Page 1 of 12 Pages




                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    Form 10-Q


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

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

                For the quarterly period ended September 28, 1996

                                       OR

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

                        For the transition period from to

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


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


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

                90 Linden Place, PO Box 681, Rochester, NY 14603
               (Address of Principal Executive Offices)  (Zip Code)

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


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

                                    YES X NO

     Indicate the number of shares  outstanding of each of the issuer's  classes
     of common stock as of October 15, 1996.

                              Common Stock: 10,000


<PAGE>

                                                                4
                          PART I. FINANCIAL INFORMATION

ITEM I.  FINANCIAL STATEMENTS

<TABLE>
Curtice-Burns Foods, Inc.
Consolidated Statement of Operations

(Dollars in Thousands)
<CAPTION>

                                                                                                   Quarter Ended
                                                                                         September 28,     September 23,
                                                                                             1996              1995

<S>                                                                                       <C>                <C>     
Net sales                                                                                 $174,000           $165,178
Cost of sales                                                                              132,309            122,646
Gross profit                                                                                41,691             42,532
Selling, administrative, and general expenses                                              (32,916)           (36,725)
Operating income before dividing with Pro-Fac                                                8,775              5,807
Interest expense                                                                            (9,375)           (10,046)
Pretax loss before dividing with Pro-Fac and before cumulative effect of an
   accounting change                                                                          (600)            (4,239)
Pro-Fac share of loss before cumulative effect of an accounting change                         276              2,120
Loss before taxes and cumulative effect of an accounting change                               (324)            (2,119)
Tax (provision)/benefit                                                                        (73)               285
Loss before cumulative effect of an accounting change                                         (397)            (1,834)
Cumulative effect of an accounting change before dividing with Pro-Fac                       4,516                  0
Pro-Fac share of accounting change                                                          (2,630)                 0
Net income/(loss)                                                                         $  1,489           $ (1,834)

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

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

(Dollars in Thousands)
<CAPTION>
                                                                                       September 28,   June 29,     September 23,
                                                                                           1996          1996           1995
<S>                                            <C>           <C>          <C>           <C>           <C>              <C>
Assets
Current assets:
   Cash and cash equivalents                                                           $  6,682       $  8,873        $  6,068
   Accounts receivable trade, net                                                        62,020         47,259          60,913
   Accounts receivable, other                                                             8,413          8,959          12,753
   Income taxes refundable                                                                    0              0           1,105
   Current deferred tax asset                                                            11,724         11,724           3,954
   Inventories -
     Finished goods                                                                     158,474         97,018         179,559
     Raw materials and supplies                                                          35,161         33,556          52,387
       Total inventories                                                                193,635        130,574         231,946
   Receivable from Pro-Fac                                                                    0              0           5,725
   Prepaid manufacturing expense                                                          1,111         11,339               0
   Prepaid expenses and other current assets                                              8,570          1,066           4,944
       Total current assets                                                             292,155        219,794         327,408
Investment in Bank                                                                       24,439         24,439          22,907
Property, plant, and equipment, net                                                     269,254        268,389         276,461
Assets held for sale                                                                      5,113          5,368           5,521
Goodwill and other intangibles, net                                                     102,734        103,760          79,375
Other assets                                                                             12,549         12,500          13,560
       Total assets                                                                    $706,244       $634,250        $725,232
Liabilities and Shareholder Equity
Current liabilities:
   Notes payable                                                                       $ 63,000       $      0        $ 86,000
   Current portion of obligations under capital leases                                      548            547             764
   Current portion of long-term debt                                                      8,075          8,075           8,008
   Accounts payable                                                                      46,150         54,661          59,122
   Income taxes payable                                                                   5,054          3,836               0
   Due to Pro-Fac                                                                         6,682          2,215               0
   Accrued interest                                                                       4,741          9,447           4,525
   Accrued employee compensation                                                          8,143          8,368           7,042
   Accrued manufacturing expense                                                              0              0             787
   Other accrued expenses                                                                27,555         24,770          19,295
       Total current liabilities                                                        169,948        111,919         185,543
Long-term debt                                                                          162,164        149,683         185,274
Senior subordinated notes                                                               160,000        160,000         160,000
Obligations under capital leases                                                          1,125          1,125           1,650
Deferred income tax liabilities                                                          51,572         51,572          34,923
Other non-current liabilities                                                            20,716         20,746          18,593
       Total liabilities                                                                565,525        495,045         585,983
Commitments and Contingencies
Shareholder Equity:
   Common stock, par value $.01; 10,000 shares
     outstanding, owned by Pro-Fac                                                            0              0               0

                                             September 28,   June 29,   September 23,
                                                1996           1996         1995

   Additional paid-in capital:
     Shareholder paid-in capital               $151,108      $151,083     $151,083
     Less capital contribution receivable             0             0      (10,000)
                                               $151,108      $151,083     $141,083      151,108        151,083         141,083
     Accumulated deficit                                                                (10,389)       (11,878)         (1,834)
       Total shareholder equity                                                         140,719        139,205         139,249
       Total liabilities and shareholder equity                                        $706,244       $634,250        $725,232

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

<TABLE>
Curtice-Burns Foods, Inc.
Consolidated Statement of Cash Flows

                                                                                                        Quarter Ended
(Dollars in Thousands)                                                                          September 28,   September 23,
<CAPTION>
                                                                                                    1996            1995
<S>                                                                                               <C>            <C>      
Cash Flows From Operating Activities:
   Net income/(loss)                                                                              $  1,489       $ (1,834)
   Adjustments to reconcile net income/(loss) to net cash provided by operating activities -
     Amortization of goodwill, other intangibles, and financing fees                                 1,226          1,180
     Depreciation                                                                                    6,202          6,374
     Cumulative effect of an accounting change                                                      (1,886)             0
     Change in assets and liabilities:
       Accounts receivable                                                                         (14,215)        (5,138)
       Inventories                                                                                 (63,061)       (67,486)
       Income taxes payable/refundable                                                                  17            (62)
       Accounts payable and accrued expenses                                                          (429)          (580)
       Payable to/receivable from Pro-Fac                                                            1,837         (4,724)
       Other assets and liabilities                                                                 (2,065)        (3,895)
     Deferred taxes                                                                                      0           (122)
Net cash used in operating activities                                                              (70,885)       (76,287)

Cash Flows From Investing Activities:
   Purchase of property, plant, and equipment                                                       (7,105)        (5,258)
   Proceeds from disposals                                                                             293          4,790
   Cash paid for acquisition                                                                             0         (5,400)
Net cash used in investing activities                                                               (6,812)        (5,868)

Cash Flows From Financing Activities:
   Proceeds from issuance of short-term debt                                                        63,000         86,000
   Proceeds from issuance of long-term debt                                                         18,000          5,400
   Capital contribution by Pro-Fac                                                                      25              0
   Payments on long-term debt                                                                       (5,519)        (7,335)
Net cash provided by financing activities                                                           75,506         84,065
Net change in cash and cash equivalents                                                             (2,191)         1,910
Cash and cash equivalents at beginning of period                                                     8,873          4,158
Cash and cash equivalents at end of period                                                        $  6,682       $  6,068
Fiscal 1996 amounts above exclude the effects of the acquisition of Packer Foods as detailed in
   the Supplemental Disclosure of Cash Flow Information
Supplemental Disclosure of Cash Flow Information:
   Cash paid/(received) during the period for -
     Interest (net of amount capitalized)                                                         $ 13,996       $ 14,694
     Income taxes, net                                                                            $     56       $    (82)

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

<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>
<PAGE>
                            CURTICE-BURNS FOODS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.   SUMMARY OF ACCOUNTING POLICIES

The accompanying  unaudited consolidated financial statements have been prepared
in accordance with generally accepted  accounting  principles.  The Company is a
wholly-owned subsidiary of Pro-Fac Cooperative,  Inc. (Pro-Fac). These financial
statements  should be read in  conjunction  with the  financial  statements  and
accompanying  notes  contained  in the  Company's  Form 10-K for the fiscal year
ended June 29, 1996.

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

Change in Accounting  Principle:  Effective June 30, 1996, accounting procedures
were  changed  to  include  in  prepaid   expenses  and  other  current  assets,
manufacturing  spare parts previously  charged  directly to expense.  Management
believes  this change is  preferable  because it  provides a better  matching of
costs with related  revenues.  In addition,  the independent  accountants of the
Company have agreed that this change in accounting is preferable.  Their report,
relative to this change in accounting, is attached to this filing as Exhibit 18.
The Senior  Subordinated Note agreement of the Company allows that if holders of
greater than 25 percent of the Notes object to this  change,  the Company  would
return to its previous accounting  practice.  The favorable cumulative effect of
the change (net of the Pro-Fac  share of $2.6  million and income  taxes of $1.2
million) was $1.9 million.  Pro forma amounts for the  cumulative  effect of the
accounting  change  on prior  periods  are not  determinable  due to the lack of
physical  inventory  counts  required to establish  quantities at the respective
dates.

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

NOTE 2.   AGREEMENTS WITH PRO-FAC

The contractual  relationship  between the two parties is defined in the Pro-Fac
Marketing and  Facilitation  Agreement  (Agreement).  Under the  Agreement,  the
Company pays Pro-Fac the commercial market value (CMV) for all crops supplied by
Pro-Fac.  CMV is defined as the weighted  average price paid by other commercial
processors  for similar  crops sold under  preseason  contracts  and in the open
market in the same or competing  market area.  Although CMV is intended to be no
more than the fair market value of the crops  purchased by Curtice Burns, it may
be more or less than the price Curtice Burns would pay in the open market in the
absence of the Agreement. Under the Agreement the Company is required to have on
its board of directors  some persons who are neither  members of nor  affiliated
with Pro-Fac (Disinterested  Directors). The number of Disinterested Directors
must at least equal the number of  directors  who are  members of  Pro-Fac.  The
volume and type of crops to be  purchased by Curtice  Burns under the  Agreement
are determined  pursuant to its annual profit plan,  which requires the approval
of a majority of the Disinterested  Directors. In addition, in any year in which
the Company has earnings on products which were processed from crops supplied by
Pro-Fac  (Pro-Fac  Products),  the Company pays to Pro-Fac up to 90 percent of
such  earnings,  but in no case  more than 50  percent  of all  pretax  earnings
(before dividing with Pro-Fac) of the Company. In years in which the Company has
losses on Pro-Fac  Products,  the Company reduces the CMV it would otherwise pay
to Pro-Fac by up to 90  percent of such  losses,  but in no case by more than 50
percent of all pretax  losses  (before  dividing  with  Pro-Fac) of the Company.
Additional  patronage income is paid to Pro-Fac for services provided to Curtice
Burns,  including  the provision of a long term,  stable crop supply,  favorable
payment terms for crops and access to cooperative bank financing and the sharing
of risks of losses of certain  operations of the  business.  Earnings and losses
are  determined  at the end of the fiscal year,  but are accrued on an estimated
basis during the year.

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

Amounts  received by Pro-Fac from Curtice Burns for the quarters ended September
28,  1996 and  September  23, 1995  include:  commercial  market  value of crops
delivered,  $34.3  million  and  $31.8  million,  respectively;  and  additional
proceeds  from  profit/(loss)  sharing  provisions,  $2.4  and  $(2.1)  million,
respectively.
<PAGE>



NOTE 3.   OTHER MATTERS


Finger Lakes  Packaging:  On October 9, 1996, the Company  completed the sale of
Finger  Lakes  Packaging  to  Silgan   Containers   Corporation,   an  indirect,
wholly-owned  subsidiary of Silgan  Holdings,  Inc.,  headquartered in Stamford,
Connecticut.  The transaction price was approximately $30.0 million and includes
a  long-term  supply  agreement  between  Silgan and  Curtice  Burns.  A gain of
approximately  $4.0  million  will be  recognized  in the second  quarter of the
Company earnings. Proceeds from this sale were applied to Bank debt.

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

The purpose of this  discussion is to outline the most  significant  reasons for
changes in net sales, expenses and earnings for the first quarter of fiscal 1997
compared to the prior year quarter.

The following tables  illustrate the Company's results of operations by business
for the quarters  ended  September  28, 1996 and  September  23,  1995,  and the
Company's  total assets by business as of September  28, 1996 and  September 23,
1995.
<TABLE>
Net Sales

(Dollars in Millions)
<CAPTION>

                                                         Quarter Ended
                                           September 28,                 September 23,
                                                1996                         1995
                                                      % of                         % of
                                         $            Total             $          Total

<S>                                   <C>              <C>           <C>            <C>  
Comstock Michigan Fruit (CMF)       $ 78.0           44.8%         $ 68.7         41.6%
Nalley Fine Foods                       44.2           25.4            46.4         28.1
Southern Frozen Foods                   22.4           12.9            22.9         13.9
Snack Foods Group                       17.2            9.9            15.4          9.3
Brooks Foods                             7.1            4.1             6.9          4.2
  Subtotal ongoing operations          168.9           97.1           160.3         97.1
Business to be sold1                     5.1            2.9             4.9          2.9
  Total                               $174.0          100.0%         $165.2        100.0%

<FN>
1  Subsequent to quarter end, the Company sold Finger Lakes Packaging.  See NOTE 3 - Other Matters.
</FN>
</TABLE>
<PAGE>



<TABLE>
Operating Income1


(Dollars in Millions)
<CAPTION>

                                                        Quarter Ended
                                          September 28,                September 23,
                                              1996                         1995
                                                     % of                         % of
                                        $            Total             $          Total

<S>                                  <C>              <C>           <C>            <C>  
CMF                                  $ 3.7            42.0%         $ 3.9          67.2%
Nalley Fine Foods                      2.1            23.9            1.0          17.2
Southern Frozen Foods                  1.9            21.6            1.0          17.2
Snack Foods Group                      1.5            17.0            1.0          17.2
Brooks Foods                           0.5             5.7            0.4           6.9
Corporate overhead                    (1.1)          (12.5)          (2.2)        (37.8)
  Subtotal ongoing operations          8.6            97.7            5.1          87.9
Business to be sold2                   0.2             2.3            0.7          12.1
  Total                              $ 8.8           100.0%         $ 5.8         100.0%

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

2   Subsequent to quarter end, the Company sold Finger Lakes Packaging.  See NOTE 3 - Other Matters.
</FN>
</TABLE>

<TABLE>
EBITDA1

(Dollars in Millions)
<CAPTION>

                                                                          Quarter Ended
                                                         September 28,                 September 23,
                                                              1996                          1995
                                                                    % of                          % of
                                                       $            Total             $           Total


<S>                                                 <C>              <C>           <C>             <C>  
CMF                                                 $ 7.1            44.4%         $ 7.4           56.5%
Nalley Fine Foods                                     3.6            22.5            2.3           17.6
Southern Frozen Foods                                 3.0            18.7            2.3           17.6
Snack Foods Group                                     2.0            12.5            1.5           11.4
Brooks Foods                                          0.7             4.4            0.6            4.6
Corporate overhead                                   (1.0)           (6.3)          (2.2)         (16.8)
  Subtotal ongoing operations                        15.4            96.2           11.9           90.9
Business to be sold2                                  0.6             3.8            1.2            9.1
  Total                                             $16.0           100.0%         $13.1          100.0%

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

2   Subsequent to quarter end, the Company sold Finger Lakes Packaging.  See NOTE 3 - Other Matters.
</FN>
</TABLE>
<PAGE>



                                                                 10

<TABLE>
Total Assets

(Dollars in Millions)
<CAPTION>

                                                 Quarter Ended
                                  September 28,                  September 23,
                                      1996                           1995
                                               % of                          % of
                                  $           Total              $           Total

<S>                           <C>              <C>           <C>             <C>  
CMF                           $313.4           44.4%         $338.2          46.6%
Nalley Fine Foods              154.7           21.9           161.5          22.3
Southern Frozen Foods           90.6           12.8            99.2          13.7
Snack Foods Group               27.6            3.9            28.0           3.9
Brooks Foods                    24.2            3.4            23.4           3.2
Corporate                       61.7            8.8            37.4           5.1
  Subtotal ongoing operations  672.2           95.2           687.7          94.8
Business to be sold1            34.0            4.8            37.5           5.2
  Total                       $706.2          100.0%         $725.2         100.0%

<FN>
1   Subsequent to quarter end, the Company sold Finger Lakes Packaging.  See NOTE 3 - Other Matters.
</FN>
</TABLE>

The following  table  illustrates  the Company's  income  statement data and the
percentage  of net  sales  represented  by these  items for the  quarters  ended
September 28, 1996 and September 23, 1995.

<TABLE>
Consolidated Statement of Operations

(Dollars in Millions)
<CAPTION>

                                                                                         Quarter Ended
                                                                        September 28,                    September 23,
                                                                            1996                             1995
                                                                                    % of                             % of
                                                                     $            Net Sales           $            Net Sales

<S>                                                                <C>              <C>             <C>              <C>   
Net sales                                                          $174.0           100.0%          $165.2           100.0%
Cost of sales                                                       132.3            76.0            122.6            74.2
Gross profit                                                         41.7            24.0             42.6            25.8
Selling, administrative and general expenses                        (32.9)          (18.9)           (36.8)          (22.3)
Operating income before dividing with Pro-Fac                         8.8             5.1              5.8             3.5
Interest expense                                                     (9.4)           (5.4)           (10.0)           (6.0)
Pretax loss before dividing with Pro-Fac and before
   cumulative effect of an accounting change                         (0.6)           (0.3)            (4.2)           (2.5)
Pro-Fac share of loss before cumulative effect of an
   accounting change                                                  0.3             0.2              2.1             1.3
Loss before taxes and cumulative effect of an accounting change      (0.3)           (0.1)            (2.1)           (1.2)
Tax benefit/(provision)                                              (0.1)           (0.1)             0.3             0.1
Cumulative effect of an accounting change before dividing
   with Pro-Fac                                                       4.5             2.6              0.0             0.0
Pro-Fac share of accounting change                                   (2.6)           (1.5)             0.0             0.0
Net income/(loss)                                                  $  1.5             0.9%          $ (1.8)           (1.1)%
</TABLE>

       CHANGES FROM FIRST QUARTER FISCAL 1995 TO FIRST QUARTER FISCAL 1996

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



More  specifically,  the  vegetable  category  at CMF has  experienced  improved
pricing  due to  several  industry  factors as well as  increasing  sales to new
customers.  Net sales for the CMF  vegetable  category  increased  $5.0 million.
Higher product costs have increased  pricing in the canned-fruit  category which
along with incremental  sales from the Packer Foods acquisition have resulted in
net sales increases of approximately $1.4 million for the quarter.


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

Canned meats and salads at Nalley have  increased  $1.8 million due to sales and
marketing efforts. These increases were, however, offset by a net sales decrease
in the pickle ($2.5 million) and salad  dressing  ($1.1 million)  product lines.
These  decreases  were the  result of a decline  in sales  volume as a result of
competitive  new product  introductions.  Sales and marketing  efforts for these
categories are currently being reviewed to ensure  opportunities  for growth are
obtained.

Gross Profit:  Gross profit of $41.7 million in the quarter ended  September 28,
1996  decreased  $0.9 million or 2.1 percent  from $42.6  million in the quarter
ended  September  23,  1995.  This  decrease is  primarily  attributable  to the
competitive  pressures  experienced  in the salad dressing  category,  primarily
offset by stronger pricing in most other product lines.

Selling,  Administrative,  and General Expenses:  Selling,  Administrative,  and
General  expenses have decreased $3.8 million as compared with the prior year. A
$1.3  million  decrease  in trade  promotions  related  primarily  to  decreased
spending at the Nalley  division.  Reductions in other  administrative  expenses
accounted for $2.3 million and were primarily attributable to the elimination of
consulting and legal  expenses  incurred in the prior year and benefits from the
restructuring initiative that began late in fiscal 1996.

Interest  Expense:  The decrease in interest  expense was a benefit of inventory
reduction and cash flow management programs initiated in fiscal 1996.

Provision for Taxes:  The provision for taxes in the quarter ended September 28,
1996 of $0.1  million  changed  $0.4 million from the benefit of $0.3 million in
the quarter ended September 23, 1995. The tax provision was negatively  impacted
by the non-deductibility of goodwill.

Cumulative Effect of a Change in Accounting: Effective June 30, 1996, accounting
procedures were changed to include in prepaid expenses and other current assets,
manufacturing  spare parts previously  charged  directly to expense.  Management
believes  this change is  preferable  because it  provides a better  matching of
costs with related  revenues.  In addition,  the independent  accountants of the
Company have agreed that this change in accounting is preferable.  Their report,
relative to this change in accounting, is attached to this filing as Exhibit 18.
The Senior  Subordinated Note agreement of the Company allows that if holders of
greater than 25 percent of the Notes object to this  change,  the Company  would
return to its previous accounting  practice.  The favorable cumulative effect of
the change (net of the Pro-Fac  share of $2.6  million and income  taxes of $1.2
million) was $1.9 million.  Pro forma amounts for the  cumulative  effect of the
accounting  change  on prior  periods  are not  determinable  due to the lack of
physical  inventory  counts  required to establish  quantities at the respective
dates.

                         LIQUIDITY AND CAPITAL RESOURCES

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

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

Net  cash  used in  investing  activities  varied  slightly  from  year to year.
Offsetting items in the prior year included the disposition of Nalley Ltd. and
the  acquisition of Packer.  The purchase of property,  plant,  and equipment in
both years was for general operating purposes.

Net  cash  provided  by  financing  activities  decreased  from the  prior  year
primarily  due to  increased  earnings,  the  inventory-reduction  program,  the
separate borrowing  arrangement of Pro-Fac,  and the additional debt incurred in
the prior year to finance the Packer acquisition.
<PAGE>



Borrowings: Under the New Credit Agreement, as amended, Curtice Burns is able to
borrow up to $84.0  million for  seasonal  working  capital  purposes  under the
Seasonal  Facility,  subject to a borrowing  base  limitation,  and obtain up to
$14.2 million in aggregate face amount of letters of credit pursuant to a Letter
of Credit Facility. The borrowing base is defined as the lesser of (i) the total
line and (ii) the sum of 60  percent of  eligible  accounts  receivable  plus 50
percent of eligible inventory.


On June 28, 1996,  Pro-Fac  established a seasonal line of credit with the Bank.
In doing so, the Bank limited the availability of the Company under the seasonal
line of credit to $84.0 million less outstanding  borrowings on the Pro-Fac line
of credit. There were no outstanding  borrowings under the Pro-Fac seasonal line
at September 28, 1996.

As of September 28, 1996,  (i) cash  borrowings  outstanding  under the Seasonal
Facility were $63.0 million and (ii) additional  availability under the Seasonal
Facility,  after  taking  into  account  the  amount of the  borrowing  base and
outstanding  borrowings  of  Pro-Fac,  was $21.0  million.  In  addition  to its
seasonal  financing,  as of September  28, 1996,  the Company had $15.1  million
available for long-term borrowings under the Term Loan Facility.  Because of the
additional  debt as a result of the  acquisition of the Company by Pro-Fac,  the
cash flow of the Company is the single,  most important  measure of performance.
The Company  believes  that the cash flow  generated by its  operations  and the
amounts  available  under  the  Seasonal  and Term  Loan  Facilities  should  be
sufficient to fund its working capital needs, fund its capital  expenditures and
service its debt for the foreseeable future.

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

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

The effect of the 1996 growing season on fiscal 1997 financial results cannot be
estimated until late 1996 or early calendar 1997 when harvesting is complete and
when local and national  supplies can be  determined.  The Company  began fiscal
1997 with $29.6 million less  inventories  than the beginning of fiscal 1996 and
at the end of the first  quarter of fiscal 1997  inventories  were $38.3 million
less  than  the  prior  year.  The  reduction  in   inventories   was  primarily
accomplished  as a result of decreased  production  and increased  sales and was
planned to correct the higher  carryover  inventory  situation from the previous
year and to improve  the  utilization  of capital.  The spring of 1996  produced
excessive  rain  in  some  of the  growing  areas  of the  Company  and  drought
conditions in some others.  These adverse weather  conditions delayed or reduced
the  processing  of certain  early 1996 crops which  further  reduced  inventory
levels and increased costs.

Other Matters:

Finger Lakes  Packaging:  On October 9, 1996, the Company  completed the sale of
Finger  Lakes  Packaging  to  Silgan   Containers   Corporation,   an  indirect,
wholly-owned  subsidiary of Silgan  Holdings,  Inc.,  headquartered in Stamford,
Connecticut.  The transaction price was approximately $30.0 million and includes
a  long-term  supply  agreement  between  Silgan and  Curtice  Burns.  A gain of
approximately  $4.0 million will be recognized in the second quarter earnings of
the Company. Proceeds from this sale were applied to Bank debt.

Chief Executive Officer Retirement: Roy A. Myers, chief executive officer of the
Company,  has announced his retirement effective January 3, 1997. Effective that
date, the board of directors has appointed  chief operating  officer,  Dennis M.
Mullen, as president and chief executive officer.

Deferred  Taxes:  During the first quarter of fiscal 1996 the net deferred taxes
liabilities  of the Company  were  reduced by  approximately  $22  million.  The
adjustment was made in conjunction  with the Company  obtaining its  cooperative
tax status and was applied  against  goodwill,  as it represented an uncertainty
related to income taxes  outstanding  at the date of the  acquisition.  Based on
further  guidance from outside  counsel,  it was later  determined  that such an
adjustment  was not warranted.  Accordingly,  the adjustment was reversed at the
end of fiscal 1996.
<PAGE>



ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K


     (a)  Exhibits

            Exhibit Number                       Description

            Exhibit 18                     Change in Accounting Method
            Exhibit 27                     Financial Data Schedule

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

<PAGE>










                                   SIGNATURES


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



                                                CURTICE-BURNS FOODS, INC.



Date:  October 30, 1996            By:/s/           William D. Rice
                                                    WILLIAM D. Rice
                                          Senior Vice President and Secretary