UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    Form 10-Q

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

                For the quarterly period ended September 23, 2000

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                        For the transition period from to

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

                              AGRILINK FOODS, INC.

             (Exact Name of Registrant as Specified in its Charter)


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

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

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

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

                                    YES X NO

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of October 28, 2000.

                              Common Stock: 10,000


<PAGE>



                          PART I. FINANCIAL INFORMATION

ITEM I.  FINANCIAL STATEMENTS

<TABLE>
Agrilink Foods, Inc.

Consolidated Statements of Operations, Accumulated Earnings/(Loss) and Comprehensive Income
(Dollars in Thousands)

(Unaudited)

                                                                                                          Quarter Ended
                                                                                               ------------------------------------
                                                                                                 September 23,        September 25,
                                                                                                      2000                 1999
                                                                                               ----------------       -------------

<S>                                                                                                <C>                  <C>
Net sales                                                                                          $  285,018           $  278,186
Cost of sales                                                                                        (202,569)            (196,557)
                                                                                                   ----------           ----------
Gross profit                                                                                           82,449               81,629
Selling, administrative, and general expenses                                                         (63,436)             (61,348)
Income from Joint Venture                                                                                 275                  491
                                                                                                   ----------           ----------
Operating income before dividing with Pro-Fac                                                          19,288               20,772
Interest expense                                                                                      (19,218)             (19,323)
                                                                                                   ----------           ----------
Pretax income before dividing with Pro-Fac                                                                 70                1,449
Pro-Fac share of income                                                                                   (34)                (724)
                                                                                                   ----------           ----------
Income before taxes                                                                                        36                  725
Tax provision                                                                                             (14)                (309)
                                                                                                   ----------           ----------
Net Income                                                                                                 22                  416
Accumulated earnings/(loss) at beginning of period                                                      4,000               (2,424)
                                                                                                   ----------           ----------
Accumulated earnings/(loss) at end of period                                                       $    4,022           $   (2,008)
                                                                                                   ==========           ==========


Net income                                                                                         $       22           $      416
Other comprehensive income
   Unrealized gain on hedging activity                                                                  2,304                    0
                                                                                                   ----------           ----------
Comprehensive income                                                                               $    2,326           $      416
                                                                                                   ==========           ==========



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


<PAGE>


<TABLE>
Agrilink Foods, Inc.
Consolidated Balance Sheets
(Dollars in Thousands)

                                                                                   September 23,       June 24,       September 25,
                                                                                        2000             2000             1999
                                                                                   -------------      ----------     --------------
                                                               ASSETS               (Unaudited)                        (Unaudited)
<S>                                                                                  <C>              <C>              <C>
Current assets:
   Cash and cash equivalents                                                         $    6,268       $    4,994       $   10,831
   Accounts receivable trade, net                                                       120,493           95,499          106,871
   Accounts receivable, other                                                            17,422            9,855           14,396
   Income taxes refundable                                                                    0            7,331            2,880
   Current deferred tax asset                                                            11,552           11,552           15,565
   Inventories                                                                          388,377          295,297          419,954
   Current investment in CoBank                                                           1,951            2,927            1,602
   Prepaid manufacturing expense                                                              0           20,296              114
   Prepaid expenses and other current assets                                             23,959           18,706           21,327
                                                                                     ----------       ----------       ----------
       Total current assets                                                             570,022          466,457          593,540
Investment in CoBank                                                                     15,893           15,893           19,693
Investment in joint venture                                                               7,049            6,775            7,170
Property, plant and equipment, net                                                      311,802          317,994          337,278
Assets held for sale at net realizable value                                                339              339            1,172
Goodwill and other intangible assets, net                                               256,135          258,545          262,059
Other assets                                                                             25,526           23,484           21,556
Note receivable due from Pro-Fac Cooperative, Inc.                                        9,400            9,400            9,400
                                                                                     ----------       ----------       ----------
       Total assets                                                                  $1,196,166       $1,098,887       $1,251,868
                                                                                     ==========       ==========       ==========


                      LIABILITIES AND SHAREHOLDER'S EQUITY

Current liabilities:
   Notes payable                                                                     $   99,000       $    5,700       $  126,800
   Current portion of obligations under capital leases                                      218              218              208
   Current portion of long-term debt                                                     16,595           16,583           16,580
   Accounts payable                                                                      89,554           80,687          104,594
   Income taxes payable                                                                   1,945                0                0
   Accrued interest                                                                      15,771           11,398           11,059
   Accrued employee compensation                                                         11,533           10,114           13,555
   Other accrued expenses                                                                60,958           64,138           76,230
   Due to AgriFrozen Foods, Inc.                                                          1,819           14,384            3,413
   Due to Pro-Fac Cooperative, Inc.                                                      15,449            9,141           22,861
                                                                                     ----------       ----------       ----------
       Total current liabilities                                                        312,842          212,363          375,300
Obligations under capital leases                                                            520              520              568
Long-term debt                                                                          639,280          644,712          660,640
Deferred income tax liabilities                                                          32,262           32,262           23,174
Other non-current liabilities                                                            29,758           29,852           27,886
                                                                                     ----------       ----------       ----------
       Total liabilities                                                              1,014,662          919,709        1,087,568
                                                                                     ----------       ----------       ----------
Commitments and contingencies
Shareholder's Equity:

   Common stock, par value $.01;
     10,000 shares outstanding, owned by Pro-Fac                                              0                0                0
   Additional paid-in capital                                                           175,703          175,703          167,071
   Accumulated earnings/(deficit)                                                         4,022            4,000           (2,008)
   Accumulated other comprehensive income/(loss):
     Unrealized gain on hedging activity                                                  2,304                0                0
     Minimum pension liability adjustment                                                  (525)            (525)            (763)
                                                                                     ----------       ----------       ----------
       Total shareholder's equity                                                       181,504          179,178          164,300
                                                                                     ----------       ----------       ----------
       Total liabilities and shareholder's equity                                    $1,196,166       $1,098,887       $1,251,868
                                                                                     ==========       ==========       ==========



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


<PAGE>


<TABLE>
Agrilink Foods, Inc.
Consolidated Statements of Cash Flows

(Dollars in Thousands)

(Unaudited)                                                                                                  Quarter Ended
                                                                                                 ----------------------------------
                                                                                                 September 23,        September 25,
                                                                                                     2000                 1999
                                                                                                 --------------       -------------
<S>                                                                                                <C>                  <C>
Cash Flows From Operating Activities:
   Net income                                                                                      $       22           $      416
   Adjustments to reconcile net income to net cash used in operating activities -
     Interest-in-kind on subordinated promissory note                                                     402                  384
     Depreciation                                                                                       7,727                7,446
     Amortization of goodwill and other intangibles                                                     2,514                2,105
     Amortization of debt issue costs and discount on subordinated promissory note                      1,159                1,025
     Equity in undistributed earnings of joint venture                                                   (275)                (491)
     Change in assets and liabilities:
       Accounts receivable                                                                            (32,561)             (33,653)
       Inventories and prepaid manufacturing expense                                                  (72,784)            (108,281)
       Income taxes refundable/(payable)                                                                7,565                6,480
       Accounts payable and other accrued expenses                                                     11,479               28,856
       Due to AgriFrozen Foods                                                                        (12,565)              (3,402)
       Due to Pro-Fac                                                                                   6,308                7,799
       Other assets and liabilities, net                                                               (3,272)              (4,603)
                                                                                                   ----------           ----------
Net cash used in operating activities                                                                 (84,281)             (95,919)
                                                                                                   ----------           ----------

Cash Flows From Investing Activities:
   Purchase of property, plant and equipment                                                           (7,590)              (8,314)
   Proceeds from disposals                                                                              5,053                  273
   Proceeds from investment in CoBank                                                                     976                  801
                                                                                                   ----------           ----------
Net cash used in investing activities                                                                  (1,561)              (7,240)
                                                                                                   ----------           ----------

Cash Flows From Financing Activities:
   Net proceeds from issuance of short-term debt                                                       93,300              107,900
   Payments on long-term debt                                                                          (6,184)                (450)
                                                                                                   ----------           ----------
Net cash provided by financing activities                                                              87,116              107,450
                                                                                                   ----------           ----------
Net change in cash and cash equivalents                                                                 1,274                4,291
Cash and cash equivalents at beginning of period                                                        4,994                6,540
                                                                                                   ----------           ----------
Cash and cash equivalents at end of period                                                         $    6,268           $   10,831
                                                                                                   ==========           ==========

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


<PAGE>




                              AGRILINK FOODS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.       SUMMARY OF ACCOUNTING POLICIES

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

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

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

Reclassification:  Certain  items for  fiscal  2000 have  been  reclassified  to
conform with the current period presentation.

NOTE 2.       ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

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

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

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

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

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


<PAGE>


During  the first  quarter  of  fiscal  2001,  approximately  $0.3  million  was
reclassified  from  other  comprehensive  income  to cost of goods  sold.  Hedge
ineffectiveness was insignificant.

Commodity  Prices:  The Company is exposed to  commodity  price risk  related to
forecasted  purchases of soybean oil, an ingredient in the  manufacture of salad
dressings and mayonnaise.  To mitigate this risk, the Company designates soybean
oil  forward  contracts  as cash  flow  hedges  of its  forecasted  soybean  oil
purchases.  At September  23, 2000,  the Company had open soybean oil  contracts
hedging  approximately 70 percent of its planned soybean oil requirements during
fiscal 2001. The fair value of these open contracts was $64,800 at September 23,
2000.  During the first  quarter of fiscal  2001,  an  immaterial  loss on these
contracts  was  recorded in cost of goods  sold.  All open  contracts  mature by
January 2001.

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  designates a swap agreement as a cash flow hedge of its
forecasted corrugated purchases.  At September 23, 2000, the Company had an open
swap hedging  approximately 80 percent of its planned  corrugated  requirements.
The fair value of this  agreement  was  immaterial  at September  23, 2000.  The
termination date for the agreement is June 2001.

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

The first  interest  rate swap  contract  required  payment  of a fixed  rate of
interest  (4.96  percent)  and the  receiving  of a  variable  rate of  interest
(three-month  LIBOR of 6.77  percent as of  September  23, 2000) on $150 million
notional  amount of  indebtedness.  The Company had a second  interest rate swap
contract to pay a fixed rate of interest  (5.32  percent) and receive a variable
rate of interest (three-month LIBOR of 6.77 percent as of September 23, 2000) on
$100 million  notional amount of  indebtedness.  Approximately 59 percent of the
underlying debt is being hedged with these interest rate swaps.

The Company designates these interest rate swap contacts as cash flow hedges. At
September 23, 2000,  the fair value of the  contracts  was an after-tax  gain of
$2.1  million,   recorded  in   accumulated   other   comprehensive   income  in
shareholder's equity.

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

NOTE 3:       DISPOSITIONS

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

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

Sale of Midwest Private Label Canned  Vegetable  Business:  On November 8, 1999,
the Company  completed the sale of Agrilink  Foods' Midwest private label canned
vegetable  business  to  Seneca  Foods.  Included  in this  transaction  was the
Arlington,  Minnesota  facility.  The Company received proceeds of approximately
$42.4 million which were applied to borrowings  outstanding  under the Company's
revolving credit facility. In addition,  Seneca Foods issued to Agrilink Foods a
$5.0 million unsecured subordinated


<PAGE>


promissory  note due  February  8, 2009.  This  transaction  did not include the
Company's  retail  branded  canned   vegetables,   Veg-All  and  Freshlike.   No
significant gain or loss was recognized on this transaction.

NOTE 4.       AGREEMENTS WITH PRO-FAC

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

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

Amounts  received by Pro-Fac  from  Agrilink  Foods for the three  months  ended
September 23, 2000 and September  25, 1999 include:  commercial  market value of
crops delivered, $48.4 million and $53.3 million,  respectively;  and additional
proceeds  from  profit   sharing   provisions  of,  $34,000  and  $0.7  million,
respectively.

NOTE 5.       INVENTORIES

The major classes of inventories are as follows:

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

Finished goods                $  346,808        $  250,112          $ 375,877
Raw materials and supplies        41,569            45,185             44,077
                              ----------        ----------          ---------
                              $  388,377        $  295,297          $ 419,954
                              ==========        ==========          =========

NOTE 6.       DEBT

Summary of Long-Term Debt:

(Dollars in Thousands)

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

Term Loan Facility              $  422,400        $  428,300        $ 446,400
Senior Subordinated Notes          200,015           200,015          200,015
Subordinated Promissory Note        26,909            26,144           24,056
Other                                6,551             6,836            6,749
                                ----------        ----------        ---------
Total Debt                         655,875           661,295          677,220
Less Current Portion               (16,595)          (16,583)         (16,580)
                                ----------           -------        ---------
Total Long-Term Debt            $  639,280        $  644,712        $ 660,640
                                ==========        ==========        =========



<PAGE>


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

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

NOTE 7.       OTHER MATTERS

Restructuring:  During  the third  quarter of fiscal  1999,  the  Company  began
implementation of a corporate-wide restructuring program. The overall objectives
of the plan  were to  reduce  expenses,  improve  productivity,  and  streamline
operations.  The total  restructuring  charge  amounted to $5.0  million and was
primarily comprised of employee  termination  benefits.  Efforts have focused on
the  consolidation  of operating  functions and the elimination of approximately
five percent of the work force.  Reductions in personnel include operational and
administrative positions and have improved annual earnings by approximately $8.0
million.  Of this charge,  $4.3 million has been  liquidated,  and the remaining
termination benefits will be liquidated during fiscal 2001.

NOTE 8.       OPERATING SEGMENTS

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

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


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

<TABLE>
(Dollars in Millions)                                    Quarter Ended
                                             ---------------------------------------
                                            September 23, 2000    September 25, 1999
                                            ------------------    ------------------
<S>                                            <C>                  <C>
Net Sales:
   Vegetables                                  $    207.7           $    172.3
   Fruits                                            25.5                 23.3
   Snacks                                            23.4                 21.4
   Canned Meals                                      15.7                 16.6
   Other                                             12.7                 14.7
                                               ----------           ----------
     Continuing segments                            285.0                248.3
   Businesses sold1                                   0.0                 29.9
                                               ----------           ----------
       Total                                   $    285.0           $    278.2
                                               ==========           ==========

Operating income:
   Vegetables2                                 $     10.5           $     13.4
   Fruits                                             3.8                  3.3
   Snacks                                             1.7                  1.5
   Canned Meals                                       2.5                  1.9
   Other                                              0.8                  0.9
                                               ----------           ----------
     Continuing segments                             19.3                 21.0
   Businesses sold1                                   0.0                 (0.2)
                                               ----------           ----------
Operating income before dividing with Pro-Fac        19.3                 20.8
Interest expense                                    (19.2)               (19.3)
                                               ----------           ----------
Pretax income before dividing with Pro-Fac     $      0.1           $      1.5
                                               ==========           ==========

<FN>
1    Includes  the  private  label  canned  vegetable  business  and the  pickle
     business sold in fiscal 2000.

2    The  vegetable  product line includes  earnings  derived from the Company's
     investment  in a joint  venture of $0.3  million and $0.5 million in fiscal
     2001 and fiscal 2000, respectively.
</FN>
</TABLE>

NOTE 9.       SUBSIDIARY GUARANTORS

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

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


<PAGE>


(Dollars in Thousands)
                                                     Quarter Ended
                                         ------------------------------------
                                          September 23,         September 25,
                                           2000                     1999
                                         ------------           -------------

Summarized Statement of Operations:
    Net sales                              $  18,943              $  18,262
    Gross profit                              14,842                 14,384
    Income from continuing operations         15,669                 14,132
    Net income                                10,185                  9,186

Summarized Balance Sheet:
    Current assets                         $   3,266              $   2,511
    Noncurrent assets                        209,901                215,813
    Current liabilities                        7,041                  5,583

               CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

From time to time,  the  Company  makes  oral and  written  statements  that may
constitute  "forward-looking  statements"  as defined in the Private  Securities
Litigation  Reform Act of 1995 (the  "Act") or by the  Securities  and  Exchange
Commission ("SEC") in its rules, regulations,  and releases. The Company desires
to take advantage of the "safe harbor" provisions in the Act for forward-looking
statements  made  from  time  to  time,  including,  but  not  limited  to,  the
forward-looking information contained in Management's Discussion and Analysis of
Financial  Condition  and  Results  of  Operations  (pages  10 to 14) and  other
statements made in this Form 10-Q and in other filings with the SEC.

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

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

|X|  the impact of changes in consumer demand,

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

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

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

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

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

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

The  purpose  of this  discussion  is to outline  the  significant  reasons  for
material  changes in the  Unaudited  Consolidated  Statement of  Operations  and
Accumulated  Earnings/(Loss)  in the first  quarter of fiscal 2001 versus fiscal
2000.

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



<PAGE>


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!,  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,  popcorn and other corn-based snack items. Branded products within
the snack category  include Tim's Cascade Chips,  Snyder of Berlin,  Husman,  La
Restaurante,  Erin's, Beehive, Pops-Rite, and Super Pop. The canned meal product
line includes canned meat products such as chilies,  stews,  soups,  and various
other  ready-to-eat  prepared  meals.  Branded  products  within the canned meal
category include Nalley.  The Company's other product line primarily  represents
salad dressings.  Brand products within the "other" category include Bernstein's
and Nalley.

The following  tables  illustrate  the results of operations by product line for
the three-month period ended September 23, 2000 and September 25, 1999.

EBITDA1

(Dollars in Millions)

                                             Quarter Ended
                              ------------------------------------------
                                  September 23,         September 25,
                                      2000                  1999
                              -------------------     ------------------
                                           % of                   % of
                                  $        Total          $        Total
                              ----------  --------    ----------  ------

Vegetables                     $ 18.0       61.2%     $  20.0        66.0%
Fruits                            4.4       15.0          3.7        12.2
Snacks                            2.8        9.5          2.4         7.9
Canned Meals                      2.8        9.5          2.3         7.6
Other                             1.4        4.8          1.4         4.6
                               ------      -----      -------      ------
     Continuing segments         29.4      100.0         29.8        98.3
Businesses sold2                  0.0        0.0          0.5         1.7
                               ------      -----      -------      ------
     Total                     $ 29.4      100.0%     $  30.3       100.0%
                               ======      =====      =======      ======

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

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

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

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


<PAGE>


Net Sales
(Dollars in Millions)

                                          Quarter Ended
                           ------------------------------------------
                               September 23,         September 25,
                                   2000                  1999
                           -------------------     ------------------
                                        % of                     % of
                               $        Total          $         Total
                           ----------  --------    ----------   -------

Vegetables                  $207.7       72.9%     $ 172.3        61.9%
Fruits                        25.5        8.9         23.3         8.4
Snacks                        23.4        8.2         21.4         7.7
Canned Meals                  15.7        5.5         16.6         6.0
Other                         12.7        4.5         14.7         5.3
                            ------      -----      -------      ------
     Continuing segments     285.0      100.0        248.3        89.3
Businesses sold1               0.0        0.0         29.9        10.7
                            ------      -----      -------      ------
     Total                  $285.0      100.0%     $ 278.2       100.0%
                            ======      =====      =======      ======

1    Represents  net sales of the private  label canned  vegetable  business and
     pickle  business  sold  in  fiscal  2000.  See  NOTE  3 to  the  "Notes  to
     Consolidated Financial Statements."

Operating Income
(Dollars in Millions)

                                             Quarter Ended
                              ------------------------------------------
                                  September 23,         September 25,
                                      2000                  1999
                              -------------------     ------------------
                                           % of                   % of
                                  $        Total          $        Total
                              ----------  --------    ----------  ------

Vegetables                     $ 10.5       54.4%     $  13.4        64.4%
Fruits                            3.8       19.7          3.3        15.9
Snacks                            1.7        8.8          1.5         7.2
Canned Meals                      2.5       13.0          1.9         9.1
Other                             0.8        4.1          0.9         4.3
                               ------      -----      -------      ------
     Continuing segments         19.3      100.0         21.0       100.9
Businesses sold1                  0.0        0.0         (0.2)       (0.9)
                               ------      -----      -------      ------
     Total                     $ 19.3      100.0%     $  20.8       100.0%
                               ======      =====      =======      ======

1   Represents  the  operating  results of the private  label  canned  vegetable
    business and pickle  business sold in fiscal 2000.  See NOTE 3 to the "Notes
    to Consolidated Financial Statements."

       CHANGES FROM FIRST QUARTER FISCAL 2001 TO FIRST QUARTER FISCAL 2000

Net  income  for the first  quarter of fiscal  2001  showed a modest  decline as
compared to the first quarter of fiscal 2000. However, net sales from continuing
segments  showed an increase of $36.7  million,  or 14.8 percent.  Approximately
$11.2 million of the net sales  improvement  was  attributable to an increase in
frozen  vegetable  sales,  and an additional  $21.5 million was associated  with
various co-pack  agreements into which the Company has recently entered.  In the
first quarter of fiscal 2001,  the Company also  experienced  an increase in its
manufacturing  costs  associated with lower than  anticipated crop intake in the
eastern  part of the  country.  In  addition,  the  Company has  experienced  an
increase in  administrative  and general expenses  primarily  associated with an
investment  in  its  infrastructure   development  and  the  timing  of  various
promotional and marketing efforts.  Management continues to focus its efforts on
cost savings initiatives to reduce its overall spending.


<PAGE>


Management  also utilizes an evaluation of EBITDA from continuing  segments,  as
presented on page 11 as a measure of  performance.  Excluding  businesses  sold,
EBITDA from continuing segments decreased $0.4 million, or 1.3 percent, to $29.4
million in the first  quarter of the current  fiscal year from $29.8  million in
the first  quarter  of the prior  fiscal  year.  A  detailed  accounting  of the
significant reasons for changes in net sales and EBITDA by product line follows.

Vegetable  sales  increased  $35.4  million  or 20.5  percent.  This  growth  is
primarily  attributable  to a $7.7 million  increase in sales in branded  frozen
vegetables  primarily  within  the  Birds  Eye  brand.  For the 12  weeks  ended
September 17, 2000, the total frozen  vegetable  category unit sales  percentage
change versus a year ago, as reported by Information Resources Inc., is down 2.1
percent.  The Birds  Eye  brand  unit  volume  in the same  timeframe  is up 5.0
percentage  points wile the category leader is down 7.5 percentage  points.  The
Birds Eye brand unit share  change in the same  timeframe  is up 1.0  percentage
points, the category leader is down 1.1 percentage  points. In addition,  volume
improvements in private label and food service frozen  vegetables  accounted for
$2.5 million of the increase.  Further,  various  co-pack  agreements for canned
vegetables  in the Midwest and for pickles in the  Northwest in total  accounted
for $21.5 million of the  increase.  While these  co-pack  agreements  typically
yield lower margins than the Company's other product lines,  they do provide for
greater utilization of manufacturing facilities. Although vegetables experienced
an increase  in net sales,  EBITDA  decreased  $2.0  million,  while the branded
businesses  continued to show  improvements,  this reduction is  attributable to
competitive   pressures  experienced  within  the  non-branded  segment  of  the
Company's  businesses  which has  resulted in lower  margins.  In  addition,  as
highlighted  above, the Company has experienced an increase in its manufacturing
costs and various selling, administrative, and general expenses which negatively
impacted  the  results of the  vegetable  product  line in the first  quarter of
fiscal 2001.

Net sales for the fruit product line  increased  $2.2  million,  or 9.4 percent,
while EBITDA increased $0.7 million,  or 18.9 percent.  These  improvements were
primarily  the  result  of  increased  branded  volume  in this  category  which
typically yields higher margins.

Net sales for the snack product line  increased  $2.0  million,  or 9.3 percent,
primarily due to increased volume within the potato chip category.  Accordingly,
EBITDA also showed improvements of $0.4 million, or 16.7 percent. EBITDA further
benefited from lower  packaging  costs and the impact in fiscal 2000 of residual
strike related costs at the Company's Snyder of Berlin facility. This matter was
settled in July 2000,  and  management  believes its current  relationship  with
these employees is good.

Net sales for canned meals  decreased  $0.9  million,  or 5.4 percent.  However,
EBITDA increased $0.5 million from $2.3 million to $2.8 million. The increase in
EBITDA primarily  resulted from changes in product mix and the timing of various
promotional programs.

The other product line,  which  primarily  represents  dressings,  experienced a
decrease  in net sales of  approximately  $2.0  million,  or 13.6  percent,  due
primarily to a decline in unit volume  associated with a private label customer.
EBITDA, however,  remained consistent as the decrease in private label sales was
offset with branded sales at a higher margin. In addition, the Company benefited
from reductions in product costs, primarily due to oils.

Operating  Income:  Excluding the impact of businesses  sold,  operating  income
decreased  from  $21.0  million  in the first  quarter  of fiscal  2000 to $19.3
million in the first quarter of fiscal 2001.  This represents a decrease of $1.7
million or 8.1  percent.  Significant  variances  are  highlighted  above in the
discussion of EBITDA and net sales from continuing segments.

Selling,  Administrative,  and General Expenses:  Selling,  administrative,  and
general expenses have increased $2.1 million,  or 3.4 percent,  as compared with
the first  quarter of the prior  fiscal year.  As noted  above,  the increase is
primarily  attributable  to  an  investment  in  the  Company's   infrastructure
development  and  information  system  needs,  along  with the timing of certain
promotional and marketing efforts.

Income from Joint Venture:  This amount  represents  earnings  received from the
investment in Great Lakes Kraut LLC, a joint venture between  Agrilink Foods and
Flanagan  Brothers,  Inc. Earnings from the joint venture decreased $0.2 million
as  compared  to the prior  year and is the  result of changes in sales mix to a
greater percentage of industrial sales versus branded product sales.  Management
expects this trend to reverse during the second quarter.

Interest  Expense:  Interest expense  decreased $0.1 million to $19.2 million in
the first  quarter  of fiscal  2001 from $19.3  million in the first  quarter of
fiscal 2000.  The decrease is the result of lower average  outstanding  balances
during  the  quarter of  approximately  $47.1  million  due to timing of working
capital  requirements,  primarily  within  inventory.  The  Company  has focused
efforts during the


<PAGE>


first  quarter on inventory  reduction to reduce its  seasonal  borrowings.  The
reductions in outstanding  balances were, however,  offset by an increase in the
weighted average interest rate of 0.44 percent.

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

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

Tax  Provision:  The provision  for income taxes  decreased  approximately  $0.3
million  from the prior year as a result of the change in  earnings  before tax.
Agrilink   Foods'   effective   tax   rate  is   negatively   impacted   by  the
non-deductibility of certain amounts of goodwill.

                         LIQUIDITY AND CAPITAL RESOURCES

The  following  discussion  highlights  the major  variances  in the  "Unaudited
Consolidated  Statement  of Cash  Flows" for the first  quarter  of fiscal  2001
compared to the first quarter of fiscal 2000.

Net cash used in operating  activities  decreased  $11.6  million over the first
quarter  of the prior  fiscal  year.  This  decrease  primarily  results  from a
decrease in inventories  due to both  management  efforts to reduce  outstanding
inventory  levels and the late  harvesting  of crops in the eastern  part of the
country.

Net cash used in  investing  activities  in the  first  quarter  of fiscal  2001
decreased  $5.7  million from the first  quarter of fiscal 2000.  The change was
primarily  a result of $5.0  million  in  proceeds  received  in fiscal  2001 in
conjunction with the sale of pickle  machinery and equipment.  See NOTE 3 to the
"Notes to Consolidated Financial Statements."

Net cash provided by financing activities decreased $20.3 million.  This was due
to a decline in the net cash used in operating  activities  as  described  above
which  resulted  in a decrease  in the  short-term  borrowing  requirements.  In
addition,  the  increase  in  payments on  long-term  debt was  impacted by $3.2
million  of  mandatory  prepayments  in  fiscal  2001 as a result of the sale of
pickle equipment and $2.5 million attributable to required repayments.

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

As of September 23, 2000, (i) cash  borrowings  outstanding  under the Revolving
Credit Facility were $99.0 million,  (ii) there were $15.9 million in letters of
credit outstanding, and (iii) additional availability under the Revolving Credit
Facility,  after  taking into  account the amount of  borrowings  and letters of
credit outstanding,  was $85.1 million.  The Company believes that the cash flow
generated by operations  and the amounts  available  under the Revolving  Credit
Facility  provide  adequate  liquidity to fund working capital needs and capital
expenditures.

Certain  financing  arrangements  require that  Pro-Fac and Agrilink  Foods meet
certain  financial  tests and ratios and comply with  certain  restrictions  and
limitations. As of September 23, 2000, Pro-Fac and the Company are in compliance
with all covenants,  restrictions, and limitations under the terms of the credit
facility as amended.

ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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


<PAGE>


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. During fiscal 2000, the Company
entered into cash flow hedges for the Mexican peso with  maturity  dates ranging
from July 2000 to April 2001. At September 23, 2000,  the fair value of the open
contracts was an after-tax gain of $0.2 million,  recorded in accumulated  other
comprehensive  income in shareholder's  equity.  Amounts deferred to accumulated
other  comprehensive  income will be reclassified into cost of goods sold within
the next 12 months. During the first quarter of fiscal 2001,  approximately $0.3
million was reclassified from other comprehensive  income to cost of goods sold.
Hedge ineffectiveness was insignificant.

                                                   Foreign Currency
                                                       Forward

Contract amounts                                   101,000,000 Pesos
Weighted average settlement exchange rate          10.3579%

Commodity  Prices:  The Company is exposed to  commodity  price risk  related to
forecasted  purchases of soybean oil, an ingredient in the  manufacture of salad
dressings and mayonnaise.  To mitigate this risk, the Company designates soybean
oil  forward  contracts  as cash  flow  hedges  of its  forecasted  soybean  oil
purchases.  At September  23, 2000,  the Company had open soybean oil  contracts
hedging  approximately 70 percent of its planned soybean oil requirements during
fiscal 2001. The fair value of these open contracts was $64,800 at September 23,
2000.  During the first  quarter of fiscal  2001,  an  immaterial  loss on these
contracts  was  recorded in cost of goods  sold.  All open  contracts  mature by
January 2001.

                                                        Options
                                                      Soybean Oil

Contract amounts                                    24 million pounds
Weighted average strike                             $.1825/pound

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  designates a swap agreement as a cash flow hedge of its
forecasted corrugated purchases.  At September 23, 2000, the Company had an open
swap hedging  approximately 80 percent of its planned  corrugated  requirements.
The fair value of this  agreement  was  immaterial  at September  23, 2000.  The
termination date for the agreement is June 2001.

                                              Swap
                                            Corrugated
                                      (Unbleached Kraftliner)

Notional amount                    30,000 short tons
Average paid rate                  $475/short ton
Average receive rate               Floating rate/short ton - $475
Maturities through                 June 2001

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

The first  interest  rate swap  contract  required  payment  of a fixed  rate of
interest  (4.96  percent)  and the  receiving  of a  variable  rate of  interest
(three-month  LIBOR of 6.77  percent as of  September  23, 2000) on $150 million
notional  amount of  indebtedness.  The Company had a second  interest rate swap
contract to pay a fixed rate of interest  (5.32  percent) and receive a variable
rate of interest


<PAGE>


(three-month  LIBOR of 6.77  percent as of  September  23, 2000) on $100 million
notional amount of indebtedness. Approximately 59 percent of the underlying debt
is being hedged with these interest rate swaps.

The Company designates these interest rate swap contacts as cash flow hedges. At
September 23, 2000,  the fair value of the  contracts  was an after-tax  gain of
$2.1  million,   recorded  in   accumulated   other   comprehensive   income  in
shareholders' equity.

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

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

                                                  September 23, 2000
Interest Rate Swap:
Variable to Fixed - notional amount               $250,000,000
   Average pay rate                               4.96 - 5.32%
   Average receive rate                           Floating rate - 6.77%
   Maturities through                                 2001

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

OTHER MATTERS

Restructuring:  During  the third  quarter of fiscal  1999,  the  Company  began
implementation of a corporate-wide restructuring program. The overall objectives
of the plan  were to  reduce  expenses,  improve  productivity,  and  streamline
operations.  The total  restructuring  charge  amounted to $5.0  million and was
primarily comprised of employee  termination  benefits.  Efforts have focused on
the  consolidation  of operating  functions and the elimination of approximately
five percent of the work force.  Reductions in personnel include operational and
administrative positions and have improved annual earnings by approximately $8.0
million.  Of this charge,  $4.3 million has been  liquidated,  and the remaining
termination benefits will be liquidated during fiscal 2001.

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

The effect of the 2000 growing season on fiscal 2001 financial results cannot be
estimated until late 2000 or early calendar 2001 when harvesting is complete and
when local and national supplies can be determined.

MARKET AND INDUSTRY DATA

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


<PAGE>


ITEM 6 - EXHIBITS AND REPORTS ON FORM 10-Q

     (a) Exhibits

           Exhibit Number              Description

                10.1        Sixth Amendment to Credit Agreement among Agrilink
                            Foods, Inc., Pro-Fac Cooperative, Inc., Harris Trust
                            and Savings Bank, Bank of Montreal, Chicago Branch,
                            and the Lenders from time to time party hereto,
                            dated September 23, 1998

                27          Financial Data Schedule

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

     (b) Reports on Form 8-K:

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


<PAGE>



                                   SIGNATURES

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

                                                  AGRILINK FOODS, INC.

Date:  November 6, 2000                 By:/s/   Earl L. Powers
       ----------------                    -----------------------------------
                                                     EARL L. POWERS
                                          EXECUTIVE VICE PRESIDENT FINANCE AND
                                                 CHIEF FINANCIAL OFFICER
                                           (On Behalf of the Registrant and as
                                               Principal Financial Officer
                                            and Principal Accounting Officer)