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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   ----------

                             Form 10-K/A Equivalent
                                (Amendment No. 2)
    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 March 20, 2006, Birds Eye Foods, Inc. filed a Form 10-K/A Equivalent
(Amendment No. 1) (the "2005 Form 10-K/A-1 Equivalent"), to amend its Annual
Report on Form 10-K Equivalent for its fiscal year ended June 25, 2005, which
was filed on September 23, 2005 (as amended by the 2005 Form 10-K/A-1
Equivalent, the "2005 Form 10-K Equivalent"). This Form 10-K/A Equivalent
(Amendment No. 2) is being filed to amend the 2005 Form 10-K/A-1 Equivalent to
include Exhibit 31 - Certifications Required by Rule 13a-14(a) or Rule 15d-14(a)
of the Securities Exchange Act of 1934, as amended. No other amendments or
changes have been made to the 2005 Form 10-K Equivalent or to the 2005 Form
10-K/A-1 Equivalent.

                                       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 29, 2006              By:   /s/        Earl L. Powers
                                        ----------------------------------------
                                                   Earl L. Powers
                                              Executive Vice President and
                                        Chief Financial Officer and Secretary
                                            (Principal Financial Officer)

Date: March 29, 2006              By:   /s/        Linda K. Nelson
                                        ----------------------------------------
                                                   Linda K. Nelson
                                              Vice President and Controller
                                          (On Behalf of the Registrant and as
                                             Principal Accounting Officer)

                                       4




<PAGE>

                                  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
         -------   -------------------------------------------------------------

          12       Computation of Ratio of Earnings to Fixed Charges (filed as
                   Exhibit 12 to the Company's 10-K/A Equivalent (Amendment No.
                   1) for the fiscal year ended June 25, 2005 and incorporated
                   herein by reference)

          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 herewith).

          31.2     Section 302 Certification of the Principal Financial Officer
                   (filed herewith).

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

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

*Management contracts or compensatory plans.

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