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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   ----------

                             Form 10-K/A Equivalent
                                (Amendment No. 1)
    FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                   ----------

          (Mark One)
            [ ] Annual Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                     For the Fiscal Year Ended June 25, 2005
                                       or
            [ ] Transition Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

             For the Transition Period from __________ to __________

                           Commission File Number N/A

                              BIRDS EYE FOODS, INC.
             (Exact name of registrant as specified in its charter)

                Delaware                                16-0845824
        (State of incorporation)           (IRS Employer Identification Number)

            90 Linden Oaks, PO Box 20670, Rochester, NY       14602-0670
             (Address of Principal Executive Offices)         (Zip Code)

       Registrant's telephone number, including area code: (585) 383-1850

        Securities Registered Pursuant to Section 12(b) of the Act: NONE

        Securities Registered Pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.

                                 YES [ ] NO [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15 (d) of the Act.

                                 YES [X] NO [ ]

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                 YES [ ] NO [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ] Not Applicable

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

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

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

                                   YES [ ] NO [X]

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The registrant's common stock is not publicly traded.

Aggregate market value of voting and non-voting common equity held by
non-affiliates of the registrant: NONE

           Number of common shares outstanding at September 19, 2005:
                              Common Stock: 11,000

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

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                                EXPLANATORY NOTE

On September 23, 2005, Birds Eye Foods, Inc. filed its Annual Report on Form
10-K Equivalent for its fiscal year ended June 25, 2005 (the "2005 Form 10-K
Equivalent"). This 10-K/A Equivalent (Amendment No. 1) is being filed to amend
the 2005 Form 10-K Equivalent to include Exhibit 12 - Computation of Ratio of
Earnings to Fixed Charges and Exhibit 32 - Section 1350 Certifications. No other
amendments or changes have been made to the 2005 Form 10-K Equivalent. This
amendment speaks as of the date of the original report, September 23, 2005, and
does not reflect events occurring after the filing of such report or update or
modify the disclosures therein in any way other than as described above.

                                       3




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                                   SIGNATURES

The Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                                  BIRDS EYE FOODS, INC.

Date: March 20, 2006                By: /s/          Earl L. Powers
                                        ----------------------------------------
                                                     Earl L. Powers
                                              Executive Vice President and
                                         Chief Financial Officer and Secretary
                                            (Principal Financial Officer)


Date: March 20, 2006                By: /s/         Linda K. Nelson
                                        ----------------------------------------
                                                    Linda K. Nelson
                                           Vice President and Controller
                                         (on Behalf of the Registrant and as
                                             Principal Accounting Officer)


                                       4




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                                  EXHIBIT INDEX

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

       2.1    Unit Purchase Agreement, dated June 20, 2002, together with
              exhibits H, I, and L thereto (filed as Exhibit 2.1 to the
              Company's Form 8-K filed June 21, 2002, and incorporated herein by
              reference).

       2.2    Certificate of Merger of Agrilink Foods, Inc. and Agrilink Merger
              Corp. (filed as Exhibit 2.2 to the Company's Annual Report on Form
              10-K Equivalent for the fiscal year ended June 29, 2002 and
              incorporated herein by reference).

       3.1    Restated Certificate of Incorporation of Agrilink Merger Corp.
              (filed as Exhibit 3.1 to the Company's Annual Report on Form 10-K
              Equivalent for the fiscal year ended June 29, 2002 and
              incorporated herein by reference).

       3.2    Amendment of the Certificate of Incorporation of Agrilink Foods,
              Inc. (filed as Exhibit 3.1 to the Company's Quarterly Report on
              Form 10-Q Equivalent for the third quarter ended March 29, 2003
              and incorporated herein by reference).

       3.3    Bylaws of Birds Eye Foods, Inc., as amended (filed as Exhibit 3.1
              to the Company's Quarterly Report on Form 10-Q Equivalent for the
              third quarter ended March 27, 2004 and incorporated herein by
              reference).

       4.1    Indenture, dated as of November 18, 1998, between the Company, the
              Guarantors named therein and IBJ Schroder Bank & Trust Company,
              Inc., as Trustee (filed as Exhibit 4.1 to the Company's
              Registration Statement on Form S-4 filed January 5, 1999
              (Registration No. 333-70143) and incorporated herein by
              reference).

       4.2    Form of 11 7/8 percent Senior Subordinated Notes due 2008 (filed
              as Exhibit B, to Exhibit 4.1 to the Company's Registration
              Statement on Form S-4 filed January 5, 1999 (Registration No.
              333-70143) and incorporated herein by reference).

       4.3    First Supplemental Indenture (amending the Indenture referenced in
              Exhibit 4.1 herein) dated July 22, 2002 (filed as Exhibit 4.3 to
              the Company's Annual Report on Form 10-K Equivalent for the fiscal
              year ended June 29, 2002 and incorporated herein by reference).

       4.4    Second Supplemental Indenture (amending the Indenture referenced
              in Exhibit 4.1 herein) dated March 1, 2003 (filed as Exhibit 4.1
              to the Company's Quarterly Report on Form 10-Q Equivalent for the
              third quarter ended March 29, 2003 and incorporated herein by
              reference).

      10.1    Amended and Restated Marketing and Facilitation Agreement dated
              August 19, 2002 between Pro-Fac Cooperative, and Agrilink Foods,
              Inc. (filed as Exhibit 99.3 to the Company's Current Report on
              Form 8-K filed September 3, 2002 and incorporated herein by
              reference).

      10.2    Termination Agreement dated August 19, 2002 (filed as Exhibit 99.2
              to the Company's Current Report on Form 8-K filed September 3,
              2002 and incorporated herein by reference).

     *10.3    Supplemental Executive Retirement Plan, as amended (filed as
              Exhibit 10.3 to the Company's Registration Statement on Form S-4
              filed November 17, 1994 (Registration No. 33-56517) and
              incorporated herein by reference).

     *10.4    Birds Eye Foods Non-Qualified 401(k) Plan Effective January 1,
              2004 (filed as Exhibit 10.4 to the Company's Annual Report and
              Form 10-K Equivalent for the fiscal year ended June 26, 2004 and
              incorporated herein by reference).

     *10.5    Management Incentive Plan, as amended and restated, (filed as
              Exhibit 10.5 to the Company's Annual Report on Form 10-K
              Equivalent for the fiscal year ended June 25, 2005 and
              incorporated herein by reference).

                                        5




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                                  EXHIBIT INDEX

(Continued):

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

      10.6    Raw Product Supply Agreement with Seneca Foods Corporation (filed
              as Exhibit 10.22 to the Company's Annual Report on Form 10-K for
              the fiscal year ended June 28, 1997 and incorporated herein by
              reference).

      10.7    Credit Agreement among the Company, Agrilink Holdings Inc., and
              JPMorgan Chase Bank and Bank of America, and the Lenders from time
              to time party hereto, dated as of August 19, 2002 (filed as
              Exhibit 10.10 to the Company's Annual Report on Form 10-K
              Equivalent for the fiscal year ended June 29, 2002 and
              incorporated herein by reference).

      10.8    First Amendment and Consent, dated as of September 17, 2003, to
              the Credit Agreement among Birds Eye Foods, Inc., Birds Eye
              Holdings, Inc., the lenders and other agents from time to time
              party thereto, and JP Morgan Chase Bank (filed as Exhibit 10.1 to
              the Company's Quarterly Report on Form 10-Q Equivalent for the
              first fiscal quarter ended September 27, 2003 and incorporated
              herein by reference).

      10.9    Second Amendment and Consent, dated as of October 19, 2004, to the
              Credit Agreement among Birds Eye Foods, Inc., Birds Eye Holdings,
              Inc., the lenders and other agents from time to time party thereto
              and JPMorgan Chase Bank (filed as Exhibit 10.1 to the Company's
              Quarterly Report on Form 10-Q Equivalent for the first quarter
              ended September 25, 2004 and incorporated herein by reference).

     10.10    Third Amendment and Consent, dated as of May 18, 2005, to the
              Credit Agreement among Birds Eye Foods, Inc., Birds Eye Holdings,
              Inc,. the lenders and other agents from time to time party
              thereto, and JPMorgan Chase Bank (filed as Exhibit 10.10 to the
              Company's Annual Report on Form 10-K Equivalent for the fiscal
              year ended June 25, 2005 and incorporated herein by reference).

    *10.11    Excess Benefit Retirement Plan, as amended (filed as Exhibit 10.27
              to the Company's quarterly report on Form 10-Q for the second
              fiscal quarter ended December 23, 2000, and incorporated herein by
              reference).

    *10.12    Third Amendment to the Birds Eye Foods Excess Benefit Retirement
              Plan (filed as Exhibit 10.12 to the Company's Annual Report on
              Form 10-K Equivalent for the fiscal year ended June 25, 2005 and
              incorporated herein by reference)

    *10.13    Supplemental Executive Retirement Agreement (filed as Exhibit
              10.28 to the Company's quarterly report on Form 10-Q for the
              second fiscal quarter ended December 23, 2000, and incorporated
              herein by reference).

    *10.14    Amendment to the Supplemental Executive Retirement Agreement
              (filed as Exhibit 10.22 to the Company's Annual Report on Form
              10-K Equivalent for the fiscal year ended June 29, 2002 and
              incorporated herein by reference).

    *10.15    Salary Continuation Agreement - Dennis Mullen (filed as Exhibit
              10.24 to the Company's Annual Report on Form 10-K for the fiscal
              year ended June 30, 2001 and incorporated herein by reference).

    *10.16    Master Salaried Retirement Plan, as amended and restated,
              effective January 1, 2001 (filed as Exhibit 10.3 to the Company's
              Quarterly Report on Form 10-Q for the second fiscal quarter ended
              December 29, 2001, and incorporated herein by reference).

    *10.17    Second Amendment to the Birds Eye Foods Master Salaried Retirement
              Plan (filed as Exhibit 10.16 to the Company's Annual Report on
              Form 10-K Equivalent for the fiscal year ended June 28, 2003 and
              incorporated herein by reference).

    *10.18    Third Amendment to the Birds Eye Foods Master Salaried Retirement
              Plan (filed as Exhibit 10.17 to the Company's Annual Report on
              Form 10-K Equivalent for the fiscal year ended June 28, 2003 and
              incorporated herein by reference).

                                        6




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                                  EXHIBIT INDEX

(Continued):

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

    *10.19    Fourth Amendment to the Birds Eye Foods Master Salaried Retirement
              Plan (filed as Exhibit 10.3 to the Company's Quarterly Report on
              Form 10-Q Equivalent for the third fiscal quarter ended March 27,
              2004 and incorporated herein by reference).

    *10.20    Fifth Amendment to the Birds Eye Foods Master Salaried Retirement
              Plan (filed as Exhibit 10.20 to the Company's Annual Report on
              Form 10-K Equivalent for the fiscal year ended June 25, 2005 and
              incorporated herein by reference).

    *10.21    Sixth Amendment to the Birds Eye Foods Master Salaried Retirement
              Plan (filed as Exhibit 10.21 to the Company's Annual Report on
              Form 10-K Equivalent for the fiscal year ended June 25, 2005 and
              incorporated herein by reference).

    *10.22    Agrilink Foods, Inc. Key Severance Plan-A, (filed as Exhibit 10.1
              to the Company's Quarterly Report on Form 10-Q for the third
              fiscal quarter ended March 30, 2002, and incorporated herein by
              reference).

    *10.23    Transitional Services Agreement dated August 19, 2002 (filed as
              Exhibit 99.4 to the Company's Current Report on Form 8-K filed
              September 3, 2002 and incorporated herein by reference).

     10.24    Credit Agreement dated August 19, 2002 between Pro-Fac
              Cooperative, Inc., as borrower, and Agrilink Foods, Inc., as
              lender (filed as Exhibit 99.5 to the Company's Current Report on
              Form 8-K filed September 3, 2002 and incorporated herein by
              reference).

     10.25    Securityholders Agreement dated August 19, 2002 among Agrilink
              Holdings LLC, Pro-Fac Cooperative, Inc., Vestar/Agrilink Holdings
              LLC, and others (filed as Exhibit 99.6 to the Company's Current
              Report on Form 8-K filed September 3, 2002 and incorporated herein
              by reference).

     10.26    Amendment No. 1 to the Securityholders Agreement (filed as Exhibit
              10.22 to the Company's Annual Report on Form 10-K Equivalent for
              the fiscal year ended June 28, 2003 and incorporated herein by
              reference).

     10.27    Amended and Restated Limited Liability Company Agreement of
              Agrilink Holdings LLC dated August 19, 2002 among Agrilink
              Holdings LLC, Pro-Fac Cooperative, Inc., Vestar/Agrilink Holdings
              LLC, and others (filed as Exhibit 99.7 to the Company's Current
              Report on Form 8-K filed September 3, 2002 and incorporated herein
              by reference).

     10.28    Amendment No. 1 to the Amended and Restated Limited Liability
              Company Agreement (filed as Exhibit 10.24 to the Company's Annual
              Report on Form 10-K Equivalent for the fiscal year ended June 28,
              2003 and incorporated herein by reference).

     10.29    Amendment No. 2 to the Amended and Restated Liability Company
              Agreement (filed as Exhibit 10.1 to the Company's Quarterly Report
              on Form 10-Q Equivalent for the third fiscal quarter ended March
              27, 2004 and incorporated herein by reference).

     10.30    Management Agreement dated August 19, 2002 among Agrilink Foods,
              Inc., Agrilink Holdings Inc. and Vestar Capital Partners (filed as
              Exhibit 99.8 to the Company's Current Report on Form 8-K filed
              September 3, 2002 and incorporated herein by reference).

    *10.31    Employment Agreement with Neil Harrison effective September 8,
              2005 (filed as Exhibit 10.31 to the Company's Annual Report on
              Form 10-K Equivalent for the fiscal year ended June 25, 2005 and
              incorporated herein by reference).

    *10.32    Summary of Compensation Arrangements for Named Executive Officers
              and Directors of Birds Eye Foods, Inc. (filed as Exhibit 10.32 to
              the Company's Annual Report on Form 10-K Equivalent for the fiscal
              year ended June 25, 2005 and incorporated herein by reference)

                                        7




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                                  EXHIBIT INDEX

(Continued):

   Exhibit
   Number                                 Description
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      12      Computation of Ratio of Earnings to Fixed Charges (filed herewith)

      14      Code of Ethics Policy (filed as Exhibit 14 to the Company's Annual
              Report on Form 10-K Equivalent for the fiscal year ended June 26,
              2004 and incorporated herein by reference).

      21.1    List of Subsidiaries (filed as Exhibit 21.1 to the Company's
              Annual Report on Form 10-K Equivalent for the fiscal year ended
              June 28, 2003 and incorporated herein by reference).

      24      Power of Attorney (previously filed with the Company's Annual
              Report on Form 10-K Equivalent for the fiscal year ended June 25,
              2005).

      31.1    Section 302 Certification of the Principal Executive Officer
              (filed as Exhibit 31.1 to the Company's Annual Report on Form 10-K
              Equivalent for the fiscal year ended June 25, 2005 and
              incorporated herein by reference).

      31.2    Section 302 Certification of the Principal Financial Officer
              (filed as Exhibit 31.2 to the Company's Annual Report on Form 10-K
              Equivalent for the fiscal year ended June 25, 2005 and
              incorporated herein by reference).

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

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

*Management contracts or compensatory plans.

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