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                                  1 of 13 Pages


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    Form 10-Q


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

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

                  For the quarterly period ended March 29, 1997

                                       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                                        16-0845824
 (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 April 15, 1997.

                              Common Stock: 10,000




<PAGE>


                          PART I. FINANCIAL INFORMATION

ITEM I.  FINANCIAL STATEMENTS

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

(Dollars in Thousands)
<CAPTION>

                                                                    Three Months Ended                      Nine Months Ended
                                                               March 29,        March 23,           March 29,            March 23,
                                                                  1997            1996                1997                 1996
                                                              ----------       ----------          ----------          ----------

<S>                                                            <C>              <C>                <C>                 <C>      
Net sales                                                      $179,146         $177,849           $ 561,332           $ 551,213
Cost of sales                                                   131,888          133,619             412,827             412,760
                                                               --------         --------           ---------           ---------
Gross profit                                                     47,258           44,230             148,505             138,453
Gain from the sale of Finger Lakes Packaging                          0                0               3,565                   0
Selling, administrative, and general expenses                   (35,666)         (34,633)           (110,516)           (117,674)
                                                               --------         --------           ---------           ---------
Operating income before dividing with Pro-Fac                    11,592            9,597              41,554              20,779
Interest expense                                                 (8,643)         (10,484)            (27,403)            (31,489)
                                                               --------         --------           ---------           ---------
Pretax income/(loss) before dividing with Pro-Fac and
   before cumulative effect of an accounting change               2,949             (887)             14,151             (10,710)
Pro-Fac share of (income)/loss before cumulative effect of
   an accounting change                                          (2,151)             125              (7,075)              5,037
                                                               --------         --------           ---------           ---------
Income/(loss) before taxes and cumulative effect of an
   accounting change                                                798             (762)              7,076              (5,673)
Tax (provision)/benefit                                            (502)              (7)             (3,334)              1,193
                                                               ---------        --------           ---------           ---------
Income/(loss) before cumulative effect of an accounting
   change                                                           296             (769)              3,742              (4,480)
Cumulative effect of an accounting change before
   dividing with Pro-Fac                                              0                0               4,606                   0
Pro-Fac share of accounting change                                    0                0              (2,859)                  0
                                                               --------         --------           ---------           ---------
Net income/(loss)                                              $    296         $   (769)          $   5,489           $  (4,480)
                                                               ========         ========           =========           =========

<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>
                                                                     March 29,         June 29,           March 23,
                                                                       1997              1996               1996

<S>                                                                  <C>            <C>                   <C>     
  Assets
  Current assets:
   Cash and cash equivalents                                         $  5,334       $     8,873           $  6,073
   Accounts receivable trade, net                                      51,138            47,259             54,184
   Accounts receivable, other                                           6,056             8,959              8,546
   Income taxes refundable                                                  0                 0              1,552
   Current deferred tax asset                                           7,988            11,724              3,954
   Inventories -
     Finished goods                                                   114,140            97,018            130,708
     Raw materials and supplies                                        34,079            33,556             39,157
                                                                     --------        ----------           --------
       Total inventories                                              148,219           130,574            169,865
                                                                     --------         ---------           --------
   Receivable from Pro-Fac                                                  0                 0             12,881
   Investment in Bank, current                                          1,262                 0                  0
   Prepaid manufacturing expense                                        2,002            11,339              4,344
   Prepaid expenses and other current assets                            9,281             1,066              3,394
                                                                     --------       -----------           --------
       Total current assets                                           231,280           219,794            264,793
Investment in Bank                                                     24,320            24,439             24,439
Property, plant, and equipment, net                                   247,554           268,389            270,435
Assets held for sale                                                      903             5,368              5,935
Goodwill and other intangibles, net                                    98,840           103,760             82,891
Other assets                                                           11,462            12,500             15,550
                                                                     --------        ----------           --------
       Total assets                                                  $614,359          $634,250           $664,043
                                                                     ========          ========           ========
Liabilities and Shareholder's Equity Current liabilities:
   Notes payable                                                     $  5,500          $      0           $ 41,000
   Current portion of obligations under capital leases                    547               547                764
   Current portion of long-term debt                                    8,075             8,075              8,056
   Accounts payable                                                    33,008            54,661             38,566
   Income taxes payable                                                 6,638             3,836                  0
   Due to Pro-Fac                                                      11,692             2,215                  0
   Accrued interest                                                     4,503             9,447              4,440
   Accrued employee compensation                                       10,015             8,368              6,733
   Other accrued expenses                                              26,291            24,770             21,534
                                                                     --------          --------           --------
       Total current liabilities                                      106,269           111,919            121,093
Long-term debt                                                        133,341           149,683            181,418
Senior subordinated notes                                             160,000           160,000            160,000
Obligations under capital leases                                        1,125             1,125              1,620
Deferred income tax liabilities                                        47,356            51,572             33,710
Other non-current liabilities                                          21,549            20,746             19,599
                                                                     --------          --------           --------
       Total liabilities                                              469,640           495,045            517,440
                                                                     --------          --------           --------
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                                         151,108           151,083            151,083
   Accumulated deficit                                                 (6,389)          (11,878)            (4,480)
                                                                     --------          --------           --------
       Total shareholder's equity                                     144,719           139,205            146,603
                                                                     --------          --------           --------
       Total liabilities and shareholder's equity                    $614,359          $634,250           $664,043
                                                                     ========          ========           ========

<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

                                                                                                         Nine Months Ended
(Dollars in Thousands)                                                                              March 29,       March 23,
<CAPTION>
                                                                                                      1997            1996


<S>                                                                                               <C>                <C>     
 Cash Flows From Operating Activities:
   Net income/(loss)                                                                              $  5,489           $(4,480)
   Adjustments to reconcile net income/(loss) to net cash provided by operating activities -
     Amortization of goodwill, other intangibles, and financing fees                                 3,651             3,114
     Depreciation                                                                                   16,883            19,740
     Cumulative effect of an accounting change                                                      (1,747)                0
     Gain on sale of Finger Lakes Packaging                                                         (3,565)                0
     Equity in undistributed earnings of the Bank                                                   (1,143)           (1,532)
     Change in assets and liabilities:
       Accounts receivable                                                                          (7,131)            5,339
       Inventories                                                                                 (22,336)           (5,433)
       Income taxes payable/refundable                                                               3,078              (509)
       Accounts payable and accrued expenses                                                       (13,081)          (29,854)
       Payable to/receivable from Pro-Fac                                                            6,618           (12,342)
       Other assets and liabilities                                                                 (1,760)           (3,733)
                                                                                                  --------           ------- 
Net cash used in operating activities                                                              (15,044)          (29,690)
                                                                                                  --------           ------- 

Cash Flows From Investing Activities:
   Purchase of property, plant, and equipment                                                      (12,065)          (12,574)
   Proceeds from disposals                                                                          34,387             4,322
   Cash paid for acquisition                                                                             0            (5,400)
                                                                                                  --------           -------
Net cash provided by/(used in) investing activities                                                 22,322           (13,652)
                                                                                                  --------           -------

Cash Flows From Financing Activities:
   Receivable from/payable to Pro-Fac                                                                    0            10,000
   Proceeds from issuance of short-term debt                                                         5,500            41,000
   Proceeds from issuance of long-term debt                                                         18,000             5,400
   Capital contribution by Pro-Fac                                                                      25                 0
   Payments on long-term debt                                                                      (34,342)          (11,143)
                                                                                                  --------           -------
Net cash (used in)/provided by financing activities                                                (10,817)           45,257
                                                                                                  --------           -------
Net change in cash and cash equivalents                                                             (3,539)            1,915
Cash and cash equivalents at beginning of period                                                     8,873             4,158
                                                                                                  --------           -------
Cash and cash equivalents at end of period                                                        $  5,334           $ 6,073
                                                                                                  ========           =======

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)                                                         $ 32,098           $ 36,147
                                                                                                  ========           ========
     Income taxes, net                                                                            $    256            $  (681)
                                                                                                  ========            =======

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

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


<PAGE>


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

NOTE 1.       SUMMARY OF ACCOUNTING POLICIES

The accompanying  unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting  principles and, in the opinion
of management,  include all  adjustments  (consisting  only of normal  recurring
adjustments)  necessary for a fair presentation of the results of operations for
these  periods.  Curtice-Burns  Foods,  Inc. (the  "Company") is a  wholly-owned
subsidiary of Pro-Fac Cooperative, Inc. ("Pro-Fac").  These financial statements
should be read in conjunction  with the financial  statements  and  accompanying
notes  contained in the  Company's  Form 10-K for the fiscal year ended June 29,
1996.  The results of  operations  for the interim  periods are not  necessarily
indicative of the results of operations for the full year.

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

Change in Accounting  Principle:  Effective June 30, 1996, accounting procedures
were  changed  to  include  in  prepaid   expenses  and  other  current  assets,
manufacturing  spare parts previously  charged  directly to expense.  Management
believes  this change is  preferable  because it  provides a better  matching of
costs with related revenues. In addition, the Company's independent  accountants
have  agreed  that this  change  in  accounting  is  preferable.  The  Company's
Indenture,  which covers the Company's Senior  Subordinated Notes (the "Notes"),
provides  among other things that,  if holders of greater than 25 percent of the
Notes object to this change, the Company must return to its previous  accounting
practice.  The favorable cumulative effect of the change (net of Pro-Fac's share
of $2.9 million and income taxes of $1.1 million) was $1.7 million. The estimate
of the Pro-Fac share of the accounting  change has been adjusted to reflect that
actually  anticipated  for the fiscal year. See further  comments at NOTE 2. 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 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  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. For the nine months ended March 29, 1997
and March 23, 1996,  the CMV for all crops  supplied by Pro-Fac  amount to $51.3
million and $45.3  million,  respectively.  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,  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  (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 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.  For the nine months ended March 29, 1997 and
March 23, 1996, such estimated  additional patronage  income/(loss)  amounted to
$9.9 million and $(5.0) million, respectively.

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


NOTE 3.       ACQUISITIONS AND DISPOSALS

Nalley's Canada:  In April 1997, the Company  acquired  certain  businesses from
Nalley's  Canada  Ltd.,  a privately  held,  independent  snack food company and
former subsidiary of Curtice Burns. The acquired  Canadian  businesses are a $12
million consumer  products business that includes Nalley's chili and snack dips;
Adams Natural Peanut Butter;  Bernstein's Salad Dressings;  LaRestaurante  Salsa
and other niche  dressing and sauce  products  marketed  throughout  the western
Provinces of Canada.  The purchase price of approximately  $5.0 million was paid
through the forgiveness of various long-term  receivables  issued to the Company
in connection with its sale of the stock of Nalley's Canada Ltd. in 1995.

Curtice  Burns sold its  Canadian  subsidiary  in June 1995,  but  continued  to
produce and supply these  products to the  operation  through its Nalley's  Fine
Foods  business in Tacoma,  Washington.  The  reacquired  business  will operate
through  Nalley's Fine Foods in Tacoma with sales  representation  through local
brokers  and  distributors  in Canada.  Nalley's  Canada Ltd.  will  continue to
distribute  snack dip and salsa products as the exclusive  distributor for these
goods in Canada.

Formation of New  Sauerkraut  Company:  In April 1997,  the Company and Flanagan
Brothers,  Inc.,  of Bear Creek,  Wisconsin,  jointly  announced  that they have
signed a letter of intent to merge all assets involved in sauerkraut  production
into  one  new  sauerkraut  company.  Curtice  Burns  currently  has  sauerkraut
operations  in New York State and Flanagan has  operations  in Wisconsin and New
York State.  This new company,  which has not yet been named,  will operate as a
cooperative,  incorporated  in New York State,  with ownership split between the
two companies.

The new company  will have a joint  board of  directors  to oversee  operations.
Curtice  Burns will  manage all New York State  cabbage  sourcing  and will also
provide accounting and marketing services for the new entity. Flanagan Brothers,
Inc.  will provide the  management  needed to assure that the same  tradition of
excellent  customer service practiced by the founding companies will continue in
the new venture.

The  parties  are  working  toward  completion  of a  definitive  joint  venture
agreement  and creation of the venture which are expected to occur in the fourth
quarter of fiscal 1997.

Management anticipates the alliance will positively impact fiscal 1998 earnings.

Brooks  Foods:  During April 1997,  the Company  entered into an agreement  with
Hoopeston  Foods for Hoopeston to acquire  certain  assets from the Brooks Foods
division  operating  facility and for Hoopeston to pack certain products,  using
raw product  supplied by Curtice  Burns,  on a  contractual  basis.  The parties
expect to close in the fourth  quarter of fiscal 1997. The Brooks  facility,  in
Mt. Summit,  Indiana,  will be closed by July 1997.  Approximately 180 employees
will be affected.

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

Georgia Frozen  Distribution  Center:  On February 25, 1997, the Company and URS
Logistics,  Inc. ("URS")  announced that they have signed a letter of intent for
URS to acquire  Curtice  Burns' frozen foods  distribution  center in Montezuma,
Georgia.  In addition,  the two companies will enter into a long-term  logistics
agreement under which URS will manage all frozen food transportation  operations
of Curtice Burns in Georgia and New York.  Curtice Burns fleet  operation is not
included in the sale.

The parties expect to close by the end of June.

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

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

Seneca will produce,  market and sell the Blue Boy brand canned  vegetables  and
private  label  canned  vegetables  and will also  pack  certain  products  on a
contractual  basis for  Curtice  Burns.  The  acquisition  will not  include the
Greenwood and Silver Floss labels, or Curtice Burns  sauerkraut,  beets in glass
containers,  or frozen vegetable business. Terms and conditions of the agreement
are subject to ongoing negotiations.
<PAGE>
Seneca and the Company will also forge a long-term strategic alliance to combine
their  agricultural  departments  into one organization to be managed by Curtice
Burns.  The  objective is to maximize  sourcing  efficiencies  of New York State
vegetable requirements for both companies.  This agreement will initially have a
minimum ten-year term.

The parties are working towards finalizing the agreement, subject to further due
diligence by both parties,  and expect to close in the fourth  quarter of fiscal
1997. A mutually-agreed goal for both companies is a continuity of employment at
the facilities.

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

For the quarters ended March 27, 1997 and March 23, 1996,  the canned  vegetable
business to be sold to Seneca incurred operating losses of $0.4 million and $0.6
million,  respectively.  For the nine months  ended March 27, 1997 and March 23,
1996, this canned vegetable  business incurred  operating losses of $0.6 million
and $2.6 million, respectively.

Finger Lakes  Packaging:  On October 9, 1996, the Company  completed the sale of
Finger Lakes Packaging,  Inc.  ("Finger Lakes  Packaging"),  a subsidiary of the
Company to Silgan Containers Corporation,  an indirect,  wholly-owned subsidiary
of Silgan Holdings,  Inc., headquartered in Stamford,  Connecticut.  The Company
received proceeds of approximately $30.0 million.  The transaction also included
a  long-term  supply  agreement  between  Silgan and  Curtice  Burns.  A gain of
approximately $3.6 million was recorded. Proceeds from this sale were applied to
the outstanding loans at CoBank,  ACB ("the Bank").  For the quarter ended March
23, 1996, the can-making  operation  realized an operating gain of $1.1 million.
For the nine  months  ended March 27, 1997 and March 23,  1996,  the  can-making
operation   realized   operating   gains  of  $4.9  million  and  $2.8  million,
respectively.

NOTE 4.  OTHER MATTERS

Product Recall:  In February 1997, the Company issued a nationwide recall of all
"Tropic Isle" brand fresh frozen  coconut  produced in Costa Rica because it has
the potential to be contaminated with Listeria monocytogenes,  an organism which
can cause serious and sometimes  fatal  infections in small  children,  frail or
elderly  people,  and others with weakened  immune  systems.  Any material costs
associated  with this recall are  anticipated  to be covered under the Company's
insurance policies.

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

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

The following tables  illustrate the Company's results of operations by business
for the three- and  nine-month  periods ended March 29, 1997 and March 23, 1996,
and the  Company's  total  assets by business as of March 29, 1997 and March 23,
1996.



<PAGE>

<TABLE>

Net Sales

(Dollars in Millions)
<CAPTION>

                                                    Three Months Ended                             Nine  Months Ended
                                          March 27, 1997          March 23, 1996          March 27, 1997          March 23, 1996
                                                     % of                    % of                    % of                    % of
                                          $         Total          $         Total         $         Total          $        Total
                                        ------      ------       ------      -----       ------     --------     ------      -----

<S>                                     <C>          <C>         <C>          <C>        <C>          <C>        <C>          <C>  
Comstock Michigan Fruit ("CMF")         $ 75.1       41.9        $ 70.4       39.6%      $240.6       42.9%      $225.3       40.9%
Nalley's Fine Foods                       43.8       24.5          44.4       25.0        133.6       23.8        137.2       24.9
Southern Frozen Foods                     24.5       13.7          23.2       13.1         71.8       12.8         72.6       13.2
Snack Foods Group                         16.2        9.0          14.4        8.1         49.7        8.8         44.9        8.1
Brooks Foods                               9.0        5.0           9.3        5.2         28.2        5.0         28.6        5.2
                                        ------      -----        ------      -----       ------      -----       ------      -----
     Subtotal ongoing operations         168.6       94.1         161.7       91.0        523.9       93.3        508.6       92.3
Businesses sold or to be sold1            10.5        5.9          16.1        9.0         37.4        6.7         42.6        7.7
                                        ------      -----        ------      -----       ------      -----       ------      -----
     Total                              $179.1      100.0%       $177.8      100.0%      $561.3      100.0%      $551.2      100.0%
                                        ======      =====        ======      =====       ======      =====       ======      =====

<FN>
1   Includes  Finger Lakes  Packaging and canned  vegetable  business to be sold to Seneca  Foods.  See Note 3 -  "Acquisitions  and
    Disposals."
</FN>
</TABLE>
<TABLE>

Operating Income1

(Dollars in Millions)
<CAPTION>

                                                    Three Months Ended                              Nine  MonthsEnded
                                           March 27, 1997          March 23, 1996          March 27, 1997        March 23, 1996
                                                     % of                    % of                    % of                   % of
                                           $         Total        $          Total          $        Total        $        Total
                                         -----      ------      -----        -----        -----      -----      -----      ----- 

<S>                                      <C>         <C>        <C>           <C>         <C>         <C>       <C>        <C>  
CMF                                      $ 7.2       61.6%      $ 5.3         55.3%       $21.0       50.5%     $19.4       93.3%
Nalley's Fine Foods                        3.0       25.6         1.6         16.7          8.1       19.5       (3.1)     (14.9)
Southern Frozen Foods                      2.1       17.9         1.6         16.7          6.7       16.1        4.7       22.6
Snack Foods Group                          1.3       11.1         0.8          8.3          4.4       10.6        2.7       13.0
Brooks Foods                               1.3       11.1         1.1         11.5          4.0        9.6        3.3       15.9
Corporate overhead                        (2.8)     (23.9)       (1.3)       (13.7)        (6.9)     (16.6)      (6.4)     (30.9)
                                         -----      -----       -----        -----        -----      -----      -----      -----
     Subtotal                             12.1      103.4         9.1         94.8         37.3       89.7       20.6       99.0
Business sold and other nonrecurring2     (0.4)      (3.4)        0.5          5.2          4.3       10.3        0.2        1.0
                                         -----      -----       -----        -----        -----      -----      -----      -----
     Total                               $11.7      100.0%      $ 9.6        100.0%       $41.6      100.0%     $20.8      100.0%
                                         =====      =====       =====        =====        =====      =====      =====      =====

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

2   Includes  Finger Lakes  Packaging  earnings  and gain on sale.  See NOTE 3 -
    "Acquisitions and Disposals." Also includes final settlement of an insurance
    claim in fiscal 1997,  strategic planning consulting fees, and a loss on the
    disposal of property held for sale in fiscal 1996,  and operating  losses in
    both years for the canned vegetable business to be sold to Seneca Foods.
</FN>
</TABLE>



<PAGE>


<TABLE>
EBITDA1

(Dollars in Millions)
<CAPTION>

                                                   Three Months Ended                              Nine  MonthsEnded
                                          March 27, 1997          March 23, 1996          March 27, 1997          March 23, 1996
                                                    % of                     % of                    % of                    % of
                                           $        Total           $        Total          $        Total          $        Total
                                         -----      -----         -----      -----        -----      -----        -----      ----- 

<S>                                      <C>         <C>          <C>         <C>         <C>         <C>         <C>         <C>  
CMF                                      $10.0       56.8%        $ 8.2       47.1%       $29.4       47.8%       $28.1       65.4%
Nalley's Fine Foods                        4.1       23.3           3.1       17.8         12.2       19.8          1.0        2.3
Southern Frozen Foods                      3.0       17.0           2.9       16.7          9.8       15.9          8.7       20.2
Snack Foods Group                          1.7        9.6           1.3        7.5          5.8        9.4          4.2        9.8
Brooks Foods                               1.5        8.5           1.3        7.5          4.6        7.5          3.9        9.1
Corporate overhead                        (2.8)     (15.8)          0.2        1.1         (6.9)     (11.2)        (4.9)     (11.5)
                                         -----      -----         -----      -----        -----      -----        -----      -----
     Subtotal                             17.5       99.4          17.0       97.7         54.9       89.2         41.0       95.3
Business sold and other nonrecurring2      0.1        0.6           0.4        2.3          6.6       10.8          2.0        4.7
                                         -----      -----         -----      -----        -----      -----        -----      -----
     Total                               $17.6      100.0%        $17.4      100.0%       $61.5      100.0%       $43.0      100.0%
                                         =====      =====         =====      =====        =====      =====        =====      =====

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

2   Includes  Finger Lakes  Packaging  earnings  and gain on sale.  See NOTE 3 -
    "Acquisitions and Disposals." Also includes final settlement of an insurance
    claim in fiscal 1997,  strategic planning consulting fees, and a loss on the
    disposal of property held for sale in fiscal 1996,  and operating  losses in
    both years for the canned vegetable business to be sold to Seneca Foods.
</FN>
</TABLE>
<TABLE>

Total Assets

(Dollars in Millions)
<CAPTION>

                                                               March 29, 1997                     March 23, 1996
                                                                            % of                                % of
                                                             $              Total               $               Total
                                                          ------            -----            ------             ----- 

<S>                                                       <C>                 <C>            <C>                 <C>  
CMF and Brooks Foods1                                     $269.6              43.9%          $280.9              42.3%
Nalley's Fine Foods                                        149.8              24.4            145.4              21.9
Southern Frozen Foods                                       85.5              13.9             95.1              14.3
Snack Foods Group                                           26.0               4.2             26.9               4.1
Corporate                                                   54.5               8.9             58.0               8.7
                                                         -------             -----           ------             -----
     Subtotal ongoing operations                           585.4              95.3            606.3              91.3
Businesses sold or to be sold2                              29.0               4.7             57.7               8.7
                                                          ------             -----           ------             -----
     Total                                                $614.4             100.0%          $664.0             100.0%
                                                          ======             =====           ======             =====

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

2    Includes Finger Lakes Packaging and canned vegetable business to be sold to
     Seneca Foods. See Note 3 - "Other Matters."
</FN>
</TABLE>


       CHANGES FROM THIRD QUARTER FISCAL 1996 TO THIRD QUARTER FISCAL 1997

Net  Sales:  Total net sales in the third  quarter  compared  to the prior  year
increased  modestly.  However,  net sales for ongoing operations  increased $6.9
million or 4.2 percent. The increase was primarily attributable to CMF and Snack
Foods Group improvement in pricing and volume.



<PAGE>


Gross Profit:  Gross profit of $47.3 million in the quarter ended March 29, 1997
increased  $3.1 million or 7.0 percent from $44.2  million in the quarter  ended
March 23, 1996.  This  increase is  attributable  to operating  improvements  at
Southern Frozen Foods, CMF and Nalley's and increased sales.

Selling,  Administrative,  and General Expenses:  Selling,  administrative,  and
general  expenses include  estimates for various employee  incentive plans which
are  allocated  primarily to corporate  overhead in the  preceding  tables.  The
increase over the prior year is  attributable  to improved  earnings.  Excluding
such  programs,  expenses have decreased $1.4 million as compared with the prior
year.

Interest Expense: The decrease in interest expense of $1.8 million or 18 percent
is a benefit of inventory  reduction and cash flow management programs initiated
in fiscal 1996 as well as the debt reduction  attributable to the sale of Finger
Lakes Packaging and idle facilities.

Provision for Taxes: The provision for taxes in the quarter ended March 29, 1997
changed  $0.5 million from the quarter  ended March 23, 1996  resulting  from an
increase in earnings.  The tax  provision  was also  negatively  impacted by the
non-deductibility of goodwill.

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

Net Sales:  Total net sales in the first nine  months of fiscal  1997  increased
$10.1  million or 2 percent  compared to the prior year  period.  Net sales from
ongoing  operations  increased  $15.3  million or 3 percent.  This  increase  is
primarily  attributable to increased volume and improved pricing at both CMF and
the Snack Foods Group.  The vegetable  category at CMF has experienced  improved
pricing due to overall demand and increasing sales to new customers.

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

Gross Profit:  Gross profit of $148.5 million in the nine months ended March 29,
1997  increased  $10.0  million or 7.2 percent  from $138.5  million in the nine
months ended March 23, 1996. This increase is  attributable to improved  margins
in all operations.  Improved pricing in the vegetable and popcorn  categories at
CMF have increased  profitability from a year ago. Nalley's,  which in the prior
year  experienced  extremely high start-up costs on the new salad dressing line,
has managed through those issues and has significantly improved margins.

Selling,  Administrative,  and General Expenses:  Selling,  administrative,  and
general  expenses have  decreased  $7.2 million as compared with the prior year,
despite  increased costs under various  employee  incentive plans as a result of
increased earnings.  A $3.0 million decrease in selling and advertising expenses
and trade  promotions  related  primarily to decreased  spending at the Nalley's
division. Reductions in other administrative expenses accounted for $4.2 million
and were primarily  attributable to benefits from the  restructuring  initiative
that  began  late in  fiscal  1996 and the  reduction  of  consulting  and legal
expenses incurred in the prior year.

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

Interest Expense: The decrease in interest expense of $4.0 million or 13 percent
was a benefit of inventory reduction and cash flow management programs initiated
in fiscal 1996 as well as the debt reduction  attributable to the sale of Finger
Lakes Packaging and idle facilities.

Provision for Taxes:  The provision for taxes in the nine months ended March 29,
1997 of $3.3  million  changed  $4.5 million from the benefit of $1.2 million in
the nine months  ended  March 23, 1996  resulting  from the  increased  earnings
before  tax.   The  tax   provision   was  also   negatively   impacted  by  the
non-deductibility of goodwill.

Cumulative Effect of a Change in Accounting: Effective June 30, 1996, accounting
procedures were changed to include in prepaid expenses and other current assets,
manufacturing  spare parts previously  charged  directly to expense.  Management
believes  this change is  preferable  because it  provides a better  matching of
costs with related revenues. In addition, the Company's independent  accountants
have  agreed  that this  change  in  accounting  is  preferable.  The  favorable
cumulative effect of the change (net of Pro-Fac's

<PAGE>


share of $2.9 million and income taxes of $1.1  million) was $1.7  million.  The
estimate  of the Pro-Fac  share of the  accounting  change has been  adjusted to
reflect that actually  anticipated for the fiscal year. See further  comments at
NOTE 2. 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 nine  months of fiscal  1997
compared to the first nine months of fiscal 1996.

Net cash used in  operating  activities  improved  in the first  nine  months of
fiscal 1997 primarily due to increased earnings, an inventory-reduction  program
initiated  in fiscal 1996,  and the impact of  transactions  with the  Company's
parent. See "Borrowings"  below. Cash flow was, however,  positively impacted in
the first nine months of fiscal 1996 due to the receipt of insurance proceeds in
fiscal 1996. No such proceeds were received in fiscal 1997.

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

Borrowings   decreased   from  the  prior  year  due  to   increased   earnings,
inventory-reduction, Pro-Fac's separate borrowing arrangement, proceeds from the
sale of Finger Lakes  Packaging  and the idle  Clifton  property.  Overall,  the
Company has focused a major  initiative on debt reduction  during the first nine
months of fiscal 1997, and these efforts will continue  throughout the remainder
of the year. A detailed outline of actions regarding  acquisitions and disposals
is included in NOTE 3.

Borrowings:  Under the Company's New Credit Agreement with the Bank, as amended,
Curtice Burns is able to borrow up to $76.0 million for seasonal working capital
purposes under the Seasonal  Facility,  subject to a borrowing base  limitation,
and obtain up to $13.0  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 Company's availability under the seasonal line
of credit to the total line less  outstanding  borrowings  on Pro-Fac's  line of
credit.  Outstanding  borrowings under Pro-Fac's seasonal line at March 29, 1997
amounted to $15.0 million.

As of March  29,  1997,  (i) cash  borrowings  outstanding  under  the  Seasonal
Facility were $5.5 million and (ii) additional  availability  under the Seasonal
Facility,  after  taking  into  account  the  amount of the  borrowing  base and
Pro-Fac's outstanding borrowings, was $55.5 million. In addition to its seasonal
financing,  as of March 29,  1997,  the Company had $0.1 million  available  for
long-term  borrowings  under the Term Loan  Facility.  Because of the additional
debt as a result of the acquisition of the Company by Pro-Fac,  the cash flow of
the Company is the single,  most important  measure of performance.  The Company
believes that the cash flow  generated by operations  and the amounts  available
under the Seasonal and Term Loan Facilities should be sufficient to fund working
capital needs, fund capital  expenditures,  and service debt for the foreseeable
future.

Certain  financing  arrangements  require  that  Pro-Fac and Curtice  Burns meet
certain  financial  tests and ratios and comply with certain other  restrictions
and limitations. As of March 29, 1997, the Company is in compliance with, or has
obtained waivers for, all such covenants, restrictions and limitations.

Short-  and  Long-Term  Trends:  The  statements  contained  herein are based on
current  expectations.  These  statements are forward looking and actual results
may differ  materially.  Throughout  fiscal  1997,  the  Company has focused its
efforts on the  restructuring  initiatives begun in the fourth quarter of fiscal
1996. These actions have included a focus on its core businesses,  reductions in
general and administrative  expenses, and debt reduction. The benefit from these
efforts are  apparent  in the  increase  in  earnings  over the prior year,  and
management anticipates this trend will continue through the fourth quarter.

In addition,  several other  initiatives  outlined in NOTE 3 to the consolidated
financial  statements,  including the sale of a portion of the canned  vegetable
business and the sale of the Georgia  distribution center, will have a favorable
impact on interest expense in fiscal 1998.



<PAGE>


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

The effect of the 1996 growing  season on fiscal 1997  financial  results so far
has been a moderate  improvement  from the prior year in earnings  on  vegetable
products.  The Company began fiscal 1997 with $29.6 million less in  inventories
than the  beginning  of fiscal  1996 and at the end of the first nine  months of
fiscal 1997 inventories were $21.6 million less than the fiscal 1996 period. The
reduction in  inventories  was primarily  accomplished  as a result of decreased
production and increased  sales and was planned to correct the higher  carryover
inventory  situation  from the  previous  year as well as to manage  nonseasonal
inventories  for  shorter  lead times in order to  improve  the  utilization  of
capital.  The spring of 1996  produced  excessive  rain in some of the Company's
growing  areas and drought  conditions  in some others.  These  adverse  weather
conditions  delayed or reduced the processing of certain early 1996 crops, but a
significant  proportion  of  these  throughputs  have  been  replaced  by  later
production.

Acquisitions and Disposals: Throughout fiscal 1997 the Company has worked toward
accomplishing the restructuring  initiatives begun in fiscal 1996 which included
debt reduction.  Ongoing  initiatives will include a focus on the Company's core
businesses and growth  opportunities.  A complete description of the acquisition
and  disposal  activities  currently  outlined  is  included  at  NOTE  3 to the
consolidated financial statements.

Other Matters:

Restructuring: During the fourth quarter of fiscal 1996, the Company initiated a
corporate-wide   restructuring   program.   Approximately   $4  million  of  the
restructuring charge comprised employee termination  benefits.  During the first
nine months of fiscal 1997,  approximately $1.8 million of this reserve has been
liquidated for this purpose.

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

Product Recall: In February  1997,.the Company issued a nationwide recall of all
"Tropic Isle" brand fresh frozen  coconut  produced in Costa Rica because it has
the potential to be contaminated with Listeria monocytogenes,  an organism which
can cause serious and sometimes  fatal  infections in small  children,  frail or
elderly  people,  and others with weakened  immune  systems.  Any material costs
associated  with this recall are  anticipated  to be covered under the Company's
insurance policies.

                           PART II - OTHER INFORMATION


ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

                Exhibit Number           Description

                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:  April 29, 1997                By:/s/         Earl L. Powers
       --------------                   --------------------------------------
                                                    Earl L. Powers
                                             Vice President Finance and
                                               Chief Financial Officer