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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   ----------

                             Form 10-Q/A Equivalent
                                (Amendment No. 2)

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

                For the quarterly period ended December 24, 2005

                                       OR

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

                 For the transition period from _____ to _____

                           Commission File Number N/A

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

                   Delaware                         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: (585) 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 12 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 [ ] NO [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

Large accelerated filer [ ]   Accelerated filer [ ]    Non-accelerated filer [X]

Indicate by checkmark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

                                 YES [ ] NO [X]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date. As of February 3, 2006.

                              Common Stock: 11,000

  o  This Form 10-Q Equivalent is only being filed pursuant to a requirement
     contained in the indenture governing Birds Eye Foods, Inc.'s 11 7/8
                   Percent Senior Subordinated Notes Due 2008.

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                                EXPLANATORY NOTE

On March 20, 2006, Birds Eye Foods, Inc. filed a Form 10-Q/A Equivalent
(Amendment No. 1)(the "Second Quarter Fiscal 2006 Form 10-Q/A-1 Equivalent"), to
amend its Quarterly Report on Form 10-Q Equivalent for its second fiscal quarter
ended December 24, 2005, which was filed on February 3, 2006 (as amended by the
Second Quarter Fiscal 2006 Form 10-Q/A-1 Equivalent, the "Second Quarter Fiscal
2006 Form 10-Q Equivalent"). This Form 10-Q/A Equivalent (Amendment No. 2) is
being filed to amend the Second Quarter Fiscal 2006 Form 10-Q/A-1 Equivalent to
include Exhibit 31 - Certifications Required by Rule 13a-14(a) or Rule 15d-14(a)
of the Securities Exchange Act of 1934, as amended. No other amendments or
changes have been made to the Second Quarter Fiscal 2006 Form 10-Q Equivalent or
to the Second Quarter Fiscal 2006 Form 10-Q/A -1 Equivalent.

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ITEM 6. EXHIBITS.

   Exhibits

      Exhibit Number                         Description
      --------------   ------------------------------------------------------

           10.1        Summary of Compensation Arrangements for Named
                       Executive Officers and Directors of Birds Eye Foods,
                       Inc. (filed as Exhibit 10.1 to the Company's Quarterly
                       Report on Form 10-Q Equivalent for the second quarter
                       ended December 24, 2005 and incorporated herein by
                       reference).

           10.2        Fourth Amendment to the Birds Eye Foods Excess
                       Benefit Retirement Plan (filed as Exhibit 10.2 to
                       the Company's Quarterly Report on Form 10-Q
                       Equivalent for the second quarter ended December
                       24, 2005 and incorporated herein by reference).

           10.3        Amendment No. 3 to Amended and Restated Limited
                       Liability Company Agreement of Agrilink Holdings
                       LLC (filed as Exhibit 10.3 to the Company's
                       Quarterly Report on Form 10-Q Equivalent for the
                       second quarter ended December 24, 2005 and
                       incorporated herein by reference).

           10.4        Amendment No. 4 to Amended and Restated Limited
                       Liability Company Agreement of Birds Eye Holdings LLC
                       (filed as Exhibit 10.4 to the Company's Quarterly
                       Report on Form 10-Q Equivalent for the second quarter
                       ended December 24, 2005 and incorporated herein by
                       reference).

           31.1        Certification required by Rule 13a - 14(a) or Rule
                       15d-14(a) of the Securities Exchange Act of 1934 of the
                       Principal Executive Officer (filed herewith).

           31.2        Certification required by Rule 13a - 14(a) or Rule
                       15d-14(a) of the Securities Exchange Act of 1934 of the
                       Principal Financial Officer (filed herewith).

           32.1        Certification Pursuant to 18 U.S.C. Section 1350, as
                       adopted pursuant to Section 906 of the Sarbanes-Oxley
                       Act of 2002 of the Principal Executive Officer (filed
                       herewith).

           32.2        Certification Pursuant to 18 U.S.C. Section 1350, as
                       adopted pursuant to Section 906 of the Sarbanes-Oxley
                       Act of 2002 of the Principal Financial Officer (filed
                       herewith).

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                             SIGNATURES

The Company has duly caused this 10-Q/A Equivalent (Amendment No. 2) to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                         BIRDS EYE FOODS, INC.

Date: March 29, 2006            By: /s/   Earl L. Powers
                                    ------------------------------------
                                             EARL L. POWERS
                                      EXECUTIVE VICE PRESIDENT and
                                       CHIEF FINANCIAL OFFICER and
                                                SECRETARY
                                    (On Behalf of the Registrant and as
                                      Principal Financial Officer)

Date: March 29, 2006            By: /s/   Linda K. Nelson
                                    ------------------------------------
                                            LINDA K. NELSON
                                     VICE PRESIDENT and CONTROLLER
                                    (On Behalf of the Registrant and as
                                       Principal Accounting Officer)

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