.2  million)  associated  with the third quarter  reduction in net
sales.  In addition,  the Company has  experienced  benefits from a reduction in
selling expenses due to restructuring and consolidation efforts.

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

On January 29, 1999, the Company sold the Adams brand peanut butter operation to
the J.M. Smucker Company.  The Company received proceeds of approximately  $13.5
million which were applied to the New Credit  Facility.  A gain of approximately
$3.5 million was  recognized on this  transaction in the third quarter of fiscal
1999.

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

Restructuring: Implementation of a corporate-wide restructuring program resulted
in a charge of $5.0 million in the third  quarter of fiscal 1999.  See NOTE 5 to
the "Notes to Consolidated Financial Statements."

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

Interest  Expense:  Interest expense increased $12.6 million to $58.9 million in
the first nine months of fiscal 2000 from $46.3 million in the first nine months
of fiscal 1999.  This increase is associated  with  additional  debt utilized to
finance the DFVC  Acquisition  and higher levels of seasonal  borrowings to fund
additional  working  capital  requirements  associated  with the increase in the
Company's size. In addition,  an increase in interest expense is associated with
an overall increase in interest rates  experienced  throughout  fiscal 2000 as a
result of prevailing market conditions.

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

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

In fiscal  2000,  it is  currently  estimated  that 90  percent of  earnings  on
patronage products will exceed 50 percent of all pretax earnings of the Company.
Accordingly,  the Pro-Fac share of income has been recognized at a maximum of 50
percent of pretax earnings of the Company.

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

Tax Provision:  The provision for taxes  decreased $21.8 million to $4.8 million
in the first nine  months of fiscal  2000 from  $26.6  million in the first nine
months of fiscal 1999. Of this decrease,  $25.2 million is  attributable  to the
provision  associated  with  the  fiscal  1999  gain  on  sale  of  the  aseptic
operations.  The amount was offset by a $2.1 million benefit associated with the
amortization  of debt  issue  costs  associated  with the Bridge  Facility.  The
remaining  variance  was  impacted by the  improvement  in earnings  before tax.
Agrilink's effective tax rate is negatively impacted by the non-deductibility of
certain amounts of goodwill.

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

                         LIQUIDITY AND CAPITAL RESOURCES

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

Net cash used in operating activities increased $7.2 million over the first nine
months of the  prior  fiscal  year.  This  increase  primarily  results  from an
increase in  inventories  due to the decline in net sales  resulting  from lower
consumer  demand.  This variance is offset by variances  within accounts payable
and other accruals due to the timing of liquidation of outstanding balances.

Net cash used in  investing  activities  in the first nine months of fiscal 1999
was impacted by the DFVC  Acquisition  and the  difference  in asset sales.  The
purchase  of  property,  plant and  equipment  increased  $7.3  million to $20.7
million  for the first nine  months of fiscal  2000 from $13.4  million  for the
first nine months of fiscal 1999. The increase was primarily utilized to support
additional   operating   facilities   acquired  in  conjunction  with  the  DFVC
Acquisition and was for general operating purposes.

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

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

As of March 25, 2000, (i) cash borrowings outstanding under the Revolving Credit
Facility were $79.6 million,  (ii) there were $14.5 million in letters of credit
outstanding,  and  (iii)  additional  availability  under the  Revolving  Credit
Facility, after taking into account


<PAGE>


the amount of borrowings and letters of credit outstanding,  was $105.9 million.
The Company  believes that the cash flow generated by operations and the amounts
available under the Revolving Credit Facility provide adequate liquidity to fund
working capital needs and capital expenditures.

Certain  financing  arrangements  require that Pro-Fac and Agrilink meet certain
financial tests and ratios and comply with certain restrictions and limitations.
As of March 25, 2000,  Pro-Fac and the Company are in  compliance  with all such
covenants, restrictions, and limitations.

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

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

                                              March 25, 2000

Interest Rate Swap:
Variable to Fixed - notional amount            $250,000,000
   Average pay rate                            4.96 - 5.32%
   Average receive rate                            6.00%
   Maturities through                              2001

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

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

OTHER MATTERS

Restructuring:  During the third quarter of fiscal 1999, the Company completed a
corporate-wide restructuring program. The overall objectives of the plan were to
reduce expenses,  improve  productivity,  and streamline  operations.  The total
restructuring  charge  amounted to $5.0 million and was  primarily  comprised of
employee termination benefits (which are estimated to improve annual earnings by
approximately  $8.0  million).  Efforts  have  focused on the  consolidation  of
operating  functions and the  elimination of  approximately  five percent of the
work force.  Reductions  in personnel  include  operational  and  administrative
positions.  Of this charge,  $2.6 million has been  liquidated to date,  and the
remaining  termination benefits are anticipated to be liquidated within the next
12 months.

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

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

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

All material costs  associated with the Company's Year 2000  compliance  project
were covered under its service  agreement  with Systems and Computer  Technology
Corporation  ("SCT").  The Company's  ten-year  agreement  with SCT is currently
valued at $50


<PAGE>


million and is for SCT's OnSite outsourcing services,  which includes assistance
in solving the Year 2000 issue. These amounts have been funded through operating
cash flows.

               CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

From time to time,  the  Company  makes  oral and  written  statements  that may
constitute  "forward-looking  statements"  as defined in the Private  Securities
Litigation  Reform Act of 1995 (the  "Act") or by the  Securities  and  Exchange
Commission ("SEC") in its rules, regulations,  and releases. The Company desires
to take advantage of the "safe harbor" provisions in the Act for forward-looking
statements  made  from  time  to  time,  including,  but  not  limited  to,  the
forward-looking   information  contained  in  the  Management's  Discussion  and
Analysis  (pages  10 to 17) and other  statements  made in this Form 10-Q and in
other filings with the SEC.

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

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

|X|  the impact of changes in consumer demand;

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

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

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

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

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

                            MARKET AND INDUSTRY DATA

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

                           PART II. OTHER INFORMATION

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

An Agrilink Foods' and Pro-Fac board of directors  meeting was held on March 30,
2000. At that meeting,  Pro-Fac, the sole shareholder of Agrilink Foods, elected
the following  individuals who will serve as directors of Agrilink Foods:  Bruce
R. Fox, Cornelius D. Harrington,  Steven D. Koinzan, Dennis M. Mullen, Walter F.
Payne,  Paul E. Roe, and Frank M. Stotz.  Such individuals to serve as directors
until  Agrilink's  next annual  meeting and until his or her  successor  is duly
elected and qualified.



<PAGE>


ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

Exhibit Number                      Description

     27      Financial Data Schedule

     99.1    Pro-Fac Cooperative, Inc. Financial Statements for the Quarterly
             Period Ended March 25, 2000.

     (b) Reports on Form 8-K:

         No reports on Form 8-K were filed in the third quarter of fiscal 2000.


<PAGE>




                                   SIGNATURES

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

                                              AGRILINK FOODS, INC.

Date:     May 8, 2000             By:    /s/   Earl L. Powers
     --------------------                ---------------------------------
                                               EARL L. POWERS
                                      EXECUTIVE VICE PRESIDENT FINANCE AND
                                            CHIEF FINANCIAL OFFICER
                                         (Principal Financial Officer
                                       and Principal Accounting Officer)