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 March 30, 2002

                                       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 333-70143


                              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 (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 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 May 4, 2002.

                              Common Stock: 10,000



<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM I.  FINANCIAL STATEMENTS

<TABLE>
Agrilink Foods, Inc.
Consolidated Statements of Operations, Accumulated Earnings, and Comprehensive Income
(Dollars in Thousands)
<CAPTION>
(Unaudited)

                                                                         Three Months Ended                 Nine Months Ended
                                                                   ----------------------------      ------------------------------
                                                                     March 30,        March 24,        March 30,         March 24,
                                                                       2002             2001             2002              2001
                                                                   -----------       ----------      -----------       ------------
<S>                                                                <C>               <C>             <C>               <C>
Net sales                                                          $  244,886        $  269,435      $  788,667        $  860,156
Cost of sales                                                        (190,937)         (215,827)       (618,185)         (695,097)
                                                                   ----------        ----------      ----------        ----------
Gross profit                                                           53,949            53,608         170,482           165,059
Selling, administrative, and general expense                          (31,029)          (33,736)        (94,795)          (94,291)
Restructuring                                                               0                 0          (2,622)                0
Gain from pension curtailment                                               0                 0           2,472                 0
Income from joint venture                                                 627               316           1,825             1,540
                                                                   ----------        ----------      ----------        ----------
Operating income before dividing with Pro-Fac                          23,547            20,188          77,362            72,308
Interest expense                                                      (15,951)          (20,008)        (51,643)          (59,496)
                                                                   ----------        ----------      ----------        ----------
Pretax income before dividing with Pro-Fac                              7,596               180          25,719            12,812
Pro-Fac share of income                                                (3,798)              (92)        (12,860)           (6,408)
                                                                   ----------        ----------      ----------        ----------
Income before taxes                                                     3,798                88          12,859             6,404
Tax provision                                                          (1,480)              (39)         (5,465)           (2,730)
                                                                   ----------        ----------      ----------        ----------
Net income                                                              2,318                49           7,394             3,674
Accumulated earnings at beginning of period                             9,147             7,625           4,071             4,000
                                                                   ----------        ----------      ----------        ----------
Accumulated earnings at end of period                              $   11,465        $    7,674      $   11,465        $    7,674
                                                                   ==========        ==========      ==========        ==========

Net income                                                         $    2,318        $       49      $    7,394        $    3,674
Other comprehensive income:
     Unrealized loss on hedging activity                                  (16)           (1,068)           (390)             (178)
                                                                   ----------        ----------      ----------        ----------
Comprehensive income/(loss)                                        $    2,302        $   (1,019)     $    7,004        $    3,496
                                                                   ==========        ==========      ==========        ==========
Accumulated other comprehensive (loss)/income
   at beginning of period                                          $     (329)       $      365      $       45        $     (525)
Unrealized loss on hedging activity, net of taxes                         (16)           (1,068)           (390)             (178)
                                                                   ----------        ----------      ----------        ----------
Accumulated other comprehensive loss at end of period              $     (345)       $     (703)     $     (345)       $     (703)
                                                                   ==========        ==========      ==========        ==========
<FN>
The accompanying notes are an integral part of the consolidated financial
statements.
</FN>
</TABLE>


<PAGE>
<TABLE>
Agrilink Foods, Inc.
Consolidated Balance Sheets
<CAPTION>
(Dollars in Thousands)
                                                                                        March 30,         June 30,       March 24,
                                                                                          2002              2001           2001
                                                                                      -----------         ---------     -----------
                                                                                      (Unaudited)                       (Unaudited)

                                                                 ASSETS
<S>                                                                                   <C>               <C>             <C>
Current assets:
   Cash and cash equivalents                                                          $    7,638        $    7,656      $    6,571
   Accounts receivable trade, net                                                         80,877            85,543         104,018
   Accounts receivable, co-pack activity and other                                         9,008             7,949          10,616
   Income taxes refundable                                                                     0               272               0
   Current deferred tax asset                                                              2,202             2,202          11,552
   Inventories                                                                           337,252           313,856         347,508
   Current investment in CoBank                                                            4,452             3,998           5,233
   Prepaid manufacturing expense                                                          10,894            22,427          13,431
   Prepaid expenses and other current assets                                              17,968            19,603          16,450
   Due from Pro-Fac Cooperative, Inc.                                                          0               245               0
                                                                                      ----------        ----------     -----------
       Total current assets                                                              470,291           463,751         515,379
Investment in CoBank                                                                       6,208            10,660          10,757
Investment in joint venture                                                                9,085             8,018           8,410
Property, plant and equipment, net                                                       295,792           305,531         308,259
Assets held for sale at net realizable value                                                 120               120             403
Goodwill                                                                                 236,311           236,311         238,458
Intangible assets, net                                                                    11,592            12,466          12,770
Other assets                                                                              23,074            24,014          25,085
Note receivable due from Pro-Fac Cooperative, Inc.                                         9,400             9,400           9,400
                                                                                      ----------        ----------      ----------
       Total assets                                                                   $1,061,873        $1,070,271      $1,128,921
                                                                                      ==========        ==========      ==========

                                                     LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
   Notes payable                                                                      $   75,400        $        0      $   78,000
   Current portion of obligations under capital leases                                       752               316             218
   Current portion of long-term debt                                                      14,934            15,599          15,596
   Accounts payable                                                                       30,626           117,851          80,894
   Income taxes payable                                                                    3,876                 0             842
   Accrued interest                                                                       10,722             9,253          12,873
   Accrued employee compensation                                                           8,526            10,081           8,545
   Other accrued expenses                                                                 45,050            49,347          50,731
   Due to Pro-Fac Cooperative, Inc.                                                        1,502                 0           1,083
                                                                                      ----------        ----------     -----------
       Total current liabilities                                                         191,388           202,447         248,782
Obligations under capital leases                                                           2,895               571             520
Long-term debt                                                                           624,890           631,128         635,356
Deferred income tax liabilities                                                           26,376            26,376          32,262
Other non-current liabilities                                                             28,988            29,417          29,327
                                                                                      ----------        ----------     -----------
       Total liabilities                                                                 874,537           889,939         946,247
                                                                                      ----------        ----------     -----------
Commitments and contingencies
Shareholder's Equity:
   Common stock, par value $.01;
     10,000 shares authorized, issued and outstanding, owned by Pro-Fac Cooperative, Inc.      0                 0               0
   Additional paid-in capital                                                            176,216           176,216         175,703
   Accumulated earnings                                                                   11,465             4,071           7,674
   Accumulated other comprehensive income/(loss):
     Unrealized gain/(loss) on hedging activity                                              228               618            (178)
     Minimum pension liability adjustment                                                   (573)             (573)           (525)
                                                                                      ----------        ----------     -----------
         Total shareholder's equity                                                      187,336           180,332         182,674
                                                                                      ----------        ----------     -----------
       Total liabilities and shareholder's equity                                     $1,061,873        $1,070,271      $1,128,921
                                                                                      ==========        ==========      ==========


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


<PAGE>


<TABLE>
Agrilink Foods, Inc.
Consolidated Statements of Cash Flows
(Dollars in Thousands)
<CAPTION>
(Unaudited)
                                                                                                           Nine Months Ended
                                                                                                   --------------------------------
                                                                                                     March 30,            March 24,
                                                                                                       2002                 2001
                                                                                                   -----------         ------------

<S>                                                                                                <C>                  <C>
Cash Flows From Operating Activities:
   Net income                                                                                      $    7,394           $    3,674
   Adjustments to reconcile net income to net cash used in operating activities -
     Depreciation                                                                                      22,887               22,941
     Amortization of goodwill and certain intangible assets                                               862                7,414
     Amortization of debt issue costs, amendment costs,
       and discount on subordinated promissory note                                                     4,225                3,860
     Interest in-kind on subordinated promissory note                                                     873                1,231
     Equity in undistributed earnings of joint venture                                                 (1,067)              (1,540)
     Equity in undistributed earnings of CoBank                                                             0                  (96)
     Change in assets and liabilities:
       Accounts receivable                                                                              3,607               (9,280)
       Inventories and prepaid manufacturing expense                                                  (11,863)             (45,346)
       Income taxes refundable/(payable)                                                                4,148                8,173
       Accounts payable and other accrued expenses                                                    (91,608)             (25,970)
       Due to Pro-Fac Cooperative, Inc.                                                                 1,747               (8,058)
       Other assets and liabilities, net                                                                  741               (1,414)
                                                                                                   ----------           ----------
Net cash used in operating activities                                                                 (58,054)             (44,411)
                                                                                                   ----------           ----------

Cash Flows From Investing Activities:
   Purchase of property, plant and equipment                                                          (10,537)             (19,937)
   Proceeds from disposals                                                                                 52                5,065
   Proceeds from investment in CoBank                                                                   3,998                2,926
                                                                                                   ----------           ----------
Net cash used in investing activities                                                                  (6,487)             (11,946)
                                                                                                   ----------           ----------

Cash Flows From Financing Activities:
   Net proceeds from issuance of short-term debt                                                       75,400               72,300
   Payments on long-term debt                                                                          (9,072)             (12,659)
   Payments on capital lease                                                                             (111)                   0
   Cash paid in conjunction with debt amendment                                                        (1,694)              (1,707)
                                                                                                   ----------           ----------
Net cash provided by financing activities                                                              64,523               57,934
                                                                                                   ----------           ----------
Net change in cash and cash equivalents                                                                   (18)               1,577
Cash and cash equivalents at beginning of period                                                        7,656                4,994
                                                                                                   ----------           ----------
Cash and cash equivalents at end of period                                                         $    7,638           $    6,571
                                                                                                   ==========           ==========

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



                              AGRILINK FOODS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The  Company:   Agrilink  Foods,  Inc.  (the  "Company"  or  "Agrilink  Foods"),
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"). Pro-Fac conducts business under the name Agrilink.

Basis  of  Presentation:   The  accompanying  unaudited  consolidated  financial
statements have been prepared in accordance with accounting principles generally
accepted  in the  United  States  of  America  ("GAAP")  for  interim  financial
information and with the  instructions to Form 10-Q and Article 10 of Regulation
S-X.  Accordingly,  they do not include all of the information  required by GAAP
for complete financial statement presentation. In the opinion of management, all
adjustments  (consisting only of normal recurring  adjustments)  necessary for a
fair  presentation  of the results of operations  have been included.  Operating
results for the quarter and nine months ended March 30, 2002 are not necessarily
the results to be expected  for other  interim  periods or the full year.  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 30, 2001.

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  2001 have  been  reclassified  to
conform with the current period presentation.

New Accounting Pronouncements:  In June 2001, the Financial Accounting Standards
Board ("FASB") issued Statement of Financial  Accounting  Standard  ("SFAS") No.
142, "Goodwill and Other Intangible Assets." This statement is further disclosed
in NOTE 2 to the "Notes to Consolidated Financial Statements."

In November 2001, the Financial  Accounting  Standards  Board's  Emerging Issues
Task Force ("EITF") issued EITF Issue No. 01-09,  "Accounting for  Consideration
Given by a Vendor to a Customer or a Reseller of the Vendor's  Products."  Under
this  pronouncement,  generally,  cash  consideration  is to be  classified as a
reduction  of revenue,  unless  specific  criteria  are met  regarding  goods or
services that the vendor may receive in return for this consideration.

EITF 01-09 also  codifies and  reconciles  related  guidance  issued by the EITF
regarding EITF Issue No. 00-25, "Accounting for Consideration from a Vendor to a
Retailer in Connection with the Purchase or Promotion of the Vendor's Products,"
which addressed the accounting treatment and income statement classification for
certain  sales  incentives,   including  cooperative  advertising  arrangements,
buydowns and slotting fees. Accordingly, during the third quarter and first nine
months of fiscal 2002,  promotions and slotting fees,  previously  classified as
selling,  general,  and  administrative  expense,  have been  reclassified  as a
reduction of gross sales and all prior  periods have also been  reclassified  to
reflect this modification. Total promotions and slotting fees were $33.5 million
and $36.0  million in the third  quarter of fiscal 2002 and 2001,  respectively,
and $103.4  million  and $116.6  million in the first nine months of fiscal 2002
and 2001, respectively.  The adoption of EITF 00-25 did not impact the Company's
profitability.

EITF 01-09 also  codifies and  reconciles  related  guidance  issued by the EITF
regarding EITF Issue No. 00-14, "Accounting for Certain Sales Incentives," which
addressed the recognition,  measurement, and income statement classification for
sales incentives that a company offers to its customers. Accordingly, during the
third quarter and first nine months of fiscal 2002,  coupon expense,  previously
classified as selling, general and administrative expense, has been reclassified
as a reduction of gross sales and all prior periods have also been  reclassified
to reflect this  modification.  Coupon expense was $1.9 million and $2.8 million
in the third  quarter of fiscal 2002 and 2001,  respectively,  and $6.7 and $7.5
million  in the first nine  months of fiscal  2002 and 2001,  respectively.  The
adoption of EITF Issue 00-14 did not impact the Company's profitability.

NOTE 2. ACCOUNTING FOR GOODWILL AND INTANGIBLE ASSETS

In June 2001,  the FASB  issued  SFAS No. 142,  "Goodwill  and Other  Intangible
Assets." SFAS No. 142 addresses financial  accounting and reporting for acquired
goodwill  and  other  intangible  assets,  and is  effective  for  fiscal  years
beginning after December
<PAGE>
15, 2001, with early adoption permitted for entities with fiscal years beginning
after March 15, 2001.  Effective  July 1, 2001,  Agrilink Foods adopted SFAS No.
142,  which  requires that  goodwill not be amortized,  but instead be tested at
least  annually for impairment  and expensed  against  earnings when the implied
fair value of a reporting unit,  including  goodwill,  is less than its carrying
amount. The Company completed the required impairment evaluation of goodwill and
other  intangible  assets in conjunction with its adoption of SFAS No. 142 which
indicated no impairment existed.

As outlined in SFAS No. 142, certain intangibles with a finite life, however,
are required to continue to be amortized. The following schedule sets forth the
major classes of intangible assets held by the Company:

(Dollars in Thousands)

                                         March 30,   June 30,      March 24,
                                           2002        2001          2001
                                        ----------  ---------      ---------
Amortized intangibles:
   Covenants not to compete             $  2,478    $  2,478       $ 2,478
   Other                                  12,000      12,000        12,000
     Less:  accumulated amortization      (2,886)     (2,012)       (1,708)
                                         -------     -------       -------
   Intangible assets, net                $11,592     $12,466       $12,770
                                         =======     =======       =======

The aggregate amortization expense associated with intangible assets was
approximately $0.3 million for the quarter ended March 30, 2002 and $0.9 million
for the nine months ended March 30, 2002. The aggregate amortization expense for
each of the five succeeding fiscal years is estimated as follows:

(Dollars in Thousands)

2003               $1,103
2004                  915
2005                  891
2006                  891
2007                  760

A reconciliation of reported net income adjusted to reflect the adoption of SFAS
No. 142 for the third quarter and nine months ended March 24, 2001 is provided
below:
<TABLE>
                                                         Three Months Ended                          Nine Months Ended
                                                    ------------------------------             -------------------------------
                                                    March 30,            March 24,             March 30,             March 24,
                                                      2002                 2001                  2002                  2001
                                                    ---------            ---------             ---------             ---------
(Dollars in Thousands)
<CAPTION>

<S>                                                  <C>                 <C>                    <C>                  <C>
Reported net income                                  $  2,318            $      49              $   7,394            $   3,674
Addback:  goodwill amortization (net of taxes)              0                1,215                      0                3,651
                                                     --------            ---------              ---------            ---------
Adjusted net income                                  $  2,318            $   1,264              $   7,394            $   7,325
                                                     ========            =========              =========            =========
</TABLE>

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
Foods,  it may be more or less than the price  Agrilink  Foods  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
individuals   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  Foods 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

<PAGE>


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  (before  dividing  with
Pro-Fac).  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 of the
Company (before dividing with Pro-Fac).  Additional  patronage income is paid to
Pro-Fac for services  provided to Agrilink  Foods,  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
Foods.

Amounts  received by Pro-Fac from Agrilink Foods for the nine months ended March
30, 2002 and March 24, 2001 include:  commercial market value of crops delivered
$70.1 million and $67.1  million,  respectively;  and  additional  proceeds from
profit sharing provisions, $12.9 million and $6.4 million, respectively.

NOTE 4. INVENTORIES

The major classes of inventories are as follows:

(Dollars in Thousands)
                              March 30,         June 30,           March 24,
                                2002              2001               2001
                            -----------       ----------          ----------
Finished goods              $ 308,169         $  279,991          $ 319,431
Raw materials and supplies     29,083             33,865             28,077
                            ---------         ----------          ---------
   Total inventories        $ 337,252         $  313,856          $ 347,508
                            =========         ==========         ==========

NOTE 5. DEBT

Summary of Long-Term Debt:

(Dollars in Thousands)
                                  March 30,         June 30,          March 24,
                                    2002              2001              2001
                                 -----------       ----------        ----------

Term Loan Facility               $  403,500       $  411,600        $ 417,000
Senior Subordinated Notes           200,015          200,015          200,015
Subordinated Promissory Note         31,829           29,660           28,460
Other                                 4,480            5,452            5,477
                                 ----------       ----------        ---------
Total Debt                          639,824          646,727          650,952
Less Current Portion                (14,934)         (15,599)         (15,596)
                                 ----------       ----------        ---------
Total Long-Term Debt             $  624,890       $  631,128        $ 635,356
                                 ==========       ==========        =========

Amendments  to Term Loan  Facility:  The term loan facility  contains  customary
covenants  and  restrictions  on the  Company's  ability  to engage  in  certain
activities,  including, but not limited to: (i) limitations on the incurrence of
indebtedness  and  liens,  (ii)  limitations  on  sale-leaseback   transactions,
consolidations,  mergers,  sale of  assets,  transactions  with  affiliates  and
investments  and (iii)  limitations  on dividends and other  distributions.  The
credit  facility  also contains  covenants  requiring the Company and Pro-Fac to
maintain a minimum level of consolidated EBITDA, a minimum consolidated interest
coverage  ratio, a minimum  consolidated  fixed charge coverage ratio, a maximum
consolidated leverage ratio, and a minimum level of consolidated net worth.

In August 2001,  Agrilink  Foods  negotiated an amendment to the  covenants.  In
conjunction  with this amendment,  Agrilink Foods incurred fees of approximately
$1.7 million.  This fee is being amortized over the remaining life of the credit
facility.  The  August  2001  amendment  imposes  contingent  fees and  possible
increases in interest rates under the credit facility if Agrilink Foods does not
raise equity and  deleverage its balance sheet or satisfy  specified  EBITDA and
leverage ratio  requirements  within certain time frames.  To this end, Agrilink
Foods engaged a financial advisor to assist it in exploring various alternatives
responsive to the amendment,  including,  among other  possibilities,  a private
placement  of a  minimum  of $100  million  of  securities.  The  amount  of any
contingent
<PAGE>
fees that may be imposed  under the  amendment  is also  impacted  by the EBITDA
which the Company achieves for its fiscal year ending in June 2002.

In March  2002,  the Company  entered  into an  exclusive  letter of intent with
Vestar Capital Partners related to a capital investment of $175 million,  before
fees and other expenses.  It is contemplated that the investment would be in the
form of preferred and common equity interests. The closing of the transaction is
subject to the negotiation and execution of definitive agreements, together with
other customary conditions of closing.

Pro-Fac and the Company are in compliance with all covenants,  restrictions, and
requirements under the terms of the Credit Facility as amended.

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,  and  various  other  products.  Branded  products  within the  vegetable
category  include  Birds  Eye,  Birds Eye  Voila!,  Birds Eye  Simply  Grillin',
Veg-All,  Freshlike,  McKenzies,  and Brooks Chili Beans. 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, Super Pop
and Flavor  Destinations.  The canned meal  product  line  includes  canned meat
products such as chilies,  stew, 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.

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

<TABLE>
(Dollars in Millions)
<CAPTION>

                                                              Three Months Ended                Nine Months Ended
                                                         ---------------------------      -----------------------------
                                                         March 30,        March 24,        March 30,         March 24,
                                                           2002             2001             2002              2001
                                                         ---------        ---------        ---------        ------------
Net Sales:
<S>                                                      <C>              <C>              <C>              <C>
   Vegetables                                            $  180.8         $   203.7        $  568.0         $   630.4
   Fruits                                                    21.2              21.8            90.8              92.2
   Snacks                                                    20.9              20.7            65.1              65.4
   Canned Meals                                              12.7              13.2            37.0              41.1
   Other                                                      9.3              10.1            27.8              31.1
                                                         --------         ---------        --------         ---------
       Total                                             $  244.9         $   269.5        $  788.7         $   860.2
                                                         ========         =========        ========         =========
Operating income: 1
   Vegetables2                                           $   16.9         $    16.8        $   48.6         $    48.0
   Fruits                                                     2.5               1.2            15.4              12.6
   Snacks                                                     1.1               0.6             4.3               4.2
   Canned Meals                                               1.8               1.2             6.2               5.9
   Other                                                      1.2               0.4             3.0               1.6
                                                         --------         ---------        --------         ---------
       Total                                                 23.5              20.2            77.5              72.3
Restructuring                                                 0.0               0.0            (2.7)              0.0
Gain from pension curtailment                                 0.0               0.0             2.5               0.0
                                                         --------         ---------        --------         ---------
Operating income before dividing with Pro-Fac                23.5              20.2            77.3              72.3
Interest expense                                            (15.9)            (20.0)          (51.6)            (59.5)
                                                         --------         ---------        --------         ---------
Pretax income before dividing with Pro-Fac               $    7.6         $     0.2        $   25.7         $    12.8
                                                         ========         =========        ========         =========

<FN>
1    In  accordance  with  SFAS  No.  142,  goodwill  is  no  longer  amortized.
     Amortization  associated with the change resulting from the  implementation
     of SFAS No. 142 in the vegetable, fruit, snacks, canned meals, and
</FN>
</TABLE>
<PAGE>


     other product lines for the quarter ending March 30, 2002 was $1.7 million,
     $0.1 million, $0.1 million,  $0.1 million, and $0.2 million,  respectively,
     and $5.1 million,  $0.1  million,  $0.3  million,  $0.5  million,  and $0.5
     million, respectively for the nine months ending March 30, 2002.

2    The Company's  investment in Great Lakes Kraut Company contributed earnings
     in the  vegetable  product  line of $0.6  million and $0.3  million for the
     three  months ended March 30, 2002 and March 24,  2001,  respectively,  and
     $1.8  million and $1.5 million for the nine months ended March 30, 2002 and
     March 24, 2001, respectively.

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  (the  "Notes")  and the  Credit
Facility. The covenants in the Notes and the 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. Presented below is condensed  consolidating  financial information for (i)
Agrilink  Foods,  (ii)  the  Subsidiary  Guarantors,   and  (iii)  non-guarantor
subsidiaries  as of and for the quarter and nine months ended March 30, 2002 and
March 24, 2001.  The  condensed  consolidating  financial  information  has been
presented to show the nature of assets  held,  results of  operations,  and cash
flow  of the  Company  and  its  guarantor  and  non-guarantor  subsidiaries  in
accordance with Securities and Exchange  Commission  Financial Reporting Release
No. 55.
<PAGE>
<TABLE>

                                                                                   Balance Sheet
                                                                                   March 30, 2002
                                                    -------------------------------------------------------------------------------
                                                        Agrilink     Subsidiary   Non-Guarantor       Eliminating
                                                       Foods, Inc.   Guarantors    Subsidiaries         Entries        Consolidated
                                                    --------------   ----------   --------------      ------------     ------------
(Dollars in Thousands)
<CAPTION>
<S>                                                  <C>             <C>            <C>              <C>               <C>
Assets
   Cash and cash equivalents                         $     5,544     $      803     $    1,291       $         0       $     7,638
   Accounts receivable, net                               86,914          2,825            146                 0            89,885
   Inventories -
     Finished goods                                      307,767            236            166                 0           308,169
     Raw materials and supplies                           28,358            578            147                 0            29,083
                                                     -----------     ----------     ----------       -----------       -----------
       Total inventories                                 336,125            814            313                 0           337,252

   Other current assets                                   35,126             98            292                 0            35,516
                                                     -----------     ----------     ----------       -----------       -----------

       Total current assets                              463,709          4,540          2,042                 0           470,291

   Property, plant and equipment, net                    288,332          4,010          3,450                 0           295,792
   Investment in subsidiaries                            309,191              0              0          (309,191)                0
   Goodwill and other intangible assets, net              54,842        193,061              0                 0           247,903
   Other assets                                           47,634        110,908              0          (110,655)           47,887
                                                     -----------     ----------     ----------       -----------       -----------
       Total assets                                  $ 1,163,708     $  312,519     $    5,492       $  (419,846)      $ 1,061,873
                                                     ===========     ==========     ==========       ===========       ===========

Liabilities and Shareholder's Equity
   Notes payable                                     $    75,400     $        0     $        0       $         0       $    75,400
   Current portion of long-term debt                      14,934              0              0                 0            14,934
   Accounts payable                                       29,078          1,214            334                 0            30,626
   Accrued interest                                       10,722              0              0                 0            10,722
   Intercompany loans                                       (734)            87            647                 0                 0
   Other current liabilities                              53,168          5,541            997                 0            59,706
                                                     -----------     ----------     ----------       -----------       -----------
       Total current liabilities                         182,568          6,842          1,978                 0           191,388

   Long-term debt                                        624,890              0              0                 0           624,890
   Other non-current liabilities                         168,914              0              0          (110,655)           58,259
                                                     -----------     ----------     ----------       -----------       -----------
       Total liabilities                                 976,372          6,842          1,978          (110,655)          874,537

   Shareholder's equity                                  187,336        305,677          3,514          (309,191)          187,336
                                                     -----------     ----------     ----------       -----------       -----------
       Total liabilities and shareholder's equity    $ 1,163,708     $  312,519     $    5,492       $  (419,846)      $ 1,061,873
                                                     ===========     ==========     ==========       ===========       ===========
</TABLE>
<PAGE>
<TABLE>


                                                                               Statement of Operations
                                                                      For the Nine Months Ended March 30, 2002
                                                        -------------------------------------------------------------------------
                                                        Agrilink      Subsidiary    Non-Guarantor    Eliminating
                                                       Foods, Inc.    Guarantors    Subsidiaries       Entries       Consolidated
                                                       -----------    ----------    --------------   -----------     ------------
(Dollars in Thousands)
<CAPTION>

<S>                                                  <C>              <C>            <C>               <C>           <C>
Net sales                                            $   777,270      $   11,397     $   14,655        $ (14,655)    $   788,667
Cost of sales                                           (610,177)         (8,008)       (14,106)          14,106        (618,185)
                                                     -----------      ----------     ----------        ---------     -----------
Gross profit                                             167,093           3,389            549             (549)        170,482
Selling, administrative, and general expenses           (135,194)         (2,644)             0           43,043         (94,795)
Other (expense)/income                                      (150)         43,043            582          (43,625)           (150)
Income from joint venture                                  1,825               0              0                0           1,825
                                                     -----------      ----------     ----------        ---------     -----------
Operating income before dividing with Pro-Fac             33,574          43,788          1,131           (1,131)         77,362
Interest (expense)/income                                (59,592)          7,949              0                0         (51,643)
                                                     -----------      ----------     ----------        ---------     -----------
Pretax (loss)/income before dividing with Pro-Fac        (26,018)         51,737          1,131           (1,131)         25,719
Pro-Fac share of income                                  (12,860)              0              0                0         (12,860)
                                                     -----------      ----------     ----------        ---------     -----------
(Loss)/income before taxes                               (38,878)         51,737          1,131           (1,131)         12,859
Tax benefit/(provision)                                   13,338         (18,402)          (401)               0          (5,465)
                                                     -----------      ----------     ----------        ---------     -----------
Net (loss)/income                                    $   (25,540)     $   33,335     $      730        $  (1,131)    $     7,394
                                                     ===========      ==========     ==========        =========     ===========
</TABLE>
<TABLE>

                                                                               Statement of Operations
                                                                        For the Quarter Ended March 30, 2002
                                                       --------------------------------------------------------------------------
                                                        Agrilink      Subsidiary    Non-Guarantor      Eliminating
                                                       Foods, Inc.    Guarantors    Subsidiaries        Entries     Consolidated
                                                       -----------    ----------    -------------      -----------  -------------
(Dollars in Thousands)
<CAPTION>

<S>                                                  <C>              <C>            <C>               <C>            <C>
Net sales                                            $   241,509      $    3,377     $    6,834        $  (6,834)     $   244,886
Cost of sales                                           (188,407)         (2,530)        (6,475)           6,475         (190,937)
                                                     -----------      ----------     ----------        ---------      -----------
Gross profit                                              53,102             847            359             (359)          53,949
Selling, administrative, and general expenses            (41,247)           (863)             0           11,081          (31,029)
Other income/(expense)                                         0          11,081            368          (11,449)               0
Income from joint venture                                    627               0              0                0              627
                                                     -----------      ----------     ----------        ---------      -----------
Operating income before dividing with Pro-Fac             12,482          11,065            727             (727)          23,547
Interest (expense)/income                                (18,616)          2,665              0                0          (15,951)
                                                     -----------      ----------     ----------        ---------      -----------
Pretax (loss)/income before dividing with Pro-Fac         (6,134)         13,730            727             (727)           7,596
Pro-Fac share of income                                   (3,798)              0              0                0           (3,798)
                                                     -----------      ----------     ----------        ---------      -----------
(Loss)/income before taxes                                (9,932)         13,730            727             (727)           3,798
Tax benefit/(provision)                                    3,567          (4,899)          (148)               0           (1,480)
                                                     -----------      ----------     ----------        ---------      -----------
Net (loss)/income                                    $    (6,365)     $    8,831     $      579        $    (727)     $     2,318
                                                     ===========      ==========     ==========        =========      ===========
</TABLE>
<PAGE>
<TABLE>


                                                                                   Statement of Cash Flows
                                                                          For the Nine Months Ended March 30, 2002
                                                           ------------------------------------------------------------------------
                                                             Agrilink    Subsidiary    Non-Guarantor     Eliminating
                                                            Foods, Inc.  Guarantors    Subsidiaries        Entries     Consolidated
                                                           ------------  ----------    -------------     ------------  ------------
(Dollars in Thousands)
<CAPTION>

<S>                                                        <C>            <C>          <C>             <C>             <C>
Net (loss)/income                                          $   (25,540)   $  33,335    $      730      $   (1,131)     $     7,394
Adjustments to reconcile net (loss)/income to net
   cash (used in)/provided by operating activities -
     Depreciation                                               22,261          405           221               0           22,887
     Amortization of goodwill and certain intangible assets        299          563             0               0              862
     Amortization of debt issue costs, amendment costs,
       and discount on subordinated promissory note              4,225            0             0               0            4,225
     Interest-in-kind on subordinated promissory note              873            0             0               0              873
     Equity in undistributed earnings of joint venture          (1,067)           0             0               0           (1,067)
     Change in working capital                                 (61,183)     (33,521)          345           1,131          (93,228)
                                                           -----------   ----------    ----------      ----------      -----------
Net cash (used in)/provided by operating activities            (60,132)         782         1,296               0          (58,054)

Cash flows from investing activities:
   Purchase of property, plant, and equipment                  (10,521)           0           (16)              0          (10,537)
   Proceeds from disposals                                          52            0             0               0               52
   Proceeds from investment in CoBank                            3,998            0             0               0            3,998
                                                           -----------   ----------    ----------      ----------      -----------
Net cash used in investing activities                           (6,471)           0           (16)              0           (6,487)

Cash flows from financing activities:
   Net proceeds from issuance of short-term debt                75,400            0             0               0           75,400
   Payments on long-term debt                                   (9,072)           0             0               0           (9,072)
   Payments on capital leases                                     (111)           0             0               0             (111)
   Cash paid for debt amendments                                (1,694)           0             0               0           (1,694)
                                                           -----------   ----------    ----------      ----------      -----------
Net cash provided by financing activities                       64,523            0             0               0           64,523
Net change in cash and cash equivalents                         (2,080)         782         1,280               0              (18)
Cash and cash equivalents at beginning of period                 7,624           21            11               0            7,656
                                                           -----------   ----------    ----------      ----------      -----------
Cash and cash equivalents at end of period                 $     5,544    $     803    $    1,291      $        0      $     7,638
                                                           ===========   ==========    ==========      ==========      ===========
</TABLE>

<PAGE>
<TABLE>
                                                                                 Balance Sheet
                                                                                 March 24, 2001
                                                      ----------------------------------------------------------------------------
                                                        Agrilink      Subsidiary   Non-Guarantor      Eliminating
                                                       Foods, Inc.    Guarantors   Subsidiaries         Entries      Consolidated
                                                      ------------    ----------   -------------      ------------   -------------
(Dollars in Thousands)
<CAPTION>

<S>                                                  <C>              <C>            <C>              <C>             <C>
Assets
   Cash and cash equivalents                         $      4,939     $      192     $    1,440       $         0     $      6,571
   Accounts receivable, net                               112,252          2,329             53                 0          114,634
   Inventories -
     Finished goods                                       318,878            333            220                 0          319,431
     Raw materials and supplies                            27,512            439            126                 0           28,077
                                                     ------------     ----------     ----------       -----------     ------------
       Total inventories                                  346,390            772            346                 0          347,508

   Other current assets                                    46,278            162            226                 0           46,666
                                                     ------------     ----------     ----------       -----------     ------------

       Total current assets                               509,859          3,455          2,065                 0          515,379

   Property, plant and equipment, net                     300,366          4,198          3,695                 0          308,259
   Investment in subsidiaries                             319,582              0              0          (319,582)               0
   Goodwill and other intangible assets, net               48,460        202,768              0                 0          251,228
   Other assets                                            53,850        114,519              0          (114,314)          54,055
                                                     ------------     ----------     ----------       -----------     ------------

       Total assets                                  $  1,232,117     $  324,940     $    5,760       $  (433,896)    $  1,128,921
                                                     ============     ==========     ==========       ===========     ============

Liabilities and Shareholder's Equity
   Notes payable                                     $     78,000     $        0     $        0       $         0     $     78,000
   Current portion of long-term debt                       15,596              0              0                 0           15,596
   Accounts payable                                        79,439          1,169            286                 0           80,894
   Accrued interest                                        12,873              0              0                 0           12,873
   Intercompany loans                                      (2,466)         1,188          1,278                 0                0
   Other current liabilities                               54,222          6,321            876                 0           61,419
                                                     ------------     ----------     ----------       -----------     ------------
       Total current liabilities                          237,664          8,678          2,440                 0          248,782

   Long-term debt                                         635,356              0              0                 0          635,356
   Other non-current liabilities                          176,423              0              0          (114,314)          62,109
                                                     ------------     ----------     ----------       -----------     ------------

       Total liabilities                                1,049,443          8,678          2,440          (114,314)         946,247

   Shareholder's equity                                   182,674        316,262          3,320          (319,582)         182,674
                                                     ------------     ----------     ----------       -----------     ------------

       Total liabilities and shareholder's equity    $  1,232,117     $  324,940     $    5,760       $  (433,896)    $  1,128,921
                                                     ============     ==========     ==========       ===========     ============
</TABLE>
<PAGE>
<TABLE>

                                                                               Statement of Operations
                                                                      For the Nine Months Ended March 24, 2001
                                                     ----------------------------------------------------------------------------
                                                        Agrilink      Subsidiary    Non-Guarantor      Eliminating
                                                       Foods, Inc.    Guarantors    Subsidiaries         Entries     Consolidated
                                                     -------------    ----------    --------------     -----------   ------------
(Dollars in Thousands)

<S>                                                  <C>              <C>            <C>               <C>             <C>
Net sales                                            $   848,539      $   11,617     $   14,901        $ (14,901)      $   860,156
Cost of sales                                           (687,760)         (7,337)       (13,496)          13,496          (695,097)
                                                     -----------      ----------     ----------        ---------       -----------
Gross profit                                             160,779           4,280          1,405           (1,405)          165,059
Selling, administrative, and general expenses           (134,101)         (7,434)             0           47,244           (94,291)
Other income/(expense)                                         0          47,244            591          (47,835)                0
Income from joint venture                                  1,540               0              0                0             1,540
                                                     -----------      ----------     ----------        ---------       -----------
Operating income before dividing with Pro-Fac             28,218          44,090          1,996           (1,996)           72,308
Interest (expense)/income                                (66,661)          7,165              0                0           (59,496)
                                                     -----------      ----------     ----------        ---------       -----------
Pretax (loss)/income before dividing with Pro-Fac        (38,443)         51,255          1,996           (1,996)           12,812
Pro-Fac share of income                                   (6,408)              0              0                0            (6,408)
                                                     -----------      ----------     ----------        ---------       -----------
(Loss)/income before taxes                               (44,851)         51,255          1,996           (1,996)            6,404
Tax benefit/(provision)                                   16,212         (18,436)          (506)               0            (2,730)
                                                     -----------      ----------     ----------        ---------       -----------
Net (loss)/income                                    $   (28,639)     $   32,819     $    1,490        $  (1,996)      $     3,674
                                                     ===========      ==========     ==========        =========       ===========
</TABLE>

<TABLE>
                                                                               Statement of Operations
                                                                        For the Quarter Ended March 24, 2001
                                                     -----------------------------------------------------------------------------
                                                        Agrilink      Subsidiary    Non-Guarantor      Eliminating
                                                       Foods, Inc.    Guarantors    Subsidiaries         Entries      Consolidated
                                                     -------------    ----------    -------------      -----------    ------------
(Dollars in Thousands)

<S>                                                  <C>              <C>            <C>               <C>            <C>
Net sales                                            $   265,703      $    3,732     $    6,369        $  (6,369)     $   269,435
Cost of sales                                           (213,317)         (2,510)        (5,207)           5,207         (215,827)
                                                     -----------      ----------     ----------        ---------      -----------
Gross profit                                              52,386           1,222          1,162           (1,162)          53,608
Selling, administrative, and general expenses            (45,487)         (2,512)             0           14,263          (33,736)
Other income/(expense)                                         0          14,263            176          (14,439)               0
Income from joint venture                                    316               0              0                0              316
                                                     -----------      ----------     ----------        ---------      -----------
Operating income before dividing with Pro-Fac              7,215          12,973          1,338           (1,338)          20,188
Interest (expense)/income                                (22,745)          2,737              0                0          (20,008)
                                                     -----------      ----------     ----------        ---------      -----------
Pretax (loss)/income before dividing with Pro-Fac        (15,530)         15,710          1,338           (1,338)             180
Pro-Fac share of income                                      (92)              0              0                0              (92)
                                                     -----------      ----------     ----------        ---------      -----------
(Loss)/income before taxes                               (15,622)         15,710          1,338           (1,338)              88
Tax benefit/(provision)                                    5,884          (5,653)          (270)               0              (39)
                                                     -----------      ----------     ----------        ---------      -----------
Net (loss)/income                                    $    (9,738)     $   10,057     $    1,068        $  (1,338)     $        49
                                                     ===========      ==========     ==========        =========      ===========
</TABLE>


<PAGE>
<TABLE>


                                                                                   Statement of Cash Flows
                                                                          For the Nine Months Ended March 24, 2001
                                                           ------------------------------------------------------------------------
                                                             Agrilink    Subsidiary    Non-Guarantor     Eliminating
                                                            Foods, Inc.  Guarantors    Subsidiaries        Entries     Consolidated
                                                           ------------  ----------    -------------     ------------  ------------
(Dollars in Thousands)
<CAPTION>

<S>                                                        <C>            <C>          <C>             <C>             <C>
Net (loss)/income                                          $  (28,639)    $  32,819    $    1,490      $   (1,996)     $     3,674
Adjustments to reconcile net (loss)/income to net
   cash (used in)/provided by operating activities -
     Depreciation                                              22,285           425           231               0           22,941
     Amortization of goodwill and certain intangible assets     1,933         5,481             0               0            7,414
     Amortization of debt issue costs, amendment costs,
       and discount on subordinated promissory note             3,860             0             0               0            3,860
     Interest-in-kind on subordinated promissory note           1,231             0             0               0            1,231
     Equity in undistributed earnings of joint venture         (1,540)            0             0               0           (1,540)
     Equity in undistributed earnings of CoBank                   (96)            0             0               0              (96)
     Change in working capital                                (47,715)      (36,007)         (169)          1,996          (81,895)
                                                           ----------     ---------    ----------      ----------      ------------
Net cash (used in)/provided by operating activities           (48,681)        2,718         1,552               0          (44,411)

Cash flows from investing activities:
   Purchase of property, plant, and equipment                 (17,083)       (2,735)         (119)              0          (19,937)
   Proceeds from disposals                                      5,058             0             7               0            5,065
   Proceeds from investment in CoBank                           2,926             0             0               0            2,926
                                                           ----------     ---------    ----------      ----------      -----------
Net cash used in investing activities                          (9,099)       (2,735)         (112)              0          (11,946)

Cash flows from financing activities:
   Net proceeds from issuance of short-term debt               72,300             0             0               0           72,300
   Payments on long-term debt                                 (12,659)            0             0               0          (12,659)
   Cash paid for debt amendments                               (1,707)            0             0               0           (1,707)
                                                           ----------     ---------    ----------      ----------      -----------
Net cash provided by financing activities                      57,934             0             0               0           57,934
Net change in cash and cash equivalents                           154           (17)        1,440               0            1,577
Cash and cash equivalents at beginning of period                4,785           209             0               0            4,994
                                                           ----------     ---------    ----------      ----------      -----------
Cash and cash equivalents at end of period                 $    4,939     $     192    $    1,440      $        0      $     6,571
                                                           ==========     =========    ==========      ==========      ===========
<PAGE>
</TABLE>



NOTE 8. OTHER MATTERS

Restructuring:  On June 23, 2000,  the Company sold its pickle  business to Dean
Pickle and Specialty Product Company. As part of the transaction, Agrilink Foods
agreed to contract pack Nalley and Farman's  pickle products for a period of two
years,  ending June 2002.  In  anticipation  of the  completion  of this co-pack
contract, the Company initiated  restructuring  activities for approximately 140
employees  in  that   facility   located  in  Tacoma,   Washington.   The  total
restructuring  charge  amounted to $1.1 million and was  primarily  comprised of
employee termination benefits. The majority of such termination benefits will be
liquidated during the next six months.

In addition,  on October 12, 2001, the Company  announced a further reduction of
approximately   7  percent  of  its  nationwide   workforce,   for  a  total  of
approximately  300  positions.  The  reductions  are part of an ongoing focus on
low-cost  operations  and  include  both  salaried  and  hourly  positions.   In
conjunction with the reductions,  the Company recorded a charge against earnings
of  approximately  $1.6 million in the second quarter of fiscal 2002,  primarily
comprising  employee  termination  benefits.  Reductions  in  personnel  include
operational and administrative  positions and, net of the restructuring  charge,
are expected to improve fiscal 2002 earnings by approximately  $5.0 million.  Of
this charge, $1.3 million has been paid and the remaining  termination  benefits
will be liquidated during the next three months.

Gain from Pension Curtailment:  In September 2001, the Company made the decision
to freeze benefits provided under its Master Salaried Retirement Plan. Under the
provisions of SFAS No. 88,  "Accounting  for  Settlements  and  Curtailments  of
Defined  Benefit  Pension  Plans and for  Termination  Benefits,"  these benefit
changes resulted in the recognition of a $2.5 million net curtailment gain.

Legal  Proceedings:  On September  25, 2001,  in the circuit  court of Multnomah
County,  Oregon,  Blue Line Farms  commenced  a class  action  suit  against the
Company,   Pro-Fac  Cooperative,   Inc.,  Mr.  Mike  Shelby,  and  "Does"  1-50,
representing directors, officers, and agents of the corporate defendants.

The complaint  alleges (i) fraud in operating PF Acquisitions II, Inc., a former
subsidiary  of Pro-Fac,  that  conducted  business  under the name of AgriFrozen
Foods  ("AgriFrozen");  (ii) breach of fiduciary  duty in operating  AgriFrozen;
(iii)  negligent  misrepresentation  in  operating  AgriFrozen;  (iv)  breach of
contract  against  Pro-Fac;  (v) breach of good faith and fair  dealing  against
Pro-Fac;  (vi)  conversion  against Pro-Fac and the Company;  (vii)  intentional
interference  with a contract  against the Company;  and (viii) statutory Oregon
securities law violations against Pro-Fac and separately against Mr. Shelby.

The relief  sought  includes  (i) a demand for an  accounting;  (ii)  injunctive
relief to compel the disclosure of documents;  (iii) certification of the class;
(iv) damages of $50 million;  (v) prejudgment and  post-judgment  interest;  and
(vi) an award of costs and expenses including expert fees and attorney's fees.

Management  believes this case is without merit and intends to defend vigorously
its position.

               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 Management's Discussion and Analysis of
Financial  Condition and Results of Operations 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 are:

|X|  the  impact  of  strong   competition  in  the  food  industry,   including
     competitive pricing;

|X|  the impact of changes in consumer demand;

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

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

<PAGE>



|X|  the Company's success in integrating  operations (including the realization
     of  anticipated  synergies  in  operations  and  the  timing  of  any  such
     synergies), and the availability of acquisition and alliance opportunities;

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

|X|  the Company's ability to service debt;

|X|  interest rate fluctuations;

|X|  effectiveness of marketing and shifts in market demand.

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 third quarter and
first nine months of fiscal 2002 versus such periods in fiscal 2001.

Agrilink  Foods,  Inc.  ("Agrilink  Foods" 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, and various other products. Branded products within the vegetable product
line include Birds Eye, Birds Eye Voila!,  Birds Eye Simply  Grillin',  Veg-All,
Freshlike, McKenzies, and Brooks Chili Beans. 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,  Super Pop and,
Flavor Destinations.  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. Branded products within
this category include Bernstein's and Nalley.

The following  tables  illustrate  the results of operations by product line for
the three- and nine-month periods ended March 30, 2002 and March 24, 2001.

<TABLE>
EBITDA1, 2
(Dollars in Millions)
<CAPTION>
                                 Three Months Ended                               Nine Months Ended
                    ----------------------------------------------- --------------------------------------------
                         March 30,                March 24,               March 30,               March 24,
                           2002                     2001                    2002                    2001
                    --------------------   -----------------------  --------------------    --------------------
                                  % of                     % of                   % of                    % of
                        $         Total         $          Total        $         Total         $         Total
                    --------     ------     --------      -------   --------     -------    --------     -------

<S>                  <C>          <C>       <C>            <C>      <C>            <C>       <C>          <C>
Vegetables           $ 22.9       73.2%     $  24.3        80.0%    $  66.0        65.2%     $ 70.4       68.6%
Fruits                  3.2       10.2          2.1         6.9        18.4        18.2        14.8       14.4
Snacks                  1.6        5.1          1.5         4.9         6.1         6.0         7.1        6.9
Canned Meals            2.1        6.7          1.5         4.9         6.9         6.8         7.0        6.8
Other                   1.5        4.8          1.0         3.3         3.8         3.8         3.4        3.3
                     ------      -----      -------       -----     -------       -----      ------      -----
     Total           $ 31.3      100.0%     $  30.4       100.0%    $ 101.2       100.0%     $102.7      100.0%
                     ======      =====      =======       =====     =======       =====      ======      =====

<FN>
1    Earnings before interest, taxes, depreciation,  and amortization ("EBITDA")
     is defined as the sum of pretax  income before  dividing with Pro-Fac,  and
     before  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  Foods may not be  comparable  to  calculations  as
     presented by other companies.
</FN>
</TABLE>

<PAGE>

2    Excludes gain from pension curtailment and restructuring  charges. See NOTE
     8 to the "Notes to Consolidated Financial Statements."

<TABLE>
Net Sales
(Dollars in Millions)

                                         Three Months Ended                               Nine Months Ended
                            ---------------------------------------------   -------------------------------------------
                                 March 30,                March 24,               March 30,               March 24,
                                   2002                     2001                    2002                    2001
                            --------------------    ---------------------   -------------------      ------------------
                                          % of                     % of                   % of                   % of
                               $          Total        $           Total         $        Total          $       Total
                            --------     -------    --------      -------   ---------    -------    ---------   -------


<S>                         <C>           <C>       <C>            <C>      <C>            <C>       <C>          <C>
Vegetables                  $ 180.8       73.8%     $  203.7       75.6%    $  568.0       72.0%     $ 630.4      73.3%
Fruits                         21.2        8.7          21.8        8.1         90.8       11.5         92.2      10.7
Snacks                         20.9        8.5          20.7        7.7         65.1        8.3         65.4       7.6
Canned Meals                   12.7        5.2          13.2        4.9         37.0        4.7         41.1       4.8
Other                           9.3        3.8          10.1        3.7         27.8        3.5         31.1       3.6
                            -------      -----      --------      -----     --------      -----      -------     -----
     Total                  $ 244.9      100.0%     $  269.5      100.0%    $  788.7      100.0%     $ 860.2     100.0%
                            =======      =====      ========      =====     ========      =====      =======     =====
</TABLE>

<TABLE>
Operating Income1, 2
(Dollars in Millions)
                                         Three Months Ended                               Nine Months Ended
                            ---------------------------------------------   -------------------------------------------
                                 March 30,                March 24,               March 30,               March 24,
                                   2002                     2001                    2002                    2001
                            --------------------    ---------------------   -------------------      ------------------
                                          % of                     % of                   % of                   % of
                               $          Total        $           Total         $        Total          $       Total
                            --------     -------    --------      -------   ---------    -------    ---------   -------
<S>                         <C>           <C>       <C>            <C>      <C>            <C>       <C>          <C>
Vegetables                  $  16.9       71.9%     $   16.8       83.2%    $   48.6       62.7%     $  48.0      66.4%
Fruits                          2.5       10.6           1.2        5.9         15.4       19.9         12.6      17.4
Snacks                          1.1        4.7           0.6        3.0          4.3        5.5          4.2       5.8
Canned Meals                    1.8        7.7           1.2        5.9          6.2        8.0          5.9       8.2
Other                           1.2        5.1           0.4        2.0          3.0        3.9          1.6       2.2
                            -------      -----      --------      -----     --------      -----      -------     -----
     Total                  $  23.5      100.0%     $   20.2      100.0%    $   77.5      100.0%     $  72.3     100.0%
                            =======      =====      ========      =====     ========      =====      =======     =====

<FN>
1    Excludes the gain from pension curtailment and restructuring  charges.  See
     NOTE 8 to the "Notes to Consolidated Financial Statements."

2    In  accordance  with  SFAS  No.  142,  goodwill  is  no  longer  amortized.
     Amortization  associated with the change resulting from the  implementation
     of SFAS No. 142 in the vegetable,  fruit,  snacks,  canned meals, and other
     product lines for the quarter ending March 30, 2002 was $1.7 million,  $0.1
     million,  $0.1 million, $0.1 million, and $0.2 million,  respectively,  and
     $5.1 million,  $0.1 million,  $0.3 million, $0.5 million, and $0.5 million,
     respectively for the nine months ending March 30, 2002.
</FN>
</TABLE>


       CHANGES FROM THIRD QUARTER FISCAL 2001 TO THIRD QUARTER FISCAL 2002

During the third quarter of fiscal 2002, net income  increased $2.3 million from
the third quarter of fiscal 2001. During this same period, EBITDA increased $0.9
million, or 2.9 percent. The positive results in EBITDA for the third quarter of
fiscal 2002 were a result of the pricing actions implemented throughout the last
12 months,  restructuring  efforts initiated in October 2001, and numerous other
company-wide efforts to reduce spending. In addition, the Company achieved these
improved results in spite of additional  warehousing costs due to an increase in
inventory levels and a one-time expense  associated with an arbitrated  contract
settlement with Dean Pickle and Specialty  Products Company ("Dean Pickle").  As
part of the June 2000 sale of the Company's pickle business to Dean Pickle,  the
parties entered into an agreement whereby Agrilink Foods agreed to contract pack
products for a period of two years.  Fiscal 2002 represents the second and final
year of the contract.  The Company and Dean Pickle  disagreed on how pricing was
to be established for the current year. The arbitrated  settlement  required the
recording  of a $1.7  million  charge  in the third  quarter  and  resolved  all
disputes regarding the pricing of product packed during fiscal 2002.
<PAGE>

The earnings improvement for the quarter of $2.3 million was more favorable than
on an EBITDA basis due to a reduction in amortization expense resulting from the
adoption of SFAS No. 142, "Goodwill and Other Intangible Assets" (see NOTE 2 of
the "Notes to Consolidated Financial Statements) and a decline in interest
expense driven by general interest rate reductions.

Net sales  for the third  quarter  declined  $24.6  million  or 9.1  percent  as
compared to the prior year. Fiscal 2001 results included, however, approximately
$10.0  million  of net sales  associated  with the  one-time  sale of  inventory
purchased  from CoBank,  the secured  lender to PF  Acquisition  II, Inc.  ("the
Northwest inventory  purchase").  Prior to February 15, 2001, PF Acquisition II,
Inc. was a wholly-owned  subsidiary of Pro-Fac  Cooperative,  Inc. Adjusting for
these sales,  net sales were down $14.6  million or 5.5 percent due primarily to
overall  market  declines in the home  replacement  skillet  meal  category  and
increased  competitive pressure in the non-branded frozen vegetable segment. The
home replacement  skillet meal category for the 12-week period ending March 2002
showed a decline of  approximately  26.0  percent,  while the  frozen  vegetable
category  showed a decline of only 2.0  percent for the  12-week  period  ending
March 2002. The Company's  overall  market share for the third quarter  declined
0.4 points due to modest share declines in private label. The Company  estimates
its overall  market  share for the 12-week  period  ending March 2002 for frozen
vegetables  to be 31.5  percent.  The Company's  overall  market share  includes
branded  retail unit sales,  as reported by  Information  Resources,  Inc.,  and
management's  estimate of the  Company's  private label share based upon factory
shipments.

A detailed  accounting of the  significant  reasons for changes in net sales and
EBITDA by product line follows.

EBITDA for the  vegetable  product  line  decreased  $1.4 million or 5.8 percent
during the third  quarter  of fiscal  2002.  The  decline  in  profitability  is
primarily a result of lower volume within the Company's Birds Eye Voila! product
line, the one-time charge  associated  with the above mentioned  settlement with
Dean  Pickle,  and the  earnings in fiscal 2001  associated  with the  Northwest
inventory purchase.  Overall, vegetable net sales decreased $22.9 million in the
third quarter of fiscal 2002 as compared to the prior year. $10.0 million of the
net sales  decline  was  associated  with the fiscal  2001  Northwest  inventory
purchase.  Management  attributes the remaining decline to increased competitive
pressure in the non-branded frozen vegetable business.

Within  the  branded  vegetable  category,  net sales  declined  $11.6  million.
Significant  components  include the  following:  Birds Eye Simply  Grillin',  a
seasoned blend of top quality Birds Eye  vegetables in a foil tray,  launched in
the fourth  quarter of fiscal 2001,  accounted for $2.2 million of increased net
sales.  Fueled by strong promotional  activity during the spring holiday season,
net  sales  of  Birds  Eye  frozen  vegetables  in  retail  channels   increased
approximately  $1.8  million.  Net  sales  of Birds  Eye  frozen  vegetables  in
alternate  channels,  however,  declined  $5.6  million  due to  changes  in the
supplier  mix decided by the  customer.  Branded  vegetable  net sales were also
negatively  impacted  by the  Company's  Birds Eye  Voila!  product  line  which
decreased  $6.7 million over the third  quarter of fiscal 2001.  While Birds Eye
Voila!  maintained  its share point during the 12-week period ending March 2002,
the  Company was not able to mitigate  the impact of the 26.0  percent  category
decline  within  the home meal  replacement  category.  Management  has and will
continue to examine this category for  opportunities to enhance  performance for
this product  line.  Net sales of the  Company's  remaining  regional  vegetable
branded product lines declined $3.3 million due to competitive pressures.

Excluding sales associated with the Northwest  inventory  purchase,  non-branded
vegetable  net  sales  declined  $1.3  million  during  the third  quarter.  The
Company's   non-branded   business  continues  to  be  impacted  by  competitive
pressures.  In addition,  during the first  quarter of fiscal 2002,  the Company
implemented  pricing actions to offset industry wide cost increases.  Subsequent
to Agrilink Foods price increase, several competitors have followed with similar
pricing structures.

EBITDA for the fruit product line  increased $1.1 million or 52.3 percent during
the third quarter of fiscal 2002. This improvement in profitability results from
initiatives  focused on pricing efforts and ongoing initiatives taken to improve
production and reduce product costs. Fruit net sales have decreased $0.6 million
or 2.8 percent attributable primarily to volume declines.

Net sales for the snack  product line showed a modest  increase of $0.2 million,
or 1.0 percent.  Improvements  in net sales within the potato chip category were
$0.5 million,  while the popcorn  product line  decreased  $0.3 million.  EBITDA
increased  $0.1  million or 6.7  percent  primarily  due to sales  growth in the
potato chip business.  The popcorn category continues to be negatively  impacted
by competitive pressures and changes in product mix.

Net sales for canned meals decreased $0.5 million, or 3.8 percent,  while EBITDA
increased $0.6 million, or 40.0 percent.  The reduction in net sales is a result
of  competitive  pressures  within the private label  category.  The increase in
canned meal  profitability  is driven by improvements in the cost of ingredients
used in the production of chili.

<PAGE>
EBITDA  of the other  product  line,  which is  primarily  represented  by salad
dressings,  increased $0.5 million or 50.0 percent.  EBITDA  benefited from both
increases  in price and  reductions  in raw product  costs,  including  oil. Net
sales, however,  decreased $0.8 million or 7.9 percent primarily due to the loss
of one  food  service  customer.  The  loss of this  customer  will  not  have a
significant impact on the Company's operations.

Selling,  Administrative,  and General Expenses:  Selling,  administrative,  and
general  expenses,  excluding the settlement with Dean Pickle  described  above,
have decreased $4.4 million, or 13.0 percent, as compared with the third quarter
of the prior  fiscal  year.  This  decrease is  attributable  to a $2.2  million
reduction in  amortization  expense  resulting  from the  implementation  of the
Statement of Financial  Accounting  Standard ("SFAS") No. 142 (see NOTE 2 to the
"Notes  to  Consolidated  Financial  Statements").   Variable  selling  expense,
consisting primarily of brokerage expense, decreased $2.1 million due to reduced
volumes and reduced rates in the non-branded categories. In addition, savings of
approximately  $1.3 million were associated with both the restructuring  actions
implemented  in the  second  quarter  of fiscal  2002 and  general  company-wide
reductions in spending.  These savings were  partially  offset by an increase in
various  employee  incentive  programs  compared to the third  quarter of fiscal
2001.

Operating Income: Operating income, excluding the implementation of SFAS No. 142
and the  settlement  with Dean  Pickle  described  above,  increased  from $20.2
million  in the third  quarter  of  fiscal  2001 to $23.0  million  in the third
quarter of fiscal  2002.  This  represents  an increase of $2.8  million or 13.9
percent. Increases in operating income within vegetables, fruits, snacks, canned
meals, and other were $0.1 million,  $1.2 million,  $0.4 million,  $0.5 million,
and $0.6 million,  respectively.  Significant variances are highlighted above in
the discussion of EBITDA and net sales.

Income from Joint Venture:  This amount  represents  earnings  received from the
investment in Great Lakes Kraut LLC, a joint venture between  Agrilink Foods and
Flanagan  Brothers,  Inc. There has been no significant change in the operations
of the joint  venture for the third quarter of fiscal 2002 compared to the prior
year.

Interest  Expense:  Interest expense  decreased $4.0 million to $16.0 million in
the third  quarter  of fiscal  2002 from $20.0  million in the third  quarter of
fiscal 2001.  The  reduction in interest  expense is the result of a decrease in
the weighted  average  interest rate of 2.4 percent due to general interest rate
reductions  and  lower  average  outstanding  balances  during  the  quarter  of
approximately $2.6 million.

Pro-Fac Share of Income: 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.

In fiscal  2002,  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.

Tax  Provision:  The provision  for income taxes  increased  approximately  $1.4
million  from the prior year as a result of the change in  earnings  before tax.
Agrilink   Foods'   effective   tax   rate  is   negatively   impacted   by  the
non-deductibility of certain amounts of goodwill.

   CHANGES FROM FIRST NINE MONTHS FISCAL 2001 TO FIRST NINE MONTHS FISCAL 2002

During the first nine months of fiscal 2002,  net income  increased $3.7 million
from the first  nine  months of fiscal  2001.  Comparability  of net  income is,
however,  difficult because fiscal 2002 was impacted by a restructuring  charge,
gain from pension  curtailment,  significant  changes in interest rates, and the
implementation  of SFAS No.  142 which  reduced  amortization  expense,  and the
charge  associated  with the Dean  Pickle  settlement.  Accordingly,  management
believes,  to fairly  evaluate  results,  an  evaluation  of  EBITDA  (excluding
non-recurring  items) is more  appropriate  as it allows the  operations  of the
business  to  be  reviewed  in a  more  comparable  manner.  EBITDA,  (excluding
non-recurring  items) for the first nine  months of fiscal 2002 versus the prior
year,  increased $0.2 million.  EBITDA was impacted by increased marketing costs
of approximately  $5.0 million,  associated with a new product launch during the
first quarter of fiscal 2002, increased  warehousing costs due to an increase in
inventory levels,  and increased  production costs incurred in the first quarter
of fiscal 2002 associated with inventory produced in the prior year at a greater
cost.  Significant  favorable items  offsetting these increases in costs include
pricing improvements, fixed cost reductions resulting from restructuring actions
and declines in  manufacturing  costs resulting from the current year production
activities.

<PAGE>

Net sales during the nine months declined $71.5 million or 8.3 percent.  Of this
decline,  $21.4  million  is  associated  with a co-pack  agreement  for  canned
vegetables  in the Midwest in fiscal  2001 and an  additional  $10.0  million in
fiscal 2001  associated  with the Northwest  inventory  purchase.  The remaining
$40.1 million is primarily  attributable  to lower volume due to overall  market
declines in the frozen skillet meal category and short-term declines in the food
service  channel  subsequent to September 11, 2001.  The total frozen  vegetable
category  in the year to date  period  ending  March  2002  showed a decline  of
approximately 6.0 percent.  However,  the Company's overall  year-to-date market
share showed an  improvement  of 0.3 points.  The Company  estimates its overall
market  share  for  the  year to date  period  ending  March  2002,  for  frozen
vegetables  to be 31.8  percent.  The Company's  overall  market share  includes
branded  retail unit sales,  as reported by  Information  Resources,  Inc.,  and
management's  estimate of the  Company's  private label share based upon factory
shipments.  A detailed  accounting of the significant reasons for changes in net
sales and EBITDA by product line follows.

Excluding  sales  associated  with  the  co-pack  agreement  and  the  Northwest
inventory purchase in fiscal 2001, vegetable net sales declined $31.0 million or
5.2 percent.  Competitive  pressures within the Company's  non-branded  business
accounted for $18.8 million of the decline.  The Company's  non-branded business
yields lower margins than that of its branded products. During the first quarter
of  fiscal  2002,  Agrilink  Foods  implemented  a  price  increase  across  all
non-branded  vegetable  commodities  to offset  industry  wide  cost  increases.
Subsequent to Agrilink Foods' price increase,  several competitors have followed
with similar pricing increases.

Overall branded net sales showed a decline of $12.2 million from the prior year.
Significant  components  associated with this change are highlighted  below. The
launch of Birds Eye Simply  Grillin',  a seasoned blend of top quality Birds Eye
vegetables in a foil tray,  accounted for $7.4 million of additional  net sales.
Net sales of Birds Eye frozen  vegetables  within the retail  channel  increased
approximately  $3.5 million due to the conversion of a major club store customer
from a private  label to brand  product  line.  These  increases are offset by a
$11.8  million  decrease  in the Birds Eye  Voila!  product  line as a result of
continued declines in the home meal replacement  category.  For the year to date
period  ending  March  2002,   the  frozen   skillet  meal   category   declined
approximately  21.0  percent.  Birds  Eye  Voila!,  the  leading  brand  in this
category,  has experienced  declines consistent with the category.  Further, net
sales  declines of $9.8  million  were  experienced  in the  Company's  regional
branded product lines due to competitive  pressures and overall  declines in the
vegetable market.

EBITDA for the vegetable product line (excluding the Dean settlement highlighted
above)  declined  $2.7  million or 3.9  percent  during the first nine months of
fiscal 2002 as compared to the prior  year.  Approximately  $5.0  million of the
decline is associated with marketing costs related to the retail launch of Birds
Eye Simply  Grillin'  during the first  quarter of fiscal 2002 and an additional
$2.4  million of  incremental  marketing  activity for other  branded  vegetable
products.  In addition,  warehousing  costs have increased due to an increase in
inventory  levels over the prior year and production costs incurred in the first
quarter of fiscal 2002 were higher due to  inventory  produced in the prior year
at a greater cost. Offsetting these increases in costs are the benefits achieved
from pricing actions taken in January 2001 and declines in  manufacturing  costs
resulting from the current year production activities.

EBITDA  for the fruit  product  line  increased  $3.6  million  or 24.3  percent
primarily  attributable  to  improved  pricing,   timing  of  various  marketing
initiatives,  and continuous  efforts to reduce  product costs.  Fruit net sales
have, however, showed a modest decrease of $1.4 million or 1.5 percent.

Net sales for the snack  product line showed a decline of $0.3  million,  or 0.5
percent.  Improvements  in net sales within the potato chip  business  were $1.9
million, while the popcorn product line decreased $2.2 million.  EBITDA declined
$1.0 million or 14.1 percent.  The popcorn  business  continues to be negatively
impacted  by  competitive  pressures  and changes in product  mix. In  addition,
EBITDA of the potato chip category was negatively  affected in the first half of
fiscal 2002 by costs  associated  with expansion into new markets and additional
manufacturing costs associated with the transition of Tim's Cascade Style Potato
Chips to a larger facility. These transition efforts have now been completed.

Net sales for canned meals decreased $4.1 million, or 10.0 percent, while EBITDA
decreased $0.1 million, or 1.0 percent.  Net sales declined due to a decision to
not participate in an unprofitable promotion with a major retailer.

The  other  product  line  EBITDA,  primarily  represented  by salad  dressings,
increased  $0.4 million,  or 11.8 percent.  Net sales,  however,  decreased $3.3
million, or 10.6 percent.  While EBITDA benefited from reductions in raw product
costs,  including  oil, net sales  declined due to  competitive  activity in the
dressing  category  being  negatively  impacted by the actions of one competitor
that has  discontinued  its entire line.  While this action  negatively  impacts
short-term  sales,  it is  expected  to create  distribution  opportunities  and
positively impact salad dressing performance in the future.

<PAGE>
Operating  Income:   Operating  income,   excluding   non-recurring  items,  the
settlement with Dean Pickle described above, and the  implementation of SFAS No.
142,  increased  from $72.3  million in fiscal  2001 to $72.7  million in fiscal
2002.  This  represents an increase of $0.4 million or 0.6 percent.  Declines in
operating income within vegetables,  snacks, and canned meals were $2.8 million,
$0.2 million,  and $0.2 million,  respectively.  The increase  within fruits was
$2.7 million and the other product line $0.9 million.  Significant variances are
highlighted above in the discussion of EBITDA and net sales.

Selling,  Administrative,  and General Expenses:  Selling,  administrative,  and
general expenses,  excluding the arbitration  settlement with Dean Pickle above,
have  decreased  $1.2  million or 1.3  percent as  compared  with the first nine
months of the prior fiscal year.  The  decrease is primarily  attributable  to a
$6.6 million reduction in amortization expense resulting from the implementation
of  SFAS  No.  142  (see  NOTE  2  to  the  "Notes  to  Consolidated   Financial
Statements"). Variable selling costs, consisting primarily of brokerage expense,
decreased  $3.5  million  due  to  reduced  volumes  and  reduced  rates  in the
non-branded  category.  In addition,  savings of approximately $2.4 million were
associated with both the restructuring actions implemented in the second quarter
of fiscal 2002 and general  company-wide  reductions in spending.  These savings
were  partially  offset  by  a  $5.0  million  increase  in  marketing  expenses
associated  with the retail launch of Birds Eye Simply Grillin' during the first
quarter and a $2.0 million  increase  for other  branded  marketing  initiatives
during the second quarter of fiscal 2002. Additionally, in fiscal 2002 there was
an increase in various employee  incentive  programs  compared to the first nine
months of the prior fiscal year.

Restructuring:  On June 23,  2000 the Company  sold its pickle  business to Dean
Pickle and Specialty Product Company. As part of the transaction, Agrilink Foods
agreed to contract pack Nalley and Farman's  pickle products for a period of two
years,  ending June 2002.  In  anticipation  of the  completion  of this co-pack
contract, the Company initiated  restructuring  activities for approximately 140
employees  in  that   facility   located  in  Tacoma,   Washington.   The  total
restructuring  charge  amounted to $1.1 million and was  primarily  comprised of
employee termination benefits. The majority of such termination benefits will be
liquidated during the next six months.

In addition,  on October 12, 2001, the Company  announced a further reduction of
approximately   7  percent  of  its  nationwide   workforce,   for  a  total  of
approximately  300  positions.  The  reductions  are part of an ongoing focus on
low-cost  operations  and  include  both  salaried  and  hourly  positions.   In
conjunction with the reductions,  the Company recorded a charge against earnings
of  approximately  $1.6 million in the second quarter of fiscal 2002,  primarily
comprising  employee  termination  benefits.  Reductions  in  personnel  include
operational and administrative  positions and, net of the restructuring  charge,
are expected to improve fiscal 2002 earnings by approximately  $5.0 million.  Of
this charge, $1.3 million has been paid and the remaining  termination  benefits
will be liquidated during the next three months.

Gain from  Pension  Curtailment:  During  September  2001,  the Company made the
decision to freeze benefits provided under its Master Salaried  Retirement Plan.
Under  the  provisions  of  SFAS  No.  88,   "Accounting   for  Settlements  and
Curtailments of Defined  Benefit  Pension Plans and for  Termination  Benefits,"
these  benefit  changes  resulted  in  the  recognition  of a $2.5  million  net
curtailment gain.

Income from Joint Venture:  This amount  represents  earnings  received from the
investment in Great Lakes Kraut LLC, a joint venture between  Agrilink Foods and
Flanagan  Brothers,  Inc. There has been no significant change in the operations
of the joint venture in fiscal 2002 compared to fiscal 2001.

Interest  Expense:  Interest expense  decreased $7.9 million to $51.6 million in
the first nine months of fiscal 2002 from $59.5 million in the first nine months
of fiscal 2001. The decrease is the result of a decrease in the weighted average
interest rate of 1.78 percent  resulting from general  interest rate reductions,
offset by higher average  outstanding  balances  during the first nine months of
the year of  approximately  $3.9  million.  Additionally,  interest  expense was
negatively  impacted by a supplemental  fee of $1.5 million paid in September of
2001 in  conjunction  with the  Company's  credit  facility.  (See NOTE 5 of the
"Notes to Consolidated Financial Statements.")

Pro-Fac Share of Income: 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  2002,  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.

Tax  Provision:  The provision  for income taxes  increased  approximately  $2.8
million  from the prior year as a result of the change in  earnings  before tax.
Agrilink   Foods'   effective   tax   rate  is   negatively   impacted   by  the
non-deductibility of certain amounts of goodwill.

                         LIQUIDITY AND CAPITAL RESOURCES

The  following  discussion  highlights  the major  variances  in the  "Unaudited
Consolidated  Statement  of Cash Flows" for the nine months ended March 30, 2002
compared to the nine months ended March 24, 2001.

Net cash used in  operating  activities  increased  $13.6  million over the nine
months of the prior fiscal year. The increase was the result of variances within
accounts  payable  and  other  accruals  due to the  timing  of  liquidation  of
outstanding  balances.  The most  significant  component of which was the August
2001 payment on the  remaining  balance of the purchase  price for the Northwest
inventory of $21.6  million.  In  addition,  the Company has reduced its general
repack levels in an effort to manage its inventory position.

Net cash used in  investing  activities  in the first nine months of fiscal 2002
decreased $5.5 million from the first nine months of fiscal 2001. The change was
primarily  a result of $5.0  million  in  proceeds  received  in fiscal  2001 in
conjunction  with  the  sale of  pickle  machinery  and  equipment  offset  by a
reduction in  equipment  purchases  of $9.4  million.  The purchase of property,
plant, and equipment was for general operating purposes.

Net cash provided by financing activities increased $6.6 million.  This increase
was primarily due to a $3.2 million  mandatory  prepayment  associated  with the
sale of certain  pickle  machinery and  equipment in fiscal 2001.  Additionally,
short-term borrowings in fiscal 2002 increased by a modest $3.1 million.

Borrowings:  Under the  Company's  credit  facility,  Agrilink  Foods 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 March 30, 2002, (i) cash borrowings outstanding under the Revolving Credit
Facility were $75.4 million,  (ii) there were $20.6 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 $104.0 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  Foods meet
certain  financial  tests and ratios and comply with  certain  restrictions  and
limitations.  As of March 30,  2002,  Pro-Fac and the Company are in  compliance
with all covenants,  restrictions, and limitations under the terms of the credit
facility as amended.

The August 2001  amendment  imposes  contingent  fees and possible  increases in
interest rates under the credit facility if Agrilink Foods does not raise equity
and deleverage its balance sheet or satisfy  specified EBITDA and leverage ratio
requirements  within certain time frames.  To this end, Agrilink Foods engaged a
financial advisor to assist it in exploring various  alternatives  responsive to
the amendment,  including,  among other possibilities,  a private placement of a
minimum of $100 million of securities.  The amount of any  contingent  fees that
may be imposed under the amendment is also impacted by the EBITDA which Agrilink
Foods  achieves for its fiscal year ending in June 2002.  The  Revolving  Credit
Facility and the Term Loans are scheduled to be renegotiated  during the fall of
2003.  There can be no assurance  that the Company will obtain terms at least as
favorable as its current bank  agreements,  and different  terms may require the
Company to reexamine the cash used for investing and financing activities.

In March 2002,  Agrilink  Foods entered into an exclusive  letter of intent with
Vestar Capital Partners related to a capital investment of $175 million,  before
fees and other expenses.  It is contemplated that the investment would be in the
form of preferred and common equity interests. The closing of the transaction is
subject to the negotiation and execution of definitive agreements, together with
other customary conditions of closing.
<PAGE>


                          CRITICAL ACCOUNTING POLICIES

The preparation of our  consolidated  financial  statements  requires us to make
estimates and assumptions  that affect the reported  amounts.  The estimates and
assumptions  are  evaluated  on a  regular  basis  and are  based on  historical
experience  and on various  other  factors that are  believed to be  reasonable.
Estimates and assumptions include, but are not limited to: customer receivables,
inventories,  self-insurance programs, promotional activities, long-lived assets
and retirement benefits.

We believe that the following  are  considered  our more critical  estimates and
assumptions  used in the preparation of our consolidated  financial  statements,
although not inclusive.

Allowance for Doubtful  Accounts:  Management  uses various data and  historical
information to evaluate the adequacy of the reserve for receivables estimated to
be  uncollectable   as  of  the   consolidated   balance  sheet  date.  In  most
circumstances  when we become aware of factors that may indicate a deterioration
in a customer's  ability to meet its  financial  obligations  to us, we record a
specific  reserve for bad debts against amounts due to reduce the net recognized
receivable  to the amount we reasonably  believe will be  collected.  Changes in
estimates,  developing  trends  and other new  information  can have a  material
effect on future evaluations.

Inventory:  Under the FIFO method, the cost of items sold is based upon the cost
of the first  such items  produced.  As a result,  the last such items  produced
remain  in  inventory  and the cost of these  items are used to  reflect  ending
inventory. The Company prices its inventory at the lower of cost or market value
on the first-in, first-out (FIFO) method.

A reserve is  established  for the estimated  aged  surplus,  spoiled or damaged
products,  and  discontinued  inventory items and components.  The amount of the
reserve is  determined  by  analyzing  inventory  composition,  expected  usage,
historical and projected sales information,  and other factors. Changes in sales
volume  due to  unexpected  economic  or  competitive  conditions  are among the
factors that could result in materially different amounts for this item.

Self - insurance  Programs:  We record  estimates for certain health and welfare
and workers' compensation costs that are self-insured programs. Should a greater
amount of claims occur  compared to what was  estimated or costs of medical care
increase beyond what was  anticipated,  reserves  recorded may not be sufficient
and additional costs could be incurred.

Promotional Activities:  Our promotional activities are conducted either through
the retail  trade  channel or  directly  with  consumers  and  involve  in-store
displays; feature price discounts on our products; consumer coupons; and similar
activities.  The costs of these activities are generally  recognized at the time
the  related  revenue is  recorded,  which  normally  precedes  the actual  cash
expenditure.  The  recognition of these costs  therefore  requires  management's
judgment  regarding  the volume of  promotional  offers that will be redeemed by
either the retail trade  channel or  consumer.  These  estimates  are made using
various  techniques   including   historical  data  on  performance  of  similar
promotional   programs.   Differences   between  estimated  expense  and  actual
redemptions are normally  insignificant and recognized as a change in management
estimate in a subsequent  period.  However,  the likelihood exists of materially
different  reported  results if  different  assumptions  or  conditions  were to
prevail.

Impairment of  Long-lived  Assets:  Impairment  losses are  recognized  whenever
events or changes in  circumstances  indicate the carrying amount of an asset is
not recoverable.  Recoverability  of assets to be held and used is measured by a
comparison of the carrying amount of the asset to future net cash flows expected
to be generated by the asset. We consider  historical  performance and estimated
future  results in our evaluation of potential  impairment.  The future net cash
flows are based on management's  current  estimates and assumptions.  Changes in
facts  or  circumstances   could  result  in  changes  to  these  estimates  and
assumptions  resulting  in a  potential  material  impact  to  future  financial
results.

Pensions: Our defined benefit pension plans are accounted for in accordance with
Statement of Financial Accounting  Standards No. 87, "Employers'  Accounting for
Pensions".  The most significant  elements in determining our pension expense in
accordance  with SFAS No. 87 are the  expected  return  on plan  assets  and the
discount rate used to discount  plan  liabilities.  Our expected  return on plan
assets is generally 9.5 percent. Our discount rate assumption is developed based
on a hypothetical portfolio of high quality (Aa or better) debt instruments that
generate cash flows equal to the projected benefit payments under the plans. Our
discount rate on plan liabilities is generally 7.8 percent.  We believe that our
assumptions are reasonable.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company, as a result of its operating and financing  activities,  is exposed
to changes in foreign currency exchange rates,  certain  commodity  prices,  and
interest  rates,  which may  adversely  affect  its  results of  operations  and
financial  position.  In seeking to minimize the risks  and/or costs  associated
with such activities, the Company may enter into derivative contracts.
<PAGE>

Foreign  Currency:  The  Company  manages  its  foreign  currency  related  risk
primarily through the use of foreign currency forward  contracts.  The contracts
held by the Company are denominated in Mexican pesos.

The  Company  has entered  into  foreign  currency  forward  contracts  that are
designated  as cash flow  hedges of  exchange  rate risk  related to  forecasted
foreign currency-denominated  intercompany sales. At March 30, 2002, the Company
had cash flow hedges for the Mexican peso with maturity dates ranging from March
2002 to May 2002. At March 30, 2002, the fair value of the open contracts was an
after-tax  gain of $0.1 million,  recorded in  accumulated  other  comprehensive
income  in  shareholder's   equity.   Amounts  deferred  to  accumulated   other
comprehensive  income  will be  reclassified  into cost of goods sold within the
next 12 months.  During the third  quarter of fiscal  2002,  approximately  $0.4
million was reclassified from other comprehensive  income to cost of goods sold.
For the first nine months of fiscal  2002,  approximately  $0.8 million has been
reclassified  from  other  comprehensive  income  to cost of goods  sold.  Hedge
ineffectiveness was insignificant.

                                                     Foreign Currency
                                                          Forward
                                                     ----------------

Contract amounts                                      9 million Pesos
Weighted average settlement exchange rate               11.1463%

On May 2, 2002, the Company entered into foreign currency  forward  contracts to
purchase  Mexican pesos that are designated as cash flow hedges of exchange rate
risk  related to  forecasted  foreign  currency-denominated  sales.  The forward
contracts hedge  approximately 80 percent of the Company's planned  intercompany
sales. The termination date for the agreement is April 2003.

                                                     Foreign Currency
                                                          Forward
                                                     -----------------

Contract amounts                                     134 million Pesos
Weighted average settlement exchange rate                9.762%


Commodity  Prices:  The Company is exposed to  commodity  price risk  related to
forecasted purchases of corrugated (unbleached  kraftliner) in its manufacturing
process.  To mitigate this risk,  the Company  entered into a swap  agreement on
January 8, 2002  designated  as a cash flow hedge of its  forecasted  corrugated
purchases. At March 30, 2002, the Company had an open swap hedging approximately
65  percent  of its  planned  corrugated  requirements.  The  fair  value of the
agreement  is an  after-tax  gain of  approximately  $0.2  million  recorded  in
accumulated other comprehensive income in shareholder's  equity. The termination
date for the agreement is June 2003.

                                                        Swap
                                                     Corrugated
                                               (Unbleached Kraftliner)
                                           -------------------------------

Notional amount                                   36,000 short tons
Average paid rate                                  $400/short ton
Average receive rate                       Floating rate/short ton - $415
Maturities through                                    June 2003

The  Company is also  exposed to  commodity  price  risk  related to  forecasted
purchases of polyethylene in its manufacturing  process.  To mitigate this risk,
the Company entered into a swap agreement on April 11, 2002 designated as a cash
flow  hedge  of  its  forecasted   polyethylene   purchases.   The  swap  hedges
approximately 80 percent of the Company's planned polyethylene requirements. The
termination date for the agreement is June 2003.

                                                       Swap
                                                   Polyethylene
                                       -------------------------------------
Notional amount                                  6,250,000 pounds
Average paid rate                                   $.355/pound
Average receive rate                   Floating rate with monthly settlement
Maturities through                                   June 2003


<PAGE>



Interest Rates:  The Company is exposed to interest rate risk primarily  through
its borrowing activities. The majority of the Company's long-term borrowings are
variable  rate  instruments.  In  September  2001,  the Company  entered into an
interest  rate cap agreement  with a major  financial  institution.  The Company
designates this interest rate cap as a cash flow hedge.

The interest rate cap contract is for a period of two years and became effective
on October 5, 2001.  Approximately  62 percent of the  underlying  debt is being
hedged with this interest rate cap and protects against  three-month LIBOR rates
exceeding 5 percent.

The Company paid a one-time fee for the cap of  approximately  $0.6 million that
is marked to market over the life of the interest rate cap. Changes in the cap's
fair  value are  deferred  to other  comprehensive  income and  reclassified  to
earnings when a hedged transaction occurs.

The following summarizes the Company's interest rate cap agreement:

                                                       March 30, 2002
                                                ---------------------------
Interest Rate Cap:
Notional amount                                        $250 million
   Premium paid                                          $638,000
   Cap rate                                                5.0%
   Index                                               3-Month LIBOR
   Term                                         October 2001 - October 2003

                                  OTHER MATTERS

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.

For the 2001 crop season,  dry weather  conditions in the Company's New York and
Midwest growing regions  negatively  impacted  production costs.  Management has
initiated  pricing  actions  and cost  reduction  initiatives  in order to fully
offset any crop-related production cost increases.

                            MARKET AND INDUSTRY DATA

Unless otherwise stated herein, industry and market share data used throughout
this discussion was derived from industry sources believed by the Company to be
reliable including information provided by Information Resources, Inc. Such data
was obtained or derived from consultants' reports and industry publications.
Consultants' reports and industry publications generally state that the
information contained therein has been obtained from sources believed to be
reliable, but that the accuracy and completeness of such information is not
guaranteed. The Company has not independently verified such data and makes no
representation to its accuracy.

                                     PART II

ITEM 1- LEGAL PROCEEDINGS

On September 25, 2001, in the circuit court of Multnomah  County,  Oregon,  Blue
Line  Farms  commenced  a  class  action  suit  against  the  Company,   Pro-Fac
Cooperative,  Inc., Mr. Mike Shelby,  and "Does" 1-50,  representing  directors,
officers, and agents of the corporate defendants.

The complaint alleges (i) fraud in operating AgriFrozen,  a former subsidiary of
Pro-Fac; (ii) breach of fiduciary duty in operating AgriFrozen;  (iii) negligent
misrepresentation  in  operating  AgriFrozen;  (iv) breach of  contract  against
Pro-Fac;  (v)  breach  of good  faith and fair  dealing  against  Pro-Fac;  (vi)
conversion against Pro-Fac and the Company; (vii) intentional  interference with
a contract  against the Company;  and (viii)  statutory  Oregon  securities  law
violations against Pro-Fac and separately against Mr. Shelby.

<PAGE>

The relief sought includes (i) a demand for an accounting; (ii) injunctive
relief to compel the disclosure of documents; (iii) certification of the class;
(iv) damages of $50 million; (v) prejudgment and post-judgment interest; and
(vi) an award of costs and expenses including expert fees and attorney's fees.

Management believes this case is without merit and intends to defend vigorously
its position.


ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

           Exhibit Number                  Description
           -------------- -----------------------------------------------------
               10.1       Agrilink Foods, Inc. Key Executive Severance Plan - A

               99.1       Pro-Fac Cooperative,  Inc. Financial Statements for
                          the Quarterly Period Ended March 30, 2002

     (b)  Reports on Form 8-K:

               On January 25,  2002,  the Company  filed a report on Form 8-K to
               report fiscal 2002 actual and plan operating results.

               On March  12,  2002,  the  Company  filed a report on Form 8-K to
               report that it had  entered  into an  exclusive  letter of intent
               with Vestar Capital Partners.



<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: May 13, 2002                         By:/s/   Earl L. Powers
      ------------                            ---------------------------------
                                                    EARL L. POWERS
                                           EXECUTIVE VICE PRESIDENT FINANCE AND
                                                  CHIEF FINANCIAL OFFICER
                                          (On Behalf of the Registrant and as
                                                Principal Financial Officer
                                             and Principal Accounting Officer)

















                                                                 **