13

                               Page 1 of 13 Pages



                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    Form 10-Q


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

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

                For the quarterly period ended December 28, 1996

                                       OR

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

                        For the transition period from to

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


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


          New York                                       16-0855824
(State or other jurisdiction of                         (IRS Employer
incorporation or organization                        Identification Number)

    90 Linden Place, PO Box 681, Rochester, NY           14603
     (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 January 15, 1997.

                              Common Stock: 10,000





<PAGE>


                          PART I. FINANCIAL INFORMATION

ITEM I.  FINANCIAL STATEMENTS

Curtice-Burns Foods, Inc.
Consolidated Statement of Operations

<TABLE>
(Dollars in Thousands)
<CAPTION>

                                                                Three Months Ended                     Six Months Ended
                                                           December 28,     December 23,      December 28,          December 23,
                                                               1996             1995              1996                  1995
                                                           ------------     -----------       -----------           ------------

<S>                                                           <C>              <C>                 <C>                 <C>     
Net sales                                                     $208,186         $208,186            $382,186            $373,364
Cost of sales                                                  148,630          156,495             280,939             279,141
                                                              --------         --------            --------            --------
Gross profit                                                    59,556           51,691             101,247              94,223
Gain from the sale of Finger Lakes Packaging                     3,565                0               3,565                   0
Selling, administrative, and general expenses                  (41,934)         (46,316)            (74,850)            (83,041)
                                                              --------         --------            --------            --------
Operating income before dividing with Pro-Fac                   21,187            5,375              29,962              11,182
Interest expense                                                (9,385)         (10,959)            (18,760)            (21,005)
                                                             ---------         --------            --------            --------
Pretax income/(loss) before dividing with Pro-Fac and
   before cumulative effect of an accounting change             11,802           (5,584)             11,202              (9,823)
Pro-Fac share of (income)/loss before cumulative effect of
   an accounting change                                         (5,429)           2,792              (5,153)              4,912
                                                             ---------         --------            --------            --------
Income/(loss) before taxes and cumulative effect of an
   accounting change                                             6,373           (2,792)              6,049              (4,911)
Tax (provision)/benefit                                         (2,669)             915              (2,742)              1,200
                                                             ---------         --------            --------            --------
Income/(loss) before cumulative effect of an accounting
   change                                                        3,704           (1,877)              3,307              (3,711)
Cumulative effect of an accounting change before
   dividing with Pro-Fac                                             0                0               4,516                   0
Pro-Fac share of accounting change                                   0                0              (2,630)                  0
                                                            ----------         --------            --------            --------
Net income/(loss)                                           $    3,704         $ (1,877)           $  5,193            $ (3,711)
                                                            ==========         ========            ========            =========

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


<PAGE>


<TABLE>
Curtice-Burns Foods, Inc.
Consolidated Balance Sheet


(Dollars in Thousands)
<CAPTION>
                                                                                       December 28,     June 29,      December 23,
                                                                                           1996           1996            1995
                                                                                       ------------     --------      ------------
<S>                                            <C>           <C>          <C>            <C>            <C>             <C>    
Assets
Current assets:
   Cash and cash equivalents                                                             $  7,653       $  8,873        $  6,228
   Accounts receivable trade, net                                                          57,633         47,259          62,094
   Accounts receivable, other                                                               6,942          8,959           9,853
   Income taxes refundable                                                                      0              0           1,877
   Current deferred tax asset                                                               7,988         11,724           3,954
   Inventories -
     Finished goods                                                                       142,545         97,018         165,009
     Raw materials and supplies                                                            35,128         33,556          46,581
                                                                                         --------       --------        --------
       Total inventories                                                                  177,673        130,574         211,590
                                                                                         --------       --------        --------
   Receivable from Pro-Fac                                                                      0              0           8,490
   Prepaid manufacturing expense                                                                0         11,339               0
   Prepaid expenses and other current assets                                                9,243          1,066           4,049
                                                                                         --------       --------        --------
       Total current assets                                                               267,132        219,794         308,135
Investment in Bank                                                                         24,439         24,439          22,907
Property, plant, and equipment, net                                                       250,002        268,389         273,827
Assets held for sale                                                                          903          5,368           5,935
Goodwill and other intangibles, net                                                        99,842        103,760          83,706
Other assets                                                                               11,303         12,500          12,770
                                                                                         --------       --------        --------
       Total assets                                                                      $653,621       $634,250        $707,280
                                                                                         ========       ========        ========
Liabilities and Shareholder's Equity Current liabilities:
   Notes payable                                                                        $  24,000  $           0        $ 70,000
   Current portion of obligations under capital leases                                        547            547             764
   Current portion of long-term debt                                                        8,075          8,075           8,056
   Accounts payable                                                                        44,373         54,661          49,218
   Income taxes payable                                                                     6,359          3,836               0
   Due to Pro-Fac                                                                          12,323          2,215               0
   Accrued interest                                                                         9,444          9,447           9,486
   Accrued employee compensation                                                            8,551          8,368           7,945
   Accrued manufacturing expense                                                            2,771              0           2,269
   Other accrued expenses                                                                  30,234         24,770          27,514
                                                                                         --------     ----------        --------
       Total current liabilities                                                          146,677        111,919         175,252
Long-term debt                                                                            133,342        149,683         181,420
Senior subordinated notes                                                                 160,000        160,000         160,000
Obligations under capital leases                                                            1,125          1,125           1,620
Deferred income tax liabilities                                                            47,356         51,572          33,710
Other non-current liabilities                                                              20,698         20,746          17,906
                                                                                         --------     ----------        --------
       Total liabilities                                                                  509,198        495,045         569,908
                                                                                         --------      ---------        --------
Commitments and Contingencies
Shareholder's Equity:
   Common stock, par value $.01; 10,000 shares
     outstanding, owned by Pro-Fac                                                              0              0               0

                                             December 28,     June 29,  December 23,
                                                 1996           1996        1995
                                             -----------     ---------  -----------
   Additional paid-in capital:
     Shareholder paid-in capital               $151,108      $151,083     $151,083
     Less capital contribution receivable             0             0      (10,000)
                                               --------      --------     --------

                                               $151,108      $151,083     $141,083        151,108        151,083         141,083
                                               ========       =======      =======
   Accumulated deficit                                                                     (6,685)       (11,878)         (3,711)
                                                                                         --------       --------        --------
       Total shareholder's equity                                                         144,423        139,205         137,372
                                                                                         --------       --------        --------
       Total liabilities and shareholder's equity                                        $653,621       $634,250        $707,280
                                                                                         ========       ========        ========

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


<PAGE>


Curtice-Burns Foods, Inc.
Consolidated Statement of Cash Flows
<TABLE>    
                                                                                                       Six   Months Ended
(Dollars in Thousands)                                                                           December 28,      December 23,
                                                                                                    1996               1995
<CAPTION>
<S>                                                                                               <C>               <C>      
Cash Flows From Operating Activities:
   Net income/(loss)                                                                              $  5,193          $ (3,711)
   Adjustments to reconcile net income/(loss) to net cash provided by operating activities -
     Amortization of goodwill, other intangibles, and financing fees                                 2,451             2,053
     Depreciation                                                                                   11,897            12,772
     Cumulative effect of an accounting change                                                      (1,886)                0
     Gain on sale of Finger Lakes Packaging                                                         (3,565)                0
     Change in assets and liabilities:
       Accounts receivable                                                                         (14,512)           (3,878)
       Inventories                                                                                 (51,790)          (47,158)
       Income taxes payable/refundable                                                               2,709              (834)
       Accounts payable and accrued expenses                                                        10,463              (351)
       Payable to/receivable from Pro-Fac                                                            7,478            (7,951)
       Other assets and liabilities                                                                 (2,130)           (2,999)
                                                                                                  --------          ---------
Net cash used in operating activities                                                              (33,692)          (52,057)
                                                                                                  --------          --------

Cash Flows From Investing Activities:
   Purchase of property, plant, and equipment                                                       (9,651)           (8,751)
   Proceeds from disposals                                                                          34,439             4,019
   Cash paid for acquisition                                                                             0            (5,400)
                                                                                                  --------          --------
Net cash provided by/(used in) investing activities                                                 24,788           (10,132)
                                                                                                  --------          --------

Cash Flows From Financing Activities:
   Proceeds from issuance of short-term debt                                                        24,000            70,000
   Proceeds from issuance of long-term debt                                                         18,000             5,400
   Capital contribution by Pro-Fac                                                                      25                 0
   Payments on long-term debt                                                                      (34,341)          (11,141)
                                                                                                  --------          --------
Net cash provided by financing activities                                                            7,684            64,259
                                                                                                  --------          --------
Net change in cash and cash equivalents                                                             (1,220)            2,070
Cash and cash equivalents at beginning of period                                                     8,873             4,158
                                                                                                  --------          --------
Cash and cash equivalents at end of period                                                        $  7,653          $  6,228
                                                                                                  ========          ========
Fiscal 1996 amounts above exclude the effects of the acquisition of Packer Foods as detailed in
   the Supplemental Disclosure of Cash Flow Information

Supplemental Disclosure of Cash Flow Information:
   Cash paid/(received) during the period for -
     Interest (net of amount capitalized)                                                         $ 18,617          $ 25,415
                                                                                                  ========          ========
     Income taxes, net                                                                            $     32          $   (366)
                                                                                                  ========          ========

   Acquisition of Packer Foods in July 1995:
     Accounts receivable                                                                                            $  1,375
     Inventories                                                                                                       4,278
     Prepaid expenses and other current assets                                                                           270
     Property, plant and equipment                                                                                     5,884
     Goodwill                                                                                                            128
     Accounts payable                                                                                                 (4,954)
     Accrued expenses                                                                                                   (257)
     Deferred income tax                                                                                                (226)
     Other non-current liabilities                                                                                    (1,098)
                                                                                                                    --------
     Cash paid for acquisition                                                                                      $  5,400
                                                                                                                    ========

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


<PAGE>


                            CURTICE-BURNS FOODS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.       SUMMARY OF ACCOUNTING POLICIES

The accompanying  unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting  principles and, in the opinion
of management,  include all  adjustments  (consisting  only of normal  recurring
adjustments)  necessary for a fair presentation of the results of operations for
these  periods.  Curtice-Burns  Foods,  Inc. (the  "Company") is a  wholly-owned
subsidiary of Pro-Fac Cooperative, Inc. ("Pro-Fac").  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 29,
1996.  The results of  operations  for the interim  periods are not  necessarily
indicative of the results of operations for the full year.

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

Change in Accounting  Principle:  Effective June 30, 1996, accounting procedures
were  changed  to  include  in  prepaid   expenses  and  other  current  assets,
manufacturing  spare parts previously  charged  directly to expense.  Management
believes  this change is  preferable  because it  provides a better  matching of
costs with related revenues. In addition, the Company's independent  accountants
have  agreed  that this  change  in  accounting  is  preferable.  The  Company's
Indenture,  which covers the Company's Senior  Subordinated Notes (the "Notes"),
provides  among other things that,  if holders of greater than 25 percent of the
Notes object to this change, the Company must return to its previous  accounting
practice.  The favorable cumulative effect of the change (net of Pro-Fac's share
of $2.6 million and income taxes of $1.2  million) was $1.9  million.  Pro forma
amounts for the cumulative  effect of the accounting change on prior periods are
not  determinable  due to the lack of  physical  inventory  counts  required  to
establish quantities at the respective dates.

Reclassification:  Certain  items for  fiscal  1996 have  been  reclassified  to
conform with fiscal 1997 presentation.

NOTE 2. AGREEMENTS WITH PRO-FAC

The contractual  relationship  between the two parties 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  Curtice
Burns, it may be more or less than the price Curtice Burns 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 Curtice
Burns under the  Agreement  are  determined  pursuant to its annual profit plan,
which  requires the approval of a majority of the  Disinterested  Directors.  In
addition,  in any year in which the Company has earnings on products  which were
processed from crops supplied by Pro-Fac ("Pro-Fac Products"),  the Company pays
to  Pro-Fac  up to 90  percent  of such  earnings,  but in no case  more than 50
percent of all pretax earnings (before dividing with Pro-Fac) of the Company. In
years in which the Company has losses on Pro-Fac  Products,  the Company reduces
the CMV it would  otherwise  pay to Pro-Fac by up to 90 percent of such  losses,
but in no case by more than 50  percent of all pretax  losses  (before  dividing
with Pro-Fac) of the Company. Additional patronage income is paid to Pro-Fac for
services  provided to Curtice  Burns,  including  the  provision of a long term,
stable crop supply,  favorable payment terms for crops and access to cooperative
bank  financing 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.

Some of the additional  patronage income received by Pro-Fac from the Company is
not paid in cash by Pro-Fac to its  members  but is  instead  allocated  to them
through  notices of allocation  ("Retains").  Funds  represented by Retains have
historically  been  reinvested  by Pro-Fac in the Company.  Under the  Indenture
related to the Notes, Pro-Fac is required to reinvest at least 70 percent of the
additional patronage income in Curtice Burns.

Amounts received by Pro-Fac from Curtice Burns for the six months ended December
28,  1996 and  December  23,  1995  include:  commercial  market  value of crops
delivered,  $49.6  million  and  $45.9  million,  respectively;  and  additional
proceeds from profit/(loss) sharing provisions, $7.8 million and $(4.9) million,
respectively.



<PAGE>


NOTE 3. OTHER MATTERS

Seneca to Purchase  Private  Label Canned  Vegetable  Businesses:  On January 6,
1997, the Company and Seneca Foods Corporation ("Seneca") jointly announced that
they have signed a letter of intent for Seneca to acquire  certain Curtice Burns
assets and to realign  the  sourcing of  Seneca's  New York State raw  vegetable
products.  The  transaction  calls  for  Seneca to  acquire  the  Curtice  Burns
Leicester,  New York production  facility and the LeRoy,  New York  distribution
center, as well as the Blue Boy brand.

Seneca will produce,  market and sell the Blue Boy brand canned  vegetables  and
private  label  canned  vegetables  and will also  pack  certain  products  on a
contractual  basis for  Curtice  Burns.  The  acquisition  will not  include the
Greenwood and Silver Floss labels, or Curtice Burns  sauerkraut,  beets in glass
containers,  or frozen vegetable business. Terms and conditions of the agreement
are subject to ongoing negotiations and board approval from Seneca, the Company,
and Pro-Fac.

Seneca and the Company will also forge a long-term strategic alliance to combine
their  agricultural  departments  into one organization to be managed by Curtice
Burns.  The  objective is to maximize  sourcing  efficiencies  of New York State
vegetable requirements for both companies.  This agreement will initially have a
minimum ten-year term.

The parties are working towards finalizing the agreement, subject to further due
diligence  by  both  parties,  and  expect  to  close  by the  end of  March.  A
mutually-agreed  goal for both  companies is a continuity  of  employment at the
facilities.

No significant gain or loss is anticipated as a result of this transaction.

Finger Lakes  Packaging:  On October 9, 1996, the Company  completed the sale of
Finger Lakes Packaging,  Inc.  ("Finger Lakes  Packaging"),  a subsidiary of the
Company to Silgan Containers Corporation,  an indirect,  wholly-owned subsidiary
of Silgan Holdings,  Inc., headquartered in Stamford,  Connecticut.  The Company
received proceeds of approximately $30.0 million.  The transaction also included
a  long-term  supply  agreement  between  Silgan and  Curtice  Burns.  A gain of
approximately $3.6 million was recorded. Proceeds from this sale were applied to
the outstanding loans at CoBank, ACB ("the Bank").

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

The purpose of this  discussion is to outline the most  significant  reasons for
changes in net sales,  expenses and earnings for the three and six month periods
of fiscal 1997 compared to the comparable prior year periods.

The following tables  illustrate the Company's results of operations by business
for the three- and six-month  periods  ended  December 28, 1996 and December 23,
1995,  and the  Company's  total  assets by business as of December 28, 1996 and
December 23, 1995.

<TABLE>
Net Sales

(Dollars in Millions)
<CAPTION>

                                                    Three Months Ended                               Six  Months Ended
                                            December 28,           December 23,              December 28,           December 23,
                                                1996                   1995                      1996                   1995   
                                        -------------------      -----------------       ------------------      ------------------
                                                     % of                    % of                    % of                    % of
                                           $        Total           $        Total          $        Total          $        Total
                                        ------      -----        ------      -----       ------      -----       ------      -----  

<S>                                     <C>          <C>         <C>          <C>        <C>          <C>        <C>          <C>  
Comstock Michigan Fruit ("CMF")         $109.2       52.5%       $104.2       50.0%      $187.3       49.0%      $172.9       46.3%
Nalley Fine Foods                         45.6       21.9          46.5       22.3         89.8       23.5         92.9       24.9
Southern Frozen Foods                     25.0       12.0          26.5       12.7         47.3       12.4         49.4       13.2
Snack Foods Group                         16.3        7.8          15.0        7.2         33.5        8.8         30.4        8.1
Brooks Foods                              12.1        5.8          12.4        6.0         19.2        5.0         19.3        5.2
                                        ------      -----        ------      -----       ------      -----       ------      -----
     Subtotal ongoing operations         208.2      100.0         204.6       98.2        377.1       98.7        364.9       97.7
Finger Lakes Packaging                     0.0        0.0           3.6        1.8          5.1        1.3          8.5        2.3
                                        ------      -----        ------      -----       ------      -----       ------      -----
     Total                              $208.2      100.0%       $208.2      100.0%      $382.2      100.0%      $373.4      100.0%
                                        ======      =====        ======      =====       ======      =====       ======      =====
</TABLE>



<PAGE>


<TABLE>
Operating Income1

(Dollars in Millions)
<CAPTION>


                                                    Three Months Ended                               Six  Months Ended
                                            December 28,           December 23,              December 28,           December 23,
                                                1996                   1995                      1996                   1995   
                                        -------------------      -----------------       ------------------      ------------------
                                                     % of                    % of                    % of                    % of
                                           $        Total           $        Total          $        Total          $        Total
                                         -----      -----        ------      -----       ------      -----       ------      -----  


<S>                                      <C>         <C>        <C>          <C>          <C>         <C>         <C>        <C>  
CMF                                      $ 9.9       46.7       $ 8.2        151.9%       $13.6       45.5        $12.1      108.0
Nalley Fine Foods                          3.0       14.1        (5.7)      (105.6)         5.1       17.1         (4.7)     (42.0)
Southern Frozen Foods                      2.8       13.2         2.1         38.9          4.6       15.4          3.1       27.7
Snack Foods Group                          1.6        7.5         0.9         16.7          3.1       10.4          1.9       17.0
Brooks Foods                               2.2       10.4         1.8         33.3          2.7        9.0          2.2       19.6
Corporate overhead                        (2.4)     (11.2)       (2.0)       (37.1)        (4.1)     (13.8)        (4.0)     (35.7)
                                         -----      -----       -----        -----        -----      -----        -----      -----
     Subtotal                             17.1       80.7         5.3         98.1         25.0       83.6         10.6       94.6
Business sold and other nonrecurring2      4.1       19.3         0.1          1.9          4.9       16.4          0.6        5.4
                                         -----      -----       -----        -----        -----      -----        -----      -----
     Total                               $21.2      100.0%      $ 5.4        100.0%       $29.9      100.0%       $11.2      100.0%
                                         =====      =====       =====        =====        =====      =====        =====      =====

<FN>
1    Excludes  cumulative effect of an accounting  change. See NOTE 1 - "Summary
     of Accounting Policies - Change in Accounting Principle."

2   Includes  Finger Lakes  Packaging  earnings  and gain on sale.  See NOTE 3 -
    "Other Matters." Also includes strategic plan consulting fees, a loss on the
    disposal of property  held for sale,  and final  settlement  of an insurance
    claim.
</FN>
</TABLE>

<TABLE>
EBITDA1

(Dollars in Millions)
<CAPTION>

                                                 
                                                    Three Months Ended                               Six  Months Ended
                                            December 28,           December 23,              December 28,           December 23,
                                                1996                   1995                      1996                   1995   
                                         ------------------      -----------------       ------------------      ------------------
                                                     % of                    % of                    % of                    % of
                                           $        Total           $        Total          $        Total          $        Total
                                         -----      -----         -----      -----        -----      -----        -----      -----  

<S>                                      <C>         <C>          <C>         <C>         <C>         <C>         <C>         <C>  
CMF                                      $13.4       48.0%        $11.6       92.8%       $20.5       46.7%       $19.0       74.2%
Nalley Fine Foods                          4.5       16.1          (4.3)     (34.4)         8.1       18.4         (2.0)      (7.8)
Southern Frozen Foods                      3.8       13.6           3.4       27.2          6.8       15.5          5.7       22.3
Snack Foods Group                          2.0        7.2           1.3       10.4          4.1        9.3          2.8       10.9
Brooks Foods                               2.4        8.6           2.0       16.0          3.1        7.1          2.6       10.2
Corporate overhead                        (2.4)      (8.6)         (2.0)     (16.0)        (4.1)      (9.3)        (4.0)     (15.7)
                                         -----      -----         -----      -----        -----      -----        -----      -----
     Subtotal                             23.7       84.9          12.0       96.0         38.5       87.7         24.1       94.1
Business sold and other nonrecurring2      4.2       15.1           0.5        4.0          5.4       12.3          1.5        5.9
                                         -----      -----         -----      -----        -----      -----        -----      -----
     Total                               $27.9      100.0%        $12.5      100.0%       $43.9      100.0%       $25.6      100.0%
                                         =====      =====         =====      =====        =====      =====        =====      =====

<FN>
1   EBITDA does not represent  information prepared in accordance with generally
    accepted accounting principles,  nor is such information considered superior
    to information  presented in accordance with generally  accepted  accounting
    principles. Excludes cumulative effect of an accounting change. See NOTE 1 -
    "Summary of Accounting Policies - Change in Accounting Principle."

2   Includes  Finger Lakes  Packaging  earnings  and gain on sale.  See NOTE 3 -
    "Other Matters." Also includes strategic plan consulting fees, a loss on the
    disposal of property  held for sale,  and final  settlement  of an insurance
    claim.
</FN>
</TABLE>



<PAGE>


<TABLE>
Total Assets

(Dollars in Millions)
<CAPTION>

                                                 December 28,                     December 23,
                                                     1996                              1995
                                                            % of                              % of
                                             $              Total             $               Total
                                          ------            -----          ------             -----

<S>                                       <C>                <C>           <C>                <C>  
CMF and Brooks Foods1                     $327.1             50.1%         $345.6             48.8%
Nalley Fine Foods                          155.0             23.7           153.9             21.8
Southern Frozen Foods                       87.9             13.4           100.2             14.2
Snack Foods Group                           26.9              4.1            28.1              4.0
Corporate                                   56.7              8.7            47.9              6.8
                                          ------            -----          ------            -----
     Subtotal ongoing operations           653.6            100.0           675.7             95.6
Finger Lakes Packaging                       0.0              0.0            31.6              4.4
                                          ------            -----          ------            -----
     Total                                $653.6            100.0%         $707.3            100.0%
                                          ======            =====          ======            =====

<FN>
1 Effective October 1, 1996, CMF and Brooks operations were consolidated.
</FN>
</TABLE>

      CHANGES FROM SECOND QUARTER FISCAL 1996 TO SECOND QUARTER FISCAL 1997

Net Sales:  The total net sales in the second quarter compared to the prior year
were unchanged at $208.2  million.  The disposition of Finger Lakes Packaging on
October 9, 1996  caused a $3.6  million  decrease in sales which was offset by a
net increase in sales of the ongoing business.

Gross Profit:  Gross profit of $59.6  million in the quarter ended  December 28,
1996  increased  $7.9 million or 15.3 percent from $51.7  million in the quarter
ended December 23, 1995.  This increase is  attributable  to improvements at CMF
($3.6 million) and Nalley ($4.2 million),  reflecting  higher margins on greater
sales.

Selling,  Administrative,  and General Expenses:  Selling,  administrative,  and
general  expenses have decreased $4.0 million as compared with the prior year. A
$1.1 million  decrease in selling and advertising  expenses and trade promotions
related  primarily to decreased  spending at the Nalley division.  Reductions in
other  administrative  expenses  accounted  for $3.3 million and were  primarily
attributable  to the reduction of consulting and legal expenses  incurred in the
prior  year,  benefits  from the  restructuring  initiative,  and the  attendant
headcount reduction that began late in fiscal 1996.

Interest  Expense:  The decrease in interest  expense was a benefit of inventory
reduction and cash flow management  programs initiated in fiscal 1996 as well as
the debt reduction attributable to the sale of Finger Lakes Packaging.

Provision for Taxes:  The provision for taxes in the quarter ended  December 28,
1996 of $2.7  million  changed  $3.6 million from the benefit of $0.9 million in
the  quarter  ended  December  23, 1995  resulting  from an increase in earnings
before tax of $9.2 million.  The tax provision was also  negatively  impacted by
the non-deductibility of goodwill.

Gain on Sale of  Finger  Lakes  Packaging:  On  October  9,  1996,  the  Company
completed the sale of Finger Lakes Packaging to Silgan  Containers  Corporation,
an indirect,  wholly-owned subsidiary of Silgan Holdings, Inc., headquartered in
Stamford,  Connecticut.  The  Company  received  proceeds of  approximately  $30
million.  The transaction also included a long-term supply agreement.  A gain of
approximately $3.6 million was recognized.  Proceeds from this sale were applied
to Bank debt.

    CHANGES FROM FIRST SIX MONTHS FISCAL 1996 TO FIRST SIX MONTHS FISCAL 1997

Net Sales:  The net sales increase in the first six months compared to the prior
year of $8.8 million is primarily  attributable to increased volume and improved
pricing at both CMF and the Snack Foods Group.

The vegetable  category at CMF has experienced  improved  pricing due to several
industry factors as well as increasing sales to new customers. Net sales for the
CMF  vegetable  category  increased  $7.2  million.  Higher  product  costs have
increased pricing in the canned fruit and aseptic  categories which,  along with
incremental sales from the Packer Foods acquisition,  have resulted in net sales
increases of approximately $6.4 million.



<PAGE>


Increases   at  the  Snack   Foods   Group  are   attributable   to   successful
sales/marketing efforts and the acquisition of Matthews Candy Company during the
fourth quarter of fiscal 1996.

Gross Profit:  Gross profit of $101.2  million in the six months ended  December
28, 1996  increased  $7.0 million or 7.5 percent  from $94.2  million in the six
months ended  December  23,  1995.  This  increase is  attributable  to improved
margins in all  operations  but primarily at CMF and Nalley.  Somewhat  improved
pricing in the  vegetable  and popcorn  categories  at CMF have  helped  improve
profitability from a year ago. Nalley, which experienced extremely high start-up
costs on the new salad  dressing  line a year ago,  has  managed  through  those
issues and has significantly improved margins.

Selling,  Administrative,  and General Expenses:  Selling,  administrative,  and
general  expenses have decreased $8.2 million as compared with the prior year. A
$2.6 million  decrease in selling and advertising  expenses and trade promotions
related  primarily to decreased  spending at the Nalley division.  Reductions in
other  administrative  expenses  accounted  for $5.8 million and were  primarily
attributable  to benefits from the  restructuring  initiative that began late in
fiscal 1996 and the reduction of consulting and legal  expenses  incurred in the
prior year.

Interest  Expense:  The decrease in interest  expense was a benefit of inventory
reduction and cash flow management  programs initiated in fiscal 1996 as well as
the debt reduction attributable to the sale of Finger Lakes Packaging.

Provision for Taxes:  The  provision for taxes in the six months ended  December
28, 1996 of $2.7  million  changed $3.9 million from the benefit of $1.2 million
in the six months ended December 23, 1995 resulting from the increased  earnings
before  tax.   The  tax   provision   was  also   negatively   impacted  by  the
non-deductibility of goodwill.

Cumulative Effect of a Change in Accounting: Effective June 30, 1996, accounting
procedures were changed to include in prepaid expenses and other current assets,
manufacturing  spare parts previously  charged  directly to expense.  Management
believes  this change is  preferable  because it  provides a better  matching of
costs with related revenues. In addition, the Company's independent  accountants
have  agreed  that this  change  in  accounting  is  preferable.  The  favorable
cumulative  effect of the change  (net of  Pro-Fac's  share of $2.6  million and
income  taxes of $1.2  million)  was $1.9  million.  Pro forma  amounts  for the
cumulative effect of the accounting change on prior periods are not determinable
due to the lack of physical inventory counts required to establish quantities at
the respective dates.

Gain on Sale of  Finger  Lakes  Packaging:  On  October  9,  1996,  the  Company
completed the sale of Finger Lakes Packaging to Silgan  Containers  Corporation,
an indirect,  wholly-owned subsidiary of Silgan Holdings, Inc., headquartered in
Stamford,  Connecticut.  The  Company  received  proceeds of  approximately  $30
million.  The transaction also included a long-term supply agreement.  A gain of
approximately $3.6 million was recognized.  Proceeds from this sale were applied
to Bank debt.

                         LIQUIDITY AND CAPITAL RESOURCES

The following  discussion  highlights the major  variances in the  "Consolidated
Statement  of  Changes in Cash  Flows"  for the first six months of fiscal  1997
compared to the first six months of fiscal 1996.

Net cash used in operating activities improved in the first six months of fiscal
1997  primarily  due  to  increased  earnings,  an  inventory-reduction  program
initiated  in fiscal  1996 and the  impact  of  intercompany  transactions  with
Pro-Fac Cooperative.  Cash flow relating to accounts receivable in the first six
months of fiscal 1997 decreased from the prior year primarily due to the receipt
of insurance proceeds in the prior year period.

Net cash provided by/(used in) investing  activities varied  significantly  from
year to year,  primarily due to the sale of Finger Lakes Packaging.  Besides the
$30  million  from  the  sale  of  Finger  Lakes,   the  Company  also  received
approximately $4 million for the sale of the Clifton, New Jersey plant which had
been  idle.  Offsetting  items in the prior year  included  the  disposition  of
Nalley's Ltd. and the  acquisition of Packer.  The purchase of property,  plant,
and equipment in both years was for general operating purposes.

Net  cash  provided  by  financing  activities  decreased  from the  prior  year
primarily due to increased earnings, the inventory-reduction  program, Pro-Fac's
separate borrowing arrangement, proceeds from the sale of Finger Lakes Packaging
and the Clifton property,  and the additional debt incurred in the prior year to
finance the Packer acquisition.

Borrowings:  Under the Company's New Credit Agreement with the Bank, as amended,
Curtice Burns is able to borrow up to $76.0 million for seasonal working capital
purposes under the Seasonal  Facility,  subject to a borrowing base  limitation,
and obtain up to $13.2  million in  aggregate  face  amount of letters of credit
pursuant to a Letter of Credit  Facility.  The borrowing  base is defined as the
lesser of (i) the total line and (ii) the sum of 60 percent of eligible accounts
receivable plus 50 percent of eligible inventory.


<PAGE>


On June 28, 1996,  Pro-Fac  established a seasonal line of credit with the Bank.
In doing so, the Bank limited the Company's availability under the seasonal line
of credit to the total line less  outstanding  borrowings  on Pro-Fac's  line of
credit.  Outstanding  borrowings  under Pro-Fac's  seasonal line at December 28,
1996 amounted to $8.0 million.

As of December  28, 1996,  (i) cash  borrowings  outstanding  under the Seasonal
Facility were $24.0 million and (ii) additional  availability under the Seasonal
Facility,  after  taking  into  account  the  amount of the  borrowing  base and
Pro-Fac's outstanding borrowings, was $47.0 million. In addition to its seasonal
financing,  as of December 28, 1996, the Company had $15.1 million available for
long-term  borrowings  under the Term Loan  Facility.  Because of the additional
debt as a result of the acquisition of the Company by Pro-Fac,  the cash flow of
the Company is the single,  most important  measure of performance.  The Company
believes that the cash flow  generated by operations  and the amounts  available
under the Seasonal and Term Loan Facilities should be sufficient to fund working
capital needs, fund capital  expenditures,  and service debt for the foreseeable
future.

Certain  financing  arrangements  require  that  Pro-Fac and Curtice  Burns meet
certain  financial  tests and ratios and comply with certain other  restrictions
and limitations.  As of December 28, 1996, the Company is in compliance with, or
has obtained waivers for, all such covenants, restrictions and limitations.

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

The effect of the 1996 growing  season on fiscal 1997  financial  results so far
has been a moderate  improvement  from the prior year in earnings  on  vegetable
products.  The Company began fiscal 1997 with $29.6 million less in  inventories
than the  beginning  of fiscal  1996 and at the end of the  first six  months of
fiscal  1997  inventories  were  $33.9  million  less than the prior  year.  The
reduction in  inventories  was primarily  accomplished  as a result of decreased
production and increased  sales and was planned to correct the higher  carryover
inventory  situation  from the  previous  year as well as to manage  nonseasonal
inventories  for  shorter  lead times in order to  improve  the  utilization  of
capital.  The spring of 1996  produced  excessive  rain in some of the Company's
growing  areas and drought  conditions  in some others.  These  adverse  weather
conditions  delayed or reduced the processing of certain early 1996 crops, but a
significant  proportion  of  these  throughputs  have  been  replaced  by  later
production.

Other Matters:

Seneca to Purchase  Private  Label Canned  Vegetable  Businesses:  On January 6,
1997, the Company and Seneca jointly announced that they have signed a letter of
intent for Seneca to acquire  certain  Curtice  Burns  assets and to realign the
sourcing of Seneca's  New York State raw  vegetable  products.  The  transaction
calls for Seneca to acquire the Curtice  Burns  Leicester,  New York  production
facility and the LeRoy, New York  distribution  center,  as well as the Blue Boy
brand.

Seneca will produce,  market and sell the Blue Boy brand canned  vegetables  and
private  label  canned  vegetables  and will also  pack  certain  products  on a
contractual  basis for  Curtice  Burns.  The  acquisition  will not  include the
Greenwood and Silver Floss labels, or Curtice Burns  sauerkraut,  beets in glass
containers,  or frozen vegetable business. Terms and conditions of the agreement
are subject to ongoing negotiations and board approval from Seneca, the Company,
and Pro-Fac.

Seneca and the Company will also forge a long-term strategic alliance to combine
their  agricultural  departments  into one organization to be managed by Curtice
Burns.  The  objective is to maximize  sourcing  efficiencies  of New York State
vegetable requirements for both companies.  This agreement will initially have a
minimum ten-year term.

The parties are working towards finalizing the agreement, subject to further due
diligence  by  both  parties,  and  expect  to  close  by the  end of  March.  A
mutually-agreed  goal for both  companies is a continuity  of  employment at the
facilities.

No significant gain or loss is anticipated as a result of this transaction.

Restructuring: During the fourth quarter of fiscal 1996, the Company initiated a
corporate-wide   restructuring   program.   Approximately   $4  million  of  the
restructuring charge comprised employee termination  benefits.  During the first
six months of fiscal 1997,  approximately  $1.5 million of this reserve has been
liquidated for this purpose.



<PAGE>


Deferred  Taxes:  During the first quarter of fiscal 1996 the net deferred taxes
liabilities  of the Company  were  reduced by  approximately  $22  million.  The
adjustment was made in conjunction  with the Company  obtaining its  cooperative
tax status and was applied  against  goodwill,  as it represented an uncertainty
related to income taxes  outstanding  at the date of the  acquisition.  Based on
further guidance from outside counsel, the adjustment was reversed at the end of
fiscal 1996.



<PAGE>


ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K



     (a) Exhibits




<TABLE>
<CAPTION>
                Exhibit Number                                          Description

                <S>                                           <C>                                                          
                Exhibit 27                                    Financial Data Schedule

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


<PAGE>









                                   SIGNATURES


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



                                                 CURTICE-BURNS FOODS, INC.




                                                       
Date:      January 28, 1997        By:/s/             William D. Rice
        -----------------------       ------------------------------------------
                                                      WILLIAM D. Rice
                                           Senior Vice President and Secretary