UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    Form 10-Q



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

                For the quarterly period ended December 23, 2000

                                       OR

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

                        For the transition period from to

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


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


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

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

        Registrant's Telephone Number, Including Area Code (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 27, 2001.

                              Common Stock: 10,000



<PAGE>


                          PART I. FINANCIAL INFORMATION

  ITEM I.  FINANCIAL STATEMENTS

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

                                                                         Three Months Ended                  Six Months Ended
                                                                  ------------------------------    ------------------------------
                                                                  December 23,      December 25,    December 23,      December 25,
                                                                      2000              1999            2000              1999
                                                                  ------------      ------------    -------------     ------------
<S>                                                                <C>               <C>             <C>               <C>
  Net sales                                                        $  362,513        $  355,517      $  647,531        $  633,703
  Cost of sales                                                      (248,260)         (230,619)       (450,829)         (427,176)
                                                                   ----------        ----------      ----------        ----------
  Gross profit                                                        114,253           124,898         196,702           206,527
  Selling, administrative, and general expense                        (82,370)          (89,579)       (145,806)         (150,927)
  Income from joint venture                                               949             1,204           1,224             1,695
  Gain on sale of assets                                                    0             2,293               0             2,293
                                                                   ----------        ----------      ----------        ----------
  Operating income before dividing with Pro-Fac                        32,832            38,816          52,120            59,588
  Interest expense                                                    (20,270)          (19,703)        (39,488)          (39,026)
                                                                   ----------        ----------      ----------        ----------
  Pretax income before dividing with Pro-Fac                           12,562            19,113          12,632            20,562
  Pro-Fac share of income                                              (6,281)           (9,558)         (6,316)          (10,282)
                                                                   ----------        ----------      ----------        ----------
  Income before taxes                                                   6,281             9,555           6,316            10,280
  Tax provision                                                        (2,678)           (4,072)         (2,691)           (4,381)
                                                                   ----------        ----------      ----------        -----------
  Net income                                                            3,603             5,483           3,625             5,899
  Accumulated earnings/(loss) at beginning of period                    4,022            (2,008)          4,000            (2,424)
                                                                   ----------        ----------      ----------        ----------
  Accumulated earnings at end of period                            $    7,625        $    3,475      $    7,625        $    3,475
                                                                   ==========        ==========      ==========        ==========


  Net income                                                       $    3,603        $    5,483      $    3,625        $    5,899
  Other comprehensive income:
     Unrealized (loss)/gain on hedging activity                        (1,414)                0             890                 0
                                                                   ----------        ----------      ----------        ----------
  Comprehensive income                                             $   $2,189        $    5,483      $    4,515        $    5,899
                                                                   ==========        ==========      ==========        ==========

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


<PAGE>


<TABLE>
Agrilink Foods, Inc.
Consolidated Balance Sheets
(Dollars in Thousands)
<CAPTION>
                                                                                     December 23,       June 24,       December 25,
                                                                                        2000              2000             1999
                                                                                     -----------        ---------      ------------
                                                                                     (Unaudited)                       (Unaudited)
                                     ASSETS
<S>                                                                                   <C>               <C>             <C>
Current assets:
   Cash and cash equivalents                                                          $    5,761        $    4,994      $   10,488
   Accounts receivable trade, net                                                        120,399            95,499         114,570
   Accounts receivable, other                                                             14,165             9,855          10,227
   Income taxes refundable                                                                     0             7,331               0
   Current deferred tax asset                                                             11,552            11,552          15,565
   Inventories                                                                           360,450           295,297         370,977
   Current investment in CoBank                                                              976             2,927             801
   Prepaid manufacturing expense                                                           3,976            20,296           1,821
   Prepaid expenses and other current assets                                              19,713            18,706          19,593
                                                                                      ----------        ----------      ----------
       Total current assets                                                              536,992           466,457         544,042
Investment in CoBank                                                                      15,893            15,893          19,693
Investment in joint venture                                                                8,000             6,775           8,374
Property, plant and equipment, net                                                       309,516           317,994         323,097
Assets held for sale at net realizable value                                                 339               339             329
Goodwill and other intangible assets, net                                                253,680           258,545         259,832
Other assets                                                                              26,197            23,484          25,014
Note receivable due from Pro-Fac Cooperative, Inc.                                         9,400             9,400           9,400
                                                                                      ----------        ----------      ----------
       Total assets                                                                   $1,160,017        $1,098,887      $1,189,781
                                                                                      ==========        ==========      ==========





                      LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
   Notes payable                                                                      $  103,700        $    5,700      $   73,600
   Current portion of obligations under capital leases                                       218               218             208
   Current portion of long-term debt                                                      16,596            16,583          16,580
   Accounts payable                                                                       45,715            80,687          84,664
   Income taxes payable                                                                    3,597                 0           1,187
   Accrued interest                                                                        7,194            11,398           8,011
   Accrued employee compensation                                                           8,157            10,114          14,317
   Other accrued expenses                                                                 67,172            64,138          88,757
   Due to AgriFrozen Foods, Inc.                                                           1,012            14,384           3,874
   Due to Pro-Fac Cooperative, Inc.                                                       22,949             9,141          25,540
                                                                                      ----------        ----------      ----------
       Total current liabilities                                                         276,310           212,363         316,738
Obligations under capital leases                                                             520               520             568
Long-term debt                                                                           637,304           644,712         652,785
Deferred income tax liabilities                                                           32,262            32,262          23,174
Other non-current liabilities                                                             29,928            29,852          26,733
                                                                                      ----------        ----------      ----------
       Total liabilities                                                                 976,324           919,709       1,019,998
                                                                                      ----------        ----------      ----------
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                                                            175,703           175,703         167,071
   Accumulated earnings                                                                    7,625             4,000           3,475
   Accumulated other comprehensive income/(loss):
     Unrealized gain on hedging activity                                                     890                 0               0
     Minimum pension liability adjustment                                                   (525)             (525)           (763)
                                                                                      ----------        ----------      ----------
       Total shareholder's equity                                                        183,693           179,178         169,783
                                                                                      ----------        ----------      ----------
       Total liabilities and shareholder's equity                                     $1,160,017        $1,098,887      $1,189,781
                                                                                      ==========        ==========      ==========

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


<PAGE>


<TABLE>
Agrilink Foods, Inc.
Consolidated Statements of Cash Flows
(Dollars in Thousands)
(Unaudited)
<CAPTION>
                                                                                                            Six Months Ended
                                                                                                 ----------------------------------
                                                                                                 December 23,         December 25,
                                                                                                      2000                 1999
                                                                                                 --------------       -------------
<S>                                                                                                <C>                  <C>
Cash Flows From Operating Activities:
   Net income                                                                                      $    3,625           $    5,899
   Adjustments to reconcile net income to net cash used in operating activities -
     Gain on sale of assets                                                                                 0               (2,293)
     Depreciation                                                                                      15,244               14,798
     Amortization of goodwill and other intangible assets                                               4,964                4,332
     Interest in-kind on subordinated promissory note                                                     814                  776
     Amortization of debt issue and amendment costs
       and discount on subordinated promissory note                                                     2,404                2,123
     Equity in undistributed earnings of joint venture                                                 (1,224)              (1,695)
     Change in assets and liabilities:
       Accounts receivable                                                                            (29,210)             (37,554)
       Inventories and prepaid manufacturing expense                                                  (48,833)            (103,011)
       Income taxes refundable/(payable)                                                               10,928               10,547
       Accounts payable and other accrued expenses                                                    (38,099)              19,294
       Due to AgriFrozen Foods, Inc.                                                                  (13,372)              (2,941)
       Due to Pro-Fac Cooperative, Inc.                                                                13,808               10,473
       Other assets and liabilities, net                                                                 (712)                 132
                                                                                                   ----------           ----------
Net cash used in operating activities                                                                 (79,663)             (79,120)
                                                                                                   ----------           ----------

Cash Flows From Investing Activities:
   Purchase of property, plant and equipment                                                          (13,950)             (15,110)
   Proceeds from disposals                                                                              5,068               53,497
   Proceeds from investment in CoBank                                                                   1,951                1,602
                                                                                                   ----------           ----------
Net cash (used in)/provided by investing activities                                                    (6,931)              39,989
                                                                                                   ----------           ----------

Cash Flows From Financing Activities:
   Net proceeds from issuance of short-term debt                                                       98,000               54,700
   Payments on long-term debt                                                                          (8,932)              (8,997)
   Cash paid in conjunction with debt amendment                                                        (1,707)              (2,624)
                                                                                                   -----------          -----------
Net cash provided by financing activities                                                              87,361               43,079
                                                                                                   ----------           ----------
Net change in cash and cash equivalents                                                                   767                3,948
Cash and cash equivalents at beginning of period                                                        4,994                6,540
                                                                                                   ----------           ----------
Cash and cash equivalents at end of period                                                         $    5,761           $   10,488
                                                                                                   ==========           ==========


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


<PAGE>



                              AGRILINK FOODS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.       SUMMARY OF ACCOUNTING POLICIES

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

Basis  of  Presentation:   The  accompanying  unaudited  consolidated  financial
statements have been prepared in accordance with accounting principles generally
accepted  in the  United  States  of  America  ("GAAP")  for  interim  financial
information and with the  instructions to Form 10-Q and Article 10 of Regulation
S-X.  Accordingly,  they do not include all of the information  required by GAAP
for complete financial statement presentation. In the opinion of management, all
adjustments  (consisting only of normal recurring  adjustments)  necessary for a
fair  presentation  of the results of operations  have been included.  Operating
results  for  the  quarter  and six  months  ended  December  23,  2000  are not
necessarily  the results to be expected  for other  interim  periods or the full
year.  These  financial  statements  should  be read  in  conjunction  with  the
financial statements and accompanying notes contained in the Company's Form 10-K
for the fiscal year ended June 24, 2000.

New  Accounting  Pronouncement:  In December  1999,  the Securities and Exchange
Commission ("SEC") issued Staff Accounting Bulletin No. 101 "Revenue Recognition
in  Financial  Statements"  ("SAB No.  101").  SAB No. 101  provides  additional
guidance  on  revenue  recognition  as well as  criteria  for  when  revenue  is
generally  realized and earned. The Company plans to adopt SAB No. 101 effective
in the fourth quarter of fiscal 2001. The Company is currently  determining  the
impact of the adoption on its results of operations and financial position.

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  2000 have  been  reclassified  to
conform with the current period presentation.

NOTE 2.       ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

On June 25, 2000,  the Company  adopted  Financial  Accounting  Standards  Board
("FASB")  Statement  of  Financial   Accounting   Standards  ("SFAS")  No.  133,
"Accounting  for Derivative  Instruments and Hedging  Activities."  SFAS No. 133
requires the  recognition  of all  derivative  financial  instruments  as either
assets or liabilities in the balance sheet and measurement of those  instruments
at fair value.  Changes in the fair values of those derivatives will be reported
in earnings or other comprehensive income depending on the use of the derivative
and whether it qualifies  for hedge  accounting.  The  accounting  for gains and
losses  associated with changes in the fair value of a derivative and the effect
on the consolidated  financial  statements will depend on its hedge  designation
and whether the hedge is highly effective in achieving offsetting changes in the
fair value or cash flow of the asset or liability  hedged.  Under the provisions
of SFAS No. 133, the method that will be used for assessing the effectiveness of
a hedging  derivative,  as well as the measurement  approach for determining the
ineffective  aspects of the hedge,  must be  established at the inception of the
hedge.

The Company, as a result of its operating and financing  activities,  is exposed
to changes in foreign currency exchange rates,  certain  commodity  prices,  and
interest  rates,  which may  adversely  affect  its  results of  operations  and
financial  position.  In seeking to minimize the risks  and/or costs  associated
with such activities, the Company may enter into derivative contracts.

The adoption of SFAS No. 133 did not materially  affect the Company's results of
operations or financial position.

Foreign  Currency:  The  Company  manages  its  foreign  currency  related  risk
primarily through the use of foreign currency forward  contracts.  The contracts
held by the Company are denominated in Mexican pesos.

The  Company  has entered  into  foreign  currency  forward  contracts  that are
designated  as cash flow  hedges of  exchange  rate risk  related to  forecasted
foreign  currency-denominated  intercompany  sales.  At December 23,  2000,  the
Company had cash flow

<PAGE>


hedges for the Mexican peso with  maturity  dates  ranging from December 2000 to
April 2001.  At December 23, 2000,  the fair value of the open  contracts was an
after-tax  gain of  approximately  $0.1 million  recorded in  accumulated  other
comprehensive  income in shareholder's  equity.  Amounts deferred to accumulated
other  comprehensive  income will be reclassified into cost of goods sold within
the next 12 months. During the second quarter of fiscal 2001, approximately $0.1
million was reclassified from other comprehensive  income to cost of goods sold.
For the six months ended December 23, 2000,  approximately $0.2 million has been
reclassified  from  other  comprehensive  income  to cost of goods  sold.  Hedge
ineffectiveness was insignificant.

Subsequent to December 23, 2000, the Company  entered into  additional cash flow
hedges for 132 million Mexican pesos with maturity dates through June 2002.

Commodity  Prices:  The Company is exposed to  commodity  price risk  related to
forecasted purchases of soybean oil, an ingredient in the manufacturing of salad
dressings and mayonnaise.  To mitigate this risk, the Company designates soybean
oil  forward  contracts  as cash  flow  hedges  of its  forecasted  soybean  oil
purchases.   The  Company   maintained   soybean  oil   contracts   that  hedged
approximately 70 percent of its planned soybean oil  requirements  during fiscal
2001.  These  contracts were either sold or expired during the second quarter of
fiscal 2001 and an immaterial loss on these transactions was recorded in cost of
goods sold.

The  Company is also  exposed to  commodity  price  risk  related to  forecasted
purchases of flour in its  manufacturing  process.  To mitigate  this risk,  the
Company designates a swap agreement as a cash flow hedge of its forecasted flour
purchases.  At  December  23,  2000,  the  Company  had  an  open  swap  hedging
approximately 59 percent of its planned flour  requirements  during fiscal 2001.
The  termination  date for the  agreement is March 2001.  The fair value of this
agreement  was  immaterial at December 23, 2000.  During the second  quarter and
first  six  months of fiscal  2001,  an  immaterial  loss on this  contract  was
recorded in cost of goods sold.

The  Company is also  exposed to  commodity  price  risk  related to  forecasted
purchases of corrugated (unbleached kraftliner) in its manufacturing process. To
mitigate this risk, the Company designates a swap agreement as a cash flow hedge
of its forecasted corrugated purchases. At December 23, 2000, the Company had an
open  swap  hedging   approximately   80  percent  of  its  planned   corrugated
requirements.  The fair value of this  agreement was  immaterial at December 23,
2000. The termination date for the agreement is June 2001.

Interest Rates:  The Company is exposed to interest rate risk primarily  through
its borrowing activities. The majority of the Company's long-term borrowings are
variable  rate  instruments.  The Company  entered into two  interest  rate swap
contracts  under which the Company  agrees to pay an amount equal to a specified
fixed rate of  interest  times a notional  principal  amount,  and to receive in
return an amount equal to a specified  variable rate of interest  times the same
notional  principal  amount.  The  notional  amounts  of the  contract  are  not
exchanged and no other cash payments are made.  Two interest rate swap contracts
were entered into with a major financial institution in order to minimize credit
risk.

The first  interest  rate swap  contract  requires  payment  of a fixed  rate of
interest  (4.96  percent)  and the  receiving  of a  variable  rate of  interest
(three-month  LIBOR of 6.80  percent as of December  23,  2000) on $150  million
notional  amount of  indebtedness.  The Company had a second  interest rate swap
contract to pay a fixed rate of interest  (5.32  percent) and receive a variable
rate of interest  (three-month LIBOR of 6.80 percent as of December 23, 2000) on
$100 million  notional amount of  indebtedness.  Approximately 60 percent of the
underlying debt is being hedged with these interest rate swaps.

The Company  designates  these interest rate swap contracts as cash flow hedges.
At December 23, 2000,  the fair value of the contracts was an after-tax  gain of
$0.8 million,  which is recorded in accumulated  other  comprehensive  income in
shareholder's equity.

To the  extent  that any of these  contracts  are not  considered  effective  in
offsetting the change in the value of the interest  payments  being hedged,  any
changes in fair value relating to the ineffective  portion of these contacts are
immediately  recognized  in  income.  However,  the  net  gain  or  loss  on the
ineffective  portion of these  interest  rate swap  contracts  was not  material
during  the second  quarter  and the first six  months of fiscal  2001.  Amounts
deferred  to other  comprehensive  income  will be  reclassified  into  interest
expense over the life of the swap contracts.

NOTE 3:       DISPOSITIONS

Sale of Pickle  Business:  On June 23,  2000,  Agrilink  Foods  sold its  pickle
business  based in Tacoma  Washington  to Dean  Pickle  and  Specialty  Products
Company.  This  business  included  pickle,  pepper,  and relish  products  sold
primarily  under the  Nalley  and  Farman's  brand  names.  Agrilink  Foods will
continue to contract  pack Nalley and Farman's  pickle  products for a period of
two years,  beginning  June 23, 2000, at the existing  Tacoma  processing  plant
which Agrilink Foods will operate.


<PAGE>



In a related  transaction,  on July 21, 2000,  Agrilink  sold the  machinery and
equipment  utilized in the  production of pickles and other related  products to
Dean Pickle and Specialty  Products  Company.  No  significant  gain or loss was
recognized on this  transaction.  The Company received  proceeds of $5.0 million
which were applied to bank loans ($3.2  million of which was applied to the term
loan facility and $1.8 million of which was applied to the  Company's  revolving
credit facility).

Sale of Midwest Private Label Canned  Vegetable  Business:  On November 8, 1999,
the Company completed the sale of its 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  borrowings  outstanding  under the Company's  revolving  credit
facility.  In  addition,  Seneca  Foods  issued to the  Company  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, the Company  completed the sale of its Cambria,  Wisconsin
processing  facility to Del Monte.  The sale included an agreement for Del Monte
to produce a portion of the  Company's  product  needs  during the 2000  packing
season. 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.

NOTE 4.       AGREEMENTS WITH PRO-FAC

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

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

Amounts  received  by  Pro-Fac  from  Agrilink  Foods for the six  months  ended
December  23, 2000 and  December 25, 1999  include:  commercial  market value of
crops  delivered $66.9 million and $67.2 million,  respectively;  and additional
proceeds  from  profit  sharing  provisions,  $6.3  million  and $10.3  million,
respectively.

NOTE 5.       INVENTORIES

The major classes of inventories are as follows:

(Dollars in Thousands)
                              December 23,     June 24,     December 25,
                                  2000           2000           1999
                              ------------    ----------    ------------

Finished goods                 $  331,488     $  250,112     $ 342,734
Raw materials and supplies         28,962         45,185        28,243
                               ----------     ----------     ---------
                               $  360,450     $  295,297     $ 370,977
                               ==========     ==========     =========


<PAGE>



NOTE 6.       DEBT

Summary of Long-Term Debt:
(Dollars in Thousands)

                              December 23,     June 24,     December 25,
                                  2000           2000           1999
                              -------------    ----------   ------------

Term Loan Facility             $  419,700     $  428,300     $ 437,700
Senior Subordinated Notes         200,015        200,015       200,015
Subordinated Promissory Note       27,682         26,144        24,749
Other                               6,503          6,836         6,901
                               ----------     ----------     ---------
Total Debt                        653,900        661,295       669,365
Less Current Portion              (16,596)       (16,583)      (16,580)
                               ----------     ----------     ---------
Total Long-Term Debt           $  637,304     $  644,712     $ 652,785
                               ==========     ==========     =========

Amendments  to Term Loan  Facility:  The term loan facility  contains  customary
covenants  and  restrictions  on the  Company's  ability  to engage  in  certain
activities,  including, but not limited to: (i) limitations on the incurrence of
indebtedness  and  liens,  (ii)  limitations  on  sale-leaseback   transactions,
consolidations,  mergers,  sale of  assets,  transactions  with  affiliates  and
investments  and (iii)  covenants  which  require  Pro-Fac to maintain a minimum
level of consolidated EBITDA, a minimum consolidated  interest coverage ratio, a
minimum  consolidated  fixed  charge  coverage  ratio,  a  maximum  consolidated
leverage ratio, and a minimum level of consolidated net worth.  Under the Credit
Agreement,  the assets,  liabilities,  and results of  operations  of AgriFrozen
Inc.,  also a  subsidiary  of Pro-Fac,  are not  consolidated  with  Pro-Fac for
purposes of determining debt covenant compliance.

During the first quarter of fiscal 2001, the Company  negotiated an amendment to
the covenants  outlined under the credit  facility.  In  consideration  for this
amendment, the Company incurred a fee of approximately $1.7 million. This fee is
being amortized over the life of the credit facility. Pursuant to the amendment,
the  interest  rates were  modified  and the  credit  facility  currently  bears
interest, at the Company's option, at the Administrative  Agent's alternate base
rate or the  London  Interbank  Offered  Rate  ("LIBOR")  plus,  in  each  case,
applicable  margins of: (i) in the case of alternate  base rate loans,  (x) 1.25
percent for loans under the Revolving  Credit  Facility and the Term A Facility,
(y) 3.00  percent for loans under the Term B Facility  and (z) 3.25  percent for
loans under the Term C Facility  and (ii) in the case of LIBOR  loans,  (x) 3.00
percent for loans under the Revolving  Credit  Facility and the Term A Facility,
(y) 4.00  percent for loans under the Term B Facility  and (z) 4.25  percent for
loans under the Term C Facility.  The  Administrative  Agent's  "alternate  base
rate" is defined as the greater of: (i) the prime  commercial  rate as announced
by the  Administrative  Agent or (ii) the Federal  Funds rate plus 0.50 percent.
Pro-Fac and the Company are in compliance with all covenants,  restrictions, and
requirements under the terms of the credit facility as amended.

Subordinated  Promissory  Note:  As  partial  consideration  for the Dean  Foods
Vegetable Company  acquisition,  the Company issued to Dean Foods a Subordinated
Promissory  Note for $30 million  aggregate  principal  amount due  November 22,
2008.  Interest on the  Subordinated  Promissory  Note is accrued  quarterly  in
arrears  commencing  December 31, 1998,  at a rate per annum of 5 percent  until
November 22, 2003, and at a rate of 10 percent  thereafter.  As the rates on the
Note are below market value,  the Company has imputed the  appropriate  discount
utilizing  an  effective  interest  rate of 11-7/8  percent.  Interest  accruing
through November 22, 2003 is required to be paid in kind through the issuance by
the  Company  of  additional  subordinated  promissory  notes  identical  to the
Subordinated  Promissory  Note.  Interest  accruing  after  November 22, 2003 is
payable  in  cash.  The  Subordinated  Promissory  Note  may be  prepaid  at the
Company's option without premium or penalty.

The  Subordinated  Promissory  Note  is  expressly  subordinate  to  the  Senior
Subordinated  Note and the credit facility and contains no financial  covenants.
The Subordinated Promissory Note is guaranteed by Pro-Fac.

On December 1, 2000, Dean Foods sold the  Subordinated  Promissory Note to Great
Lakes Kraut Company,  LLC, a joint venture  between  Agrilink Foods and Flanagan
Brothers, Inc. This sale did not affect the terms of the note.

NOTE 7.       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.


<PAGE>



The  vegetable  product  line  consists of canned and frozen  vegetables,  chili
beans,  and  various  other  products.  Branded  products  within the  vegetable
category include Birds Eye, Birds Eye Voila!, Veg-All, Freshlike, McKenzies, and
Brooks Chili Beans.  The fruit product line consists of canned and frozen fruits
including  fruit  fillings  and  toppings.  Branded  products  within  the fruit
category  include  Comstock and  Wilderness.  The snack product line consists of
potato chips,  popcorn and other corn-based snack items. Branded products within
the snack category  include Tim's Cascade Chips,  Snyder of Berlin,  Husman,  La
Restaurante,  Erin's, Beehive, Pops-Rite, 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.

<TABLE>
The following table illustrates the Company's operating segment information:

(Dollars in Millions)
<CAPTION>
                                                         Three Months Ended                Six Months Ended
                                                    -----------------------------     -----------------------------
                                                    December 23,     December 25,     December 23,     December 25,
                                                        2000             1999             2000              1999
                                                    ------------     ------------     ------------     ------------

<S>                                                   <C>              <C>              <C>              <C>
Net Sales:
   Vegetables                                         $  265.2         $   236.4        $  472.9         $   408.7
   Fruits                                                 45.2              45.6            70.7              68.9
   Snacks                                                 23.3              22.0            46.7              43.4
   Canned Meals                                           17.8              18.4            33.5              35.0
   Other                                                  11.0              13.2            23.7              27.9
                                                      --------         ---------        --------         ---------
     Continuing segments                                 362.5             335.6           647.5             583.9
   Businesses sold1                                        0.0              19.9             0.0              49.8
                                                      --------         ---------        --------         ---------
       Total                                          $  362.5         $   355.5        $  647.5         $   633.7
                                                      ========         =========        ========         =========

Operating income:
   Vegetables2                                        $   21.1         $    26.5        $   31.6         $    39.9
   Fruits                                                  7.2               6.3            11.0               9.6
   Snacks                                                  1.9               1.4             3.6               2.9
   Canned Meals                                            2.2               2.6             4.7               4.5
   Other                                                   0.4               0.6             1.2               1.5
                                                      --------         ---------        --------         ---------
     Continuing segments                                  32.8              37.4            52.1              58.4
   Businesses sold1                                        0.0              (0.9)            0.0              (1.1)
                                                      --------         ---------        --------         ---------
       Subtotal                                           32.8              36.5            52.1              57.3
Gain on sale of assets                                     0.0               2.3             0.0               2.3
                                                      --------         ---------        --------         ---------
Operating income before dividing with Pro-Fac             32.8              38.8            52.1              59.6
Interest expense                                         (20.2)            (19.7)          (39.5)            (39.0)
                                                      --------         ---------        --------         ---------
Pretax income before dividing with Pro-Fac            $   12.6         $    19.1        $   12.6         $    20.6
                                                      ========         =========        ========         =========

<FN>
1    Includes the private label canned  vegetable  business and pickle  business
     sold in fiscal  2000.  See NOTE 3 to the "Notes to  Consolidated  Financial
     Statements."

2    The  vegetable  product line includes  earnings  derived from the Company's
     investment  in Great Lakes Kraut  Company of $0.9  million and $1.2 million
     for the three  months  ended  December  23,  2000 and  December  25,  1999,
     respectively,  and $1.2  million and $1.7  million for the six months ended
     December 23, 2000 and December 25, 1999, respectively.
</FN>
</TABLE>



<PAGE>



NOTE 8.       SUBSIDIARY GUARANTORS

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

Full  financial  statements  of Pro-Fac are  included as an Exhibit to this Form
10-Q.  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.

<TABLE>
(Dollars in Millions)
<CAPTION>

                                              Three Months Ended                 Six Months Ended
                                         ------------------------------    -----------------------------
                                         December 23,      December 25,    December 23,      December 25,
                                             2000              1999            2000              1999
                                         ------------      ------------    ------------      ------------

<S>                                       <C>              <C>              <C>              <C>
Summarized Statement of Operations:
   Net sales                              $  22.4          $   20.9         $  41.4          $   39.2
   Gross profit                              18.5              17.4            33.3              31.8
   Income from continuing operations         19.8              17.6            35.5              31.7
   Net income                                12.9              11.4            23.1              20.6

Summarized Balance Sheet:
   Current assets                         $   3.5          $    2.9
   Noncurrent assets                        207.9             214.3
   Current liabilities                        9.3               7.7
</TABLE>

NOTE 9.       OTHER MATTERS

Potential  Purchase of Inventory:  As a result of the recent  announcement by PF
Acquisition II, Inc., which conducts  business under the name AgriFrozen  Foods,
that it is closing its frozen vegetable  business  facilities and at the request
of the lender to AgriFrozen Foods, Agrilink has submitted a proposal to purchase
the inventory of AgriFrozen  Foods.  This transaction is dependent upon a number
of conditions,  including the final approval of Pro-Fac's,  Agrilink Foods', and
AgriFrozen's  respective  lenders and the approval and  execution of  definitive
agreements.  If these and all other  conditions to closing are satisfied,  it is
expected that the acquisition of the AgriFrozen inventory will close in February
2001.

Restructuring:  During  the third  quarter of fiscal  1999,  the  Company  began
implementation of 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 and have improved annual earnings by approximately $8.0
million.  Of this charge,  $4.8 million has been  liquidated,  and the remaining
termination benefits will be liquidated during fiscal 2001.


               CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

From time to time,  the  Company  makes  oral and  written  statements  that may
constitute  "forward-looking  statements"  as defined in the Private  Securities
Litigation  Reform Act of 1995 (the  "Act") or by the  Securities  and  Exchange
Commission ("SEC") in its rules, regulations,  and releases. The Company desires
to take advantage of the "safe harbor" provisions in the Act for forward-looking
statements  made  from  time  to  time,  including,  but  not  limited  to,  the
forward-looking information contained in Management's Discussion and Analysis of
Financial  Condition  and  Results  of  Operations  (pages  11 to 17) and  other
statements made in this Form 10-Q and in other filings with the SEC.



<PAGE>


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

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

|X|  the impact of changes in consumer demand,

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

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

|X|  the  continuation  of  the  Company's  success  in  integrating  operations
     (including the  realization of anticipated  synergies in operations and the
     timing of any such  synergies),  and the  availability  of acquisition  and
     alliance opportunities;

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

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

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

The purpose of this discussion is to outline the significant reasons for changes
in the Unaudited Consolidated Statement of Operations in the first six months of
fiscal 2001 versus fiscal 2000.

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

The  vegetable  product  line  consists of canned and frozen  vegetables,  chili
beans, and various other products. Branded products within the vegetable product
line include Birds Eye, Birds Eye Voila!,  Veg-All,  Freshlike,  McKenzies,  and
Brooks Chili Beans.  The fruit product line consists of canned and frozen fruits
including  fruit  fillings  and  toppings.  Branded  products  within  the fruit
category  include  Comstock and  Wilderness.  The snack product line consists of
potato chips,  popcorn and other corn-based snack items. Branded products within
the snack category  include Tim's Cascade Chips,  Snyder of Berlin,  Husman,  La
Restaurante,  Erin's, Beehive, Pops-Rite, 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 six-month periods ended December 23, 2000 and December 25, 1999.
<PAGE>


<TABLE>
EBITDA1, 2
(Dollars in Millions)
<CAPTION>
                                    Three Months Ended                               Six Months Ended
                          ------------------------------------------     ------------------------------------------
                             December 23,          December 25,             December 23,             December 25,
                                 2000                  1999                     2000                     1999
                          ------------------     -------------------     -------------------     ------------------
                                      % of                     % of                    % of                  % of
                             $        Total         $          Total        $          Total         $       Total
                          ------      -----      -------       -----     -------       -----      ------     ------

<S>                       <C>          <C>       <C>            <C>      <C>            <C>       <C>          <C>
Vegetables                $ 28.6       66.7%     $  33.6        73.1%    $  46.6        64.5%     $ 53.6       70.2%
Fruits                       7.8       18.2          6.7        14.5        12.2        16.9        10.4       13.6
Snacks                       2.8        6.5          2.1         4.6         5.6         7.7         4.5        5.9
Canned Meals                 2.7        6.3          3.1         6.7         5.5         7.6         5.4        7.1
Other                        1.0        2.3          1.0         2.2         2.4         3.3         2.4        3.1
                          ------      -----      -------       -----     -------       -----      ------      -----
     Continuing segments    42.9      100.0         46.5       101.1        72.3       100.0        76.3       99.9
Businesses sold3             0.0        0.0         (0.4)       (1.1)        0.0         0.0         0.1        0.1
                          ------      -----      -------       -----     -------       -----      ------      -----
     Total                $ 42.9      100.0%     $  46.1       100.0%    $  72.3       100.0%     $ 76.4      100.0%
                          ======      =====      =======       =====     =======       =====      ======      =====

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

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

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

2    Excludes gain on sale of assets in fiscal 2000. See NOTE 3 to the "Notes to
     Consolidated Financial Statements."

3    Represents  the  operating  results of the private  label canned  vegetable
     business and pickle  business sold in fiscal 2000. See NOTE 3 to the "Notes
     to Consolidated Financial Statements."
</FN>
</TABLE>
<TABLE>
Net Sales
(Dollars in Millions)
<CAPTION>

                                        Three Months Ended                              Six Months Ended
                          --------------------------------------------     --------------------------------------------
                               December 23,            December 25,           December 23,             December 25,
                                  2000                    1999                    2000                     1999
                           -------------------     -------------------     --------------------    --------------------
                                        % of                    % of                    % of                    % of
                             $         Total         $          Total          $        Total          $        Total
                          -------      -----      --------      -----      --------     -----      --------     -----

<S>                       <C>           <C>       <C>            <C>       <C>            <C>      <C>           <C>
Vegetables                $ 265.2       73.2%     $  236.4       66.5%     $  472.9       73.0%    $  408.7      64.5%
Fruits                       45.2       12.5          45.6       12.8          70.7       10.9         68.9      10.9
Snacks                       23.3        6.4          22.0        6.2          46.7        7.2         43.4       6.9
Canned Meals                 17.8        4.9          18.4        5.2          33.5        5.2         35.0       5.5
Other                        11.0        3.0          13.2        3.7          23.7        3.7         27.9       4.4
                          -------      -----      --------      -----      --------     ------     --------    ------
     Continuing segments    362.5      100.0         335.6       94.4         647.5      100.0        583.9      92.2
Businesses sold1              0.0        0.0          19.9        5.6           0.0        0.0         49.8       7.8
                          -------      -----      --------      -----      --------     ------     --------    ------
     Total                $ 362.5      100.0%     $  355.5      100.0%     $  647.5      100.0%    $  633.7     100.0%
                          =======      =====      ========      =====      ========     ======     ========    ======

<FN>
1    Includes  net sales of the private  label  canned  vegetable  business  and
     pickle  business  sold  in  fiscal  2000.  See  NOTE  3 to  the  "Notes  to
     Consolidated Financial Statements."
</FN>
</TABLE>
<PAGE>
<TABLE>
Operating Income1
(Dollars in Millions)
<CAPTION>

                                         Three Months Ended                              Six   Months Ended
                             -------------------------------------------     -------------------------------------------
                                 December 23,            December 25,           December 23,             December 25,
                                    2000                    1999                    2000                     1999
                             -------------------     -------------------     --------------------    --------------------
                                          % of                    % of                    % of                    % of
                                $         Total         $         Total          $        Total          $        Total
                             ------      -------     -------      -----       -------     -----       -------     ------

<S>                          <C>          <C>        <C>           <C>        <C>           <C>        <C>         <C>
Vegetables                   $ 21.1       64.3%      $  26.5       72.6%      $  31.6       60.7%      $ 39.9      69.6%
Fruits                          7.2       22.0           6.3       17.3          11.0       21.1          9.6      16.7
Snacks                          1.9        5.8           1.4        3.8           3.6        6.9          2.9       5.1
Canned Meals                    2.2        6.7           2.6        7.1           4.7        9.0          4.5       7.9
Other                           0.4        1.2           0.6        1.7           1.2        2.3          1.5       2.6
                             ------      -----       -------      -----       -------      -----       ------     -----
     Continuing segments       32.8      100.0          37.4      102.5          52.1      100.0         58.4     101.9
Businesses sold2                0.0        0.0          (0.9)      (2.5)          0.0        0.0         (1.1)     (1.9)
                             ------      -----       -------      -----       -------      -----       ------     -----
     Total                   $ 32.8      100.0%      $  36.5      100.0%      $  52.1      100.0%      $ 57.3     100.0%
                             ======      =====       =======      =====       =======      =====       ======     =====

<FN>
1    Excludes  the gain on sale of  assets  in  fiscal  2000.  See NOTE 3 to the
     "Notes to Consolidated Financial Statements."

2    Represents  the  operating  results of the private  label canned  vegetable
     business and pickle  business sold in fiscal 2000. See NOTE 3 to the "Notes
     to Consolidated Financial Statements."
</FN>
</TABLE>

      CHANGES FROM SECOND QUARTER FISCAL 2001 TO SECOND QUARTER FISCAL 2000

Excluding  the gain on sale of assets,  net  income  for the  second  quarter of
fiscal 2001 showed a modest decrease as compared to the second quarter of fiscal
2000.  However,  net sales from continuing  segments showed an increase of $26.9
million,  or  8.0  percent.   Approximately  $19.9  million  of  the  net  sales
improvement was  attributable to an increase in frozen  vegetable  sales, and an
additional  $11.9 million was associated  with various  co-pack  agreements into
which the Company has recently entered.  These increases were somewhat offset by
a decrease in various canned meal and canned  vegetable sales as compared to the
second quarter in fiscal 2000.  Management attributes the higher canned meal and
canned vegetable sales in fiscal 2000 to increased consumer purchases related to
the year 2000 millenium issue. In the second quarter of fiscal 2001, the Company
also  experienced an increase in its  manufacturing  costs associated with lower
than anticipated crop intake in the eastern part of the country  contributing to
less than optimal plant efficiencies as well as higher freight and utility costs
throughout  the  nation.  To  mitigate  the  increase  in  manufacturing  costs,
management  initiated efforts to reduce  administrative  and general expenses by
$7.2 million or 8.0 percent  primarily  associated  with both a reduction in the
accrual  related to the  Company's  incentive  programs  and a reduction  in its
marketing programs.

In reviewing the quarter,  management also utilizes an evaluation of EBITDA from
continuing  segments,  as  presented  on page 12, as a measure  of  performance.
Excluding  businesses  sold,  EBITDA from  continuing  segments  decreased  $3.6
million,  or 7.7 percent,  to $42.9 million in the second quarter of the current
fiscal year from $46.5 million in the second quarter of the prior fiscal year. A
detailed  accounting  of the  significant  reasons  for changes in net sales and
EBITDA by product line follows.

Vegetable  sales  increased  $28.8  million  or 12.2  percent.  This  growth  is
primarily  attributable  to a $13.1 million  increase in sales in branded frozen
vegetables  primarily within the Birds Eye product group. For the 12 weeks ended
December 10, 2000,  the total frozen  vegetable  category unit sales  percentage
change versus a year ago, as reported by Information  Resources Inc.,  decreased
by 2.5  percent,  while the Birds Eye brand unit  volume for the same  timeframe
decreased by only 0.5 percentage  points,  and the category leader  decreased by
8.8  percentage  points.  The Birds Eye brand  unit  share  change  for the same
timeframe  increased by 0.3  percentage  points again while the category  leader
decreased by 1.3 percentage  points.  In addition,  volume  improvements in food
service  frozen  vegetables  accounted  for $3.5  million of the increase in net
sales and various  co-pack  agreements for canned  vegetables in the Midwest and
for pickles in the Northwest accounted for $11.9 million of the increase.  These
co-pack  agreements  typically  yield lower  margins  than the  Company's  other
product  lines,  but they do provide for greater  utilization  of  manufacturing
facilities.  Although  vegetables  experienced an increase in net sales,  EBITDA
decreased  $5.0  million  and,  while the branded  businesses  continued to show
improvements as highlighted  above, the reduction in EBITDA was impacted by both
competitive   pressures  experienced  within  the  non-branded  segment  of  the
Company's  businesses  and, as discussed  above,  the Company has experienced an
increase in its manufacturing costs which has negatively impacted results.



<PAGE>



Net sales for the fruit product line  decreased  $0.4  million,  or 0.9 percent,
while EBITDA increased $1.1 million, or 16.4 percent.  The variance in EBITDA is
attributable  to a decrease in branded pie filling  volume which was offset by a
price increase recognized in the third quarter of fiscal 2000. This product line
was also impacted by declines in the applesauce category both on a net sales and
margin basis due to competitive pressures within the industry.

Net sales for the snack product line  increased  $1.3  million,  or 5.9 percent,
primarily due to increased volume within the potato chip category.  Accordingly,
EBITDA also showed improvements of $0.7 million, or 33.3 percent. EBITDA further
benefited from lower packaging costs.

Net sales for canned meals  decreased $0.6 million,  or 3.3 percent while EBITDA
decreased  $0.4  million  from $3.1  million to $2.7  million.  The  variance is
attributable to a decrease in volume and a change in product mix.

The other product line, which primarily represents salad dressings,  experienced
a decrease in net sales of  approximately  $2.2 million,  or 16.7  percent,  due
primarily  to a decline  in unit  volume  associated  with the loss of a private
label customer.  EBITDA, however, remained consistent as the decrease in private
label sales was offset with branded sales at a higher  margin.  The Company also
benefited from reductions in product costs, primarily in its cost of oils.

Operating  Income:  Excluding the impact of businesses  sold and gain on sale of
assets,  operating  income decreased from $37.4 million in the second quarter of
fiscal  2000 to $32.8  million  in the  second  quarter  of  fiscal  2001.  This
represents a decrease of $4.6 million or 12.3 percent. Significant variances are
highlighted  above in the  discussion  of EBITDA and net sales  from  continuing
segments.

Selling,  Administrative,  and General Expenses:  Selling,  administrative,  and
general expenses have decreased $7.2 million,  or 8.0 percent,  as compared with
the  second  quarter  of the  prior  fiscal  year.  The  decrease  is  primarily
attributable  to a reduction in the accrual  related to the Company's  incentive
program as well as a reduction in certain marketing costs.

Income from Joint Venture:  This amount  represents  earnings  received from the
investment in Great Lakes Kraut LLC, a joint venture between  Agrilink Foods and
Flanagan  Brothers,  Inc. Earnings from the joint venture decreased $0.3 million
as compared to the prior year. This decline is attributable to a decrease in net
sales due to  competitive  pressures  and an  increase  in freight  costs due to
higher fuel prices.

Gain on Sale 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.

Interest  Expense:  Interest expense  increased $0.6 million to $20.3 million in
the second  quarter of fiscal 2001 from $19.7  million in the second  quarter of
fiscal 2000.  The increase is the result of an increase in the weighted  average
interest rate of 0.70 percent  resulting from amendments to the Company's credit
facility during  September 2000 and general  interest rate increases  during the
second  quarter  of fiscal  2001.  The  increase  was  offset  by lower  average
outstanding  balances during the quarter of  approximately  $40.1 million due to
inventory  reductions  related to the sale of the Company's canned vegetable and
pickle  business.  The  Company  continues  to focus its  efforts  on  inventory
reduction to reduce its seasonal borrowing requirements.

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

In fiscal  2001,  it is  currently  estimated  that 90  percent of  earnings  on
patronage products will exceed 50 percent of all pretax earnings of the Company;
accordingly,  the Pro-Fac share of income has been recognized at a maximum of 50
percent of pretax earnings of the Company.

Tax  Provision:  The provision  for income taxes  decreased  approximately  $1.4
million  from the prior year as a result of the change in  earnings  before tax.
Agrilink   Foods'   effective   tax   rate  is   negatively   impacted   by  the
non-deductibility of certain amounts of goodwill.


<PAGE>




    CHANGES FROM FIRST SIX MONTHS FISCAL 2001 TO FIRST SIX MONTHS FISCAL 2000

Excluding  the gain on sale of  assets,  net  income for the first six months of
fiscal  2001  decreased  slightly  from  fiscal  2000.  However,  net sales from
continuing  segments  showed an  increase  of $63.6  million,  or 10.9  percent.
Approximately  $31.1 million of the net sales improvement was attributable to an
increase  in  frozen  vegetable  sales,  and an  additional  $33.4  million  was
associated with various  co-pack  agreements into which the Company has recently
entered.  While the Company  benefited from this significant  improvement in net
sales, it also  experienced a significant  increase in its  manufacturing  costs
resulting in optimal  production  efficiencies.  The  increase in  manufacturing
costs was associated with lower than anticipated crop intake in the eastern part
of the country and higher freight and utility costs  throughout  the nation.  To
mitigate  the increase in  manufacturing  costs,  management  has taken steps to
decrease  administrative  and  general  expenses  primarily  associated  with  a
reduction  in the accrual  related to the  Company's  incentive  programs  and a
reduction  in its  marketing  programs.  Management  will  continue to focus its
efforts on cost savings initiatives to reduce its overall spending.

In reviewing  the first half of its fiscal  year,  management  also  utilizes an
evaluation  of EBITDA from  continuing  segments,  as  presented on page 12 as a
measure of  performance.  Excluding  businesses  sold,  EBITDA  from  continuing
segments decreased $4.0 million,  or 5.2 percent,  to $72.3 million in the first
six months of the current fiscal year from $76.3 million in the first six months
of the prior fiscal year. A detailed  accounting of the significant  reasons for
changes in net sales and EBITDA by product line follows.

Vegetable  sales  increased  $64.2  million  or 15.7  percent.  This  growth  is
primarily  attributable  to a $20.8 million  increase in sales in branded frozen
vegetables  primarily  within the Birds Eye product group.  In addition,  volume
improvements in private label and food service frozen  vegetables  accounted for
$4.7 million of the increase.  Further,  various  co-pack  agreements for canned
vegetables  in the Midwest and for pickles in the  Northwest in total  accounted
for an additional  $33.4 million of the net sales increase.  While these co-pack
agreements typically yield lower margins than the Company's other product lines,
they do provide for greater  utilization of manufacturing  facilities.  Although
vegetables  experienced an increase in net sales,  EBITDA decreased $7.0 million
and, while the branded businesses  continued to show improvements as highlighted
above,  the  reduction  in EBITDA was  impacted  by both  competitive  pressures
experienced within the non-branded  segment of the Company's  businesses and, as
highlighted  above, the Company has experienced an increase in its manufacturing
costs which has negatively impacted results.

Net sales for the fruit product line  increased  $1.8  million,  or 2.6 percent,
while EBITDA increased $1.8 million, or 17.3 percent.  The variance in EBITDA is
attributable  to a decrease in branded pie filling  volume which was offset by a
price increase recognized in the third quarter of fiscal 2000. This product line
was also impacted by a decline in the applesauce  category,  both on a net sales
and margin basis, due to competitive pressures within the industry.

Net sales for the snack product line  increased  $3.3  million,  or 7.6 percent,
primarily due to increased volume within the potato chip category.  Accordingly,
EBITDA also showed improvements of $1.1 million, or 24.4 percent. EBITDA further
benefited from lower packaging  costs. In addition,  in fiscal 2000, the Company
incurred  residual  strike related costs at the Snyder of Berlin facility during
its first fiscal  quarter.  This matter was settled in July 2000, and management
believes its current relationship with these employees is good.

Net sales for canned meals  decreased  $1.5  million,  or 4.3 percent.  However,
EBITDA increased $0.1 million from $5.4 million to $5.5 million. The variance is
attributable  to a decrease  in volume  offset by a change in product  mix and a
reduction in marketing costs.

The other product line, which primarily represents salad dressings,  experienced
a decrease in net sales of  approximately  $4.2 million,  or 15.1  percent,  due
primarily to a decline in unit volume  associated with a private label customer.
EBITDA, however,  remained consistent as the decrease in private label sales was
offset with branded sales at a higher margin. In addition, the Company benefited
from reductions in product costs, primarily due to oils.

Operating  Income:  Excluding the impact of businesses  sold and gain on sale of
assets, operating income decreased from $58.4 million in the first six months of
fiscal  2000 to $52.1  million  in the first six  months  of fiscal  2001.  This
represents a decrease of $6.3 million or 10.8 percent. Significant variances are
highlighted  above in the  discussion  of EBITDA and net sales  from  continuing
segments.



<PAGE>


Selling,  Administrative,  and General Expenses:  Selling,  administrative,  and
general expenses have decreased $5.1 million,  or 3.4 percent,  as compared with
the first six months of the prior fiscal year.  As noted above,  the decrease is
primarily  attributable  to a reduction in the accrual  related to the Company's
incentive program as well as a reduction in certain marketing costs.

Income from Joint Venture:  This amount  represents  earnings  received from the
investment in Great Lakes Kraut LLC, a joint venture between  Agrilink Foods and
Flanagan  Brothers,  Inc. Earnings from the joint venture decreased $0.5 million
as  compared  to the same  period of the prior  fiscal  year.  This  decline  is
attributable  to a decrease  in net sales due to  competitive  pressures  and an
increase in freight costs due to higher fuel prices.

Gain on Sale 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.

Interest  Expense:  Interest expense  increased $0.5 million to $39.5 million in
the first six months of fiscal  2001 from $39.0  million in the first six months
of fiscal  2000.  The  increase  is the result of an  increase  in the  weighted
average interest rate of 0.59 percent resulting from amendments to the Company's
credit facility during September 2000 and general interest rate increases during
the first  six  months  of  fiscal  2001.  In  addition,  interest  expense  was
negatively  impacted by the  amortization  of fees paid in conjunction  with the
September 2000 amendments to the Company's credit facility.  Such increases were
offset by lower average  outstanding  balances during the first half of the year
of approximately  $44.7 million,  primarily within inventory related to the sale
of the Company's pickle business.  The Company continues to focus its efforts on
inventory reduction to reduce its seasonal borrowings.

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

In fiscal  2001,  it is  currently  estimated  that 90  percent of  earnings  on
patronage products will exceed 50 percent of all pretax earnings of the Company;
accordingly,  the Pro-Fac share of income has been recognized at a maximum of 50
percent of pretax earnings of the Company.

Tax  Provision:  The provision  for income taxes  increased  approximately  $1.7
million  from the prior year as a result of the change in  earnings  before tax.
Agrilink   Foods'   effective   tax   rate  is   negatively   impacted   by  the
non-deductibility of certain amounts of goodwill.

                         LIQUIDITY AND CAPITAL RESOURCES

The  following  discussion  highlights  the major  variances  in the  "Unaudited
Consolidated Statement of Cash Flows" for the six months ended December 23, 2000
compared to the six months ended December 25, 1999.

Net cash used in operating activities remained relatively  constant,  increasing
$0.5 million over the six months of the prior fiscal year.  The increase was the
result of variances within accounts payable and other accruals due to the timing
of liquidation of outstanding  balances.  The Company  negotiates  payment terms
with its can and other  packaging  suppliers.  The  timing  of these  agreements
required  payment  in  December  of 2000,  while in the prior  year,  comparable
payments were made in the third quarter.  This increase was offset by a decrease
in inventories due to both management  efforts to reduce  outstanding  inventory
levels and  reductions  caused by  condition of crops in the eastern part of the
country which lowered the Company's intake.

Net cash used in  investing  activities  in the first six months of fiscal  2001
increased $46.9 million from the first six months of fiscal 2000. The change was
primarily a result of a reduction in proceeds received from asset sales of $48.4
million (see NOTE 3 to the "Notes to Consolidated  Financial Statements") offset
by a slight  reduction in equipment  purchases of $1.2 million.  The purchase of
property, plant, and equipment was for general operating purposes.




<PAGE>


Net cash  provided  by  financing  activities  increased  $44.3  million and was
primarily due to mandatory prepayments of short-term debt related to the sale of
the  Company's  private  label canned  vegetable  business  ($42.4  million) and
Cambria,  Wisconsin  facility ($4.5 million) in fiscal 2000 compared to the sale
of pickle  equipment  ($1.8 million) in fiscal 2001. See NOTE 3 to the "Notes to
Consolidated Financial Statements."

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

As of December 23, 2000,  (i) cash  borrowings  outstanding  under the Revolving
Credit Facility were $103.7 million, (ii) there were $13.2 million in letters of
credit outstanding, and (iii) additional availability under the Revolving Credit
Facility,  after  taking into  account the amount of  borrowings  and letters of
credit outstanding,  was $83.1 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  Foods meet
certain  financial  tests and ratios and comply with  certain  restrictions  and
limitations.  As of December 23, 2000, Pro-Fac and the Company are in compliance
with all covenants,  restrictions, and limitations under the terms of the credit
facility as amended.

ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company, as a result of its operating and financing  activities,  is exposed
to changes in foreign currency exchange rates,  certain  commodity  prices,  and
interest  rates,  which may  adversely  affect  its  results of  operations  and
financial  position.  In seeking to minimize the risks  and/or costs  associated
with such activities, the Company may enter into derivative contracts.

Foreign  Currency:  The  Company  manages  its  foreign  currency  related  risk
primarily through the use of foreign currency forward  contracts.  The contracts
held by the Company are denominated in Mexican pesos.

The  Company  has entered  into  foreign  currency  forward  contracts  that are
designated  as cash flow  hedges of  exchange  rate risk  related to  forecasted
foreign  currency-denominated  intercompany  sales.  At December 23,  2000,  the
Company had cash flow hedges for the Mexican peso with  maturity  dates  ranging
from December  2000 to April 2001.  At December 23, 2000,  the fair value of the
open  contracts was an after-tax  gain of $0.1 million,  recorded in accumulated
other  comprehensive  income  in  shareholder's  equity.   Amounts  deferred  to
accumulated other  comprehensive  income will be reclassified into cost of goods
sold  within the next 12  months.  During  the  second  quarter of fiscal  2001,
approximately $0.1 million was reclassified from other  comprehensive  income to
cost of goods sold. For the first six months of fiscal 2001,  approximately $0.2
million has been reclassified from other  comprehensive  income to cost of goods
sold. Hedge ineffectiveness was insignificant.

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

Contract amounts                                   63 million Pesos
Weighted average settlement exchange rate              10.4685%

Subsequent to December 23, 2000, the Company  entered into  additional cash flow
hedges for 132 million Mexican Pesos with maturity dates through June 2002.

Commodity  Prices:  The Company is exposed to  commodity  price risk  related to
forecasted  purchases of soybean oil, an ingredient in the  manufacture of salad
dressings and mayonnaise.  To mitigate this risk, the Company designates soybean
oil  forward  contracts  as cash  flow  hedges  of its  forecasted  soybean  oil
purchases.   The  Company   maintained   soybean  oil   contracts   that  hedged
approximately 70 percent of its planned soybean oil  requirements  during fiscal
2001.  These  contracts  were either sold or expired  during  fiscal 2001 and an
immaterial loss was recorded in cost of goods sold.

The  Company is also  exposed to  commodity  price  risk  related to  forecasted
purchases of flour in its  manufacturing  process.  To mitigate  this risk,  the
Company designates a swap agreement as a cash flow hedge of its forecasted flour
purchases. The termination date for the agreement is March 2001. At December 23,
2000,  the  Company  had an open swap  hedging  approximately  59 percent of its
planned flour requirements  during fiscal 2001. The fair value of this agreement
was immaterial at December 23, 2000.



<PAGE>


                                                          Swap
                                                          Flour
                                                    -----------------
Notional amount                                      240,000 bushels
Weighted average strike price                         $2.80/bushel

The  Company is also  exposed to  commodity  price  risk  related to  forecasted
purchases of corrugated (unbleached kraftliner) in its manufacturing process. To
mitigate this risk, the Company designates a swap agreement as a cash flow hedge
of its forecasted corrugated purchases. At December 23, 2000, the Company had an
open  swap  hedging   approximately   80  percent  of  its  planned   corrugated
requirements.  The fair value of this  agreement was  immaterial at December 23,
2000. The termination date for the agreement is June 2001.

                                                              Swap
                                                           Corrugated
                                                     (Unbleached Kraftliner)
                                                 -------------------------------
Notional amount                                         30,000 short tons
Average paid rate                                        $475/short ton
Average receive rate                              Floating rate/short ton - $475
Maturities through                                          June 2001

Interest Rates:  The Company is exposed to interest rate risk primarily  through
its borrowing activities. The majority of the Company's long-term borrowings are
variable  rate  instruments.  The Company  entered into two  interest  rate swap
contracts  under which the Company  agrees to pay an amount equal to a specified
fixed rate of  interest  times a notional  principal  amount,  and to receive in
return an amount equal to a specified  variable rate of interest  times the same
notional  principal  amount.  The  notional  amounts  of the  contract  are  not
exchanged and no other cash payments are made.  Two interest rate swap contracts
were entered into with a major financial institution in order to minimize credit
risk.

The first  interest  rate swap  contract  required  payment  of a fixed  rate of
interest  (4.96  percent)  and the  receiving  of a  variable  rate of  interest
(three-month  LIBOR of 6.80  percent as of December  23,  2000) on $150  million
notional  amount of  indebtedness.  The Company had a second  interest rate swap
contract to pay a fixed rate of interest  (5.32  percent) and receive a variable
rate of interest  (three-month LIBOR of 6.80 percent as of December 23, 2000) on
$100 million  notional amount of  indebtedness.  Approximately 60 percent of the
underlying debt is being hedged with these interest rate swaps.

The Company  designates  these interest rate swap contracts as cash flow hedges.
At December 23, 2000,  the fair value of the contracts was an after-tax  gain of
$0.8  million,   recorded  in   accumulated   other   comprehensive   income  in
shareholders' equity.

To the  extent  that any of these  contracts  are not  considered  effective  in
offsetting the change in the value of the interest  payments  being hedged,  any
changes in fair value relating to the ineffective  portion of these contacts are
immediately  recognized  in  income.  However,  the  net  gain  or  loss  on the
ineffective  portion of these  interest  rate swap  contracts  was not  material
during the second quarter and first six months of fiscal 2001.  Amounts deferred
to other  comprehensive  income will be reclassified  into interest expense over
the life of the swap contracts.

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

                                                            December 23, 2000
Interest Rate Swap:                                       --------------------
Variable to Fixed - notional amount                          $250 million
   Average pay rate                                          4.96 - 5.32%
   Average receive rate                                  Floating rate - 6.80%
    Maturities through                                           2001

Although it is possible that interest  rates will decrease and thereby  minimize
the benefits of the hedge position,  Agrilink Foods believes that on a long-term
basis the  possibility of interest rates exceeding the interest rate swap is not
likely.  The Company  will,  however,  monitor  market  conditions to adjust its
position as it considers necessary.



<PAGE>


                                  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.  Efforts have focused on the  consolidation  of
operating  functions and the  elimination of  approximately  five percent of the
workforce.  Reductions  in  personnel  include  operational  and  administrative
positions and have improved annual earnings by  approximately  $8.0 million.  Of
this  charge,  $4.8  million  has been  liquidated  to date,  and the  remaining
termination benefits are anticipated to be liquidated during fiscal 2001.

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.

The crop and  yield  resulting  from the 2000  growing  season  has  provided  a
sufficient, if not ample, supply throughout the industry.  Accordingly,  pricing
may be negatively impacted primarily in non-branded  businesses.  However, harsh
weather conditions did impact corn yields which reduced the supply and, in turn,
resulted in higher pricing for this commodity.

MARKET AND INDUSTRY DATA

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

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

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

              10.27          Excess Benefit Retirement Plan, as amended.

              10.28          Supplemental Executive Retirement Agreement

              99.1           Pro-Fac Cooperative, Inc. Financial Statements for
                             the Quarterly Period Ended December 23, 2000.

(b)      Reports on Form 8-K:

          No  reports  on Form 8-K were  filed in the  second  quarter of fiscal
          2001.



<PAGE>











                                   SIGNATURES


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



                                               AGRILINK FOODS, INC.



Date:  February 5, 2001          By:/s/          Earl L. Powers
       ----------------                   ---------------------------------
                                                 EARL L. POWERS
                                        EXECUTIVE VICE PRESIDENT FINANCE AND
                                              CHIEF FINANCIAL OFFICER
                                           (Principal Financial Officer
                                         and Principal Accounting Officer)