UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                              Form 10-Q Equivalent



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

              For the quarterly period ended March 29, 2003

                                 OR

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

                  For the transition period from _____ to _____

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


         Delaware                                        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 (585) 383-1850

                              AGRILINK FOODS, INC.
                   (Former name if changed since last report)

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____ NO_____

Indicate  by check mark  whether  the  Registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).


                                 YES____ NO_____

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of the latest practicable date. As of May 13, 2003.

                              Common Stock: 11,000


*      This Form 10-Q  Equivalent is only being filed  pursuant to a requirement
contained in the indenture  governing  Birds Eye Foods,  Inc.'s  11-7/8  Percent
Senior Subordinated Notes Due 2008.

                                  Page 1 of 37
<PAGE>

                                           PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

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

                                                                                            Nine Months Ended
                                                                                   --------------------------------
                                                           Three Months Ended         Successor    |   Predecessor     Predecessor
                                                    ------------------------------                 |
                                                      Successor   |  Predecessor   August 19, 2002-|June 30, 2002- Nine Months Ended
                                                    March 29, 2003| March 30, 2002  March 29, 2003 |August 18,2002  March 30, 2002
                                                    --------------| -------------- --------------- |-------------- -----------------
                                                                  |                                |
<S>                                                   <C>            <C>            <C>              <C>              <C>
Net sales                                             $ 220,536   |  $  240,697     $   601,356    | $ 101,664        $ 774,471
Cost of sales                                          (172,766)  |    (185,694)       (457,412)   |   (78,116)        (601,054)
                                                      ---------   |  ----------     -----------    | ---------        ---------
Gross profit                                             47,770   |      55,003         143,944    |    23,548          173,417
Selling, administrative, and general expense            (29,092)  |     (30,907)        (80,241)   |   (15,434)         (94,315)
Restructuring                                                 0   |           0               0    |         0           (2,622)
Gain from pension curtailment                                 0   |           0               0    |         0            2,472
Income from Great Lakes Kraut Company, LLC                  391   |         627           1,770    |       277            1,825
                                                      ---------   |  ----------     -----------    |  ---------       ---------
Operating income before dividing with Pro-Fac            19,069   |      24,723          65,473    |     8,391           80,777
Interest expense                                        (12,651)  |     (15,657)        (31,336)   |    (7,747)         (50,683)
                                                      ---------   |  ----------     -----------    |  ---------        ---------
Pretax income from continuing operations and before               |                                |
  dividing with Pro-Fac                                   6,418   |       9,066          34,137    |       644           30,094
Pro-Fac share of income                                       0   |      (3,798)              0    |         0          (12,860)
                                                      ---------   |  ----------     -----------    |  --------        ---------
Pretax income from continuing operations                  6,418   |       5,268          34,137    |       644           17,234
Tax provision                                            (2,568)  |      (2,059)        (13,654)   |      (264)          (7,325)
                                                      ---------   |  ----------     -----------    |  --------        ---------
Income before discontinued operations                     3,850   |       3,209          20,483    |       380            9,909
Discontinued operations, net of a tax benefit                (1)  |        (891)         (1,572)   |      (295)          (2,515)
                                                      ---------   |  ----------     -----------    |  --------        ---------
Net income                                                3,849   |       2,318          18,911    |        85            7,394
                                                                  |                                |
Accumulated earnings/(deficit) at beginning of period    15,062   |       9,147               0    |  (126,623)           4,071
                                                      ---------   |  ----------     -----------    | ---------        ---------
Accumulated earnings/(deficit) at end of period       $  18,911   | $    11,465     $    18,911    | $(126,538)       $  11,465
                                                      =========   | ===========     ===========    | =========        =========
                                                                  |                                |
Net income                                            $   3,849   |  $    2,318     $    18,911    | $      85        $   7,394
Other comprehensive (loss)/income:                                |                                |
  Unrealized gain/(loss) on hedging activity,                     |                                |
    net of taxes                                            216   |         (16)            149    |         0        $    (390)
                                                      ---------   |  ----------     -----------    | ---------        ---------
Comprehensive income                                  $   4,065   |  $    2,302     $    19,060    | $      85        $   7,004
                                                      =========   |  ==========     ===========    | =========        =========
Accumulated other comprehensive (loss)/income                     |                                |
   at beginning of period                             $     (67)  |  $     (329)    $         0    | $    (367)       $      45
Unrealized gain/(loss) on hedging activity,                       |                                |
    net of taxes                                            216   |         (16)            149    |         0             (390)
                                                      ---------   |  ----------     -----------    | ---------        ---------
Accumulated other comprehensive income/(loss)                     |                                |
   at end of period                                   $     149   |  $     (345)    $       149    | $    (367)       $    (345)
                                                      =========   |  ==========     ===========    | =========        =========

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

<TABLE>
Birds Eye Foods, Inc.
Consolidated Balance Sheets
(Dollars in Thousands)
(Unaudited)
<CAPTION>
                                                                                        Successor   |   Predecessor
                                                                                        March 29,   |     June 29,
                                                                                          2003      |       2002
                                                                                      ------------  |   -----------
                                                                                                    |
                                     ASSETS                                                         |
                                                                                                    |
<S>                                                                                   <C>                <C>
Current assets:                                                                                     |
   Cash and cash equivalents                                                          $   76,385    |    $   14,686
   Accounts receivable trade, net of allowances for doubtful accounts                     67,773    |        68,419
   Accounts receivable, other                                                              2,967    |         7,581
   Inventories, net                                                                      258,137    |       291,745
   Current net investment in CoBank                                                        3,285    |         3,347
   Prepaid manufacturing expense                                                           6,806    |        19,168
   Prepaid expenses and other current assets                                              13,251    |        18,770
   Assets held for sale                                                                    5,971    |         8,746
   Due from Pro-Fac Cooperative, Inc.                                                          0    |        11,730
   Current deferred tax asset                                                             11,372    |         2,923
                                                                                      ----------    |    ----------
         Total current assets                                                            445,947    |       447,115
Investment in CoBank                                                                       3,038    |         6,294
Investment in and advances to Great Lakes Kraut Company, LLC                                   0    |        14,586
Property, plant and equipment, net                                                       216,188    |       285,834
Goodwill                                                                                  27,944    |        56,210
Intangible assets, net                                                                   210,443    |        11,305
Other assets                                                                              30,820    |        22,160
Note receivable due from Pro-Fac Cooperative, Inc.                                           100    |         9,400
Non-current deferred tax asset                                                                 0    |         4,837
                                                                                      ----------    |    ----------
         Total assets                                                                 $  934,480    |    $  857,741
                                                                                      ==========    |    ==========
                                                                                                    |
                      LIABILITIES AND SHAREHOLDER'S EQUITY                                          |
Current liabilities:                                                                                |
   Current portion of obligations under capital leases                                $      781    |    $      821
   Current portion of long-term debt                                                       6,521    |        14,916
   Current portion of Termination  and Transitional Services Agreements with                        |
     Pro-Fac Cooperative, Inc.                                                             9,339    |             0
   Accounts payable                                                                       39,443    |        71,198
   Income taxes payable                                                                   11,358    |           879
   Accrued interest                                                                       10,928    |         6,255
   Accrued employee compensation                                                           7,442    |         8,000
   Other accrued expenses                                                                 51,694    |        40,154
   Growers payable due to Pro-Fac Cooperative, Inc.                                       11,424    |             0
                                                                                      ----------    |    ----------
         Total current liabilities                                                       148,930    |       142,223
Obligations under capital leases                                                           2,141    |         2,528
Long-term debt                                                                           474,080    |       623,057
Long-term portion of Termination and Transitional Services Agreements with                          |
     Pro-Fac Cooperative, Inc.                                                            25,299    |             0
Other non-current liabilities                                                             44,855    |        28,918
Non-current deferred tax liability                                                        18,418    |             0
                                                                                      ----------    |    ----------
         Total liabilities                                                               713,723    |       796,726
                                                                                      ----------    |    ----------
Commitments and contingencies                                                                       |
Shareholder's Equity:                                                                               |
   Common stock, par value $.01; 11,000 shares                                                      |
     authorized, issued and outstanding                                                        0    |             0
   Additional paid-in capital                                                            201,697    |       188,005
   Accumulated earnings/(deficit)                                                         18,911    |      (126,623)
   Accumulated other comprehensive income/(loss):                                                   |
     Unrealized gain on hedging activity                                                     149    |           206
     Minimum pension liability adjustment                                                      0    |          (573)
                                                                                      ----------    |    ----------
         Total shareholder's equity                                                      220,757    |        61,015
                                                                                      ----------    |    ----------
         Total liabilities and shareholder's equity                                   $  934,480    |    $  857,741
                                                                                      ==========    |    ==========


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

<TABLE>
Birds Eye Foods, Inc.
Consolidated Statements of Cash Flows
(Dollars in Thousands)
(Unaudited)
<CAPTION>

                                                                         Nine Months Ended
                                                                  Successor      |    Predecessor           Predecessor
                                                              August 19, 2002 -  |   June 30, 2002 -     Nine Months Ended
                                                               March 29, 2003    |   August 18, 2002       March 30, 2002
                                                              ----------------   |   ---------------     -----------------
<S>                                                             <C>                    <C>                  <C>
Cash Flows From Operating Activities:                                            |
   Net income                                                   $   18,911       |     $     85             $   7,394
   Adjustments to reconcile net income to net cash provided                      |
     by/(used in operating activities-                                           |
       Depreciation                                                 15,216       |        3,833                22,887
       Amortization of certain intangible assets                       718       |          144                   862
       Amortization of debt issue costs, amendment costs,                        |
         debt discounts and premiums, and interest in-kind           7,421       |        1,201                 5,098
       Equity in undistributed earnings of Great Lakes Kraut                     |
         Company, LLC                                               (1,109)      |         (277)               (1,067)
       Transitional Services Agreement with Pro-Fac                              |
         Cooperative, Inc.                                            (323)      |            0                     0
       Change in assets and liabilities:                                         |
         Accounts receivable                                         3,558       |        1,818                 3,607
         Inventories and prepaid manufacturing expense              72,256       |      (33,170)              (11,863)
         Income taxes refundable/(payable)                          10,554       |          (75)                4,148
         Accounts payable and other accrued expenses               (18,404)      |      (10,972)              (93,392)
         Due to/(from) Pro-Fac Cooperative, Inc., net              (12,733)      |        8,649                 1,747
         Other assets and liabilities, net                           2,774       |          909                   741
                                                                ----------       |     --------             ---------
Net cash provided by/(used in) operating activities                 98,839       |      (27,855)              (59,838)
                                                                ----------       |     --------             ---------
                                                                                 |
Cash Flows From Investing Activities:                                            |
   Purchase of property, plant and equipment                        (9,330)      |       (2,187)              (10,537)
   Proceeds from disposals                                             407       |            0                    52
   Repayments from/(advances to) Great Lakes Kraut Company, LLC      6,169       |       (1,512)                1,784
   Proceeds from investment in CoBank                                2,203       |        1,115                 3,998
   Proceeds from Great Lakes Kraut Company, LLC Transaction         13,900       |            0                     0
                                                                ----------       |     --------             ---------
Net cash provided by/(used in) investing activities                 13,349       |       (2,584)               (4,703)
                                                                ----------       |     --------             ---------
                                                                                 |
Cash Flows From Financing Activities:                                            |
   Proceeds from issuance of long-term debt                        270,000       |            0                     0
   Birds Eye Holdings, Inc. investment                             175,597       |            0                     0
   Adjustment of Subordinated Promissory Note                      (25,000)      |            0                     0
   Net (payments)/proceeds on prior revolving credit facility      (22,000)      |       22,000                75,400
   Payments on long-term debt                                     (401,799)      |         (292)               (9,072)
   Payments on Termination Agreement with Pro-Fac                                |
     Cooperative, Inc.                                              (8,000)      |            0                     0
   Payments on capital lease                                          (316)      |          (38)                 (111)
   Cash paid for debt issuance costs                               (24,202)      |            0                     0
   Cash paid for transaction fees                                   (6,000)      |            0                     0
   Cash paid in conjunction with debt amendment                          0       |            0                (1,694)
                                                                ----------       |     --------             ---------
Net cash provided by/(used in)  financing activities               (41,720)      |       21,670                64,523
                                                                ----------       |     --------             ---------
Net change in cash and cash equivalents                             70,468       |       (8,769)                  (18)
Cash and cash equivalents at beginning of period                     5,917       |       14,686                 7,656
                                                                ----------       |     --------             ---------
Cash and cash equivalents at end of period                      $   76,385       |     $  5,917             $   7,638
                                                                ==========       |     ========             =========
                                                                                 |
Supplemental Schedule of Non-Cash Financing Activities:                          |
   Birds Eye Holdings, Inc. investment                          $   32,100       |     $      0             $      0
                                                                ==========       |     ========             ========
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
</FN>
</TABLE>
<PAGE>

                              BIRDS EYE FOODS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  DESCRIPTION OF BUSINESS AND SUMMARY OF CERTAIN  SIGNIFICANT  ACCOUNTING
         POLICIES

The  Company:  Birds Eye  Foods,  Inc.,  formerly  Agrilink  Foods,  Inc.,  (the
"Company"  or "Birds  Eye  Foods"),  incorporated  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 Change in Control  (the  "Transaction"):  On August 19,  2002 (the  "Closing
Date"),  pursuant to the terms of the Unit Purchase  Agreement  dated as of June
20, 2002 (the "Unit  Purchase  Agreement"),  by and among  Pro-Fac  Cooperative,
Inc., a New York agricultural cooperative  ("Pro-Fac"),  Birds Eye Foods, at the
time a New  York  corporation  and a  wholly-owned  subsidiary  of  Pro-Fac  and
Vestar/Agrilink   Holdings   LLC,   a   Delaware   limited   liability   company
("Vestar/Agrilink  Holdings"),   Vestar/Agrilink  Holdings  and  its  affiliates
indirectly  acquired  control  of the  Company.  See  NOTE 2 to  the  "Notes  to
Consolidated  Financial  Statements"  for additional  disclosures  regarding the
Transaction.

The term  "successor"  refers to Birds  Eye  Foods  and all of its  subsidiaries
following  the  Transaction.  The term  "predecessor"  refers to Birds Eye Foods
prior to the change in control on August 19, 2002.

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  requirements of 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 financial  position,  results of operations,  and cash
flows have been included. Operating results for the period from June 30, 2002 to
August 18, 2002 or the period from  August 19, 2002  through  March 29, 2003 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
Equivalent for the fiscal year ended June 29, 2002.

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  2002 have  been  reclassified  to
conform with the current period presentation.

New  Accounting  Pronouncements:   In  August  2001,  the  Financial  Accounting
Standards  Board ("FASB")  issued  Statement of Financial  Accounting  Standards
("SFAS")  No. 144  "Accounting  for the  Impairment  or Disposal  of  Long-Lived
Assets."  Effective  June 30, 2002,  Birds Eye Foods  adopted SFAS No. 144 which
addresses  financial  accounting and reporting for the impairment or disposal of
long-lived  assets.  The statement  requires an impairment loss be recognized if
the  carrying  amount  of  a  long-lived  asset  is  not  recoverable  from  its
undiscounted  cash  flow and  that  the  impairment  loss be  recognized  as the
difference  between the carrying amount and fair value of the asset.  Under SFAS
No. 144, assets held for sale that are a component of an entity will be included
in discontinued operations if the operations and cash flows will be or have been
eliminated  from the ongoing  operations of the entity,  and the entity will not
have any significant continuing involvement in the operations prospectively. The
adoption of SFAS No. 144 did not impact the Company's profitability.  See NOTE 3
to the "Notes to Consolidated  Financial Statements" for additional  disclosures
regarding discontinued operations.

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or Disposal  Activities,"  which  addresses  financial  accounting and
reporting for costs  associated with exit or disposal  activities and supercedes
Emerging  Issues Task Force  ("EITF")  Issue 94-3,  "Liability  Recognition  for
Certain  Employee  Termination  Benefits  and  Other  Costs to Exit an  Activity
(including  Certain Costs Incurred in a  Restructuring)".  SFAS No. 146 requires
that a liability  for a cost  associated  with an exit or  disposal  activity be
recognized  when the  liability is incurred.  EITF 94-3 requires a liability for
exit costs be recognized at the date of an entity's  commitment to an exit plan.
The  provisions of SFAS No. 146 must be adopted for exit or disposal  activities
that are initiated after December 31, 2002.

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and Disclosure  Requirements for Guarantees,  Including  Indirect  Guarantees of
Others"  ("FIN  45").  FIN 45  requires  that a  liability  be  recorded  on the
guarantor's  balance  sheet upon  issuance of a guarantee.  In addition,  FIN 45
requires disclosures about the guarantees that an entity has issued. The Company
will apply the  recognition  provisions  of FIN 45  prospectively  to guarantees
issued after December 31, 2002. The disclosure and recognition provisions of FIN
45 have been  adopted in this  report and did not have a material  effect on its
consolidated financial statements.
<PAGE>
See NOTE 10 to the "Notes to Consolidated  Financial  Statements" for additional
disclosures regarding FIN 45.

In January  2003,  the FASB  issued  Interpretation  No. 46,  "Consolidation  of
Variable Interest Entities,  an Interpretation of ARB No. 51" ("FIN 46"). FIN 46
requires  certain variable  interest  entities to be consolidated by the primary
beneficiary of the entity if the equity  investors in the entity do not have the
characteristics  of a controlling  financial  interest or do not have sufficient
equity at risk for the  entity to  finance  its  activities  without  additional
subordinated  financial support from other parties.  FIN 46 is effective for all
new variable  interest  entities created or acquired after January 31, 2003. For
variable  interest  entities  created or acquired prior to February 1, 2003, the
provisions  of FIN 46 must be applied  for the first  interim  or annual  period
beginning  after June 15,  2003.  The  Company  does not expect FIN 46 to have a
material effect on its consolidated financial statements.

Trade  Accounts  Receivable:  The  Company  accounts  for trade  receivables  at
outstanding billed amounts, net of allowances for doubtful accounts. The Company
estimates  its allowance  for doubtful  accounts as a percentage of  receivables
overdue.  Also  included in the allowance in their  entirety are those  accounts
that have filed for bankruptcy, been sent to collections, and any other accounts
management  believes are not collectible based on historical losses. The Company
periodically  reviews the accounts  included in the allowance to determine those
to be written  off.  Generally,  after a period of one year,  or  through  legal
counsel's  advice,  accounts are written off. It is not Company policy to accrue
or collect interest on past due accounts.

The Company's  allowance for doubtful accounts is approximately  $1.6 million at
March 29, 2003, and $0.7 million at June 29, 2002.

NOTE 2. THE TRANSACTION

On  June  20,  2002,  Pro-Fac   Cooperative,   Inc.,  a  New  York  agricultural
cooperative,  Birds  Eye  Foods,  at  the  time  a New  York  corporation  and a
wholly-owned subsidiary of Pro-Fac and Vestar/Agrilink  Holdings LLC, a Delaware
limited  liability  company,   entered  into  a  Unit  Purchase  Agreement.  The
transactions  contemplated  in and  consummated  pursuant  to the Unit  Purchase
Agreement,  are referred to herein  collectively as the "Transaction." On August
19, 2002, pursuant to the Unit Purchase Agreement:

(i) Pro-Fac  contributed  to the capital of  Agrilink  Holdings  LLC, a Delaware
limited  liability  company  ("Holdings  LLC"),  all of the  shares of Birds Eye
Foods' common stock owned by Pro-Fac, constituting 100 percent of the issued and
outstanding shares of Birds Eye Foods' capital stock, in consideration for Class
B common units of Holdings  LLC,  representing  a 40.72  percent  common  equity
ownership; and

(ii) Vestar/Agrilink Holdings and certain co-investors (collectively,  "Vestar")
contributed  cash in the  aggregate  amount of $175.0  million to the capital of
Holdings LLC, in consideration  for preferred  units,  Class A common units, and
warrants which were immediately  exercised to acquire  additional Class A common
units.  After  exercising the warrants,  Vestar owns 56.24 percent of the common
equity of Holdings LLC. The  co-investors  are either under common control with,
or have delivered an unconditional  voting proxy to,  Vestar/Agrilink  Holdings.
The Class A common units  entitle the owner  thereof - Vestar - to two votes for
each Class A common unit held.  All other  Holdings LLC common units entitle the
holder(s) thereof to one vote for each common unit held. Accordingly, Vestar has
a voting majority of all common units.

(iii) Immediately following Pro-Fac's contribution of its Birds Eye Foods common
stock to Holdings  LLC,  Holdings LLC  contributed  those shares valued at $32.1
million to Birds Eye Holdings Inc., formerly Agrilink Holdings Inc.,  ("Holdings
Inc."), a Delaware corporation and a direct, wholly-owned subsidiary of Holdings
LLC, and Birds Eye Foods became an indirect, wholly-owned subsidiary of Holdings
LLC.

(iv) As part of the  Transaction,  executive  officers  of Birds Eye Foods,  and
certain other members of Birds Eye Foods' management,  entered into subscription
agreements  with  Holdings  LLC to  acquire,  with a  combination  of  cash  and
promissory  notes issued to Holdings  LLC, an aggregate  of  approximately  $1.3
million  of Class C common  units  and  Class D common  units of  Holdings  LLC,
representing  approximately  3.04 percent of the common equity ownership.  As of
March 29, 2003, an additional approximately $0.5 million of Class C common units
and Class D common units,  representing less than 1 percent of the common equity
ownership,  remained unissued. The foregoing individuals are also parties to the
Securityholders Agreement and the Limited Liability Agreement.

Prior to the  Transaction,  certain  amounts  owed by Pro-Fac to Birds Eye Foods
were  forgiven.  The  amounts  forgiven  were  approximately  $36.5  million and
represented  both borrowings for the working capital needs of Pro-Fac and a $9.4
million demand receivable.

The  Transaction  was accounted  for under the purchase  method of accounting in
accordance  with  SFAS  No.  141,   "Business   Combinations."   Under  purchase
accounting, tangible and identifiable intangible assets acquired and liabilities
assumed will be recorded at their  respective  fair values.  The  valuations and
other  studies  which will  provide  the basis for such an  allocation  have not
<PAGE>
progressed  to a stage where  there is  sufficient  information  to make a final
allocation in the accompanying financial statements.  Accordingly,  the purchase
accounting  adjustments  made  in  the  accompanying  financial  statements  are
preliminary.   Once  a  final  allocation  is  determined,  in  accordance  with
accounting  principles  generally  accepted in the United States,  any remaining
excess of the investment over  identifiable net assets acquired will be adjusted
through goodwill.

Holdings Inc. has pushed down its purchase  accounting  to Birds Eye Foods.  The
preliminary  excess  investment  made by  Holdings  Inc.  over  the  preliminary
estimates of the fair value of the  identifiable  assets and  liabilities of the
Company as of the Closing Date was approximately  $27.9 million and is reflected
as goodwill in the accompanying unaudited consolidated balance sheet as of March
29, 2003.

As of August 19, 2002,  management  has begun to assess and  formulate a plan to
exit certain  portions of its  business.  In  connection  with the  Transaction,
management  determined  that  initially  approximately  171  employees  will  be
terminated and has announced the benefit arrangements to those employees.  These
activities  surround the Company's  decision to exit the popcorn and  applesauce
businesses and complete the  relocation of its marketing  function to Rochester,
New York. As a result,  approximately  $1.9 million in severance costs and other
related exit costs have been accrued for in purchase  accounting  in  accordance
with Emerging  Issues Task Force ("EITF") 95-3,  "Recognition  of Liabilities in
Connection with a Purchase Business Combination." Approximately $0.7 million has
been liquidated as of March 29, 2003.

In February 2003, also in connection with the Transaction, the Company announced
that it would be closing and downsizing six vegetable processing  facilities and
consolidating  production  over the next 4 to 15 months to create more efficient
facilities.  The announcement was in furtherance of the final formulation of the
exit  plan.  The  facilities   impacted  include  those  in  Barker,  New  York;
Bridgeville,  Delaware; Green Bay, Wisconsin; Oxnard, California;  Uvalde, Texas
and the fresh production operation at Montezuma, Georgia. Subsequent to closure,
the Company  intends to dispose of these  properties.  In connection  with these
closings,  257 full time production  employees have been notified of termination
and their  benefit  arrangements.  Additional  costs to  complete  the exit plan
include facility closure costs,  lease penalties,  and contractual  cancellation
and  termination  fees. The following  table  reflects the amount  recorded as a
liability for the exit plan to downsize six vegetable  processing  facilities as
well as costs recorded against the liability as of March 29, 2003:

                                     Contractual           Severance
                                    Penalties and             and
                                     Other Costs         Related Costs
                                    --------------       -------------
Initial liability                     $  6.2                $  2.3
Utilization                             (0.8)                  0.0
                                      ------                ------
Balance at March 29, 2003             $  5.4                $  2.3
                                      ======                ======

Management has not yet completed the exit plan, and as a result, the outline of
the exit plan is considered preliminary. Accordingly, upon completion and
execution of the plan, certain assets may be sold or impaired and certain
liabilities may be incurred which could result in additional adjustments to the
values assigned to such items in purchase accounting. Management anticipates the
final formulation of the plan will be completed within the next three months.

The following unaudited pro forma financial information presents a summary of
consolidated results of operations of the Company as if the Transaction had
occurred at the beginning of the periods presented.
<TABLE>
(Dollars in Thousands)
<CAPTION>
                                            Predecessor            Predecessor          Predecessor
                                          June 30, 2002 -      Three Months Ended    Nine Months Ended
                                          August 18, 2002        March 30, 2002        March 30, 2002
                                          ----------------     ------------------    ------------------

<S>                                       <C>                      <C>                   <C>
Net Sales                                 $   101,664              $  240,697            $  774,471
Income before discontinued operations             778                   8,534                25,765
Net Income                                        483                   7,643                23,250
</TABLE>
These  unaudited pro forma results have been prepared for  comparative  purposes
only  and  primarily   include   adjustments   for  interest   expense,   taxes,
depreciation,  the fair values of operating leases, income from the Transitional
Services  Agreement with Pro-Fac and the elimination of the historical  share of
income or loss that has been recorded.  Included in pro forma net income for the
nine months ended March 30, 2002 are items of approximately $2.6 million related
to restructuring expense and a $2.5 million gain from pension curtailment. These
results do not  purport to be  indicative  of the  results of  operations  which
actually  would have resulted had the  Transaction  occurred at the beginning of
the 2002 fiscal year, or of the future operations of the successor company.
<PAGE>
NOTE 3. DISCONTINUED OPERATIONS

As of August 19, 2002,  the Company  committed to a plan to sell the popcorn and
applesauce  operations  previously  reported  in the snack  and fruit  segments,
respectively,  and completed  these  transactions in the third quarter of fiscal
2003.  The  implementation  of SFAS No. 144 resulted in the  classification  and
separate financial  presentation of those businesses as discontinued  operations
and their operations are, therefore,  excluded from continuing  operations.  All
prior  periods have been  reclassified  to reflect the  discontinuance  of these
operations.

In  addition,  having met the  criteria  outlined in SFAS No.  144,  the Company
reclassified certain assets relating to the popcorn and applesauce businesses to
assets  held for sale,  and,  in  accordance  with  SFAS No.  144,  the  Company
reclassified the prior period balances.  Also,  included in assets held for sale
are facilities located in Alamo, Texas; Enumclaw,  Washington;  Sodus, Michigan;
Hortonville,  Wisconsin;  and Alton, New York which are being actively  marketed
for sale within the fiscal year.

The major classes of discontinued assets included in the Consolidated Balance
Sheets as assets held for sale at net realizable value are as follows:

                                        Successor             Predecessor
(Dollars in Thousands)               March 29, 2003          June 29, 2002
                                     --------------          -------------

Inventories                            $     221                $  2,570
Property, plant and equipment, net         5,750                   6,176
                                       ---------                --------
   Total                               $   5,971                $  8,746
                                       =========                ========

The operating results of those businesses identified as held for sale have been
classified as discontinued operations in the accompanying financial statements
and are summarized as follows:
<TABLE>
                                                                             Nine Months Ended
                                      Three Months Ended            ------------------------------------
                               --------------------------------        Successor          Predecessor        Predecessor
                                  Successor        Predecessor      August 19, 2002 -    June 30, 2002 -  Nine Months Ended
                               March 29, 2003    March 30, 2002      March 29, 2003     August 18, 2002     March 30, 2002
                               --------------    --------------     ----------------    ----------------  -----------------
<S>                             <C>                 <C>                 <C>               <C>                <C>
Net Sales                       $ 2,716             $ 4,189             $  8,333           $ 2,063            $ 14,196
                                =======             =======             ========           =======            ========

Loss before income taxes        $    (2)            $(1,461)            $ (2,620)          $  (500)           $ (4,374)
Income tax benefit                    1                 570                1,048               205               1,859
                                -------             -------             --------           -------            --------
Discontinued operations,
  net of a tax benefit          $    (1)            $  (891)            $ (1,572)          $  (295)           $ (2,515)
                                =======             =======             ========           =======            ========
</TABLE>
NOTE 4. GREAT LAKES KRAUT COMPANY, LLC TRANSACTION

Birds Eye Foods owned a 50 percent  interest in Great Lakes Kraut  Company,  LLC
("GLK")  and  reached an  agreement  with  Flanagan  Brothers,  Inc.  ("Flanagan
Brothers")  to  effect  a  transfer  of  the  operating  business  of  GLK  to a
newly-formed  subsidiary of Flanagan Brothers the other 50 percent owner of GLK,
pursuant  to certain  "buy-sell"  provisions  of the limited  liability  company
agreement of GLK (the "GLK Transaction"). In the GLK Transaction, a newly-formed
subsidiary of Birds Eye Foods,  GLK Holdings,  Inc.,  invested  $11.1 million in
GLK, which was used to reduce the debt of GLK. Flanagan  Brothers  exchanged its
interest  in GLK in  return  for a  transfer  to a  newly-formed  subsidiary  of
Flanagan  Brothers of all of the operating  assets of GLK and the  assumption of
all liabilities relating to the business of GLK. At the closing, GLK repaid $5.2
million  to Birds Eye Foods for  certain  working  capital  loans made to GLK by
Birds Eye Foods.  After the GLK  Transaction,  Birds Eye Foods and GLK  Holdings
Inc. own 100 percent of GLK which has been renamed GLK, LLC and will continue to
own the  subordinated  promissory note of Birds Eye Foods and certain  operating
assets or subsidiaries of Birds Eye Foods to be transferred. The GLK Transaction
closed  effective  March  2,  2003.  As a  result  of the GLK  Transaction,  the
Subordinated  Promissory  Note of Birds Eye Foods,  the Company's  investment in
GLK, and all working capital advances to GLK were eliminated.

NOTE 5. AGREEMENTS WITH PRO-FAC

In connection  with the  Transaction,  Birds Eye Foods and Pro-Fac  entered into
several agreements effective as of the Closing Date, including the following:

(i)  Termination  Agreement.  Pro-Fac and Birds Eye Foods  entered into a letter
agreement dated as of the Closing Date (the "Termination  Agreement"),  pursuant
to which, among other things,  the marketing and facilitation  agreement between
Pro-Fac and Birds Eye Foods (the "Old  Marketing  and  Facilitation  Agreement")
which,   until  the  Closing  Date,   governed  the  crop  supply  and  purchase
relationship  between  Birds Eye  Foods and  Pro-Fac,  has been  terminated.  In
consideration  of  such  termination,   Birds  Eye  Foods  will  pay  Pro-Fac  a
termination fee of $10.0 million per year for five years,  provided that certain
ongoing  conditions are met,  including  maintaining  grower  membership  levels
sufficient to generate  certain  minimum crop supply.  The $10.0 million payment
will be paid in quarterly  installments as follows: $4.0 million on each July 1,
<PAGE>
and $2.0  million  each on  October 1,  January 1, and April 1. The  Termination
Agreement  outlined  that the first payment in the amount of $4.0 million was to
be paid on the Closing  Date and the next  payment to be made by October 1, 2002
and  quarterly  thereafter  as  outlined.  The  liability  for  the  Termination
Agreement has been  reflected at fair value  utilizing a discount rate of 11 1/2
percent. The amount of the obligation under the Termination  Agreement was $33.9
million as of March 29, 2003.

(ii) Amended and Restated  Marketing  and  Facilitation  Agreement.  Pro-Fac and
Birds Eye Foods entered into an amended and restated  marketing and facilitation
agreement dated as of the Closing Date (the "Amended and Restated  Marketing and
Facilitation  Agreement").  The Amended and Restated  Marketing and Facilitation
Agreement  replaces the Old  Marketing and  Facilitation  Agreement and provides
that, among other things, Pro-Fac will be Birds Eye Foods' preferred supplier of
crops.  Birds Eye Foods will continue to pay the commercial market value ("CMV")
of crops  supplied by Pro-Fac,  in  installments  corresponding  to the dates of
payment by Pro-Fac to its  members  for crops  delivered.  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 areas.  The processes for  determining CMV under the Amended and Restated
Marketing and Facilitation Agreement are substantially the same as the processes
used under the Old Marketing and  Facilitation  Agreement.  Birds Eye Foods will
make payments to Pro-Fac of an estimated CMV for a particular crop year, subject
to  adjustments  to  reflect  the  actual  CMV  following  the end of such year.
Commodity  committees  of Pro-Fac will meet with Birds Eye Foods  management  to
establish  CMV  guidelines,  review  calculations,  and  report  to a joint  CMV
committee  of Pro-Fac  and Birds Eye Foods.  Amounts  paid by Birds Eye Foods to
Pro-Fac for the CMV of crops  supplied  for the nine months ended March 29, 2003
and March 30, 2002 were $56.1 million and $70.1 million, respectively.

Unlike the Old Marketing and  Facilitation  Agreement,  the Amended and Restated
Marketing and  Facilitation  Agreement does not permit Birds Eye Foods to offset
its losses from products supplied by Pro-Fac or require it to share with Pro-Fac
its profits  and it does not require  Pro-Fac to reinvest in Birds Eye Foods any
part of Pro-Fac's  patronage  income.  Under the Old Marketing and  Facilitation
Agreement,  in any year in which the Company had earnings on products which were
processed  from crops  supplied by  Pro-Fac,  the  Company  paid 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 had losses on crops supplied by Pro-Fac,
the Company  reduced the CMV 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 (before dividing with Pro-Fac).  Additional patronage income was paid to
Pro-Fac for services  provided to Birds Eye 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 were  determined  at the end of the fiscal  year,  but were accrued on an
estimated  basis during the year.  For the three and nine months ended March 30,
2002,   Pro-Fac's   share  of  income  was  $3.8  million  and  $12.9   million,
respectively.

The Amended and Restated Marketing and Facilitation Agreement also provides that
Birds Eye Foods  will  continue  to  provide to  Pro-Fac  services  relating  to
planning,  consulting,  sourcing and harvesting  crops from Pro-Fac members in a
manner consistent with past practices.  In addition,  for a period of five years
from the Closing Date, Birds Eye Foods may provide Pro-Fac with services related
to the expansion of the market for the agricultural  products of Pro-Fac members
(at no cost to Pro-Fac other than  reimbursement of Birds Eye Foods' incremental
and  out-of-pocket  expenses  related to providing such services as agreed to by
Pro-Fac and Birds Eye Foods).

Under the Amended and Restated Marketing and Facilitation  Agreement,  Birds Eye
Foods  determines  the amount of crops which Birds Eye Foods will  acquire  from
Pro-Fac  for each crop year.  If the amount to be  purchased  by Birds Eye Foods
during a particular crop year does not meet (i) a defined crop amount and (ii) a
defined target  percentage of Birds Eye's needs for each  particular  crop, then
certain shortfall  payments are made by Birds Eye Foods to Pro-Fac.  The defined
crop amounts and targeted  percentages are set based upon the needs of Birds Eye
Foods in the 2001 crop year (fiscal 2002). The shortfall  payment  provisions of
the agreement  include a maximum  shortfall  payment,  determined for each crop,
that  can be paid  over the  term of the  Amended  and  Restated  Marketing  and
Facilitation  Agreement.  The aggregate  shortfall payment amounts for all crops
covered  under the  agreement  cannot  exceed $20.0 million over the term of the
agreement.

The Amended and Restated Marketing and Facilitation  Agreement may be terminated
by Birds Eye Foods in  connection  with certain  change in control  transactions
affecting Birds Eye Foods or Holdings Inc.; provided, however, that in the event
that any such  change in control  occurs  during the first three years after the
Closing  Date,  Birds Eye Foods must pay to Pro-Fac a  termination  fee of $20.0
million  (less the total amount of any  shortfall  payments  previously  paid to
Pro-Fac under the Amended and Restated  Marketing and  Facilitation  Agreement).
Also,  if, during the first three years after the Closing Date,  Birds Eye Foods
sells  one or more  portions  of its  business,  and if the  purchaser  does not
continue  to purchase  the crops  previously  purchased  by Birds Eye Foods with
respect  to the  transferred  business,  then such  failure  will be taken  into
consideration  when  determining  if Birds  Eye  Foods is  required  to make any
shortfall payments to Pro-Fac. After such three-year period, Birds Eye Foods may
sell portions of its business and the volumes of crop purchases  previously made
by Birds Eye Foods with respect to such transferred business will be disregarded
for purposes of determining shortfall payments.
<PAGE>
(iii) Transitional Services Agreement.  Pro-Fac and Birds Eye Foods entered into
a transitional services agreement (the "Transitional  Services Agreement") dated
as of the Closing Date,  pursuant to which Birds Eye Foods will provide  Pro-Fac
certain  administrative  and other  services  for a period of 24 months from the
Closing Date. Birds Eye Foods will generally  provide such services at no charge
to Pro-Fac,  other than reimbursement of the incremental and out-of-pocket costs
associated with performing those services for Pro-Fac. The value of the services
to be provided to Pro-Fac has been estimated at approximately $1.1 million.  The
amount of the obligation  outstanding under the Transitional  Services Agreement
as of March 29,  2003 was $0.7  million.  This  obligation  will be reduced on a
straight-line basis over the term of the agreement and as services are provided.
Also pursuant to the  Transitional  Services  Agreement,  the general manager of
Pro-Fac may also be an employee of Birds Eye Foods, in which case he will report
to the chief executive officer of Birds Eye Foods with respect to his duties for
Birds Eye Foods,  and to the Pro-Fac  board of directors  with respect to duties
performed by him for Pro-Fac.  All other individuals  performing  services under
the Transitional  Services  Agreement report only to the chief executive officer
(or other representatives) of Birds Eye Foods.

(iv) Credit  Agreement.  Birds Eye Foods and Pro-Fac  have entered into a Credit
Agreement,  dated  August 19, 2002 (the "Credit  Agreement"),  pursuant to which
Birds Eye Foods has agreed to make  available  to Pro-Fac  loans in an aggregate
principal  amount of up to $5.0  million  (the  "Credit  Facility").  Pro-Fac is
permitted  to draw down up to $1.0  million per year under the Credit  Facility,
unless Birds Eye Foods is prohibited  from making such advances  under the terms
of certain third party indebtedness of Birds Eye Foods. The amount of the Credit
Facility will be reduced, on a dollar-for-dollar basis, to the extent of certain
distributions  made by Holdings  LLC to Pro-Fac in respect of its  ownership  in
Holdings  LLC.  Pro-Fac has pledged all of its Class B Common  Units in Holdings
LLC as security  for advances  under the Credit  Facility.  The Credit  Facility
bears interest at the rate of 10 percent per annum. As of March 29, 2003,  there
was $0.1 million outstanding under this Credit Agreement.

In addition,  prior to the  Transaction,  certain amounts totaling $36.5 million
owed by Pro-Fac to Birds Eye Foods were forgiven,  including both borrowings for
the working capital needs of Pro-Fac and a $9.4 million demand receivable.

NOTE 6.       INVENTORIES

The major classes of inventories are as follows:

(Dollars in Thousands)
                                           Successor         Predecessor
                                           March 29,           June 29,
                                              2003               2002
                                           ----------        -----------

Finished goods                             $  236,836        $  264,770
Raw materials and supplies                     21,301            26,975
                                           ----------        ----------
   Total inventories                       $  258,137        $  291,745
                                           ==========        ==========

NOTE 7. ACCOUNTING FOR GOODWILL AND INTANGIBLE ASSETS

In June 2001,  the FASB  issued  SFAS No. 142,  "Goodwill  and Other  Intangible
Assets." SFAS No. 142 requires  that  goodwill not be amortized,  but instead be
tested at least annually for impairment and expensed  against  earnings when its
implied fair value is less than its carrying amount.

As of March 29,  2003 the  amounts  assigned to  goodwill  and  intangibles  are
preliminary as not all  valuations,  exit plans,  and other studies,  which will
provide  the basis for the  allocation  of fair value to assets and  liabilities
have progressed to a stage where there is sufficient information to make a final
allocation in the accompanying  financial  statements.  In addition,  the amount
assigned to  goodwill  has not yet been  allocated  to the  Company's  operating
segments due to the preliminary nature of this information.

As outlined in SFAS No. 142, certain  intangibles  with a finite life,  however,
are required to continue to be amortized.  These intangibles are being amortized
on a  straight-line  basis  over  approximately  1 to 14  years.  The  following
schedule sets forth the major classes of intangible assets held by the Company:

(Dollars in Thousands)
                                            Successor        Predecessor
                                            March 29,          June 29,
                                              2003               2002
                                            ---------         ----------
Amortized intangibles:
   Covenants not to compete                 $    754          $  2,478
   Other                                      10,406            12,000
     Less:  accumulated amortization            (717)           (3,173)
                                            --------          --------

   Amortized intangibles, net                 10,443            11,305
Unamortized intangibles:
   Trademarks                                200,000                 0
                                            --------          --------
     Total intangible assets, net           $210,443          $ 11,305
                                            ========          ========
<PAGE>
The aggregate amortization expense associated with intangible assets was
approximately $0.3 million for the successor period for the three months ended
March 29, 2003, and $0.7 million for the successor period August 19, 2002
through March 29, 2003. The aggregate amortization expense was $0.1 million for
the predecessor period June 30, 2002 through August 18, 2002, and $0.3 million
and $0.9 million for the predecessor three months and nine months ended March
30, 2002, respectively. The aggregate amortization expense for each of the five
succeeding fiscal years is estimated as follows:

(Dollars in Thousands)

                           Aggregate
                            Annual
Fiscal                   Amortization
 Year                      Expense
------                   ------------

 2004                     $    915
 2005                          891
 2006                          891
 2007                          760
 2008                          752

NOTE 8.       DEBT

Summary of Long-Term Debt:

(Dollars in Thousands)

                                                     Successor    Predecessor
                                                     March 29,      June 29,
                                                       2003           2002
                                                    -----------   ------------

Revolving Credit Facility                           $        0    $       0
Term Loan Facility                                     269,325      400,800
Senior Subordinated Notes                              207,431      200,015
Subordinated Promissory Note (net of discount)               0       32,696
Other                                                    3,845        4,462
                                                    ----------    ---------
Total debt                                             480,601      637,973
Less current portion                                    (6,521)     (14,916)
                                                    ----------    ---------
Total long-term debt                                $  474,080    $ 623,057
                                                    ==========    =========

Bank Debt: In connection  with the  Transaction,  Birds Eye Foods and certain of
its  subsidiaries  entered into a senior  secured  credit  facility (the "Senior
Credit  Facility") in the amount of $470.0 million with a syndicate of banks and
other  lenders  arranged by JPMorgan  Chase Bank  ("JPMorgan  Chase  Bank"),  as
administrative  and collateral agent. The Senior Credit Facility is comprised of
(i) a $200.0 million senior secured  revolving  credit  facility (the "Revolving
Credit  Facility")  and (ii) a $270.0  million  senior  secured B term loan (the
"Term Loan  Facility").  The  Revolving  Credit  Facility has a maturity of five
years and allows up to $40.0  million to be  available in the form of letters of
credit. The Term Loan Facility has a maturity of six years.

The Senior Credit  Facility  bears interest at the Company's  option,  at a base
rate or LIBOR plus,  in each case,  an applicable  percentage.  The  appropriate
applicable percentage  corresponds to the Company's Consolidated Leverage Ratio,
as defined by the senior credit agreement (the "Senior Credit  Agreement"),  and
is adjusted  quarterly  based on the  calculation of the  Consolidated  Leverage
Ratio.  As of March 29, 2003,  the Senior Credit  Facility bears interest in the
case of base rate loans at the base rate plus (i) 1.25  percent  for loans under
the Revolving  Credit  Facility,  and (ii) 1.75 percent for loans under the Term
Loan  Facility or in the case of LIBOR loans at LIBOR plus (i) 2.25  percent for
loans under the Revolving  Credit Facility and (ii) 2.75 percent for loans under
the Term Loan Facility.  The initial  unused  commitment fee is 0.375 percent on
the daily average  unused  commitment  under the Revolving  Credit  Facility and
varies based on the Company's Consolidated Leverage Ratio, as defined.

Commencing  December 31, 2002, the Term Loan Facility requires payments in equal
quarterly  installments  in the amount of $675,000  until its final  maturity in
August 2008 upon which the balance will be due.  The Term Loan  Facility is also
subject to  mandatory  prepayments  under  various  scenarios  as defined in the
Senior Credit Agreement.  Provisions of the Senior Credit Agreement require that
annual  payments,  within 105 days  after the end of each  fiscal  year,  in the
amount of  "excess  cash  flow" be  utilized  to  prepay  the  commitment  at an
applicable  percentage that corresponds to the Company's  Consolidated  Leverage
Ratio.
<PAGE>
The Senior Credit Facility contains customary  covenants and restrictions on the
Company's  activities,  including  but not  limited to: (i)  limitations  on the
incurrence of  indebtedness;  (ii) limitations on  sale-leaseback  transactions,
liens, investments, loans, advances, guarantees,  acquisitions, asset sales, and
certain  hedging   agreements;   and  (iii)  limitations  on  transactions  with
affiliates  and other  distributions.  The Senior Credit  Facility also contains
financial  covenants which provide for a maximum average debt to EBITDA ratio, a
maximum  average  senior debt to EBITDA ratio,  and a minimum EBITDA to interest
expense ratio.  The Company is in compliance  with all covenants,  restrictions,
and requirements under the terms of the Senior Credit Facility.  The proceeds of
the Term Loan  Facility and  borrowings  under the  Revolving  Credit  Facility,
together  with  Vestar's  $175.0  million  investment,  were  used to repay  and
terminate Birds Eye Foods'  indebtedness under its senior credit facilities with
Harris  Trust and Savings Bank and the lenders  thereunder,  to  consummate  the
Transaction, and to pay related fees and expenses incurred in the Transaction.

Senior  Subordinated  Notes:  Birds Eye Foods has outstanding  $200.0 million of
11-7/8 percent Senior Subordinated Notes (the "Notes"),  due 2008. In connection
with the  Transaction,  the Company  recorded the Notes at estimated fair value,
$208.2 million.  The $8.2 million premium is being  amortized  against  interest
expense over the life of the Notes.

Subordinated  Promissory Note: The Subordinated  Promissory Note balance at June
29, 2002 represents debt to GLK,  originally a joint venture between the Company
and Flanagan  Brothers.  Birds Eye Foods owned a 50 percent  interest in GLK and
reached  an  agreement  with  Flanagan  Brothers  to  effect a  transfer  of the
operating business of GLK to a newly-formed subsidiary of Flanagan Brothers, the
other 50 percent owner of GLK, pursuant to certain "buy-sell"  provisions of the
limited  liability  company  agreement  of  GLK.  In  the  GLK  Transaction,   a
newly-formed  subsidiary of Birds Eye Foods, GLK Holdings,  Inc., invested $11.1
million  in GLK,  which was used to reduce  the debt of GLK.  Flanagan  Brothers
exchanged  its  interest  in GLK in  return  for a  transfer  to a newly  formed
subsidiary of Flanagan  Brothers of all of the  operating  assets of GLK and the
assumption of all  liabilities  relating to the business of GLK. At the closing,
GLK repaid $5.2  million to Birds Eye Foods for certain  working  capital  loans
made to GLK by Birds Eye Foods.  After the GLK Transaction,  Birds Eye Foods and
GLK Holdings  Inc.  own 100 percent of GLK,  which has been renamed GLK, LLC and
will  continue to own the  Subordinated  Promissory  Note of Birds Eye Foods and
certain  operating  assets or subsidiaries of Birds Eye Foods to be transferred.
The GLK  Transaction  closed  effective  March 2,  2003.  As a result of the GLK
Transaction,  the Subordinated  Promissory Note, the Company's investment in GLK
and all working capital advances to GLK were eliminated.

NOTE 9. OPERATING SEGMENTS

The  Company  is  organized  by  product  line for  management  reporting.  The
Company's four primary operating  segments are as follows:  vegetables,  fruits,
snacks, and canned meals.

The  vegetable  product  line  consists of canned and frozen  vegetables,  chili
beans,  and  various  other  products.  Branded  products  within the  vegetable
category include Birds Eye, Birds Eye Voila!,  Birds Eye Simply Grillin',  Birds
Eye Hearty Spoonfuls, 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 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,   and  Flavor
Destinations. The canned meal product line includes canned meat products such as
chilies,  stew, soups, and various other  ready-to-eat  prepared meals.  Branded
products  within the canned meal category  include  Nalley.  The Company's other
product lines primarily  represent salad dressings.  Branded products within the
other category include Bernstein's and Nalley.
<PAGE>
<TABLE>
The following table illustrates the Company's operating segment information:

(Dollars in Millions)
<CAPTION>

                                                                                      Nine Months Ended
                                                    Three Months Ended         ---------------------------------
                                               -------------------------------     Successor       Predecessor       Predecessor
                                                 Successor       Predecessor   August 19, 2002-   June 30, 2002-  Nine Months Ended
                                               March 29, 2003   March 30, 2002  March 29, 2003    August 18, 2002    March 30, 2002
                                               --------------   -------------- -----------------  --------------- -----------------
<S>                                              <C>             <C>             <C>                 <C>              <C>
Net Sales:
   Vegetables                                    $  162.2        $  180.8        $   435.5           $   69.5         $  568.1
   Fruits                                            18.3            19.5             67.3               12.2             83.6
   Snacks                                            19.0            18.5             47.8               10.6             58.1
   Canned Meals                                      13.1            12.7             31.9                4.5             37.0
   Other                                              7.9             9.2             18.9                4.9             27.6
                                                 --------        --------        ---------           --------         --------
Total continuing segments                        $  220.5        $  240.7        $   601.4           $  101.7         $  774.4
                                                 ========        ========        =========           ========         ========
Operating income:
   Vegetables                                    $   12.2        $   16.8        $    35.1           $    3.8         $   48.9
   Fruits                                             3.8             3.4             20.0                2.4             17.1
   Snacks                                             1.5             1.7              5.6                1.5              6.9
   Canned Meals                                       0.7             1.6              2.6                0.3              5.5
   Other                                              0.9             1.2              2.1                0.4              2.5
Corporate charges*                                    0.0             0.0              0.0                0.0             (2.7)
                                                 --------        --------        ---------           --------         --------
Operating income before nonrecurring items           19.1            24.7             65.4                8.4             78.2
Gain from pension curtailment                         0.0             0.0              0.0                0.0              2.5
                                                 --------        --------        ---------           --------         --------
Operating income before dividing with Pro-Fac        19.1            24.7             65.4                8.4             80.7
Interest expense                                    (12.7)          (15.7)           (31.3)              (7.8)           (50.7)
                                                 --------        --------        ---------           --------         --------
Pretax income from continuing operations
and before dividing with Pro-Fac                 $    6.4        $    9.0        $    34.1           $    0.6         $   30.0
                                                 ========        ========        =========           ========         ========
<FN>
*    Corporate charges represent  restructuring expenses which are not allocated
     to individual segments. See NOTE 11 to the "Notes to Consolidated Financial
     Statements."
</FN>
</TABLE>
NOTE 10. GUARANTEES AND INDEMNIFICATIONS

In  certain  instances  when Birds Eye Foods  sells  businesses  or assets,  the
Company  may  retain  certain   liabilities  for  known  exposures  and  provide
indemnification  to the buyer with respect to future claims for certain  unknown
liabilities existing, or arising from events occurring,  prior to the sale date,
including liabilities for taxes, legal matters,  environmental exposures,  labor
contingencies,  product  liability,  and  other  obligations.  The  terms of the
indemnifications vary in duration,  from one to three years for certain types of
indemnities, to terms for tax indemnifications that are generally aligned to the
applicable  statute  of  limitations  for the  jurisdiction  in which the tax is
imposed,  and to terms for certain  liabilities  (i.e.,  warranties of title and
environmental  liabilities) that typically do not expire.  The maximum potential
future  payments  that  the  Company  could  be  required  to make  under  these
indemnifications  are  either  contractually  limited to a  specified  amount or
unlimited.  The maximum  potential  future  payments  that the Company  could be
required to make under these indemnifications are not determinable at this time,
as any future  payments would be dependent on the type and extent of the related
claims, and all relevant defenses, which are not estimable.  Historically, costs
incurred  to  resolve  claims  related to these  indemnifications  have not been
material to the  Company's  financial  position,  results of  operations or cash
flows.

The Company  enters  into  agreements  with  indemnification  provisions  in the
ordinary course of business with its customers, suppliers, service providers and
business partners.  In such instances,  the Company usually  indemnifies,  holds
harmless  and agrees to reimburse  the  indemnified  party for claims,  actions,
liabilities,  losses  and  expenses  in  connection  with any  Birds  Eye  Foods
infringement of third party intellectual property or proprietary rights, or when
applicable,  in  connection  with  any  personal  injuries  or  property  damage
resulting  from  any  Birds  Eye  Foods'  products  sold or  services  provided.
Additionally,  the  Company  may from time to time agree to  indemnify  and hold
harmless its providers of services from claims, actions, liabilities, losses and
expenses  relating to their  services  to Birds Eye Foods,  except to the extent
finally  determined  to have resulted from the fault of the provider of services
relating  to such  services.  The  level of  conduct  constituting  fault of the
service  provider will vary from agreement to agreement and may include  conduct
which is defined in terms of negligence,  gross negligence,  willful misconduct,
<PAGE>
omissions  or  other  culpable  behavior.  The  term  of  these  indemnification
provisions are generally not limited. The maximum potential future payments that
the Company could be required to make under these indemnification provisions are
unlimited.  The maximum  potential  future  payments  that the Company  could be
required to make under these indemnification  provisions are not determinable at
this time, as any future  payments  would be dependent on the type and extent of
the related  claims,  and all  relevant  defenses  to the claims,  which are not
estimable.  Historically,  costs  incurred  to resolve  claims  related to these
indemnification  provisions  have not been material to the  Company's  financial
position, results of operations or cash flows.

The Company has by-laws, policies, and agreements under which it indemnifies its
directors and officers from liability for certain  events or  occurrences  while
the directors or officers are, or were,  serving at Birds Eye Foods'  request in
such  capacities.  Furthermore,  the  Company  is  incorporated  in the state of
Delaware,  which requires corporations to indemnify their officers and directors
under certain  circumstances.  The term of the indemnification period is for the
director's  or  officer's  lifetime.  The  maximum  potential  amount  of future
payments that the Company could be required to make under these  indemnification
provisions is unlimited,  but would be affected by all relevant  defenses to the
claims.

Birds Eye Foods  entered  into an  agreement to provide a guarantee in September
1995 on behalf of the City of  Montezuma  to renovate a sewage  treatment  plant
operated in Montezuma,  Georgia.  Birds Eye Foods issued a guarantee of the loan
in an original amount of  approximately  $3.3 million  including  interest.  The
guarantee  expires  in 2015  and  requires  payment  upon  the  occurrence  of a
shortfall in third-party  revenue from the  utilization of the sewage  treatment
plant. In the event of such shortfall,  Birds Eye Foods would be required to pay
the remainder of the loan for the City of Montezuma.  As of March 29, 2003,  the
outstanding loan amount,  including  interest,  was $2.1 million.  In connection
with the exit plan described in NOTE 2 to the "Notes to  Consolidated  Financial
Statements,"  a liability of  approximately  $1.4  million has been  recorded to
reflect  that  portion  associated  with  the  fresh  production  operations  of
Montezuma, Georgia.

Subsidiary Guarantors: Kennedy Endeavors,  Incorporated, GLK Holdings, Inc., and
Linden Oaks Corporation,  wholly-owned  subsidiaries of the Company ("Subsidiary
Guarantors"),  and Pro-Fac  (Pro-Fac files  periodic  reports under the Security
Exchange  Act  of  1934,  Commission  File  Number  0-20539)  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").  In addition,  the Subsidiary
Guarantors have jointly and severally,  fully and unconditionally guaranteed the
obligations of the Company with respect to the Company's Senior Credit Facility.
The  covenants in the Notes and the Senior  Credit  Facility do not restrict the
ability of the Subsidiary Guarantors to make cash distributions to the Company.

Presented below is condensed  consolidating  financial information for (i) Birds
Eye Foods, (ii) the subsidiary guarantors, and (iii) non-guarantor subsidiaries.
The condensed consolidating financial information has been presented to show the
nature of assets held, results of operations,  and cash flows of the Company and
its Subsidiary  Guarantors and  non-guarantor  subsidiaries  in accordance  with
Securities and Exchange Commission Financial Reporting Release No. 55.
<TABLE>

                                                                                    Successor
                                                                             Statement of Operations
                                                                        Three Months Ended March 29, 2003
                                                       ------------------------------------------------------------------------
                                                       Birds Eye    Subsidiary    Non-Guarantor     Eliminating
                                                       Foods, Inc.  Guarantors    Subsidiaries        Entries      Consolidated
                                                       -----------  ----------    -------------     -----------   -------------
(Dollars in Thousands)
<CAPTION>

<S>                                                    <C>          <C>             <C>              <C>            <C>
Net sales                                              $ 215,825    $    4,711      $  4,865         $ (4,865)      $ 220,536
Cost of sales                                           (169,570)       (3,196)       (4,536)           4,536        (172,766)
                                                       ---------    ----------      --------         --------       ---------
Gross profit/(loss)                                       46,255         1,515           329             (329)         47,770

Selling, administrative, and general expenses            (28,230)         (862)            0                0         (29,092)
Other (expense)/income                                   (11,407)       11,407           213             (213)              0
Income from former joint venture and subsidiaries            867           211             0             (687)            391
                                                       ---------    ----------      --------         --------       ---------
Operating income/(loss) before discontinued
   operations                                              7,485        12,271           542           (1,229)         19,069
Interest (expense)/income                                (15,581)        2,454           476                0         (12,651)
                                                       ---------    ----------      --------         --------       ---------
Pretax (loss)/income before discontinued operations       (8,096)       14,725         1,018           (1,229)          6,418
Tax benefit/(provision)                                    2,850        (5,293)         (125)               0          (2,568)
                                                       ---------    ----------      --------         --------       ---------
Net (loss)/income before discontinued operations          (5,246)        9,432           893           (1,229)          3,850

Discontinued operations (net of a tax benefit
    of $1)                                                    (1)            0             0                0              (1)
                                                       ---------    ----------      --------         --------       ---------
Net (loss)/income                                      $  (5,247)   $    9,432      $    893         $ (1,229)      $   3,849
                                                       =========    ==========      ========         ========       =========
</TABLE>
<PAGE>
<TABLE>
                                                                                   Successor
                                                                             Statement of Operations
                                                                        August 19, 2002 - March 29, 2003
                                                       ------------------------------------------------------------------------
                                                       Birds Eye    Subsidiary    Non-Guarantor     Eliminating
                                                       Foods, Inc.  Guarantors    Subsidiaries        Entries      Consolidated
                                                       -----------  ----------    -------------     -----------    ------------
(Dollars in Thousands)
<CAPTION>

<S>                                                    <C>            <C>          <C>               <C>              <C>
Net sales                                              $ 590,521      $ 10,835     $   10,437        $ (10,437)       $  601,356
Cost of sales                                           (450,336)       (7,076)        (9,074)           9,074          (457,412)
                                                       ---------      --------     ----------        ---------        ----------
Gross profit/(loss)                                      140,185         3,759          1,363           (1,363)          143,944
Selling, administrative, and general expenses            (78,195)       (2,046)             0                0           (80,241)
Other (expense)/income                                   (31,453)       31,453            345             (345)                0
Income from former joint venture and subsidiaries          2,246           211              0             (687)            1,770
                                                       ---------      --------     ----------        ---------        ----------
Operating income/(loss) before discontinued
   operations                                             32,783        33,377          1,708           (2,395)           65,473
Interest (expense)/income                                (37,857)        6,045            476                0           (31,336)
                                                       ---------      --------     ----------        ---------        ----------
Pretax (loss)/income before discontinued operations       (5,074)       39,422          2,184           (2,395)           34,137
Tax benefit/(provision)                                      845       (14,147)          (352)               0           (13,654)
                                                       ---------      --------     ----------        ---------        ----------
Net (loss)/income before discontinued operations          (4,229)       25,275          1,832           (2,395)           20,483
Discontinued operations (net of a tax benefit
   of $1,048)                                             (1,572)            0              0                0            (1,572)
                                                       ---------      --------     ----------        ---------        ----------
Net (loss)/income                                      $  (5,801)     $ 25,275     $    1,832        $  (2,395)       $   18,911
                                                       =========      ========     ==========        =========        ==========
</TABLE>
<TABLE>

                                                                                   Predecessor
                                                                             Statement of Operations
                                                                        June 30, 2002 - August 18, 2002
                                                       -----------------------------------------------------------------------
                                                       Birds Eye    Subsidiary    Non-Guarantor    Eliminating
                                                       Foods, Inc.  Guarantors    Subsidiaries       Entries      Consolidated
                                                       -----------  ----------    -------------    -----------    ------------

(Dollars in Thousands)
<CAPTION>
<S>                                                     <C>           <C>          <C>              <C>            <C>
Net sales                                               $  99,188     $ 2,476      $  1,069         $ (1,069)      $ 101,664
Cost of sales                                             (76,505)     (1,611)       (1,432)           1,432         (78,116)
                                                        ---------     -------      ---------        ---------       ---------
Gross profit/(loss)                                        22,683         865          (363)             363          23,548
Selling, administrative, and general expenses             (14,946)       (488)            0                0         (15,434)
Other (expense)/income                                     (5,507)      5,507            41              (41)              0
Income from former joint venture and subsidiaries             277           0             0                0             277
                                                        ---------     -------      --------         --------       ---------
Operating income/(loss) before
   discontinued operations                                  2,507       5,884          (322)             322           8,391
Interest (expense)/income                                  (9,069)      1,322             0                0          (7,747)
                                                        ---------     -------      --------         --------       ---------
Pretax (loss)/income before discontinued operations        (6,562)      7,206          (322)             322             644
Tax benefit/(provision)                                     2,354      (2,572)          (46)               0            (264)
                                                        ---------     -------      --------         --------       ---------
Net (loss)/income before discontinued operations           (4,208)      4,634          (368)             322             380
Discontinued operations (net of a tax benefit of $205)       (295)          0             0                0            (295)
                                                        ---------     -------      --------         --------       ---------
Net (loss)/income                                       $  (4,503)    $ 4,634      $   (368)        $   322        $      85
                                                        =========     =======      ========         ========       =========
</TABLE>
<PAGE>
<TABLE>

                                                                                    Successor
                                                                                  Balance Sheet
                                                                                 March 29, 2003
                                                       ------------------------------------------------------------------------
                                                       Birds Eye    Subsidiary    Non-Guarantor     Eliminating
                                                       Foods, Inc.  Guarantors    Subsidiaries        Entries      Consolidated
                                                       -----------  ----------    -------------     -----------    ------------

(Dollars in Thousands)
<S>                                                   <C>            <C>           <C>               <C>            <C>
Assets
   Cash and cash equivalents                          $   75,422     $    246      $    717          $       0      $   76,385
   Accounts receivable, net                               67,636        2,983           121                  0          70,740
   Inventories -
     Finished goods                                      236,414          387            35                  0         236,836
     Raw materials and supplies                           20,788          421            92                  0          21,301
                                                      ----------      -------       -------          ---------      ----------
       Total inventories                                 257,202          808           127                  0         258,137

   Other current assets                                   39,934           62           689                  0          40,685
                                                      ----------      -------       -------          ---------      ----------

       Total current assets                              440,194        4,099         1,654                  0         445,947

   Property, plant and equipment, net                    208,761        3,973         3,454                  0         216,188
   Investment in subsidiaries                            347,475       11,311             0           (358,786)              0
   Goodwill and other intangible assets, net              28,449      209,938             0                  0         238,387
   Other assets                                           33,658      104,400        25,476           (129,576)         33,958
                                                      ----------     --------      --------          ---------       ---------
       Total assets                                   $1,058,537     $333,721      $ 30,584          $(488,362)      $ 934,480
                                                      ==========     ========      ========          =========       =========

Liabilities and Shareholder's Equity
   Current portion of long-term debt                  $    6,521     $     0       $      0         $        0       $   6,521
   Current portion of Termination and Transitional
     Services Agreements with Pro-Fac
     Cooperative, Inc.                                     9,339             0            0                  0           9,339
   Accounts payable                                       38,636           612          195                  0          39,443
   Accrued interest                                       10,928             0            0                  0          10,928
   Intercompany loans                                      2,198        (2,198)           0                  0               0
   Other current liabilities                              75,789         5,752        1,158                  0          82,699
                                                      ----------     ---------      -------          ---------      ----------
       Total current liabilities                         143,411         4,166        1,353                  0         148,930
   Long-term debt                                        499,556             0            0            (25,476)        474,080
   Long-term portion of Termination and
     Transitional Services Agreements
     with Pro-Fac Cooperative, Inc.                       25,299             0            0                  0          25,299
   Other non-current liabilities                         169,514             0            0           (104,100)         65,414
                                                      ----------     ---------     -------          ---------      ----------

       Total liabilities                                 837,780         4,166        1,353           (129,576)        713,723

   Shareholder's equity                                  220,757       329,555       29,231           (358,786)        220,757
                                                      ----------     ---------      -------          ---------      ----------

       Total liabilities and shareholder's equity     $1,058,537     $ 333,721     $ 30,584         $ (488,362)      $ 934,480
                                                      ==========     =========     ========          =========       =========
</TABLE>

<PAGE>
<TABLE>
                                                                                      Successor
                                                                                Statement of Cash Flows
                                                                           August 19, 2002 - March 29, 2003
                                                           ------------------------------------------------------------------------
                                                            Birds Eye   Subsidiary    Non-Guarantor     Eliminating
                                                           Foods, Inc.  Guarantors    Subsidiaries        Entries      Consolidated
                                                           -----------  ----------    -------------     -----------    ------------

(Dollars in Thousands)
<CAPTION>
<S>                                                        <C>          <C>             <C>             <C>             <C>
Cash Flows From Operating Activities:
   Net (loss)/income                                       $  (5,801)   $ 25,275        $  1,832        $ (2,395)       $  18,911
   Adjustments to reconcile net (loss)/income to cash
     provided by/(used in) operating activities -
       Depreciation                                           14,777         258             181               0           15,216
       Amortization of certain intangible assets                 249         469               0               0              718
       Amortization of debt issue costs, amendment costs,
         debt discounts and premiums, and interest in-kind     7,897           0            (476)              0            7,421
       Transitional Services Agreement with
         Pro-Fac Cooperative, Inc.                              (323)          0               0               0             (323)
       Equity in undistributed earnings of former joint
         venture and subsidiaries                             (1,585)       (211)              0             687           (1,109)
       Change in working capital                              63,442      (5,323)         (1,822)          1,708           58,005
                                                           ---------    --------        --------        --------        ---------
Net cash provided by/(used in) operating activities           78,656      20,468            (285)              0           98,839

Cash Flows From Investing Activities:
   Purchase of property, plant, and equipment                 (9,104)          0            (226)              0           (9,330)
   Proceeds from disposal                                        402           0               5               0              407
   Repayments from joint venture                               6,169           0               0               0            6,169
   Proceeds from investment in CoBank                          2,203           0               0               0            2,203
   Proceeds from the GLK Transaction                          13,900           0               0               0           13,900
   Investment in GLK, LLC                                          0     (11,100)              0          11,100                0
   Dividends received                                         20,280           0               0         (20,280)               0
                                                           ---------    --------        --------        --------        ---------
Net cash provided by/(used in)  investing activities          33,850     (11,100)           (221)         (9,180)          13,349

Cash Flows From Financing Activities:
   Proceeds from issuance of long-term debt                  270,000           0               0               0          270,000
   Birds Eye Holdings Inc. investment                        175,597           0               0               0          175,597
   Adjustment of Subordinated Promissory Note                (25,000)          0               0               0          (25,000)
   Payments on prior revolving credit facility               (22,000)          0               0               0          (22,000)
   Payments on long-term debt                               (401,799)          0               0               0         (401,799)
   Payments on Termination Agreement with
     Pro-Fac Cooperative, Inc.                                (8,000)          0               0               0           (8,000)
   Payments on capital lease                                    (316)          0               0               0             (316)
   Cash paid for debt issuance costs                         (24,202)          0               0               0          (24,202)
   Cash paid for transaction fees                             (6,000)          0               0               0           (6,000)
   Dividends paid                                                  0     (20,280)              0          20,280                0
   Birds Eye Foods, Inc. investment                                0      11,100               0         (11,100)               0
                                                           ---------    --------        --------        --------        ---------
Net cash used in financing activities                        (41,720)     (9,180)              0           9,180          (41,720)

Net change in cash and cash equivalents                       70,786         188            (506)              0           70,468

Cash and cash equivalents at beginning of period               4,636          58           1,223               0            5,917
                                                           ---------    --------        --------        --------        ---------
Cash and cash equivalents at end of period                 $  75,422   $     246        $    717        $      0        $  76,385
                                                           =========   =========        ========        ========        =========
</TABLE>



<PAGE>
<TABLE>
                                                                                      Predecessor
                                                                                Statement of Cash Flows
                                                                           June 30, 2002 - August 18, 2002
                                                           ------------------------------------------------------------------------
                                                            Birds Eye   Subsidiary    Non-Guarantor     Eliminating
                                                           Foods, Inc.  Guarantors    Subsidiaries        Entries      Consolidated
                                                           -----------  ----------    -------------     -----------    ------------
(Dollars in Thousands)
<S>                                                       <C>            <C>           <C>               <C>            <C>
Cash Flows From Operating Activities:
   Net (loss)/income                                      $  (4,503)     $  4,634      $  (368)          $   322        $     85
   Adjustments to reconcile net (loss)/income to net
     cash (used in)/provided by operating activities -
       Depreciation                                           3,741            69            23                0           3,833
       Amortization of certain intangible assets                 50            94             0                0             144
       Amortization of debt issue costs, amendment costs,
         debt discounts and premiums, and interest in-kind    1,201             0             0                0           1,201
       Equity in undistributed earnings of Great
         Lakes Kraut Company, LLC                              (277)            0             0                0            (277)
       Change in working capital                            (37,661)        3,890         1,252             (322)        (32,841)
                                                          ---------      --------      --------          -------        --------

Net cash (used in)/provided by operating activities         (37,449)        8,687           907                0         (27,855)

Cash Flows From Investing Activities:
   Purchase of property, plant, and equipment                (2,181)            0            (6)               0          (2,187)
   Advances to Great Lakes Kraut Company, LLC                (1,512)            0             0                0          (1,512)
   Proceeds from investment in CoBank                         1,115             0             0                0           1,115
   Dividends received                                         8,750             0             0           (8,750)              0
                                                          ---------      --------      --------          -------        --------

Net cash used in investing activities                         6,172             0            (6)          (8,750)         (2,584)


Cash Flows From Financing Activities:
   Net proceeds from old revolving credit facility           22,000             0             0                0          22,000
   Payments on long-term debt                                  (292)            0             0                0            (292)
   Payments on capital leases                                   (38)            0             0                0             (38)
   Dividends paid                                                 0        (8,750)            0            8,750               0
                                                          ---------      --------      --------          -------        --------

Net cash provided by financing activities                    21,670        (8,750)            0            8,750          21,670

Net change in cash and cash equivalents                      (9,607)          (63)          901                0          (8,769)

Cash and cash equivalents at beginning of period             14,243           121           322                0          14,686
                                                          ---------      --------      --------          -------        --------
Cash and cash equivalents at end of period                $   4,636      $     58      $  1,223          $     0        $  5,917
                                                          =========      ========      ========          =======        ========
</TABLE>
<PAGE>
<TABLE>
                                                                                      Predecessor
                                                                                Statement of Operations
                                                                          Three Months Ended March 30, 2002
                                                           ------------------------------------------------------------------------
                                                            Birds Eye   Subsidiary    Non-Guarantor     Eliminating
                                                           Foods, Inc.  Guarantors    Subsidiaries        Entries      Consolidated
                                                           -----------  ----------    -------------     -----------    ------------
(Dollars in Thousands)
<S>                                                        <C>           <C>            <C>              <C>             <C>
Net sales                                                  $  237,320    $  3,377       $  6,834         $  (6834)       $ 240,697
Cost of sales                                                (183,164)     (2,530)        (6,475)           6,475         (185,694)
Gross profit                                                   54,156         847            359             (359)          55,003
Other (expense)/income                                        (11,081)     11,081            368             (368)               0
Selling, administrative, and general expenses                 (30,044)       (863)             0                0          (30,907)
Income from Great Lakes Kraut Company, LLC                        627           0              0                0              627
                                                           ----------    --------       --------         --------        ---------
Operating income/(loss) before dividing with Pro-Fac           13,658      11,065            727             (727)          24,723
Interest (expense)/income                                     (18,322)      2,665              0                0          (15,657)
                                                           ----------    --------       --------         --------        ---------
Pretax (loss)/income before dividing with Pro-Fac              (4,664)     13,730            727             (727)           9,066
Pro-Fac share of income                                        (3,798)          0              0                0           (3,798)
                                                           ----------    --------       --------         --------        ---------
Pretax (loss)/income before discontinued operations            (8,462)     13,730            727             (727)           5,268
Tax benefit/(provision)                                         2,988      (4,899)          (148)               0           (2,059)
                                                           ----------    --------       --------         --------        ---------
Net (loss)/income before discontinued operations               (5,474)      8,831            579             (727)           3,209
Discontinued operations (net of a tax benefit of $570)           (891)          0              0                0             (891)
                                                           ----------    --------       --------         --------        ---------
Net (loss)/income                                          $   (6,365)   $  8,831       $    579         $   (727)       $   2,318
                                                           ==========    ========       ========         ========        =========
</TABLE>
<TABLE>

                                                                                        Predecessor
                                                                                  Statement of Operations
                                                                             Nine Months Ended March 30, 2002
                                                           ------------------------------------------------------------------------
                                                            Birds Eye   Subsidiary    Non-Guarantor     Eliminating
                                                           Foods, Inc.  Guarantors    Subsidiaries        Entries      Consolidated
                                                           -----------  ----------    -------------     -----------    ------------
(Dollars in Thousands)
<CAPTION>

<S>                                                         <C>         <C>            <C>               <C>            <C>
Net sales                                                   $ 763,074   $  11,397      $  14,655         $(14,655)      $ 774,471
Cost of sales                                                (593,046)     (8,008)       (14,106)          14,106        (601,054)
                                                            ---------   ---------      ---------         --------       ---------
Gross profit                                                  170,028       3,389            549             (549)        173,417
Other (expense)/income                                        (43,193)     43,043            582             (582)           (150)
Selling, administrative, and general expenses                 (91,671)     (2,644)             0                0         (94,315)
Income from Great Lakes Kraut Company, LLC                      1,825           0              0                0           1,825
                                                            ---------   ---------      ---------         --------       ---------
Operating income/(loss) before dividing with Pro-Fac           36,989      43,788          1,131           (1,131)         80,777
Interest (expense)/income                                     (58,632)      7,949              0                0         (50,683)
                                                            ---------   ---------      ---------         --------       ---------
Pretax (loss)/income before dividing with Pro-Fac             (21,643)     51,737          1,131           (1,131)         30,094
Pro-Fac share of income                                       (12,860)          0              0                0         (12,860)
                                                            ---------   ---------      ---------         --------       ---------
Pretax (loss)/income before discontinued operations           (34,503)     51,737          1,131           (1,131)         17,234
Tax benefit/(provision)                                        11,478     (18,402)          (401)               0          (7,325)
                                                            ---------   ---------      ---------         --------       ---------
Net (loss)/income before discontinued operations              (23,025)     33,335            730           (1,131)          9,909
Discontinued operations (net of a tax benefit
   of $1,859)                                                  (2,515)          0              0                0          (2,515)
                                                            ---------   ---------      ---------         --------       ---------
Net (loss)/income                                           $ (25,540)  $  33,335      $     730         $ (1,131)      $   7,394
                                                            =========   =========      =========         ========       =========
</TABLE>

<PAGE>
<TABLE>

                                                                                      Predecessor
                                                                                     Balance Sheet
                                                                                     June 29, 2002
                                                           ------------------------------------------------------------------------
                                                            Birds Eye   Subsidiary    Non-Guarantor     Eliminating
                                                           Foods, Inc.  Guarantors    Subsidiaries        Entries      Consolidated
                                                           -----------  ----------    -------------     -----------    ------------
(Dollars in Thousands)

<S>                                                        <C>           <C>            <C>              <C>             <C>
Assets
Current assets:

   Cash and cash equivalents                               $ 14,243      $    121       $    322         $        0      $   14,686
   Accounts receivable, net                                  73,055         2,945              0                  0          76,000
   Inventories -
     Finished goods                                         264,411           223            136                  0         264,770
     Raw materials and supplies                              26,193           623            159                  0          26,975
                                                          ---------      --------       --------         ----------      ----------
       Total inventories                                    290,604           846            295                  0         291,745

   Other current assets                                      64,585          (158)           257                  0          64,684
                                                          ---------      --------       --------         ----------      ----------
       Total current assets                                 442,487         3,754            874                  0         447,115

Property, plant and equipment, net                          278,510         3,883          3,441                  0         285,834
Investment in subsidiaries                                  163,093             0              0           (163,093)              0
Goodwill and other intangible assets, net                    12,406        55,109              0                  0          67,515
Other assets                                                 57,031       103,655              0           (103,409)         57,277
                                                           --------      --------       --------         ----------      ----------

       Total assets                                        $953,527      $166,401       $  4,315         $ (266,502)     $  857,741
                                                           ========      ========       ========         ==========      ==========

Liabilities and Shareholder's Equity
Current liabilities:
   Current portion of long-term debt                       $ 14,916      $      0       $      0         $        0      $   14,916
   Accounts payable                                          70,225           836            137                  0          71,198
   Accrued interest                                           6,255             0              0                  0           6,255
   Intercompany loans                                          (115)          275           (160)                 0               0
   Other current liabilities                                 43,319         5,712            823                  0          49,854
                                                           --------      --------       --------         ----------      ----------
       Total current liabilities                            134,600         6,823            800                  0         142,223

Long-term debt                                              623,057             0              0                  0         623,057
Other non-current liabilities                               134,855             0              0           (103,409)         31,446
                                                           --------      --------       --------         ----------      -----------

       Total liabilities                                    892,512         6,823            800           (103,409)        796,726

Shareholder's equity                                         61,015       159,578          3,515           (163,093)         61,015
                                                           --------      --------       --------         ----------      -----------

       Total liabilities and shareholder's equity          $953,527      $166,401       $  4,315         $ (266,502)     $  857,741
                                                           ========      ========       ========         ==========      ==========
</TABLE>


<PAGE>
<TABLE>
                                                                                    Predecessor
                                                                                Statement of Cash Flows
                                                                           Nine Months Ended March 30, 2002
                                                           ------------------------------------------------------------------------
                                                            Agrilink    Subsidiary    Non-Guarantor     Eliminating
                                                           Foods, Inc.  Guarantors    Subsidiaries        Entries      Consolidated
                                                           -----------  ----------    -------------    -----------     ------------
(Dollars in Thousands)


<S>                                                        <C>           <C>             <C>             <C>            <C>
Cash Flows From Operating Activities:
   Net (loss)/income                                       $   (25,540)  $ 33,335        $    730        $  (1,131)     $    7,394
   Adjustments to reconcile net (loss)/income to net
     cash (used in)/provided by operating activities -
       Depreciation                                             22,261        405             221                0          22,887
       Amortization of certain intangible assets                   299        563               0                0             862
       Amortization of debt issue costs, amendment costs,
         debt discounts and premiums, and interest in-kind       5,098          0               0                0           5,098
       Equity in undistributed earnings of
         Great Lakes Kraut Company, LLC                         (1,067)         0               0                0          (1,067)
       Change in working capital                               (96,892)       404             345            1,131         (95,012)
                                                           -----------   --------        --------        ---------       ---------

Net cash (used in)/provided by operating activities            (95,841)    34,707           1,296                0         (59,838)

Cash Flows From Investing Activities:
   Purchase of property, plant, and equipment                  (10,521)         0             (16)               0         (10,537)
   Proceeds from disposals                                          52          0               0                0              52
   Repayments from Great Lakes Kraut Company, LLC                1,784          0               0                0           1,784
   Proceeds from investment in CoBank                            3,998          0               0                0           3,998
   Dividends received                                           33,925          0               0          (33,925)              0
                                                           -----------   --------        --------        ---------       ---------

Net cash used in investing activities                           29,238          0             (16)         (33,925)         (4,703)

Cash Flows From Financing Activities:
   Net proceeds on prior revolving credit facility              75,400          0               0                0          75,400
   Payments on long-term debt                                   (9,072)         0               0                0          (9,072)
   Payments on capital leases                                     (111)         0               0                0            (111)
   Cash paid for in conjunction with debt amendment             (1,694)         0               0                0          (1,694)
   Dividends paid                                                    0    (33,925)              0           33,925               0
                                                           -----------   --------        --------        ---------       ---------

Net cash provided by financing activities                       64,523    (33,925)              0           33,925          64,523

Net change in cash and cash equivalents                         (2,080)       782           1,280                0             (18)

Cash and cash equivalents at beginning of period                 7,624         21              11                0           7,656
                                                           -----------   --------        --------        ---------       ---------
Cash and cash equivalents at end of period                 $     5,544   $    803        $  1,291        $       0      $    7,638
                                                           ===========   ========        ========        =========      ==========
</TABLE>

<PAGE>



NOTE 11. OTHER MATTERS

Restructuring:  On June 23, 2000,  the Company sold its pickle  business to Dean
Pickle and Specialty  Product  Company.  As part of the  transaction,  Birds Eye
Foods agreed to contract pack Nalley and Farman's  pickle  products for a period
of two years,  ending  June 2002.  In  anticipation  of the  completion  of this
co-pack   contract,   the  Company   initiated   restructuring   activities  for
approximately 140 employees in its facility located in Tacoma, Washington during
the first quarter of fiscal 2002.  The total  restructuring  charge  amounted to
$1.1 million and was primarily comprised of employee termination benefits.  This
amount has been liquidated as of December 28, 2002.

In addition,  on October 12, 2001, the Company  announced a further reduction of
approximately   7  percent  of  its  nationwide   workforce,   for  a  total  of
approximately  300 positions.  The  reductions  were part of an ongoing focus on
low-cost  operations  and  included  both  salaried  and  hourly  positions.  In
conjunction with the reductions,  the Company recorded a charge against earnings
of  approximately  $1.6 million in the second quarter of fiscal 2002,  primarily
consisting of employee termination benefits.  This amount has been liquidated as
of December 28, 2002.

Gain from Pension Curtailment:  In September 2001, the Company made the decision
to freeze benefits provided under its Master Salaried Retirement Plan. Under the
provisions of SFAS No. 88,  "Accounting  for  Settlements  and  Curtailments  of
Defined  Benefit  Pension  Plans and for  Termination  Benefits,"  these benefit
changes resulted in the recognition of a $2.5 million net curtailment gain.

Legal  Proceedings:  On September  25, 2001,  in the circuit  court of Multnomah
County,  Oregon, Blue Line Farms commenced a class action suit ("Blue Line Farms
litigation") against the Company,  Pro-Fac  Cooperative,  Inc., Mr. Mike Shelby,
and "Does" 1-50, representing  directors,  officers, and agents of the corporate
defendants,  alleging  various claims related to the operation of PF Acquisition
II, Inc., a former subsidiary of Pro-Fac that conducted  business under the name
AgriFrozen  Foods  ("AgriFrozen").  The  complaint was  subsequently  amended to
eliminate  "Does" 1- 50 as  parties.  The  relief  sought  included a demand for
damages of $50.0 million.  On December 23, 2002,  Pro-Fac,  Birds Eye Foods, and
the other  defendants  reached an  agreement  in  principle as to the terms of a
settlement of the Blue Line Farms litigation, as well as of related claims under
Oregon's grower lien statute pending in the United States  Bankruptcy  Court for
the District of Oregon,  known as the Seifer Trust litigation.  The Seifer Trust
litigation  also named  Pro-Fac and Birds Eye Foods among its named  defendants.
The parties in the Blue Line Farms litigation  negotiated a settlement agreement
which has been approved by the Multnomah County Circuit Court.  Other conditions
of the  settlement  were  satisfied on or before April 14, 2003. In  conjunction
with  the  settlement  of the  Blue  Line  Farms  litigation  and  Seifer  Trust
litigation,  Birds Eye Foods has recorded a liability in purchase accounting for
approximately  $1.9 million,  including  legal costs,  for this  pre-acquisition
contingency.  In April  2003,  payment  of the  settlement  amounts  was made in
accordance with the settlement agreement.

The Unit Purchase  Agreement for the Transaction  contains  specific  provisions
concerning the Blue Line Farms matter and other AgriFrozen related litigation of
Birds Eye Foods.  These provisions address the sharing of defense costs, as well
as judgment and  settlement  costs,  between Birds Eye Foods and Pro-Fac.  On an
annual basis,  Birds Eye Foods has agreed to bear  responsibility  for the first
$300,000  of  defense  costs.  In  addition,  Birds  Eye  Foods  agreed  to bear
responsibility  for  one-half  of defense  costs in excess of  $300,000  and for
one-half of judgment and settlement  costs,  subject to an aggregate cap of $3.0
million  after which  Pro-Fac is  responsible  for all costs.  These  provisions
regarding  a  sharing  of  costs  apply  specifically  to the  Blue  Line  Farms
litigation  and the Seifer Trust  litigation.  These  provisions do not apply to
other AgriFrozen  related  litigation,  the responsibility for which is entirely
with Pro-Fac.

               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 and other statements made in this
Form 10-Q  Equivalent  and in other  filings with the SEC. The Company  cautions
readers  that any such  forward-looking  statements  made by or on behalf of the
Company are based on management's  current  expectations and beliefs but are not
guarantees of future  performance.  Actual results could differ  materially from
those expressed or implied in the forward-looking statements.  Among the factors
that could impact the Company include:

|X|  the  impact  of  strong   competition  in  the  food  industry,   including
     competitive pricing;

|X|  the impact of changes in consumer demand;

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

<PAGE>
|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;

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

|X|  interest rate fluctuations; and

|X|  effectiveness of marketing and shifts in market demand.


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 third quarter and
first nine months of fiscal 2003 versus such periods in fiscal 2002.

The unaudited consolidated financial statements include the results of Birds Eye
Foods, Inc. ("Birds Eye Foods" or the "Company"). On August 19, 2002, a majority
share of Birds Eye Foods was indirectly acquired by Vestar/Agrilink Holdings LLC
and its affiliates (the "Transaction" - see NOTE 2 to the "Notes to Consolidated
Financial  Statements").  In accordance  with the  guidelines for accounting for
business  combinations,  the investment by Vestar/Agrilink  Holdings LLC and its
affiliates plus related purchase accounting  adjustments have been "pushed down"
and recorded in Birds Eye Foods' financial  statements for the period subsequent
to August 18, 2002,  resulting in a new basis of accounting for the  "successor"
period.  Information for the "predecessor"  period prior to the transaction date
is presented on the Company's historical basis of accounting.

In order to provide a meaningful  basis of comparing  the  Company's  results of
operations,  the results of operations  for the  "predecessor"  period (June 30,
2002 to August 18, 2002) have been combined  with the results of operations  for
the  "successor"  period  (August 19, 2002 to March 29,  2003).  These  combined
Company results have been compared to the comparable period in fiscal 2002.

Birds Eye Foods 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!,  Birds Eye Simply Grillin',  Birds Eye
Hearty Spoonfuls,  Freshlike,  Veg-All,  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 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,   and  Flavor
Destinations. 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.  Branded products within this
category include Bernstein's and Nalley.

Reclassifications have been made to the segment presentation below for the prior
year to  reflect an  allocation  of fixed  costs  associated  with  discontinued
operations. Management is currently focusing efforts on eliminating such costs.
<PAGE>
The following  tables  illustrate  the results of operations by product line for
the three- and nine-month periods ended March 29, 2003 and March 30, 2002:

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

                                                    Three Months Ended                               Nine Months Ended
                                        -------------------------------------------     ------------------------------------------
                                              March 29,            March 30,                March 29,               March 30,
                                                2003                 2002                     2003                    2002
                                        -------------------    --------------------     -------------------    -------------------
                                                      % of                    % of                  % of                  % of
                                             $        Total        $          Total        $         Total        $        Total
                                         ---------    -----    --------       -----    -------      -------     ------     ------
<S>                                      <C>          <C>      <C>             <C>     <C>            <C>      <C>          <C>
Vegetables                               $  162.2     73.6%    $  180.8        75.1%   $ 505.0        71.8%    $ 568.1      73.3%
Fruits                                       18.3      8.3         19.5         8.1       79.5        11.3        83.6      10.8
Snacks                                       19.0      8.6         18.5         7.7       58.4         8.3        58.1       7.5
Canned Meals                                 13.1      5.9         12.7         5.3       36.4         5.2        37.0       4.8
Other                                         7.9      3.6          9.2         3.8       23.8         3.4        27.6       3.6
                                         --------    -----     --------     -------    -------      ------     -------    ------
     Total                               $  220.5    100.0%    $  240.7       100.0%   $ 703.1       100.0%    $ 774.4     100.0%
                                         ========    =====     ========     =======    =======      ======     =======    ======
</TABLE>

<TABLE>

Operating Income
(Dollars in Millions)
<CAPTION>

                                                     Three Months Ended                               Nine Months Ended
                                        -------------------------------------------     ------------------------------------------
                                              March 29,            March 30,                March 29,               March 30,
                                                2003                 2002                     2003                    2002
                                        -------------------    --------------------     -------------------    -------------------
                                                      % of                    % of                  % of                  % of
                                             $        Total        $          Total        $         Total        $        Total
                                         ---------    -----    --------       -----    -------      -------     ------     ------

<S>                                       <C>          <C>      <C>            <C>      <C>          <C>       <C>         <C>
Vegetables                                $   12.2     63.9%    $  16.8        68.0%    $  38.9      52.7%    $ 48.9       60.6%
Fruits                                         3.8     19.9         3.4        13.8        22.4      30.4       17.1       21.2
Snacks                                         1.5      7.8         1.7         6.9         7.1       9.6        6.9        8.6
Canned Meals                                   0.7      3.7         1.6         6.5         2.9       3.9        5.5        6.8
Other                                          0.9      4.7         1.2         4.8         2.5       3.4        2.5        3.0
Corporate charges1                             0.0      0.0         0.0         0.0         0.0       0.0       (2.7)      (3.3)
                                          --------    -----     -------      ------     -------     ------    ------    -------
     Continuing segment operating income2     19.1    100.0        24.7       100.0        73.8      100.0      78.2       96.9
Gain from pension curtailment                  0.0      0.0         0.0         0.0         0.0        0.0       2.5        3.1
                                          --------    -----     -------      ------     -------     ------    ------    -------
Operating income before dividing
     with Pro-Fac                         $   19.1    100.0%    $  24.7      100.0%     $  73.8      100.0%   $ 80.7      100.0%
                                          ========    =====     =======      =====      =======     ======    ======    =======

<FN>
1    Represents  restructuring  expenses  which are not  allocated to individual
     segments. See NOTE 11 to the "Notes to Consolidated Financial Statements."

2    The gain from  pension  curtailment  is excluded  from  continuing  segment
     operating income as management believes the gain is non-recurring.
</FN>
</TABLE>
<PAGE>
EBITDA1
(Dollars in Millions)

The  following  table sets forth  EBITDA  (defined as  operating  income  before
dividing with Pro-Fac,  depreciation  and  amortization)  for the three and nine
months  ended  March 29,  2003 and March 30,  2002,  respectively.  The  Company
believes  that EBITDA is an  appropriate  measure of  evaluating  the  operating
performance  of its  segments,  and it is a primary  measure used  internally by
management  to  manage  the  business.  EBITDA is also a  primary  measure  used
externally  by  the  Company's  investors  and  analysts  to  ensure  consistent
comparability.  In  conjunction  with the  Transaction,  net assets  have,  on a
preliminary  basis,  been  adjusted  to fair  value  and  debt was  reduced.  In
addition,  changes in the Company's  operating structure no longer require it to
share its profits  with Pro-Fac  Cooperative,  Inc.  Accordingly,  depreciation,
interest   expense,   and  Pro-Fac  share  of  income  have   decreased   making
period-to-period  comparisons  of operating  income and net income  difficult to
analyze. Therefore,  management believes EBITDA is a measurement that allows the
operations  of the  business  to be compared in a  consistent  manner.  However,
EBITDA should be considered in addition to, not as a substitute  for or superior
to operating  income,  net income,  cash flows,  and other measures of financial
performance  prepared  in  accordance  with GAAP.  As EBITDA is not a measure of
performance  calculated  in  accordance  with  GAAP,  this  measure  may  not be
comparable to similarly titled measures employed by other companies.
<TABLE>


                                                     Three Months Ended                               Nine Months Ended
                                        -------------------------------------------     ------------------------------------------
                                              March 29,            March 30,                March 29,               March 30,
                                                2003                 2002                     2003                    2002
                                        -------------------    --------------------     -------------------    -------------------
                                                      % of                    % of                  % of                  % of
                                             $        Total        $          Total        $         Total        $        Total
                                         ---------    -----    --------       -----    -------      -------     ------     ------


<S>                                      <C>          <C>       <C>           <C>       <C>            <C>       <C>          <C>
Vegetables                               $   15.6     66.4%     $  22.8       71.0%     $  54.3        58.2%     $  66.3      65.8%
Fruits                                        4.0     17.0          3.9       12.2         23.9        25.6         19.3      19.1
Snacks                                        2.0      8.5          2.1        6.5          8.4         9.0          8.4       8.3
Canned Meals                                  0.8      3.4          1.9        5.9          3.6         3.9          6.2       6.2
Other                                         1.1      4.7          1.4        4.4          3.1         3.3          3.3       3.3
Corporate charges2                            0.0      0.0          0.0        0.0          0.0         0.0         (2.7)     (2.7)
                                         --------    -----      -------    -------      -------      ------      -------    ------
     Continuing segment EBITDA               23.5    100.0%        32.1      100.0%        93.3       100.0%       100.8     100.0%
                                                     =====                   =====                    =====                  =====
Reconciliation of EBITDA to
     Operating Income:
       Gain from pension curtailment          0.0                   0.0                     0.0                      2.5
        Depreciation and amortization        (4.4)                 (7.4)                  (19.5)                   (22.6)
                                         --------               -------                 -------                  -------
        Operating income before
           dividing with Pro-Fac         $   19.1               $  24.7                 $  73.8                  $  80.7
                                         ========               =======                 =======                  =======
<FN>

1  Earnings before interest, taxes, depreciation, and amortization ("EBITDA") is
   defined as the sum of operating income before dividing with Pro-Fac,
   depreciation and amortization.

2  Represents restructuring expenses which are not allocated to individual
   segments. See NOTE 11 to the "Notes to Consolidated Financial Statements."
</FN>
</TABLE>

       CHANGES FROM THIRD QUARTER FISCAL 2002 TO THIRD QUARTER FISCAL 2003

Net Sales: Net sales from continuing  operations for the fiscal 2003 period were
$220.5 million, a decrease of $20.2 million,  or 8.4 percent, as compared to net
sales of $240.7  million in the fiscal 2002 period.  This  decrease is primarily
due to a decline in vegetable net sales of $18.6 million,  of which $5.1 million
resulted from the expiration of two co-pack  contracts and $4.5 million resulted
from the  Company's  decision to  rationalize  certain  product  offerings.  The
Company  also  experienced  a $4.7 million  decline  within its Birds Eye Voila!
product  line  resulting  from  continuing  category  declines  and  competitive
pressures. See the "Segment Review" below for further detail.

Gross Profit:  Gross profit in the fiscal 2003 period  decreased $7.2 million to
$47.8 as compared to $55.0  million for the fiscal 2002  period.  The  Company's
gross  profit  margin  decreased  to 21.7 percent from 22.9 percent in the prior
year period. The decrease in gross margin is primarily the result of an increase
in production costs due to lower production volumes in the Company's  facilities
as a result of both management's  efforts to reduce inventory levels and a lower
than anticipated crop intake resulting from unfavorable weather conditions.  The
higher  production  costs were  partially  offset by a decrease  in  warehousing
expense as a result of lower inventory levels. These higher production costs are
anticipated to negatively impact the Company's results through the first quarter
of fiscal 2004.
<PAGE>
Selling,  Administrative  and  General  Expenses:  Selling,  administrative  and
general  expenses  in the 2003  period  have  decreased  $1.8  million  to $29.1
million,  as compared to $30.9  million in the 2002 period.  These  savings were
primarily  associated with headcount  reductions initiated in the second quarter
of fiscal 2002 and  reductions in various  employee  incentive  programs.  These
reductions were offset by marketing  expenses  associated with the launch of the
Company's new frozen soup  offering,  Birds Eye Hearty  Spoonfuls.  In addition,
fiscal  2002  includes a one-time  expense of $1.7  million  associated  with an
arbitrated  contract  settlement with Dean Pickle and Specialty Products Company
("Dean Pickle").  This settlement resolved all disputes regarding product packed
for Dean Pickle in fiscal 2002.

Continuing Segment Operating Income: Continuing segment operating income for the
2003 period was $19.1 million, a decrease of $5.6 million,  or 22.7 percent,  as
compared  to  $24.7  million  in  the  prior  year  period.   This  decrease  is
attributable  to the factors  discussed  above.  Decreases in  operating  income
within  vegetables,  snacks,  canned meals,  and other were $4.6  million,  $0.2
million,  $0.9 million,  and $0.3 million,  respectively.  Operating  income for
fruits increased $0.4 million.  Significant  variances are highlighted  below in
the "Segment Review."

Income from Great Lakes Kraut  Company,  LLC:  This amount  represents  earnings
received from the investment in Great Lakes Kraut Company LLC ("GLK"),  a former
joint venture  between Birds Eye Foods and Flanagan  Brothers,  Inc. Income from
the joint venture for the 2003 period decreased $0.2 million to $0.4 million, as
compared to $0.6  million in the 2002 period.  This  decrease is a result of the
GLK Transaction  completed in March 2003 as described in NOTE 4 to the "Notes to
Consolidated Financial Statements."

Interest  Expense:  Interest  expense  for the 2003  period  was  $12.7  million
compared to $15.7 million in the 2002 period.  This decline is  attributable  to
lower debt levels  resulting  from the August 19, 2002  Transaction  and reduced
interest rates.  These reductions were offset by interest expense related to the
Termination  Agreement  with  Pro-Fac and interest  adjustments  related to fair
market valuation of the Company's debt.

Pro-Fac Share of Income:  Historically,  the Company's contractual  relationship
with Pro-Fac was defined in the marketing and  facilitation  agreement (the "Old
Marketing and  Facilitation  Agreement"),  which the Company and Pro-Fac entered
into in November 1994.  Under the Old Marketing and Facilitation  Agreement,  in
any year in which the Company had earnings on products which were processed from
crops supplied by Pro-Fac,  the Company paid 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 had losses on
Pro-Fac  products,  the Company  reduced 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 were
determined at the end of the fiscal year, but were accrued on an estimated basis
during the year. The Amended and Restated Marketing and Facilitation  Agreement,
entered into on August 19, 2002, in connection  with the  Transaction,  does not
permit  Birds Eye Foods to offset its losses  against the price paid for Pro-Fac
products  or require  Birds Eye Foods to share its  profits on Pro-Fac  products
with  Pro-Fac for any period  subsequent  to the end of Birds Eye Food's  fiscal
2002 year.

Tax  Provision:  Provision  for income taxes in the 2003 period was $2.6 million
compared to a tax provision of $2.1 million in the 2002 period.  The variance in
the amounts recorded is attributable to the increase in earnings before tax.

Net  Income:  Net income for the 2003  period was $3.8  million  compared to net
income of $2.3 million in the 2002 period due to the factors noted above.

                                 Segment Review

A detailed  accounting of the  significant  reasons for changes in net sales and
EBITDA by product line is outlined below. The Company believes that EBITDA is an
appropriate measure of evaluating the operating performance of its segments, and
it is a primary measure used internally by management to manage the business. In
conjunction with the Transaction,  net assets have, on a preliminary basis, been
adjusted  to fair  value  and debt was  reduced.  In  addition,  changes  in the
Company's  operating  structure  no longer  require it to share its profits with
Pro-Fac  Cooperative,  Inc.  Accordingly,  depreciation,  interest expense,  and
Pro-Fac share of income have decreased  making  period-to-period  comparisons of
operating  income and net income  difficult  to analyze.  Therefore,  management
believes  EBITDA is a measurement  that allows the operations of the business to
be compared in a consistent  manner.  However,  EBITDA  should be  considered in
addition  to, not as a  substitute  for, or superior to  operating  income,  net
income,  cash flows,  and other  measures of financial  performance  prepared in
accordance with generally  accepted  accounting  principles.  As EBITDA is not a
measure of performance  calculated in accordance with GAAP, this measure may not
be comparable to similarly titled measures employed by other companies.

Vegetables:  Vegetable net sales for the fiscal 2003 period were $162.2 million,
a decrease of $18.6 million,  or 10.3 percent,  as compared to $180.8 million in
the 2002 period. Net sales of the Company's branded  vegetables  decreased $11.4
million.  This decrease was primarily the result of continued  category declines
within the Birds Eye Voila! skillet meal category, partially offset by new Birds
Eye Hearty Spoonfuls
<PAGE>
frozen soups sales. Non-branded vegetable net sales included a decline primarily
as a result of the  expiration of two co-pack  contracts that  contributed  $5.1
million of net sales in the prior year period as well as the Company's  decision
to rationalize certain product offerings.

The Company  tracks retail sales in many of the  categories in which it competes
using data from  Information  Resources,  Inc.  ("IRI").  IRI data are  limited,
however,  as IRI does not capture  sales at several of the  Company's  customers
including  Wal-Mart,  Costco, and others. IRI also does not track non-branded or
private  label  retail  sales by  manufacturer.  According  to IRI,  the  frozen
vegetable  category on a unit basis  declined 8 percent  for the 12-week  period
ending March 30, 2003. Including management's estimate of the Company's share of
the private label  market,  the Company  believes its overall  market share on a
unit basis in the frozen  vegetable  category  (excluding  frozen soups) for the
12-week  period ending March 30, 2003 was 31.6 percent  compared to 31.8 percent
for the  12-weeks  ending  March 31,  2002.  The home  replacement  skillet meal
category for the 12-week  period  ending March 30, 2003  declined 4 percent on a
unit  basis.  Market  share on a unit basis for the  Company's  Birds Eye Voila!
skillet meal product  offering for the 12-week  period ending March 30, 2003 was
20.1 percent  compared to 25.0 percent for the 12-week  period  ending March 31,
2002.

EBITDA for the vegetable  segment in the 2003 period decreased $7.2 million,  or
31.6 percent,  to $15.6 million,  as compared to $22.8 million in the prior year
period.  The decrease in EBITDA is  attributable  to marketing  and launch costs
associated with the  introduction of Birds Eye Hearty  Spoonfuls and declines in
Birds Eye Voila! mentioned above. In addition, the Company experienced increased
production  costs due to lower  production  volumes as a result of  management's
efforts to reduce  inventory  levels and a lower than  anticipated  crop  intake
resulting from unfavorable weather conditions. These higher production costs are
anticipated to negatively impact the Company's results through the first quarter
of fiscal 2004.

Fruit:  Fruit net sales for the 2003  period were $18.3  million,  a decrease of
$1.2  million or 6.2 percent,  as compared to $19.5  million in the 2002 period.
This  decrease is  primarily  attributable  to a poor 2002  cherry crop  harvest
caused by unusually  unfavorable  weather.  In  addition,  the loss of a private
label customer contributed to the decrease in fruit sales.

EBITDA for the fruit segment in the 2003 period  increased $0.1 million,  or 2.6
percent,  to $4.0 million, as compared to $3.9 million in the prior year period.
The increase in EBITDA is largely the result of recent price  increases taken on
cherry items offset by the volume declines mentioned above.

Snacks:  Net sales for the snack  segment were $19.0 million an increase of $0.5
million,  or 2.7 percent as compared to $18.5  million in the prior year period.
EBITDA of $2.0 million in the fiscal 2003 period was consistent  with the fiscal
2002 period.  The results of Tim's  Cascade  Style Potato Chips were  positively
impacted by its expansion into new markets and new product categories.  However,
this  improvement  was offset by  declines at Snyder of Berlin  associated  with
category declines in the regional markets in which it competes.

Canned  Meals:  Net sales for the canned meals  segment were $13.1  million,  an
increase of $0.4  million,  or 3.1 percent,  as compared to $12.7 million in the
2002  period.  EBITDA for the canned meals  segment in the 2003 period  declined
$1.1  million,  to $0.8  million,  as compared to $1.9 million in the prior year
period.  The  decline in EBITDA is largely the result of  increased  promotional
spending.

Other:  Net sales for the other segment,  which is comprised  primarily of salad
dressings,  were $7.9 million, a decrease of $1.3 million,  or 14.1 percent,  as
compared  to $9.2  million  in the 2002  period.  The  decrease  in net sales is
primarily  attributable to the loss of a food service customer. The loss of this
customer  is not  anticipated  to have a  significant  impact  on the  Company's
profitability.  EBITDA for the other segment for the 2003 period  decreased $0.3
million,  or 21.4 percent,  to $1.1 million,  as compared to $1.4 million in the
prior period.  The decline in EBITDA is primarily due to the reduction in volume
as well as higher ingredient costs.

   CHANGES FROM FIRST NINE MONTHS FISCAL 2002 TO FIRST NINE MONTHS FISCAL 2003

Net Sales: Net sales from continuing  operations for the 2003 period were $703.1
million, a decrease of $71.3 million,  or 9.2 percent,  as compared to net sales
of $774.4  million in the 2002  period.  This  decrease  is  primarily  due to a
decline in vegetable net sales of $63.1 million of which $29.5 million  resulted
from the expiration of two co-pack contracts and $14.5 million resulted from the
Company's decision to rationalize  certain product  offerings.  The Company also
experienced a $13.7 million decline within its Birds Eye Voila!  product line as
a result of  continued  category  decline.  See the "Segment  Review"  below for
further detail.

Gross Profit: Gross profit in the 2003 period decreased $5.9 million to $167.5
million, as compared to $173.4 million in the 2002 period. The Company's gross
profit margin increased to 23.8 percent from 22.4 percent in the prior year
period. The increase in gross profit margin is primarily the result of price
increases implemented in the non-branded market during both the current and
prior year and the elimination of co-pack non-branded sales, which typically
carry a lower gross margin. The Company also benefited from reduced warehousing
costs as a
<PAGE>
result of management initiatives to reduce the Company's inventory levels. Gross
profit margin was also positively  impacted by the Company's headcount reduction
initiated  in the second  quarter of fiscal 2002 which more than  offset  higher
production  costs  due  to  lower  production   volumes  as  a  result  of  both
management's  efforts to reduce  inventory  levels and a lower than  anticipated
crop intake from unfavorable weather conditions.

Selling,  Administrative  and  General  Expenses:  Selling,  administrative  and
general  expenses  in the 2003  period  have  increased  $1.4  million  to $95.7
million,  as  compared to $94.3  million in the 2002  period.  This  increase is
primarily  the  result of  marketing  costs  associated  with the  launch of the
Company's new frozen soup offering, Birds Eye Hearty Spoonfuls.  These increases
were  partially  offset  by  savings  associated  with the  headcount  reduction
described  below as well as a decrease in brokerage fees  associated  with lower
volume.  In addition,  fiscal 2002  includes a one-time  expense of $1.7 million
associated  with an  arbitrated  contract  settlement  with  Dean  Pickle.  This
settlement  resolved all disputes  regarding  product  packed for Dean Pickle in
fiscal 2002.

Continuing Segment Operating Income: Continuing segment operating income for the
2003 period was $73.8 million,  a decrease of $4.4 million,  or 5.6 percent,  as
compared  to  $78.2  million  in  the  prior  year  period.   This  decrease  is
attributable  to the factors  discussed  above and the  restructuring  charge in
fiscal 2002 described below. The decrease in operating income within  vegetables
and canned meals were $10.0 million and $2.6 million, respectively. Increases in
operating  income  within  fruits and snacks were $5.3 million and $0.2 million,
respectively. Operating income within other was consistent with the 2002 period.
Significant variances are highlighted below in the "Segment Review."

Restructuring:  On June 23, 2000,  the Company sold its pickle  business to Dean
Pickle and Specialty Product Company. As part of that sale agreement,  Birds Eye
Foods agreed to contract pack Nalley and Farman's pickle products at its Tacoma,
Washington,  facility  for a period of two years  (through  June 2002).  Once it
became  evident  that Dean Pickle and  Specialty  Product  Company  would not be
extending this contract  packing  arrangement  beyond its initial two year term,
the Company  announced  restructuring  plans in the first quarter of fiscal 2002
and took a related charge to convert the Tacoma facility for alternate uses. The
restructuring  charge was $1.1 million and was  primarily  comprised of employee
termination benefits. This amount was liquidated as of December 28, 2002.

In addition,  on October 12, 2001, the Company  announced a further reduction of
approximately   7  percent  of  its  nationwide   workforce,   for  a  total  of
approximately  300 positions.  The  reductions  were part of an ongoing focus on
low-cost  operations  and  included  both  salaried  and  hourly  positions.  In
conjunction with the reductions,  the Company recorded a charge against earnings
of  approximately  $1.6 million in the second quarter of fiscal 2002,  primarily
consisting of employee  termination  benefits.  This amount was liquidated as of
December 28, 2002.

Gain from  Pension  Curtailment:  During  September  2001,  the Company made the
decision to freeze benefits provided under its Master Salaried  Retirement Plan.
Under  the  provisions  of  SFAS  No.  88,   "Accounting   for  Settlements  and
Curtailments of Defined  Benefit  Pension Plans and for  Termination  Benefits,"
these  benefit  changes  resulted  in  the  recognition  of a $2.5  million  net
curtailment gain in the fiscal 2002 period.

Income from Great Lakes Kraut  Company,  LLC:  This amount  represents  earnings
received from the  investment  in GLK, a former joint venture  between Birds Eye
Foods and Flanagan  Brothers,  Inc.  Income from the joint  venture for the 2003
period  increased  $0.2 million to $2.0 million,  as compared to $1.8 million in
the 2002 period. This improvement is primarily the result of pricing initiatives
implemented during the fiscal fourth quarter of 2002. In March 2003, the Company
completed  a  transaction  with GLK.  See NOTE 4 to the  "Notes to  Consolidated
Financial Statements" for a further description.

Interest  Expense:  Interest  expense  for the 2003  period  was  $39.1  million
compared to $50.7 million in the 2002 period. A reduction of $7.7 million is due
to lower debt levels  resulting from the August 19, 2002 Transaction and reduced
interest rates.  These reductions were offset by interest expense related to the
Termination  Agreement  with Pro-Fac and various  adjustments  associated  with
derivative instruments entered to minimize exposure to interest rate changes.

Pro-Fac Share of Income:  Historically,  the Company's contractual  relationship
with Pro-Fac was defined in the marketing and  facilitation  agreement (the "Old
Marketing and  Facilitation  Agreement"),  which the Company and Pro-Fac entered
into in November 1994.  Under the Old Marketing and Facilitation  Agreement,  in
any year in which the Company had earnings on products which were processed from
crops supplied by Pro-Fac,  the Company paid 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 had losses on
Pro-Fac  products,  the Company  reduced 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 were
determined at the end of the fiscal year, but were accrued on an estimated basis
during the year. The Amended and Restated Marketing and Facilitation  Agreement,
entered into on August 19, 2002, in connection with the
<PAGE>
Transaction,  does not permit  Birds Eye Foods to offset its losses  against the
price paid for Pro-Fac  products or require Birds Eye Foods to share its profits
on Pro-Fac  products with Pro-Fac for any period  subsequent to the end of Birds
Eye Food's fiscal 2002 year.

Tax  Provision:  Provision for income taxes in the 2003 period was $13.9 million
compared to a tax provision of $7.3 million in the 2002 period.  The variance in
the amounts recorded is attributable to the increase in earnings before tax.

Net Income:  Net income for the 2003 period was $19.0 million compared to income
of $7.4 million in the 2002 period due to the factors noted above.

                                 Segment Review

Vegetables:  Vegetable net sales for the fiscal 2003 period were $505.0 million,
a decrease of $63.1 million,  or 11.1 percent,  as compared to $568.1 million in
the 2002 period.  The  Company's  branded  vegetable net sales  decreased  $26.2
million.  This decrease was primarily the result of continued  category declines
within the Birds Eye Voila!  skillet meal category and declines in the Company's
regional branded product lines.

Non-branded  vegetable  net sales  decreased  $36.9  million  as a result of the
expiration of two co-pack  contracts that contributed $29.5 million of net sales
in the  prior  year  period as well as the  Company's  decision  to  rationalize
certain product offerings.

The Company  tracks retail sales in many of the  categories in which it competes
using data from  Information  Resources,  Inc.  ("IRI").  IRI data are  limited,
however,  as IRI does not capture  sales at several of the  Company's  customers
including  Wal-Mart,  Costco, and others. IRI also does not track non-branded or
private  label  retail  sales by  manufacturer.  According  to IRI,  the  frozen
vegetable  category on a unit basis  declined 5 percent  for the 39-week  period
ending March 30, 2003. Including management's estimate of the Company's share of
the private label  market,  the Company  believes its overall  market share on a
unit basis in the frozen vegetable  category for the 39-week period ending March
30, 2003 was 16.3 percent compared to 16.7 percent for the 39-weeks ending March
31, 2002.  The home  replacement  skillet meal  category for the 39-week  period
ending  March 30, 2003  declined 12 percent on a unit basis.  Market  share on a
unit basis for the Company's Birds Eye Voila!  skillet meal product offering for
the  39-week  period  ending  March 30, 2003 was 22.2  percent  compared to 26.7
percent for the 39-week period ending March 31, 2002.

EBITDA for the vegetable segment in the 2003 period decreased $12.0 million,  or
18.1 percent,  to $54.3 million,  as compared to $66.3 million in the prior year
period.  The  decrease  in EBITDA is  primarily a result of  marketing  expenses
associated  with the launch of Birds Eye Hearty  Spoonfuls and declines in Birds
Eye Voila!  mentioned  above.  In addition,  the Company  experienced  increased
production  costs due to lower  production  volumes as a result of  management's
efforts to reduce  inventory  levels and a lower than  anticipated  crop  intake
resulting from unfavorable weather conditions. These higher production costs are
anticipated to negatively impact the Company's results through the first quarter
of  fiscal  2004.   Decreases  in  EBITDA  were  partially  offset  by  improved
profitability in the food service category as a result of the Company's decision
not to pursue certain food service contracts.

Fruit:  Fruit net sales for the 2003  period were $79.5  million,  a decrease of
$4.1  million or 4.9 percent,  as compared to $83.6  million in the 2002 period.
This  decrease is  primarily  attributable  to a poor 2002  cherry crop  harvest
caused by unusually  unfavorable  weather.  In  addition,  the loss of a private
label customer contributed to the decrease in net sales.

EBITDA for the fruit segment in the 2003 period increased $4.6 million,  or 23.8
percent,  to $23.9  million,  as  compared  to $19.3  million  in the prior year
period. The increase in EBITDA is largely the result of price increases taken on
cherry items.

Snacks: Net sales for the snack segment were $58.4 million,  an increase of $0.3
million, or 0.5 percent, as compared to $58.1 million in the 2002 period. EBITDA
for the snack  segment  in the 2003  period was  consistent  with the prior year
period. The results of Tim's Cascade Style Potato Chips were positively impacted
primarily by an expansion into new markets and new product categories.  However,
this  improvement  was offset by  declines at Snyder of Berlin  associated  with
category declines in the regional markets in which these products compete.

Canned  Meals:  Net sales for the canned  meals  segment were $36.4  million,  a
decrease of $0.6  million,  or 1.6 percent,  as compared to $37.0 million in the
2002  period.  EBITDA for the canned meals  segment in the 2003 period  declined
$2.6 million,  or 41.9 percent,  to $3.6 million, as compared to $6.2 million in
the prior year period.  The decline in EBITDA is largely the result of increased
promotional spending.
<PAGE>
Other:  Net sales for the other segment,  which is comprised  primarily of salad
dressings,  were $23.8 million, a decrease of $3.8 million,  or 13.8 percent, as
compared  to $27.6  million in the 2002  period.  The  decrease  in net sales is
primarily  attributable to the loss of a food service customer. The loss of this
customer  is not  anticipated  to have a  significant  impact  on the  Company's
profitability.  EBITDA  decreased by $0.2 million or 6.1 percent to $3.1 million
as compared to $3.3 million in the prior year period.  This decline is primarily
due to the reductions in salad dressing net sales discussed above.

                         LIQUIDITY AND CAPITAL RESOURCES

The  following  discussion  highlights  the  major  variances  in the  Unaudited
Consolidated  Statement  of Cash Flows for the nine months  ended March 29, 2003
compared to the nine months ended March 30, 2002.

For the nine  months  ended  March 29,  2003,  net cash  provided  by  operating
activities  was  $71.0  million  as  compared  to net  cash  used  in  operating
activities  of $59.8  million for the nine months  ended  March 30,  2002.  This
represents  an  increase of $130.8  million,  largely the result of a decline in
cash used to fund working capital needs. Net inventories decreased $39.1 million
in the current  period as compared with an increase of $11.9 million  during the
same period last year.  This  significant  reduction  is a result of  management
initiatives  to reduce  the  Company's  inventory  levels  and the  effects of a
reduced crop in certain commodities during the fall of 2002. Management believes
these crop shortages will not have a negative effect on the Company's ability to
serve its customers.  Accounts payable and other accrued  expenses  decreased by
$29.4 million in the current  period as compared  with a $93.4  million  decline
during the same period last year.  Approximately $21.6 million of the prior year
decline in accounts  payable and accrued  liabilities  related to the payment of
the remaining  balance on a one-time  inventory  purchase from AgriFrozen Foods,
Inc., a former  subsidiary of Pro-Fac.  In addition,  the decrease in the use of
cash  results  from the  timing  of the  liquidation  of  outstanding  balances.
Management will continue to focus its efforts on reducing the Company's  working
capital needs.

Net cash provided by investing  activities for the 2003 period  increased  $15.5
million  to  $10.8  million,  as  compared  to $4.7  million  used in  investing
activities in the prior year period. This increase was largely the result of the
Transaction  with GLK on March 3, 2003. See NOTE 4 to the "Notes to Consolidated
Financial  Statements."  Capital  expenditures  were $11.5  million for the 2003
period  compared  to $10.5  million in the prior year  period.  The  purchase of
property,  plant,  and  equipment  was for  general  operating  purposes  and is
considered adequate to maintain its facilities in proper working order.

Net cash used in  financing  activities  for the 2003  period was $20.1  million
compared to cash  provided by financing  activities of $64.5 million in the 2002
period,  representing  a $84.6 million  decline.  Much of this decline is due to
reduced  borrowing  needs driven by a $146.3  million  reduction in cash used in
operating  activities  during the first nine  months of fiscal  2003 as compared
with the same period last year as described  above.  The Company also  completed
the Transaction with Pro-Fac Cooperative,  Inc. and Vestar/Agrilink Holdings LLC
on August 19, 2002, resulting in a substantial  refinancing of, and modification
to, its  capital  structure.  See further  discussion  below and at NOTE 2, "The
Transaction"  to the  "Notes  to  Consolidated  Financial  Statements"  included
herein.

Senior Credit  Facility:  In connection  with the  Transaction and on August 19,
2002,  Birds Eye Foods and  certain of its  subsidiaries  entered  into a senior
secured credit  facility (the "Senior Credit  Facility") in the amount of $470.0
million  with a syndicate  of banks and other  lenders  arranged  and managed by
JPMorgan Chase Bank ("JPMorgan Chase Bank"),  as  administrative  and collateral
agent.  The Senior Credit  Facility is comprised of (i) a $200.0  million senior
secured  revolving credit facility (the "Revolving  Credit Facility") and (ii) a
$270.0 million senior secured B term loan (the "Term Loan  Facility").  The Term
Loan Facility has a maturity of six years.  The Revolving  Credit Facility has a
maturity  of five years and allows up to $40.0  million to be  available  in the
form of letters of credit.

As of March 29, 2003, (i) there were no cash  borrowings  outstanding  under the
Revolving  Credit  Facility,  (ii) there were $20.9 million in letters of credit
outstanding,  and (iii) availability under the Revolving Credit Facility,  after
taking into account the amount of borrowings and letters of credit  outstanding,
was  $179.1  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 expenditures.

The Senior Credit  Facility  bears interest at the Company's  option,  at a base
rate or LIBOR plus,  in each case,  an applicable  percentage.  The  appropriate
applicable percentage  corresponds to the Company's Consolidated Leverage Ratio,
as defined by the Senior Credit  Agreement,  and is adjusted  quarterly based on
the  calculation of the  Consolidated  Leverage Ratio. As of March 29, 2003, the
Senior Credit Facility bears interest in the case of base rate loans at the base
rate plus (i) 1.25 percent for loans under the Revolving  Credit  Facility,  and
(ii) 1.75 percent for loans under the Term Loan Facility or in the case of LIBOR
loans at LIBOR  plus (i) 2.25  percent  for  loans  under the  Revolving  Credit
Facility  and (ii) 2.75  percent  for loans  under the Term Loan  Facility.  The
initial  unused  commitment  fee is 0.375  percent on the daily  average  unused
commitment under the Revolving Credit Facility and varies based on the Company's
Consolidated Leverage Ratio.
<PAGE>
The Term Loan Facility requires payments in equal quarterly  installments in the
amount of  $675,000  until  its final  maturity  in August  2008 upon  which the
balance  will be due.  The Term  Loan  Facility  is also  subject  to  mandatory
prepayments  under various  scenarios as defined in the Senior Credit Agreement.
Provisions of the Senior Credit Agreement  require annual  payments,  within 105
days after the end of each fiscal  year,  in the amount of "excess cash flow" be
utilized to prepay the Commitment at an applicable  percentage that  corresponds
to the Company's leverage ratio.

The Senior Credit Facility contains customary  covenants and restrictions on the
Company's  activities,  including  but not  limited to: (i)  limitations  on the
incurrence of  indebtedness;  (ii) limitations on  sale-leaseback  transactions,
liens, investments, loans, advances, guarantees,  acquisitions, asset sales, and
certain  hedging   agreements;   and  (iii)  limitations  on  transactions  with
affiliates  and other  distributions.  The Senior Credit  Facility also contains
financial  covenants requiring the Company to maintain a maximum average debt to
EBITDA  ratio,  a maximum  average  senior debt to EBITDA  ratio,  and a minimum
EBITDA to  interest  expense  ratio.  As of March 29,  2003,  the Company was in
compliance with all covenants, restrictions, and requirements under the terms of
the Senior Credit Facility.

The Company's  obligations  under the Senior Credit  Facility are  guaranteed by
Holdings  Inc.  and certain of the  Company's  subsidiaries.  See NOTE 10 to the
"Notes to Consolidated Financial Statements" included herein.

The Company,  principal  shareholders  or their  affiliates,  may, from time to
time,  enter the  market to  purchase  or sell  Senior  Subordinated  Notes,  in
compliance with any applicable securities laws.

Contractual Obligations:  The following is a schedule of Birds Eye Foods' future
obligations under contracts as of March 29, 2003.
<TABLE>

(Dollars in Millions)
<CAPTION>
                                                                          Payments Due Within
                                                                                                       Over 5
Contractual Obligations                      1 Year        2 Years   3 Years    4 Years    5 Years      Years        Total
-----------------------                     --------       -------    ------    -------   --------    ---------     -------

<S>                                         <C>           <C>        <C>        <C>       <C>         <C>           <C>
Term Loan Facility                          $   2.7       $  2.7     $  2.7     $  2.7    $  66.1     $  192.4      $ 269.3
Senior Subordinated Notes - 11-7/8 Percent      0.0          0.0        0.0        0.0        0.0        200.0        200.0
Obligations under capital leases                1.0          0.8        0.8        0.7        0.0          0.0          3.3
Operating leases                                5.4          5.0        3.8        2.7        1.9          3.6         22.4
Termination Agreement                          10.0         10.0       10.0       10.0        2.0          0.0         42.0
Other long-term debt                            3.8          0.0        0.0        0.0        0.0          0.0          3.8
                                            -------       ------     ------     ------    -------     --------      -------
                                            $  22.9       $ 18.5     $ 17.3     $ 16.1    $  70.0     $  396.0      $ 540.8
                                            =======       ======     ======     ======    =======     ========      =======
</TABLE>

The  Company's  Term Loan  Facility is  guaranteed  by Holdings Inc. and certain
subsidiaries.  The Company's Senior Subordinated Notes are guaranteed by Pro-Fac
and certain subsidiaries.

The Senior  Credit  Facility  includes the Revolving  Credit  Facility of $200.0
million which has a maturity of five years. Up to $40.0 million of the Revolving
Credit Facility is available in the forms of letters of credit.

Birds Eye Foods  entered  into an  agreement to provide a guarantee in September
1995 on behalf of the City of  Montezuma  to renovate a sewage  treatment  plant
operated in Montezuma,  Georgia.  Birds Eye Foods issued a guarantee of the loan
in an original amount of  approximately  $3.3 million  including  interest.  The
guarantee  expires  in 2015  and  requires  payment  upon  the  occurrence  of a
shortfall in third-party  revenue from the  utilization of the sewage  treatment
plant. In the event of such shortfall,  Birds Eye Foods would be required to pay
the remainder of the loan for the City of Montezuma.  As of March 29, 2003,  the
outstanding loan amount including interest was $2.1 million.

In March 2003,  the Company  consummated a transaction to effect the transfer of
the assets and liabilities of GLK to Flanagan Brothers, Inc. As a result of this
transaction, the Subordinated Promissory Note was eliminated. See NOTE 4, to the
"Notes  to  Consolidated   Financial  Statements"  for  additional   information
regarding this transaction.

                          CRITICAL ACCOUNTING POLICIES

The preparation of our  consolidated  financial  statements  requires us to make
estimates and assumptions  that affect the reported  amounts.  The estimates and
assumptions  are  evaluated  on a  regular  basis  and are  based on  historical
experience  and on various  other  factors that are  believed to be  reasonable.
Estimates  and  assumptions  include,  but  are  not  limited  to:  inventories,
self-insurance  programs,  promotional  activities,  and identifiable intangible
assets, long-lived assets, and goodwill.
<PAGE>
The following are considered our more critical estimates and assumptions used in
the  preparation  of  the  consolidated   financial  statements,   although  not
inclusive.

Inventories:  Under the FIFO  method,  the cost of items  sold is based upon the
cost of the first such items produced. As a result, the last such items produced
remain  in  inventory  and the cost of these  items are used to  reflect  ending
inventory. The Company prices its inventory at the lower of cost or market value
on the first-in, first-out (FIFO) method.

A reserve is  established  for the estimated  aged  surplus,  spoiled or damaged
products,  and  discontinued  inventory items and components.  The amount of the
reserve is  determined  by  analyzing  inventory  composition,  expected  usage,
historical and projected sales information,  and other factors. Changes in sales
volume  due to  unexpected  economic  or  competitive  conditions  are among the
factors that could result in materially different amounts for this item.

Self-insurance  Programs: We record estimates for certain health and welfare and
workers'  compensation  costs that are self-insured  programs.  Should a greater
amount of claims occur  compared to what was  estimated or costs of medical care
increase beyond what was  anticipated,  reserves  recorded may not be sufficient
and additional costs could be incurred.

Promotional Activities:  Our promotional activities are conducted either through
the retail  trade  channel or  directly  with  consumers  and  involve  in-store
displays; feature price discounts on our products; consumer coupons; and similar
activities.  The costs of these activities are generally  recognized at the time
the  related  revenue is  recorded,  which  normally  precedes  the actual  cash
expenditure.  The  recognition of these costs  therefore  requires  management's
judgment  regarding  the volume of  promotional  offers that will be redeemed by
either the retail trade  channel or  consumer.  These  estimates  are made using
various  techniques   including   historical  data  on  performance  of  similar
promotional   programs.   Differences   between  estimated  expense  and  actual
redemptions are normally  insignificant and recognized as a change in management
estimate in a subsequent  period.  However,  the likelihood exists of materially
different  reported  results if  different  assumptions  or  conditions  were to
prevail.

Identifiable  Intangible Assets,  Long-Lived  Assets, and Goodwill:  The Company
assesses the carrying value of its identifiable  intangible  assets,  long-lived
assets,  and goodwill whenever events or changes in circumstances  indicate that
the carrying  amount of the  underlying  asset may not be  recoverable.  Certain
factors which may occur and indicate that an impairment exists include,  but are
not  limited  to:  significant  under  performance  relative  to  historical  or
projected future  operating  results;  significant  changes in the manner of the
Company's use of the underlying  assets;  and  significant  adverse  industry or
market trends.  In the event that the carrying value of assets are determined to
be  unrecoverable,  the Company  would record an  adjustment  to the  respective
carrying value.

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 March 29, 2003, the Company
had cash flow hedges for the Mexican peso with maturity dates ranging from April
2003 to June 2004. At March 29, 2003,  $17,000 is recorded as accumulated  other
comprehensive  income in shareholder's equity for this swap. Amounts deferred to
accumulated other  comprehensive  income will be reclassified into cost of goods
sold. During the third quarter and first nine months of fiscal 2003, $0 and $0.1
million,  respectively, was reclassified from other comprehensive income to cost
of goods sold. Hedge ineffectiveness was insignificant.

                                                        Foreign Currency
                                                      Forward Outstanding
                                                   -------------------------
Contract amounts                                   144 million Mexican pesos
Weighted average settlement exchange rate                    8.76%

Commodity  Prices:  The Company is exposed to  commodity  price risk  related to
forecasted purchases of corrugated (unbleached  kraftliner) in its manufacturing
process.  To mitigate this risk,  the Company  entered into a swap  agreement on
January 8, 2002  designated  as a cash flow hedge of its  forecasted  corrugated
purchases.  The swap agreement hedged  approximately 65 percent of the Company's
annual  corrugated  requirements.  The fair value,  as of March 29, 2003, of the
agreement is an after-tax gain of approximately $0.1 million recorded in other
<PAGE>
comprehensive  income.  During the third quarter and first nine months of fiscal
2003,  the fair value of the hedge was  reduced by  approximately  $0.1 and $0.6
million,  respectively,  (after tax) due to a decline in the floating rate/short
ton for unbleached  kraftliner.  The termination  date for the agreement is June
2003.

                                                Swap
                                       Corrugated Outstanding
                                       (Unbleached Kraftliner)
                                   -------------------------------
Notional amount                           6,000 short tons
Average paid rate                          $400/short ton
Average receive rate               Floating rate/short ton - $433
                                    Maturities through June 2003

The  Company is also  exposed to  commodity  price  risk  related to  forecasted
purchases of polyethylene in its manufacturing  process.  To mitigate this risk,
the Company entered into swap  agreements  designated as cash flow hedges of its
forecasted   polyethylene   purchases   through  June  2004.   The  swaps  hedge
approximately 80 percent of the Company's annual polyethylene requirements.  The
fair value,  as of March 29, 2003,  of the  agreements  is an after-tax  gain of
approximately  $0.1  million  in other  comprehensive  income.  During the third
quarter  and first nine months of fiscal  2003,  the fair value of the hedge was
increased by $20,000 and $0.1  million,  respectively,  (after tax)  recorded in
accumulated  other  comprehensive  income  due to an  increase  in the  floating
rate/pound for polyethylene.

                                             Swaps
                                  Polyethylene Outstanding
                                 ---------------------------
Notional amount                       6,166,666 pounds
Average paid rate                       $0.448/pound
Average receive rate             Floating rate $0.463/pound
Maturities through                         June 2004

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.  In  September  2001,  the Company  entered into an
interest rate cap agreement with a major financial  institution which expires in
October  2003.  The Company  designates  this  interest  rate cap as a cash flow
hedge.

The Company paid a one-time fee for the cap of approximately  $0.6 million.  Due
to current  borrowing rates  available,  the fair value of the interest rate cap
was adjusted to zero as of September 28, 2002.

                                  OTHER MATTERS

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 cherry crop resulting  from the fiscal 2002 growing  season was  drastically
affected  by weather  in the prime  growing  areas in  Michigan.  These  growing
regions  experienced  early season warm  weather  followed by a hard freeze that
resulted in an  estimated 80 percent  reduction  in the cherry crop  compared to
historic  harvest  tonnage.  As a  result,  raw and  frozen  cherry  costs  have
significantly  increased.  To  offset  the  cherry  cost  increase,   management
implemented a price increase on cherry items effective June 2002.

For the 2002 crop season,  dry weather  conditions in the Company's New York and
Midwest growing regions reduced crop intake.  While the reduction in crop intake
negatively impacted the efficiency of various production operations,  management
initiated  cost  reduction  steps  and  is  actively  pursuing  additional  cost
reduction  initiatives  in an  attempt  to  mitigate  some  of the  crop-related
production cost increases.

                            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.
<PAGE>


ITEM 4. CONTROLS AND PROCEDURES

The Company  maintains  disclosure  controls and procedures,  as defined in Rule
15d-14(c)  promulgated under the Securities  Exchange Act of 1934 (the "Exchange
Act"). Within the 90 days prior to the filing date of this report, the Company's
management,  including the Company's chief executive officer and chief financial
officer,  carried  out an  evaluation  of the  effectiveness  of the  design and
operation of the  Company's  disclosure  controls and  procedures.  Based on the
evaluation of these  disclosure  controls and  procedures,  the chief  executive
officer and chief  financial  officer  concluded  that the Company's  disclosure
controls and procedures are effective.

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation.

                                     PART II

ITEM 1. LEGAL PROCEEDINGS

Certain of our legal  proceedings are reported in our Annual Report on Form 10-K
Equivalent  for the year ended June 29, 2002 and our  Quarterly  Reports on Form
10-Q Equivalent for the quarters ended September 28, 2002 and December 28, 2002,
with  material  developments  since those  reports  described in NOTE 11, "Other
Matters," to the "Notes to Consolidated Financial Statements," which information
is incorporated by reference in answer to this item.

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

         Exhibit Number                      Description
                3.1             Certificate of Amendment of the Certificate of
                                Incorporation of Agrilink Foods, Inc.

                4.1             Second Supplemental Indenture dated March 1,
                                2003 amending the Indenture dated as of
                                November 18, 1998 between Agrilink Foods, Inc.
                                now known as Birds Eye Foods, Inc., the
                                Guarantors named therein, and IBJ Schroder
                                Bank & Trust Company, Inc. as Trustee.

     (b) Reports on Form 8-K:

             On January 29, 2003, the Company filed a report on Form 8-K to
             report a change in its name from Agrilink Foods, Inc. to Birds Eye
             Foods, Inc.


<PAGE>



                                   SIGNATURES


The Company has duly caused this 10-Q Equivalent to be signed on its behalf by
the undersigned, thereunto duly authorized.



                                                    BIRDS EYE FOODS, INC.



Date:  May 13, 2003                       By:/s/   Earl L. Powers
     ------------------                        --------------------------------
                                                   EARL L. POWERS
                                               EXECUTIVE VICE PRESIDENT,
                                             CHIEF FINANCIAL OFFICER and
                                                     SECRETARY
                                            (On Behalf of the Registrant and as
                                                 Principal Financial Officer
                                              and Principal Accounting Officer)


<PAGE>



                                  CERTIFICATION


I, Dennis M. Mullen, certify that:

1.   I have reviewed this quarterly report on Form 10-Q Equivalent of Birds Eye
     Foods, Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
         a)     designed such disclosure controls and procedures to ensure that
                material information relating to the registrant, including its
                consolidated subsidiaries, is made known to us by others within
                those entities, particularly during the period in which this
                quarterly report is being prepared;
         b)     evaluated the effectiveness of the registrant's disclosure
                controls and procedures as of a date within 90 days prior to the
                filing date of this quarterly report (the "Evaluation Date");
                and
         c)     presented in this quarterly report our conclusions about the
                effectiveness of the disclosure controls and procedures based on
                our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):
         a)     all significant deficiencies in the design or operation of
                internal controls which could adversely affect the registrant's
                ability to record, process, summarize and report financial data
                and have identified for the registrant's auditors any material
                weaknesses in internal controls; and
         b)     any fraud, whether or not material, that involves management or
                other employees who have a significant role in the registrant's
                internal controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



Date:   May 13, 2003                         /s/ Dennis M. Mullen
        -------------                -------------------------------------
                                               DENNIS M. MULLEN
                                                   Chairman,
                                     President and Chief Executive Officer
                                         (Principal Executive Officer)



<PAGE>




                                  CERTIFICATION


I, Earl L. Powers, certify that:

1.   I have reviewed this quarterly report on Form 10-Q Equivalent of Birds Eye
     Foods, Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
         a)     designed such disclosure controls and procedures to ensure that
                material information relating to the registrant, including its
                consolidated subsidiaries, is made known to us by others within
                those entities, particularly during the period in which this
                quarterly report is being prepared;
         b)     evaluated the effectiveness of the registrant's disclosure
                controls and procedures as of a date within 90 days prior to the
                filing date of this quarterly report (the "Evaluation Date");
                and
         c)     presented in this quarterly report our conclusions about the
                effectiveness of the disclosure controls and procedures based on
                our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):
         a)     all significant deficiencies in the design or operation of
                internal controls which could adversely affect the registrant's
                ability to record, process, summarize and report financial data
                and have identified for the registrant's auditors any material
                weaknesses in internal controls; and
         b)     any fraud, whether or not material, that involves management or
                other employees who have a significant role in the registrant's
                internal controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.




Date:   May 13, 2003             /s/            Earl L. Powers
        ------------             --------------------------------------------
                                                EARL L. POWERS
                                           Executive Vice President,
                                            Chief Financial Officer
                                                 and Secretary
                                         (Principal Financial Officer)