Page 1 of 17 Pages


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    Form 10-Q



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

                For the quarterly period ended September 25, 1999

                                       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


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


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

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

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

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

                                    YES X NO

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of October 30, 1999.

                              Common Stock: 10,000



<PAGE>



                          PART I. FINANCIAL INFORMATION
<TABLE>

ITEM I.  FINANCIAL STATEMENTS

Agrilink Foods, Inc.
Consolidated Statement of Operations
(Dollars in Thousands)
<CAPTION>

                                                                                                         Quarter Ended
                                                                                               September 25,         September 26,
                                                                                                      1999                  1998

<S>                                                                                              <C>                   <C>
Net sales                                                                                        $ 278,186              $182,579
Cost of sales                                                                                     (197,355)             (135,882)
                                                                                                 ---------              ---------
Gross profit                                                                                        80,831                46,697
Selling, administrative, and general expenses                                                      (60,550)              (34,867)
Income from Great Lakes Kraut Company                                                                  491                   636
Gain on sale of aseptic operations                                                                       0                64,202
                                                                                                 ---------             ---------
Operating income before dividing with Pro-Fac                                                       20,772                76,668
Interest expense                                                                                   (19,323)               (8,336)
                                                                                                 ---------             ---------
Pretax income before dividing with Pro-Fac and before extraordinary item                             1,449                68,332
Pro-Fac share of income before extraordinary item                                                     (724)               (5,658)
                                                                                                 ---------             ---------
Income before taxes and before extraordinary item                                                      725                62,674
Tax provision                                                                                         (309)              (24,334)
                                                                                                 ---------             ---------
Income before extraordinary item                                                                       416                38,340
Extraordinary item relating to the early extinguishment of debt                                          0               (16,366)
 (net of income taxes and after dividing with Pro-Fac)
                                                                                                 ---------             ---------

Net Income                                                                                       $     416             $  21,974
                                                                                                 =========             =========

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


<PAGE>


<TABLE>
Agrilink Foods, Inc.
Consolidated Balance Sheet
(Dollars in Thousands)
                                                                                     September 25,          June 26,   September 26,
                                                                                         1999                 1999         1998

                                     ASSETS
<S>                                                                                    <C>               <C>             <C>
Current assets:
   Cash and cash equivalents                                                           $   10,831        $   6,540       $   9,057
   Accounts receivable trade, net                                                         106,871           81,430         105,374
   Accounts receivable, other                                                              14,396            6,184          23,038
   Income taxes refundable                                                                  2,880            9,360               0
   Current deferred tax asset                                                              15,565           15,565          13,129
   Inventories -
     Finished goods                                                                       345,877          247,389         349,451
     Raw materials and supplies                                                            74,077           46,181          45,829
                                                                                       ----------        ---------       ---------
       Total inventories                                                                  419,954          293,570         395,280
                                                                                       ----------        ---------       ---------
   Current investment in CoBank                                                             1,602            2,403           1,330
   Prepaid manufacturing expense                                                              114           18,217              98
   Prepaid expenses and other current assets                                               21,327           17,989          17,288
                                                                                       ----------        ---------       ---------
       Total current assets                                                               593,540          451,258         564,594
Investment in CoBank                                                                       19,693           19,693          22,377
Investment in Great Lakes Kraut Company                                                     7,170            6,679           7,223
Property, plant and equipment, net                                                        337,278          339,753         317,025
Assets held for sale at net realizable value                                                1,172              890           2,711
Goodwill and other intangible assets, net                                                 262,059          260,733         321,022
Other assets                                                                               21,556           21,655          24,418
Note receivable due from Pro-Fac                                                            9,400            9,400           9,400
                                                                                       ----------        ---------       ---------
       Total assets                                                                    $1,251,868        $1,110,061      $1,268,770
                                                                                       ==========        ==========      ==========


                      LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
   Notes payable                                                                       $  126,800        $  18,900       $  94,000
   Current portion of obligations under capital leases                                        208              208             256
   Current portion of long-term debt                                                       16,580            8,670           1,023
   Accounts payable                                                                       108,007          103,615          96,478
   Income taxes payable                                                                         0                0          12,420
   Accrued interest                                                                        11,059            5,476             690
   Accrued employee compensation                                                           13,555           13,717          14,329
   Other accrued expenses                                                                  76,230           60,242          96,209
   Current liability due to Pro-Fac                                                        22,861           15,067          27,254
                                                                                       ----------        ---------       ---------
       Total current liabilities                                                          375,300          225,895         342,659
Obligations under capital leases                                                              568              568             503
Long-term debt                                                                            660,640          668,316         687,087
Deferred income tax liabilities                                                            23,174           23,174          35,341
Other non-current liabilities                                                              27,886           28,224          26,626
                                                                                       ----------        ---------       ---------
       Total liabilities                                                                1,087,568          946,177       1,092,216
                                                                                       ----------        ---------       ---------
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                                                                167,071          167,071         167,071
Accumulated (deficit)/retained earnings                                                    (2,008)          (2,424)         10,096
Accumulated other comprehensive income:
   Minimum pension liability adjustment                                                      (763)            (763)           (608)
   Cumulative foreign currency adjustment                                                       0                0              (5)
                                                                                       ----------        ---------       ---------
       Total shareholder's equity                                                         164,300          163,884         176,554
                                                                                       ----------        ---------       ---------
       Total liabilities and shareholder's equity                                      $1,251,868        $1,110,061      $1,268,770
                                                                                       ==========        ==========      ==========

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


<PAGE>


<TABLE>
Agrilink Foods, Inc.
Consolidated Statement of Cash Flows
(Dollars in Thousands)
                                                                                                           Quarter Ended
                                                                                                   September 25,      September 26,
                                                                                                        1999              1998
                                                                                                 ------------------   -------------
<S>                                                                                                <C>                  <C>
Cash Flows From Operating Activities:
   Net income                                                                                      $      416           $   21,974
   Adjustments to reconcile net income to net cash used in operating activities -
     Extraordinary item relating to the early extinguishment of debt (net of income taxes and
       after dividing with Pro-Fac)                                                                         0               16,366
     Gain on sale of aseptic operations                                                                    (0)             (64,202)
     Depreciation                                                                                       7,446                4,385
     Amortization of goodwill and other intangibles                                                     2,105                  926
     Amortization of debt issue costs and discount on subordinated promissory note                      1,025                  200
     Equity in undistributed earnings of Great Lakes Kraut Company                                       (491)                (636)
     Change in assets and liabilities:
       Accounts receivable                                                                            (33,653)             (40,670)
       Inventories                                                                                   (108,281)             (63,732)
       Income taxes refundable/(payable)                                                                6,480               18,940
       Accounts payable and other accrued expenses                                                     25,454              (13,163)
       Due to Pro-Fac                                                                                   7,799               12,870
       Other assets and liabilities                                                                    (4,219)              (3,026)
                                                                                                   ----------           ----------
Net cash used in operating activities                                                                 (95,919)            (109,768)
                                                                                                   ----------             --------

Cash Flows From Investing Activities:
   Purchase of property, plant and equipment                                                           (8,314)              (4,094)
   Proceeds from disposals                                                                                273               83,000
   Proceeds from investment in CoBank                                                                     801                  664
   Cash paid for acquisitions                                                                               0             (442,918)
                                                                                                   ----------           ----------
Net cash used in investing activities                                                                  (7,240)            (363,348)
                                                                                                   ----------           ----------

Cash Flows From Financing Activities:
   Proceeds from issuance of short-term debt                                                          107,900              177,000
   Repayment of short-term debt                                                                             0              (83,000)
   Proceeds from issuance of long-term debt                                                                 0              677,100
   Payments on long-term debt                                                                            (450)            (276,450)
   Cash paid for debt issuance costs                                                                        0              (17,523)
                                                                                                   ----------           ----------
Net cash provided by financing activities                                                             107,450              477,127
                                                                                                   ----------           ----------
Net change in cash and cash equivalents                                                                 4,291                4,011
Cash and cash equivalents at beginning of period                                                        6,540                5,046
                                                                                                   ----------           ----------
Cash and cash equivalents at end of period                                                         $   10,831           $    9,057
                                                                                                   ==========           ==========



<FN>
(Table continued on next page)
</FN>
</TABLE>



<PAGE>


Agrilink Foods, Inc.
Consolidated Statement of Cash Flows
(Dollars in Thousands)

(Table continued from previous page)

<TABLE>
                                                                                                                 Quarter Ended
                                                                                                 September 25,        September 26,
                                                                                                        1999                1998
                                                                                                 ------------------   -------------
<S>                                                                                              <C>                   <C>
Supplemental disclosure of cash flow information:
   Acquisition of Dean Foods Vegetable Company -
     Accounts receivable                                                                                               $   24,201
     Current deferred tax asset                                                                                            30,645
     Inventories                                                                                                          195,674
     Prepaid expenses and other current assets                                                                              6,374
     Property, plant and equipment                                                                                        154,527
     Assets held for sale at net realizable value                                                                              49
     Goodwill and other intangible assets                                                                                 182,010
     Accounts payable                                                                                                     (40,865)
     Accrued employee compensation                                                                                         (8,437)
     Other accrued expenses                                                                                               (75,778)
     Long-term debt                                                                                                        (2,752)
     Subordinated promissory note                                                                                         (22,590)
     Other assets and liabilities, net                                                                                     (2,453)
                                                                                                                       ----------
                                                                                                                       $  440,605
                                                                                                                       ==========
   Acquisition of J.A. Hopay Distributing Co., Inc. -
     Accounts receivable                                                                                               $      420
     Inventories                                                                                                              153
     Property, plant and equipment                                                                                             51
     Goodwill and other intangible assets                                                                                   3,303
     Other accrued expenses                                                                                                  (251)
     Obligation for covenant not to compete                                                                                (1,363)
                                                                                                                       ----------
                                                                                                                       $    2,313
                                                                                                                       ==========

<FN>

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



<PAGE>



                              AGRILINK FOODS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.       SUMMARY OF ACCOUNTING POLICIES

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

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. 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 26, 1999.

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

Reclassification:  Certain  items for  fiscal  1999 have  been  reclassified  to
conform with the current presentation.

NOTE 2.       ACQUISITIONS

Dean Foods Vegetable Company:  On September 24, 1998, Agrilink acquired the Dean
Foods Vegetable  Company ("DFVC"),  the frozen and canned vegetable  business of
Dean Foods Company  ("Dean  Foods"),  by acquiring all the  outstanding  capital
stock of Dean  Foods  Vegetable  Company  and  Birds Eye de Mexico SA de CV (the
"DFVC Acquisition"). In connection with the DFVC Acquisition,  Agrilink sold its
aseptic  business to Dean Foods.  Agrilink paid $360 million in cash, net of the
sale of the aseptic  business,  and issued to Dean Foods a $30 million unsecured
subordinated promissory note due November 22, 2008 (the "Subordinated Promissory
Note"), as consideration  for the DFVC  Acquisition.  The Company had the right,
exercisable  until  July 15,  1999,  to require  Dean  Foods,  jointly  with the
Company,  to treat the DFVC  Acquisition as an asset sale for tax purposes under
Section  338(h)(10) of the Internal Revenue Code. On April 15, 1999, the Company
paid $13.2 million to Dean Foods and exercised the election.

After the DFVC Acquisition,  DFVC was merged into the Company. DFVC has been one
of the  leading  processors  of  vegetables  in the United  States,  selling its
products under well-known brand names, such as Birds Eye, Freshlike and Veg-All,
and various  private  labels.  The Company  believes  that the DFVC  Acquisition
strengthens its competitive position by: (i) enhancing its brand recognition and
market  position,  (ii) providing  opportunities  for cost savings and operating
efficiencies and (iii) increasing its product and geographic diversification.

The DFVC  Acquisition was accounted for under the purchase method of accounting.
Under purchase accounting,  tangible and identifiable intangible assets acquired
and liabilities assumed were recorded at their respective fair values.  Goodwill
associated with the DFVC Acquisition is being amortized over 30 years.

The following  unaudited pro forma financial  information  presents a summary of
consolidated  results of  operations  of the Company and the acquired Dean Foods
Vegetable  Company as if the  acquisition  had occurred at the  beginning of the
1999 fiscal year.

                                                          Three Months Ended
                                                          September 26, 1998
Net sales                                                     $ 279.7
Income before extraordinary item                              $  28.2
Net income                                                    $  11.8

These  unaudited pro forma results have been prepared for  comparative  purposes
only  and  include   adjustments   for  additional   depreciation   expense  and
amortization and interest expense on acquisition debt. They do not purport to be
indicative of the results of

<PAGE>


operations which actually would have resulted had the combination been in effect
at the  beginning of the 1999 fiscal year,  or of the future  operations  of the
consolidated entities.

Concurrently  with  the  DFVC  Acquisition,  Agrilink  refinanced  its  existing
indebtedness   (the   "Refinancing"),   including  its  12  1/4  percent  Senior
Subordinated  Notes due 2005 (the "Old Notes")
 and its then  existing bank debt.
On August 24, 1998,  Agrilink  commenced a tender offer (the "Tender Offer") for
all the Old Notes and  consent  solicitation  to  certain  amendments  under the
indenture governing the Old Notes to eliminate substantially all the restrictive
covenants and certain events of default therein.  Substantially  all of the $160
million aggregate  principal amount of the Old Notes were tendered and purchased
by Agrilink for aggregate consideration of approximately $184 million, including
accrued  interest of $2.9 million.  Agrilink also  terminated  its then existing
bank facility  (including  seasonal  borrowings)  and repaid the $176.5 million,
excluding  interest owed and breakage fees outstanding  thereunder.  The Company
recognized an extraordinary item of $16.4 million (net of income taxes and after
dividing  with  Pro-Fac) in the first  quarter of fiscal  1999  relating to this
refinancing.

In order to consummate the DFVC  Acquisition  and the Refinancing and to pay the
related fees and expenses, Agrilink: (i) entered into a new credit facility (the
"New Credit  Facility")  providing for $455 million of term loan borrowings (the
"Term Loan Facility") and up to $200 million of revolving credit borrowings (the
"Revolving  Credit  Facility"),  (ii)  entered into and drew upon a $200 million
bridge loan facility (the  "Subordinated  Bridge Facility") and (iii) issued the
$30 million Subordinated  Promissory Note to Dean Foods. The Subordinated Bridge
Facility was repaid during November of 1998  principally  with the proceeds from
the  issuance of Senior  Subordinated  Notes ("the New Notes") for $200  million
aggregate  principal  amount due  November  1, 2008.  Interest  on the New Notes
accrues  at the rate of 11-7/8  percent  per  annum.  Debt  issue  costs of $5.5
million  associated  with the Bridge  Facility were expensed  during the quarter
ended December 26, 1998.

NOTE 3.       AGREEMENTS WITH PRO-FAC

The Company's  contractual  relationship  with Pro-Fac is defined in the Pro-Fac
Marketing and Facilitation  Agreement  ("Agreement").  Under the Agreement,  the
Company pays Pro-Fac the commercial  market value ("CMV") for all crops supplied
by  Pro-Fac.  CMV is  defined  as the  weighted  average  price  paid  by  other
commercial  processors for similar crops sold under  preseason  contracts and in
the open market in the same or competing  market area.  Although CMV is intended
to be no more than the fair market value of the crops purchased by Agrilink,  it
may be more or less than the price  Agrilink 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 Agrilink 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 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 Agrilink,  including the provision of a long term,  stable
crop  supply,  favorable  payment  terms for crops,  and the sharing of risks of
losses of certain operations of the business. Earnings and losses are determined
at the end of the fiscal year, but are accrued on an estimated  basis during the
year.  Under the Agreement,  Pro-Fac is required to reinvest at least 70 percent
of the additional patronage income in Agrilink.

Amounts  received by Pro-Fac from Agrilink for the three months ended  September
25,  1999 and  September  26, 1998  include:  commercial  market  value of crops
delivered,  $53.3  million  and  $44.3  million,  respectively;  and  additional
proceeds  from  profit  sharing  provisions,  $0.7  million  and  $4.0  million,
respectively.



<PAGE>


NOTE 4.       DEBT

Summary of Long-Term Debt:

                                   September 25,    June 26,   September 26,
                                       1999          1999          1998

Term Loan Facility                  $  446,400    $  446,600    $ 455,000
Senior Subordinated Notes              200,015       200,015           15
Subordinated Promissory Note            24,056        23,372       23,372
Subordinated Bridge Facility                 0             0      200,000
Other                                    6,749         6,999        9,723
                                    ----------    ----------    ---------
Total Debt                             677,220       676,986      688,110
Less Current Portion                   (16,580)       (8,670)      (1,023)
                                    ----------    ----------    ---------
Total Long-Term Debt                $  660,640    $  668,316    $ 687,087
                                    ==========    ==========    =========

NOTE 5.       OTHER MATTERS

Sale of Canned Vegetable  Business:  On September 15, 1999,  Agrilink and Seneca
Foods  Corporation  announced they are in negotiation  regarding the purchase by
Seneca of Agrilink's  Midwest,  private label,  canned vegetable  business.  The
transaction  will  include  reciprocal  copacking  agreements.  The  parties are
working toward  finalizing the agreement by mid November.  This transaction does
not include Agrilink's retail branded canned vegetables,  Veg-All and Freshlike.
No significant gain or loss is anticipated on this sale.


Restructuring:  During  the third  quarter of fiscal  1999,  the  Company  began
implementation of a corporate-wide restructuring program. The overall objectives
of the  plan  are to  reduce  expenses,  improve  productivity,  and  streamline
operations.  The total  restructuring  charge  amounted to $5.0  million and was
primarily comprised of employee  termination  benefits.  Efforts have focused on
the  consolidation  of operating  functions and the elimination of approximately
five percent of the work force.  Reductions in personnel include operational and
administrative positions. Of this charge, $1.9 million has been liquidated,  and
the remaining termination benefits will be liquidated during fiscal 2000.

NOTE 6.       OPERATING SEGMENTS

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

The  vegetable  product  line  consists of canned and frozen  vegetables,  chili
beans,  pickles,  and  various  other  products.  Branded  products  within  the
vegetable  category  include Birds Eye,  Birds Eye Voila!,  Veg-All,  Freshlike,
McKenzies,  Brooks Chili  Beans,  Farman's  and Nalley.  The fruit  product line
consists of canned and frozen  fruits  including  fruit  fillings and  toppings.
Branded products within the fruit category include Comstock and Wilderness.  The
snack product line consists of potato chips,  popcorn and other corn-based snack
items.  Branded  products within the snack category include Tim's Cascade Chips,
Snyder of Berlin, Husman, La Restaurante,  Erin's, Beehive, Pops-Rite, and Super
Pop. The canned meal product line includes canned meat products such as chilies,
stew, and soups, and various other ready-to-eat prepared meals. Branded products
within the canned meal category  include  Nalley.  The  Company's  other product
lines primarily  represent salad  dressings.  Branded products within the "other
category" include Bernstein's and Nalley.



<PAGE>


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

<TABLE>
(Dollars in Millions)                                                                      Quarter Ended
<CAPTION>
                                                                            September 25, 1999     September 26, 1998
                                                                            ------------------     ------------------
<S>                                                                            <C>                   <C>
Net Sales:
   Vegetables                                                                  $    182.3            $     78.8
   Fruits                                                                            23.3                  25.1
   Snacks                                                                            21.4                  21.8
   Canned Meals                                                                      16.6                  14.8
   Other                                                                             14.7                  13.4
                                                                               ----------            ----------
     Continuing segments                                                            258.3                 153.9
   Businesses sold or to be sold1                                                    19.9                  28.7
                                                                               ----------            ----------
       Total                                                                   $    278.2            $    182.6
                                                                               ==========            ==========

Operating income:
   Vegetables2                                                                 $     13.7            $      3.4
   Fruits                                                                             3.3                   2.2
   Snacks                                                                             1.5                   2.0
   Canned Meals                                                                       1.9                   1.4
   Other                                                                              0.9                   0.0
                                                                               ----------            ----------
     Continuing segments                                                             21.3                   9.0
   Businesses sold or to be sold1                                                    (0.5)                  3.5
                                                                               ----------            ----------
       Subtotal                                                                      20.8                  12.5
Gain on sale of aseptic operations                                                    0.0                  64.2
                                                                               ----------            ----------
Operating income before dividing with Pro-Fac                                        20.8                  76.7
Interest expense                                                                    (19.3)                 (8.4)
                                                                               ----------            ----------
Pretax income before dividing with Pro-Fac and before extraordinary item       $      1.5            $     68.3
                                                                               ==========            ==========

<FN>
1  Includes the private label canned vegetable business to be sold in fiscal 2000 and the aseptic and peanut butter businesses sold
   in fiscal 1999.

2  The vegetable product line includes earnings derived from the Company's investment in Great Lakes Kraut Company of $0.5 million
   and $0.6 million in fiscal 2000 and fiscal 1999, respectively.
</FN>
</TABLE>

NOTE 7.       SUBSIDIARY GUARANTORS

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

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



<PAGE>


(Dollars in Millions)
                                                Quarter Ended
                                        September 25,    September 26,
                                         1999                1998
                                       -------------     --------------

Summarized Statement of Operations:
    Net sales                             $ 18,262         $  3,331
    Gross profit                            14,384            1,561
    Income from continuing operations       14,132              610
    Net income                               9,186              396

Summarized Balance Sheet:
    Current assets                        $  2,511         $  2,097
    Noncurrent assets                      215,813            7,080
    Current liabilities                      5,583              758

On March 2, 1999, the Company transferred trademarks valued at $212.6 million to
Linden  Oaks  Corporation.  By  consolidating  the  trademarks  into a  separate
subsidiary,  Agrilink will be able to monitor more closely and  efficiently  the
benefits  associated  with its  trademarks.  The royalty fees that are earned by
Linden Oaks Corporation in connection with the trademarks are insignificant with
respect to the Company's Consolidated Statement of Operations.

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

The purpose of this discussion is to outline the significant reasons for changes
in the  Unaudited  Consolidated  Statement of Operations in the first quarter of
fiscal 2000 versus fiscal 1999.

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

The  vegetable  product  line  consists of canned and frozen  vegetables,  chili
beans,  pickles,  and  various  other  products.  Branded  products  within  the
vegetable product line include Birds Eye, Birds Eye Voila!, Freshlike,  Veg-All,
McKenzies,  Brooks Chili  Beans,  Farman's  and Nalley.  The fruit  product line
consists of canned and frozen  fruits  including  fruit  fillings and  toppings.
Branded products within the fruit category include Comstock and Wilderness.  The
snack product line consists of potato chips,  popcorn and other corn-based snack
items.  Branded  products within the snack category include Tim's Cascade Chips,
Snyder of Berlin, Husman, La Restaurante,  Erin's, Beehive, Pops-Rite, and Super
Pop. The canned meal product line includes canned meat products such as chilies,
stews,  soups, and various other ready-to-eat  prepared meals.  Branded products
within the canned meal category include Nalley. The Company's other product line
primarily represents salad dressings. Brand products within the "other" category
include Bernstein's and Nalley.

The following  tables  illustrate  the results of operations by product line for
the three-month period ended September 25, 1999 and September 26, 1998.



<PAGE>


EBITDA1, 2
(Dollars in Millions)
                                              Quarter Ended
                                    September 25,         September 26,
                                        1999                  1998
                                             % of                    % of
                                    $        Total         $         Total
                                 ------      -----      -------      ------

Vegetables                       $ 20.6       67.9%     $   5.9       33.1%
Fruits                              3.7       12.2          2.7       15.2
Snacks                              2.4        7.9          2.7       15.2
Canned Meals                        2.3        7.5          1.9       10.7
Other                               1.4        4.6          0.4        2.2
                                 ------      -----      -------      -----
     Continuing segments           30.4      100.1         13.6       76.4
Businesses sold or to be sold3     (0.1)      (0.1)         4.2       23.6
                                 ------      -----      -------      ------
     Total                       $ 30.3      100.0%     $  17.8      100.0%
                                 ======      =====      =======      ======

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

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

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

2  Excludes the gain on sale of aseptic  operations.  See NOTE 2 to the "Notes
   to Consolidated Financial Statements."

3  Represents  the  operating  results of the  private  label  canned  vegetable
   business to be sold in fiscal 2000 and the  operating  results of the aseptic
   and peanut butter  operations  sold in fiscal 1999.  See NOTES 2 and 5 to the
   "Notes to Consolidated Financial Statements."

Net Sales
(Dollars in Millions)

                                             Quarter Ended
                                 September 25,          September 26,
                                       1999                  1998
                               -------------------     ------------------
                                            % of                   % of
                                   $        Total          $        Total
                               ----------  --------    ----------  ------

Vegetables                      $182.3       65.5%     $  78.8        43.2%
Fruits                            23.3        8.4         25.1        13.8
Snacks                            21.4        7.7         21.8        11.9
Canned Meals                      16.6        5.9         14.8         8.1
Other                             14.7        5.3         13.4         7.3
                                ------      -----      -------      ------
     Continuing segments         258.3       92.8        153.9        84.3
Businesses sold or to be sold1    19.9        7.2         28.7        15.7
                                ------      -----      -------      ------
     Total                      $278.2      100.0%     $ 182.6       100.0%
                                ======      =====      =======      ======

1    Represents net sales of the private label canned  vegetable  business to be
     sold in  fiscal  2000  and net  sales  of the  aseptic  and  peanut  butter
     operations  sold  in  fiscal  1999.  See  NOTES  2 and 5 to the  "Notes  to
     Consolidated Financial Statements."



<PAGE>


Operating Income1
(Dollars in Millions)

                                             Quarter Ended
                               September 25,              September 26,
                                   1999                       1998
                               -------------------     ------------------
                                            % of                     % of
                                   $        Total          $         Total
                                ------      ------     -------       -----

Vegetables                      $ 13.7       65.9%     $   3.4        27.2%
Fruits                             3.3       15.9          2.2        17.6
Snacks                             1.5        7.2          2.0        16.0
Canned Meals                       1.9        9.1          1.4        11.2
Other                              0.9        4.3          0.0         0.0
                                ------      -----      -------       -----
     Continuing segments          21.3      102.4          9.0        72.0
Businesses sold or to be sold2    (0.5)      (2.4)         3.5        28.0
                                ------      -----      -------       -----
     Total                      $ 20.8      100.0%     $  12.5       100.0%
                                ======      =====      =======       =====

1   Excludes the gain on sale of aseptic  operations.  See NOTE 2 to the "Notes
    to Consolidated Financial Statements."

2   Represents  the  operating  results of the private  label  canned  vegetable
    business to be sold in fiscal 2000 and operating  results of the aseptic and
    peanut  butter  operations  sold in  fiscal  1999.  See NOTES 2 and 5 to the
    "Notes to Consolidated Financial Statements."

      CHANGES FROM FIRST QUARTER FISCAL 2000 TO FIRST QUARTER FISCAL 1999

The net income for the first quarter of fiscal 2000 of $0.4 million represents a
$21.6  million  decrease  as  compared  to the first  quarter of fiscal 1999 net
income of $22.0  million.  Comparability  of net income is,  however,  difficult
because  the results of the first  quarter of fiscal  1999 were  impacted by the
gain on sale of aseptic  operations  and an  extraordinary  item relating to the
early  extinguishment  of debt.  In  addition,  fiscal  2000  results  have been
impacted by an increase in interest  associated  with the acquisition of DFVC on
September 24, 1998.  Accordingly,  management believes, to summarize results, an
evaluation of EBITDA from continuing segments,  as presented on page 11, is more
appropriate as it allows the operations of the business to be reviewed in a more
consistent manner.

EBITDA from continuing  segments increased $16.8 million,  or 123.5 percent,  to
$30.4 million in the first quarter of the current fiscal year from $13.6 million
in the first quarter of the prior fiscal year.

The vegetable  product line accounts for $14.7 million of the increase in EBITDA
from continuing segments and is primarily  attributable to the DFVC Acquisition.
While this operating  segment has benefited from the inclusion of the Birds Eye,
Freshlike,  and Veg-All  brands,  the category has been  negatively  impacted by
market  conditions  within the frozen private label segment as a result of lower
demand.

The Company's  fruit product line showed an  improvement  of $1.0 million due to
the  inclusion  in the first  quarter of fiscal 1999  results of $0.8 million of
costs associated with a new product launch.

The snack segment was  negatively  impacted by  competitive  pricing  within the
popcorn  product  line as a result of an increase  in  production  from  foreign
countries, such as Argentina.

Canned meals  increased  $0.4 million  primarily due to  improvements  in volume
within the chili category.

The other product line showed  improvements of $1.0 million due to reductions in
various cost components within the dressing category.

Net Sales:  Total net sales for the quarter  increased  $95.6  million,  or 52.4
percent,  to $278.2  million  in the first  quarter of fiscal  2000 from  $182.6
million in the first quarter of fiscal 1999.  Excluding businesses sold or to be
sold,  net sales  increased  by $104.4  million  to $258.3  million in the first
quarter of fiscal 2000 from $153.9  million in the first quarter of fiscal 1999.
This  change is  attributable  to an  increase  of  $103.5  million  within  the
vegetable product line primarily as a result of the DFVC Acquisition.  The Birds
Eye,

<PAGE>


Freshlike,  and Veg-All brands accounted for incremental  sales of $86.2 million
while the remaining  increase was attributable to private label and food service
sales associated with the DFVC Acquisition.

Net sales for the fruit product line decreased $1.8 million in the first quarter
of fiscal  2000 to $23.3  million  from $25.1  million  in the first  quarter of
fiscal 1999  primarily as a result of decreased  volume within the private label
apple sauce and pie filling categories.

Canned meals  increased $1.8 million  primarily  attributable to improvements in
volume  within the chili  category  and the  introduction  of "Meals for Now," a
ready-to-eat, canned meal product, sold under the Nalley label.

The  other  category,  which  primarily  represents  dressings,   showed  modest
improvements.

Operating Income:  Excluding the impact of businesses sold or to be sold and the
gain on sale of aseptic operations, operating income increased from $9.0 million
in the first  quarter of fiscal  1999 to $21.3  million in the first  quarter of
fiscal 2000. This represents an improvement of $12.3 million or 136.7 percent.

Vegetables showed improvements of $10.3 million or 302.9 percent.  The change is
primarily attributable to the inclusion of the operations acquired with the DFVC
Acquisition. Branded products associated with the DFVC Acquisition accounted for
$9.7 million of the increase.

The Company's  fruit  category  showed an improvement of $1.1 million due to the
inclusion  in the  first  quarter  of  fiscal  1999 of  $0.8  million  of  costs
associated with a new product launch.

Snacks  showed a decline of $0.5 million from $2.0 million in the first  quarter
of  fiscal  1999 to $1.5  million  in the  first  quarter  of  fiscal  2000.  As
highlighted  above, the decline  resulted from competitive  pressures within the
popcorn category.

Canned  meals  showed  an  increase  of  $0.5  million  due   primarily  to  the
improvements in volume within the chili category highlighted above.

The other product category showed improvements due to reductions in various cost
components within the dressing category.

Selling,  Administrative,  and General Expenses:  Selling,  administrative,  and
general expenses have increased $25.7 million as compared with the first quarter
of the prior fiscal year.  The  increase is primarily  attributable  to the DFVC
Acquisition and therefore the overall increase of the Company's size.

Gain on Sale of Aseptic  Operations:  In conjunction with the DFVC  Acquisition,
the Company sold its aseptic  operation to Dean Foods.  The final purchase price
of $80 million was  determined  in the third quarter of fiscal 1999 based upon a
final appraisal performed by an independent appraiser.

Income from Great Lakes Kraut LLC: This amount represents earnings received from
the investment in Great Lakes Kraut LLC, a joint venture formed between Agrilink
and  Flanagan  Brothers,  Inc.  on July 1, 1997.  There has been no  significant
change in the  operations  of the joint  venture for the first quarter of fiscal
2000 compared with the prior year.

Interest  Expense:  Interest expense increased $11.0 million to $19.3 million in
the first  quarter  of fiscal  2000 from $8.3  million  in the first  quarter of
fiscal 1999.  This increase is associated  with  additional  debt to finance the
DFVC  Acquisition  and higher levels of seasonal  borrowings to fund  additional
working capital requirements associated with the increase in the Company's size.

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



<PAGE>


In fiscal  2000,  it is  currently  estimated  that 90  percent of  earnings  on
patronage products will exceed 50 percent of all pretax earnings of the Company;
accordingly,  the Pro-Fac share of income has been recognized at a maximum of 50
percent of pretax earnings of the Company.

Due to the  recognition of the gain on the sale of the aseptic  operations,  the
Pro-Fac  share of  earnings  was  recorded  at 90  percent  of the  earnings  on
patronage products in the first quarter of fiscal 1999.

Tax Provision:  The provision for taxes  decreased $24.0 million to $0.3 million
in the first  quarter of fiscal 2000 from $24.3  million in the first quarter of
fiscal 1999. Of this decrease, $25.0 million is attributable to the provision in
the first quarter of fiscal 1999 associated with the gain on sale of the aseptic
operations. The remaining variance was impacted by the change in earnings before
tax.   Agrilink's   effective   tax   rate  is   negatively   impacted   by  the
non-deductibility of certain amounts of goodwill.

Extraordinary  Item Relating to the Early  Extinguishment of Debt:  Concurrently
with the DFVC  Acquisition,  the Company  refinanced its existing  indebtedness,
including  its 12 1/4 percent  Senior  Subordinated  Notes due 2005 and its then
existing bank debt. Premiums and breakage fees associated with early redemptions
and other fees incurred  amounted to $16.4 million (net of income taxes of $10.4
million and after allocation to Pro-Fac of $1.7 million).

                         LIQUIDITY AND CAPITAL RESOURCES

The  following  discussion  highlights  the major  variances  in the  "Unaudited
Consolidated  Statement  of Cash  Flows" for the first  quarter  of fiscal  2000
compared to the first quarter of fiscal 1999.

Net cash used in operating  activities  decreased  $13.8  million over the first
quarter of the prior fiscal year. This decrease primarily results from variances
within  accounts  payable and other accruals due to the timing of liquidation of
outstanding  balances offset by an increase in inventories due to the harvesting
of crops and related production activities during this time.

Net cash used in investing  activities  in the first  quarter of fiscal 1999 was
impacted by the DFVC  Acquisition  and the sale of the aseptic  operations.  The
purchase of property, plant and equipment increased $4.2 million to $8.3 million
for the first  quarter of fiscal 2000 from $4.1 million for the first quarter of
fiscal 1999.  The increase was  primarily  utilized to support an  additional 14
operating facilities acquired in conjunction with the DFVC Acquisition.

Net cash  provided by financing  activities  in the first quarter of fiscal 1999
was significantly  impacted by the DFVC Acquisition and the activities completed
concurrent with the acquisition to refinance existing indebtedness.

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

As of September 25, 1999, (i) cash  borrowings  outstanding  under the Revolving
Credit Facility were $126.8 million, (ii) there were $14.0 million in letters of
credit outstanding, and (iii) additional availability under the Revolving Credit
Facility,  after  taking into  account the amount of  borrowings  and letters of
credit outstanding,  was $59.2 million.  The Company believes that the cash flow
generated by operations  and the amounts  available  under the Revolving  Credit
Facility  provide  adequate  liquidity to fund working capital needs and capital
expenditures.

Certain  financing  arrangements  require that Pro-Fac and Agrilink meet certain
financial tests and ratios and comply with certain restrictions and limitations.
As of September  25, 1999,  Pro-Fac and the Company are in  compliance  with all
such covenants, restrictions, and limitations.

Interest  Rate Risk  Management:  The  Company is  subject  to market  risk from
exposure to changes in interest  rates based on its  financing  activities.  The
Company has entered into certain financial  instrument  transactions to maintain
the desired level of exposure to the risk of interest rate  fluctuations  and to
minimize interest expense.  More specifically,  the Company has entered into two
interest rate swap agreements with the Bank of Montreal.  The agreements provide
for fixed  interest  rate  payments  by the  Company in  exchange  for  payments
received at the three-month LIBOR rate.



<PAGE>


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

                                               September 25, 1999
Interest Rate Swap:
Variable to Fixed - notional amount                 $250,000
   Average pay rate                               4.96 - 5.32%
   Average receive rate                               5.31%
   Maturities through                                 2001

The  Company  had a two-year  option to extend the  maturity  date on one of the
interest rate swap agreements with a notional amount of $100,000,000. On June 8,
1999,  the  Company  sold this  option  to Bank of  Montreal  for  approximately
$2,050,000.  The gain  resulting  from the  sale is  being  recognized  over the
remaining life of the interest rate swap.

While there is potential  that interest  rates will fall, and hence minimize the
benefits of the Company's hedge position, it is the Company's position that on a
long-term  basis,  the  possibility  of interest  rates  increasing  exceeds the
likelihood of interest  rates  decreasing.  The Company will,  however,  monitor
market conditions to adjust its position as it considers necessary.

OTHER MATTERS

Restructuring:  During  the third  quarter of fiscal  1999,  the  Company  began
implementation of a corporate-wide restructuring program. The overall objectives
of the  plan  are to  reduce  expenses,  improve  productivity,  and  streamline
operations.  The total  restructuring  charge  amounted to $5.0  million and was
primarily comprised of employee  termination  benefits.  Efforts have focused on
the  consolidation  of operating  functions and the elimination of approximately
five percent of the work force.  Reductions in personnel include operational and
administrative positions. Of this charge, $1.9 million has been liquidated,  and
the remaining termination benefits will be liquidated during fiscal 2000.

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

The effect of the 1999 growing season on fiscal 2000 financial results cannot be
estimated until late 1999 or early calendar 2000 when harvesting is complete and
when local and national supplies can be determined.

Year 2000  Readiness  Disclosure:  A full  inventory  and  analysis  of business
applications and related software was performed and the Company  determined that
it will be required  to modify or replace  certain  portions of its  software so
that its computer systems will be Year 2000 compliant.  These  modifications and
replacements  have been made for mission critical  applications and software and
will continue to be made in conjunction with the Company's  overall  information
systems initiatives.

In addition,  the Company has contacted  non-information  technology  vendors to
ensure that any of their products that are currently in use can adequately  deal
with  the  change  in  century.  To date,  Agrilink  has  received  satisfactory
responses.Areas  addressed  include  full  reviews of  manufacturing  equipment,
telephone  and voice  mail  systems,  security  systems,  and other  office/site
support  systems.  Based upon preliminary  information,  the costs of addressing
potential  problems  are not expected to have a material  adverse  impact on the
Company's  financial  position,  results of operations,  or cash flows in future
periods.  Accordingly, the cost of the project is being funded through operating
cash flows.

The Company has initiated formal  communications with significant  suppliers and
customers to determine  the extent to which the Company is  vulnerable  to those
third parties' failure to remediate their own Year 2000 issues.  However,  there
can be no guarantee  that the systems of other  companies on which the Company's
systems rely will be timely  converted,  or that a failure to convert by another
company, or a conversion that is incompatible with the Company's systems,  would
not have a material adverse effect on the Company.  Accordingly, the Company has
devoted the necessary resources to resolve all significant Year 2000 issues in a
timely manner.



<PAGE>


Based on the progress made to date (which  includes  compliant  systems in place
and in  production),  the  Company  does not believe  any  material  exposure to
significant  business  interruption  exists.  In the event some of the remaining
elements of the Company's Year 2000 compliance  project are delayed,  procedures
have been addressed to ensure alternative workaround initiatives are completed.

               CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

From time to time,  the  Company  makes  oral and  written  statements  that may
constitute  "forward-looking  statements"  as defined in the Private  Securities
Litigation  Reform Act of 1995 (the  "Act") or by the  Securities  and  Exchange
Commission ("SEC") in its rules, regulations,  and releases. The Company desires
to take advantage of the "safe harbor" provisions in the Act for forward-looking
statements  made  from  time  to  time,  including,  but  not  limited  to,  the
forward-looking   information  contained  in  the  Management's  Discussion  and
Analysis  (pages  10 to 15) and other  statements  made in this Form 10-Q and in
other filings with the SEC.

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

     the impact of strong competition in the food industry;

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

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

     the  continuation  of  the  Company's  success  in  integrating  operations
     (including   whether  the  anticipated  cost  savings  in  connection  with
     acquisitions will be realized and the timing of any such realization),  and
     the availability of acquisition and alliance opportunities;

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

     the Company's ability to service debt.

<TABLE>
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

<S>  <C>         <C>          <C>
     (a) Exhibits

          Exhibit Number                                          Description

                27           Financial Data Schedule

                99.1         Pro-Fac Cooperative, Inc. Financial Statements for the Quarterly Period Ended September 25, 1999.

     (b) Reports on Form 8-K:

         No reports on Form 8-K were filed in the first quarter of fiscal 2000.
</TABLE>




<PAGE>









                                   SIGNATURES


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



                                             AGRILINK FOODS, INC.



Date:  November 8, 1999             By:/s/   Earl L. Powers
     -----------------------           ----------------------------------
                                                EARL L. POWERS
                                     EXECUTIVE VICE PRESIDENT FINANCE AND
                                            CHIEF FINANCIAL OFFICER
                                         (Principal Financial Officer
                                       and Principal Accounting Officer)


<PAGE>