10

                               Page 1 of 13 Pages


                UNITED STATES 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 28, 1998

                                       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 14602-0670
               (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 12, 1998.

                              Common Stock: 10,000




<PAGE>


                                                                 2
                          PART I. FINANCIAL INFORMATION

ITEM I.  FINANCIAL STATEMENTS

<TABLE>
Agrilink Foods, Inc.
Consolidated Statement of Operations
(Unaudited)

<CAPTION>
(Dollars in Thousands)

                                                                 Three Months Ended                     Nine Months Ended
                                                              March 28,        March 29,            March 28,         March 29,
                                                                 1998            1997                  1998             1997
                                                             -----------     -------------        --------------     ----------

<S>                                                           <C>              <C>                 <C>                 <C>      
Net sales                                                     $ 163,150        $ 179,146           $ 542,219           $ 561,332
Cost of sales                                                  (118,238)        (131,888)           (389,078)           (412,827)
                                                              ---------        ---------           ---------           ---------
Gross profit                                                     44,912           47,258             153,141             148,505
Selling, administrative, and general expense                    (34,308)         (35,666)           (108,561)           (110,516)
Gain on sale of Finger Lakes Packaging                                0                0                   0               3,565
Income from Great Lakes Kraut Company                               512                0               1,472                   0
                                                              ---------        ---------           ---------           ---------
Operating income before dividing with Pro-Fac                    11,116           11,592              46,052              41,554
Interest expense                                                 (7,716)          (8,643)            (23,323)            (27,403)
                                                              ---------        ---------           ---------           ---------
Pretax income before dividing with Pro-Fac and
   before cumulative effect of an accounting change               3,400            2,949              22,729              14,151
Pro-Fac share of income before cumulative effect of
   an accounting change                                          (1,700)          (2,151)            (11,365)             (7,075)
                                                              ---------        ---------           ---------           ---------
Income before taxes and cumulative effect of an
   accounting change                                              1,700              798              11,364               7,076
Tax provision                                                      (774)            (502)             (5,171)             (3,334)
                                                              ---------        ---------           ---------           ---------
Income before cumulative effect of an accounting
   change                                                           926              296               6,193               3,742
Cumulative effect of an accounting change before
   dividing with Pro-Fac                                              0                0                   0               4,606
Pro-Fac share of accounting change                                    0                0                   0              (2,859)
                                                              ---------        ---------           ---------           ---------
Net income                                                    $     926        $     296           $   6,193           $   5,489
                                                              =========        =========           =========           =========
<FN>
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
</FN>
</TABLE>
<PAGE>


                                                                 3
<TABLE>
Agrilink Foods, Inc.
Consolidated Balance Sheet
(Unaudited)

<CAPTION>
(Dollars in Thousands)                                         ASSETS

                                                                        March 28,     June 28,      March 29,
                                                                          1998          1997          1997

<S>                                                                     <C>           <C>           <C>       
Current assets:  
   Cash and cash equivalents                                            $  2,856      $  2,836      $  5,334
   Accounts receivable trade, net                                         55,012        48,661        51,138
   Accounts receivable, other                                              1,391         2,813         6,056
   Inventories -
     Finished goods                                                      119,654        87,904       110,950
     Raw materials and supplies                                           32,698        27,001        34,079
                                                                        --------      --------      --------
       Total inventories                                                 152,352      $114,905       145,029
                                                                        --------      --------      --------
   Current investment in CoBank                                            2,502           946         1,262
   Prepaid manufacturing expense                                           4,676         8,265         5,192
   Prepaid expenses and other current assets                              12,002         6,323         9,281
   Current deferred tax asset                                              8,198         8,198         7,988
   Due from Pro-Fac                                                          216             0             0
                                                                        --------      --------      --------
       Total current assets                                              239,205       192,947       231,280
Investment in CoBank                                                      22,534        24,321        24,320
Investment in Great Lakes Kraut Company                                    8,056             0             0
Property, plant, and equipment, net                                      207,278       217,923       247,554
Assets held for sale, at net realizable value                              2,582         3,259           903
Goodwill and other intangibles, net                                       94,465        96,429        98,840
Other assets                                                              13,682         7,682        11,462
                                                                        --------      --------      --------
       Total assets                                                     $587,802      $542,561      $614,359
                                                                        ========      ========      ========


                      LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
   Notes payable                                                        $ 57,800      $      0      $  5,500
   Current portion of obligations under capital leases                       558           558           547
   Current portion of long-term debt                                       8,070         8,075         8,075
   Accounts payable                                                       39,955        49,231        33,008
   Income taxes payable                                                    4,722         5,152         6,638
   Accrued interest                                                        3,867         8,540         4,503
   Accrued employee compensation                                          10,041        11,063        10,015
   Other accrued expenses                                                 18,076        21,956        26,291
   Due to Pro-Fac                                                              0         4,312        11,692
                                                                        --------      --------      --------
       Total current liabilities                                         143,089       108,887       106,269
Obligations under capital leases                                             817           817         1,125
Long-term debt                                                            67,488        62,829       133,341
Senior subordinated notes                                                160,000       160,000       160,000
Deferred income tax liabilities                                           40,902        40,902        47,356
Other non-current liabilities                                             22,874        22,687        21,549
                                                                        --------      --------      --------  
       Total liabilities                                                 435,170       396,122       469,640
                                                                        --------      --------      --------  
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                                            158,317       158,317       151,108
   Accumulated deficit                                                    (5,685)      (11,878)       (6,389)
                                                                        --------      --------      --------
       Total shareholder's equity                                        152,632       146,439       144,719
                                                                        --------      --------      --------
       Total liabilities and shareholder's equity                       $587,802      $542,561      $614,359
                                                                        ========      ========      ========
<FN>
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
</FN>
</TABLE>


<PAGE>


                                                                 4
<TABLE>
Agrilink Foods, Inc.
Consolidated Statement of Cash Flows
(Unaudited)
<CAPTION>
                                                                                                  Nine Months Ended
(Dollars in Thousands)                                                                         March 28,      March 29,
                                                                                                 1998           1997
<S>
Cash Flows From Operating Activities:                                                          <C>            <C>      
   Net income                                                                                  $  6,193       $  5,489
   Adjustments to reconcile net income to net cash used by operating activities -
     Cumulative effect of an accounting change                                                        0         (1,747)
     Gain on sale of Finger Lakes Packaging                                                           0         (3,565)
     Amortization of goodwill and other intangibles                                               2,802          3,051
     Amortization of debt issue costs                                                               600            600
     Depreciation                                                                                13,673         16,883
     Equity in undistributed earnings of Great Lakes Kraut Company                               (1,472)             0
     Equity in undistributed earnings of the Bank                                                  (715)        (1,143)
     Change in assets and liabilities:
       Accounts receivable                                                                       (4,929)        (7,131)
       Inventories                                                                              (39,632)       (22,336)
       Accounts payable and accrued expenses                                                    (14,331)       (13,081)
       Income taxes payable                                                                        (430)         3,078
       Due (to)/from Pro-Fac                                                                     (4,526)         6,618
       Other assets and liabilities                                                             (12,679)        (1,760)
                                                                                               --------       ---------
Net cash used in operating activities                                                           (55,446)       (15,044)
                                                                                               --------       ---------

Cash Flows From Investing Activities:
   Purchase of property, plant, and equipment                                                   (10,645)       (12,065)
   Disposals of property, plant, and equipment                                                      511         34,387
   Proceeds from investment in CoBank                                                               946              0
                                                                                               --------       --------
Net cash (used in)/provided by investing activities                                              (9,188)        22,322
                                                                                               --------       --------

Cash Flows From Financing Activities:
   Proceeds from issuance of short-term debt                                                     57,800          5,500
   Proceeds from issuance of long-term debt                                                       8,000         18,000
   Proceeds from Great Lakes Kraut Company                                                        3,000              0
   Capital contribution by Pro-Fac                                                                    0             25
   Payments on long-term debt                                                                    (4,146)       (34,342)
                                                                                               --------       --------
Net cash provided by/(used in) financing activities                                              64,654        (10,817)
                                                                                               --------       --------
Net change in cash and cash equivalents                                                              20         (3,539)
Cash and cash equivalents at beginning of period                                                  2,836          8,873
                                                                                               --------       --------
Cash and cash equivalents at end of period                                                     $  2,856       $  5,334
                                                                                               ========       ========

Supplemental Disclosure of Cash Flow Information:
   Acquisition of C&O Distributing Company
     Property, plant, and equipment                                                            $     54
     Goodwill                                                                                       756
                                                                                               --------
                                                                                               $    810
                                                                                               ========
   Investment in Great Lakes Kraut Company
     Inventories                                                                               $  2,175
     Prepaid expenses and other current assets                                                      409
     Property, plant, and equipment                                                               6,966
     Other accrued expenses                                                                         (62)
                                                                                               --------
                                                                                               $  9,488
                                                                                               ========
<FN>
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
</FN>
</TABLE>


<PAGE>


                                                                 5
                              AGRILINK 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.  Agrilink  Foods,  Inc.  ("Agrilink"  or  the  "Company")  is  a
wholly-owned   subsidiary  of  Pro-Fac  Cooperative,   Inc.  ("Pro-Fac"  or  the
"Cooperative").  These financial  statements  should be read in conjunction with
the financial  statements and accompanying notes contained in the Company's Form
10-K/A-1 for the fiscal year ended June 28, 1997.

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.  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.  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 prior-year balances have been reclassified to conform
with the current year presentation.

NOTE 2.       AGREEMENTS WITH PRO-FAC

The  contractual  relationship  between  Agrilink  and 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, Agrilink 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.

Pro-Fac  agrees to sell and  deliver  fruits  and  vegetables  needed to support
anticipated  sales and production  outlined in the Agrilink  annual profit plan.
The profit plan crop  requirements  are determined by the Boards of Directors of
Pro-Fac and  Agrilink.  Approval of the profit plan by the Board of Directors of
Agrilink  requires  the  affirmative  vote of a  majority  of the  Disinterested
Directors.  Subject only to its inability to deliver  because of the vagaries of
weather or other causes  validly  preventing  growing such crops as set forth in
the agreements  between Pro-Fac and its members,  Pro-Fac is required to deliver
to Agrilink  the crops  described in the profit  plan,  and  Agrilink  agrees to
process and market such crops.

In addition,  in any year in which  Agrilink has earnings on products which were
processed from crops supplied by Pro-Fac ("Pro-Fac Products"),  Agrilink pays to
Pro-Fac up to 90 percent of such  earnings,  but in no case more than 50 percent
of all  pretax  earnings  (before  dividing  with  Pro-Fac).  In  years in which
Agrilink  has  losses on Pro-Fac  Products,  Agrilink  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
Agrilink.  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
terms of the Senior Subordinated Notes, Pro-Fac is required to reinvest at least
70 percent of the additional patronage income in Agrilink.



<PAGE>


                                                                 6
Amounts  received by Pro-Fac  from  Agrilink for the nine months ended March 28,
1998 and March 29, 1997  include:  commercial  market value of crops  delivered,
$59.7 million and $51.3  million,  respectively;  and  additional  proceeds from
profit sharing provisions, $11.4 million and $9.9 million, respectively.

NOTE 3.       ACQUISITIONS, DISPOSAL, AND JOINT VENTURE

The following  activities  occurred during the nine-month period ended March 28,
1998:

Formation of New  Sauerkraut  Company:  Effective  July 1, 1997, the Company and
Flanagan Brothers,  Inc. of Bear Creek,  Wisconsin  contributed all their assets
involved in sauerkraut  production to form a new  sauerkraut  company.  This new
company,  Great Lakes Kraut  Company,  operates as a New York limited  liability
company with ownership and earnings  divided  equally between the two companies.
The joint venture is accounted for using the Equity Method of accounting.

C&O  Distributing  Company.:  Effective March 10, 1998, the Company acquired the
majority of assets and the business of C&O Distributing Company of Canton, Ohio.
C&O  distributes  snack  products  for  Snyder of Berlin,  one of the  Company's
businesses  included  within its snack foods unit. The acquisition was accounted
for  as  a  purchase.   The  purchase  price  was  approximately  $0.8  million.
Intangibles  recorded in conjunction  with this  transaction are being amortized
over 30 years.

The following  activities  occurred  subsequent to the  nine-month  period ended
March 28, 1998:

DelAgra Corp.:  Effective  March 30, 1998, the Company  acquired the majority of
assets and the business of DelAgra Corp. of Bridgeville, Delaware. DelAgra Corp.
is a producer of private label frozen vegetables.  The acquisition was accounted
for as a purchase. The purchase price was approximately $6.9 million.

Michigan Distribution Center: Effective March 31, 1998, the Company entered into
a multiyear  logistic  agreement under which GATX Logistics will provide freight
management,  packaging and labeling  services,  and distribution  support to and
from production facilities owned by the Company in and around Coloma,  Michigan.
The  agreement  includes  the  sale  of the  Company's  labeling  equipment  and
distribution  center.  The Company  received  proceeds of $12.6  million for the
equipment and facility.  These proceeds were applied to outstanding  bank loans.
No significant gain or loss occurred as a result of this transaction.

NOTE 4.       OTHER MATTERS

Seyfert Foods,  Inc.: The Company announced on March 26, 1998 that it had signed
a letter of intent to  acquire  all of the assets  and the  business  of Seyfert
Foods,  Inc. of Ft. Wayne,  Indiana.  Seyfert  produces potato chips and various
other  snack  foods.  A final  agreement  is subject to Board  approval  and due
diligence by both parties.

Nutrition Medical: The Company announced on March 19, 1998 that it had signed an
agreement to acquire  Nutrition  Medical's private label adult nutrition formula
business.  Nutrition  Medical  will  be paid  royalty  payments  for two  years.
Nutrition  Medical will also receive  payments for portions of existing  product
and packaging inventories. The transaction is expected to close by May 1, 1998.

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 Consolidated  Statement of Operations in the third quarter and first nine
months of fiscal 1998 versus fiscal 1997.

Agrilink Foods,  Inc.  ("Agrilink" or the "Company") has three primary  business
units: Curtice Burns Foods ("CBF"), Nalley Fine Foods, and its Snack Food Group.
Each  business unit offers  different  products and is managed  separately.  The
majority of each of the business  units' net sales are within the United States.
In addition,  all of the Company's  operating  facilities  are within the United
States.

The CBF business unit produces  products in several food  categories,  including
fruit fillings and toppings;  aseptically-produced  products;  canned and frozen
fruits,  vegetables,  and popcorn. The Nalley business unit produces canned meat

<PAGE>

                                                                 7
products (such as chilies and stews),  pickles, salad dressings,  peanut butter,
salsa, and syrup. The Company's snack foods business unit consists of the Snyder
of Berlin,  Husman Snack Foods, and Tim's Cascade Potato Chip  businesses.  This
business unit produces and markets potato chips and other salty-snack items.

The following  tables  illustrate the results of operations by business unit for
the three- and  nine-month  periods ended March 28, 1998 and March 29, 1997, and
the  Company's  total assets by business unit as of March 28, 1998 and March 29,
1997.

<TABLE>
Net Sales

<CAPTION>
(Dollars in Millions)

                                                    Three Months Ended                             Nine Months Ended
                                              March 28,              March 29,               March 28,            March 29,
                                                1998                   1997                    1998                 1997
                                                    % of                    % of                    % of                  % of
                                           $        Total          $        Total         $         Total        $        Total
                                        ------     -------       ------     ------      ------      ------     ------     -----

<S>                                     <C>          <C>         <C>         <C>        <C>          <C>        <C>        <C>  
CBF                                     $103.5       63.4%       $108.6      60.6%      $355.6       65.6%      $340.6     60.7%
Nalley Fine Foods                         43.6       26.7          43.8      24.5        136.1       25.1        133.6     23.8
Snack Food Group                          16.1        9.9          16.2       9.0         50.5        9.3         49.7      8.8
                                        ------      -----        ------     -----       ------      -----       ------    -----
     Subtotal ongoing operations         163.2      100.0         168.6      94.1        542.2      100.0        523.9     93.3
Businesses sold1                           0.0        0.0          10.5       5.9          0.0        0.0         37.4      6.7
                                        ------      -----        ------     -----       ------      -----       ------    -----
     Total                              $163.2      100.0%       $179.1     100.0%      $542.2      100.0%      $561.3    100.0%
                                        ======      =====        ======     -----       ======      =====       ======    =====

<FN>
1    Includes  the  activity of Finger  Lakes  Packaging  and the portion of the
     canned vegetable business sold in fiscal 1997.
</FN>
</TABLE>

<TABLE>
Operating Income

<CAPTION>
(Dollars in Millions)


                                                    Three Months Ended                             Nine Months Ended
                                              March 28,              March 29,             March 28,            March 29,
                                                1998                  1997                  1998                 1997 1
                                                    % of                   % of                   % of                  % of
                                           $        Total         $        Total         $        Total        $        Total
                                        ------     -------      -----      -----       -----      -----      -----      -----

<S>                                      <C>        <C>         <C>         <C>        <C>        <C>        <C>         <C>  
CBF                                      $10.5       94.6%      $10.6        91.4%     $39.6       85.9%     $31.7        76.2%
Nalley Fine Foods                          1.9       17.1         3.0        25.8        9.4       20.4        8.1        19.5
Snack Food Group                           1.3       11.7         1.3        11.2        5.4       11.7        4.4        10.6
Corporate overhead                        (2.6)     (23.4)       (2.9)      (25.0)      (8.3)     (18.0)      (6.9)      (16.6)
                                       -------     ------       -----       -----      -----      -----      -----       -----
     Subtotal                             11.1      100.0        12.0       103.4       46.1      100.0       37.3        89.7
Business sold and other nonrecurring2      0.0        0.0        (0.4)       (3.4)       0.0        0.0        4.3        10.3
                                       -------    -------       -----       -----      -----      -----      -----       -----
     Total                               $11.1      100.0%      $11.6       100.0%     $46.1      100.0%     $41.6       100.0%
                                         =====      =====       =====       =====      =====      =====      =====       =====

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

2    Includes the  earnings  and gain on sale related to Finger Lakes  Packaging
     and the activity from the portion of the canned vegetable  business sold in
     fiscal 1997.  Also, in fiscal 1997,  amounts include  strategic  consulting
     fees,  a loss  on the  disposal  of  property  held  for  sale,  and  final
     settlement of an insurance claim.
</FN>
</TABLE>



<PAGE>


                                                                 8

<TABLE>
EBITDA1

<CAPTION>
(Dollars in Millions)








                                                   Three Months Ended                             Nine Months Ended
                                              March 28,              March 29,            March 28,           March 29,
                                                1998                  1997                 1998                1997 2
                                                    % of                  % of                 % of                  % of
                                           $        Total        $        Total       $        Total        $        Total
                                        ------     -------     -----      -----     -----      -----      -----      -----

<S>                                      <C>        <C>        <C>       <C>        <C>        <C>        <C>        <C>  
CBF                                      $13.9       84.2%     $14.5      82.3%     $50.4       80.6%     $43.8       71.2%
Nalley Fine Foods                          3.3       20.0       4.1       23.3       13.6       21.8       12.2       19.8
Snack Food Group                           1.8       10.9       1.7        9.6        6.7       10.7        5.8        9.4
Corporate overhead                        (2.5)     (15.1)     (2.8)     (15.8)      (8.2)     (13.1)      (6.9)     (11.2)
                                         -----      -----     -----      -----      -----      -----      -----      -----
     Subtotal                             16.5      100.0      17.5       99.4       62.5      100.0       54.9       89.2
Businesses sold and other nonrecurring3    0.0        0.0       0.1        0.6        0.0        0.0        6.6       10.8
                                         -----      -----     -----      -----      -----      -----      -----      -----
     Total                               $16.5      100.0%    $17.6      100.0%     $62.5      100.0%     $61.5      100.0%
                                         =====      =====     =====      =====      =====      =====      =====      =====

<FN>
1    Earnings before interest, taxes, depreciation,  and amortization ("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.  The EBITDA calculation begins with Income/(loss) before taxes,
     dividends,  allocation  of  net  proceeds,  and  cumulative  effect  of  an
     accounting change and adds to such amount interest  expense,  depreciation,
     and  amortization of goodwill and other  intangibles.  Management  believes
     EBITDA is a  measurement  that allows the  operations of the business to be
     measured in a consistent manner.

2    The above  information  excludes  the  cumulative  effect of an  accounting
     change. See NOTE 1 - "Summary of Accounting Policies - Change in Accounting
     Principle."

3    Includes the  earnings  and gain on sale related to Finger Lakes  Packaging
     and the activity from the portion of the canned vegetable  business sold in
     fiscal 1997.  Also, in fiscal 1997,  amounts include  strategic  consulting
     fees,  a loss  on the  disposal  of  property  held  for  sale,  and  final
     settlement of an insurance claim.
</FN>
</TABLE>
<TABLE>


Total Assets

<CAPTION>
(Dollars in Millions)

                                          March 28,                   March 29,
                                            1998                        1997
                                                 % of                          % of
                                       $         Total              $          Total
                                    ------       -----           ------        -----

<S>                                 <C>           <C>            <C>            <C>  
CBF                                 $370.8        63.1%          $355.1         57.8%
Nalley Fine Foods                    146.4        24.9            149.8         24.4
Snack Food Group                      27.4         4.7             26.0          4.2
Corporate                             43.2         7.3             54.5          8.9
                                    ------       -----           ------        -----
     Subtotal ongoing operations     587.8       100.0            585.4         95.3
Business sold1                         0.0         0.0             29.0          4.7
                                    ------       -----           ------        -----
     Total                          $587.8       100.0%          $614.4        100.0%
                                    ======       =====           ======        =====
<FN>
1    Reflects the portion of the canned vegetable business sold in fiscal 1997.
</FN>
</TABLE>
<PAGE>


                                                                 9
       CHANGES FROM THIRD QUARTER FISCAL 1998 TO THIRD QUARTER FISCAL 1997

Net Sales:  Net sales from ongoing  operations  decreased  in the third  quarter
compared  to the prior  year by $5.4  million  or 3 percent.  The  decrease  was
primarily  noted  within  the CBF  business  unit.  Net sales at both the Nalley
business unit and the Company's  Snack Food Group were  consistent  with that of
the prior year.

The most significant decrease at CBF was noted within the vegetable category and
amounted  to  approximately  $5.2  million.  Approximately  $2.9  million of the
vegetable  decrease  represents  sauerkraut net sales accounted for by the newly
created joint venture.  The net sales of the joint venture are excluded from the
Company's  net sales in fiscal 1998.  See NOTE 3  "Acquisitions,  Disposal,  and
Joint Venture - Formation of New Sauerkraut  Company." The remaining variance is
influenced by the overall  industry  supply of vegetables  which has  negatively
impacted volume and pricing.

Decreases  within the fruit and other  categories  of CBF amount to $3.1 million
and are attributable to volume and product mix. This amount was, however, offset
by  increases  within the aseptic  category  of $3.2  million.  The  increase in
aseptic sales results from new business.

Total net  sales  decreased  in the third  quarter  by $15.9  million.  This net
decrease  reflects  both the reduction of  businesses  sold ($10.5  million) and
reductions in ongoing operations ($5.4 million) described above.

Gross Profit: Gross profit of $44.9 million for the quarter ended March 28, 1998
decreased  $2.4  million or 5 percent from $47.3  million for the quarter  ended
March 29, 1997.  Excluding the  businesses  sold in fiscal 1997, the decrease in
gross profit was  approximately  $1.7 million.  This  decrease  results from the
reduction in net sales described above along with changes in pricing and product
mix. The Company's gross margin percentage,  however, improved from 26.4 percent
in the prior year to 27.5 percent in the current year.

Selling,  Administrative,  and General Expenses:  Selling,  administrative,  and
general  expenses have  decreased  $1.4 million as compared with the prior year.
This reduction is primarily  comprised of a decrease in selling and  advertising
expenses of $0.6  million and a decrease in trade  promotions  of $1.3  million.
Approximately $2.0 million and $0.2 million of such decreases at the CBF and the
Snack Food Group business units, respectively. The reduction at CBF is primarily
attributable to the sale of the canned vegetable business in the spring of 1997.
The  reduction  within  the Snack Food  Group is  attributable  to the timing of
promotional programs offered. Such reductions were offset by a minor increase of
approximately $0.3 million at Nalley.

Various other administrative expenses accounted for a $0.5 million increase.

Income from Great Lakes Kraut  Company:  Other income is primarily  comprised of
earnings  received from the investment  made in Great Lakes Kraut  Company.  See
NOTE 3 - "Other Matters - Formation of New Sauerkraut Company."

Interest  Expense:  Interest  expense for the third quarter ended March 28, 1998
decreased $0.9 million or 10.7 percent from the prior year. This  improvement is
primarily the result of the focus on debt reduction  which  occurred  throughout
fiscal 1997.  Activities  in fiscal 1997 that reduced debt  included the sale of
Finger Lakes Packaging,  the sale of the canned vegetable business, and the sale
of the Georgia distribution center. Reductions in outstanding debt accounted for
a decrease of $0.6 million  while  changes in rates  accounted for a decrease of
$0.3 million.

Provision for Taxes: The provision for taxes in the quarter ended March 28, 1998
of $0.8 million  increased  $0.3 million from $0.5 million in the quarter  ended
March 29,  1997.  This  increase  reflects the  improvement  in earnings of $0.9
million.  The Company's effective tax rate is impacted by the  non-deductibility
of goodwill.

   CHANGES FROM FIRST NINE MONTHS FISCAL 1998 TO FIRST NINE MONTHS FISCAL 1997

Net Sales: Net sales from ongoing operations for the first nine months increased
$18.3 million or 3.4 percent as compared to the prior year.



<PAGE>


                                                                 10
The most significant increase was noted within the CBF aseptic product line. Net
sales for the aseptic products increased $22.1 million.  The increase in aseptic
sales results from new business. The fruit category at CBF also showed increases
of $2.6 million resulting from improvements in pricing and product mix.

Offsetting  the above  increases  at CBF was a decrease of  approximately  $10.9
million in  sauerkraut  sales,  which are now accounted for by the newly created
joint venture and are thus excluded from the Company's net sales in fiscal 1998.
See NOTE 3  "Acquisitions,  Disposal,  and  Joint  Venture  -  Formation  of New
Sauerkraut  Company."  The shift of  sauerkraut  sales was  partially  offset by
increases  totaling $5.2 million elsewhere in the vegetable category as a result
of changes in prices,  volume,  and  product  mix.  The  combined  effect of the
sauerkraut  and other  changes was a decrease of $5.7  million in the  vegetable
category at CBF for the first nine months of fiscal 1998.

Nalley experienced  increases in net sales of $2.5 million.  The pickle category
accounted for increases of $3.1 million. This improvement results from increased
sales  volume in the  foodservice  channel.  Increases of $0.5 million were also
identified  within the canned  product line. Net decreases were noted within the
remaining  categories  including  dressings  ($0.9 million  decrease) and peanut
butter ($0.2 million decrease).

Increases  within  the  Snack  Food  Group  of $0.5  million  resulted  from new
business.

Total net sales  decreased in the first nine months by $19.1  million.  This net
decrease  reflects both the reduction of businesses  sold ($37.4 million) offset
by the increase in ongoing operations ($18.3 million) described above.

Gross Profit: Gross profit of $153.1 million for the nine months ended March 28,
1998  increased  $4.6  million or 3.1 percent  from $148.5  million for the nine
months ended March 29, 1997.  Excluding the businesses  sold in fiscal 1997, the
increase in gross profit is  approximately  $9.6 million.  This increase results
from  improvements  in pricing  and  volume,  changes in product  mix,  and cost
efficiencies.  The Company's gross margin percentage  improved from 26.5 percent
in the prior year to 28.2 percent in the current year.

Selling,  Administrative,  and General Expenses:  Selling,  administrative,  and
general expenses have decreased $2.0 million as compared with the prior year.

This reduction was primarily  comprised of a decrease in selling and advertising
of $2.3 million and a decrease in trade  promotions of $1.0  million.  Decreases
within these categories were identified at CBF (approximately  $4.2 million) and
at the Snack Food Group (approximately $0.5 million), while increases were noted
at  Nalley  (approximately  $1.4  million.)  The  sale of the  canned  vegetable
business in the spring of 1997  accounted  for $2.2 million of the  reduction at
CBF. The reduction  within the Snack Food Group is attributable to the timing of
promotional  programs offered. The increase at Nalley is attributable to current
competitive pressures.

Various other administrative expenses accounted for a $1.3 million increase.

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. A gain of approximately $3.6 million was recognized. The
Company received  proceeds of approximately  $30.0 million which were applied to
Bank debt. The transaction also included a long-term supply agreement.

Income from Great Lakes Kraut  Company:  Other income is primarily  comprised of
earnings  received from the investment  made in Great Lakes Kraut  Company.  See
NOTE 3 - "Other Matters - Formation of New Sauerkraut Company."

Interest  Expense:  Interest  expense for the nine  months  ended March 28, 1998
decreased  $4.1 million or 14.9 percent  from the prior year.  This  significant
improvement  is  primarily  the  result  of the  focus on debt  reduction  which
occurred  throughout  fiscal 1997.  Activities  in fiscal 1997 that reduced debt
included the sale of Finger Lakes  Packaging,  the sale of the canned  vegetable
business,  and the  sale  of the  Georgia  distribution  center.  Reductions  in
outstanding debt accounted for a decrease of $3.5 million while changes in rates
accounted for a decrease of $0.6 million.


<PAGE>


                                                                 11

Provision for Taxes: The provision for taxes for the nine months ended March 28,
1998 of $5.2 million  increased  $1.8 million from the prior year resulting from
an increase in earnings before tax of $4.3 million.  The Company's effective tax
rate is 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.  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.  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  1998
compared to the first nine months of fiscal 1997.

Net cash used in operating activities increased  approximately $40.4 million due
primarily to several factors. Additional cash proceeds have been used during the
first nine  months of fiscal  1998  versus  the prior year to finance  inventory
levels.  Management intends to reduce inventory during the fourth quarter. Also,
additional  cash  proceeds  were  utilized  in the  current  year to satisfy the
Company's  income  tax  obligations.  In the  prior  year,  net  operating  loss
carryforwards were available for use. In addition, proceeds were utilized in the
first nine months of fiscal 1998 in conjunction with obtaining new business.  In
October of 1997, the Company became the sole supplier of frozen vegetables for a
national club store.  The executed  contract  extends for a two-year  period and
required an $11.0 million prepayment for volume discounts. Due to the time frame
required to implement  full  distribution,  this contract is not  anticipated to
significantly impact fiscal 1998 earnings.  However, management anticipates this
arrangement will have a favorable impact on fiscal 1999 earnings.

Net cash provided by investing  activities decreased in the first nine months of
fiscal  1998 due to the  disposal  of Finger  Lakes  Packaging  and  other  idle
facilities  in fiscal 1997.  The purchase of property,  plant,  and equipment in
both years was for general operating purposes.

Net cash provided by financing  activities  increased from the prior year due to
the  receipt  of  proceeds  from Great  Lakes  Kraut and  additional  borrowings
incurred in the first nine months of fiscal 1998 for operating needs.

Borrowings:  Under the Company's New Credit Agreement with the Bank, as amended,
Agrilink is able to borrow up to $82.0  million  for  seasonal  working  capital
purposes under the Seasonal  Facility,  subject to a borrowing base  limitation,
and obtain up to $18.0  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.

As of March  28,  1998,  (i) cash  borrowings  outstanding  under  the  Seasonal
Facility were $57.8 million and (ii) additional  availability under the Seasonal
Facility,  after taking into account the amount of borrowing was $24.2  million.
In addition to its seasonal  financing,  as of March 28,  1998,  the Company had
$25.6 million  available for long-term  borrowings under the Term Loan Facility.
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 Agrilink meet certain
financial  tests and ratios and  comply  with  certain  other  restrictions  and
limitations.  As of March 28, 1998,  the Company is in compliance  with all such
covenants, restrictions, and limitations.

Short- and  Long-Term  Trends:  The  vegetable  portion 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.


<PAGE>


                                                                 12

The crop and yield  resulting  from the 1997  growing  season has resulted in an
increased supply throughout the industry. Accordingly,  pricing and sales volume
have been  negatively  impacted in the third quarter.  Management  believes this
trend will continue during the fourth quarter.

                                  OTHER MATTERS

The Company is  currently  working to resolve the  potential  impact of the year
2000  on  the  processing  of   date-sensitive   information  by  the  Company's
computerized  information systems.  Based on preliminary  information,  costs of
addressing  potential  problems  are not  currently  expected to have a material
adverse impact on the Company's  financial position,  results of operations,  or
cash flows in future periods. However, if the Company, its customers, or vendors
are unable to resolve such processing issues on a timely manner, it could result
in a material  financial  risk.  Accordingly,  the  Company  plans to devote the
necessary  resources  to resolve  all  significant  year 2000 issues in a timely
manner.

               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  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 6 to 12 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 and the
     availability of acquisition and alliance opportunities; and

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

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>


                                                                 13







                                   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:  April 29, 1998                    By:/s/      Earl L. Powers
       --------------                       -------------------------------
                                                     Earl L. Powers
                                                Vice President Finance and
                                                  Chief Financial Officer
                                                (Principal Financial Officer
                                              and Principal Accounting Officer)