SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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 February 28, 1999

                                       OR

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

For the transition period from                  to                

                         Commission file number 0-16130

                           NORTHLAND CRANBERRIES, INC.
--------------------------------------------------------------------------------

             (Exact name of registrant as specified in its charter)

                Wisconsin                                     39-1583759
--------------------------------------------------------------------------------
(State or other jurisdiction                             (I.R.S. Employer
 of Incorporation or organization)                       Identification No.)

                             800 First Avenue South
                                  P.O. Box 8020
                     Wisconsin Rapids, Wisconsin 54495-8020
--------------------------------------------------------------------------------

                    (Address of principal executive offices)

Registrant's telephone number, including area code  (715)-424-4444 

--------------------------------------------------------------------------------
Former  name,  former  address and former  fiscal  year,  if changed  since last
report.

       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 X No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:

         Indicate by check mark whether the  registrant  has filed all documents
and reports  required to be filed by Sections 12, 13 or 15 (d) of the Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.
Yes            No          

       APPLICABLE  ONLY TO  CORPORATE  ISSUERS:  Indicate  the  number of shares
outstanding  of each of the issuer's  classes of common stock,  as of the latest
practicable date:

Class A Common Stock           March 31, 1999                        19,721,686
-------------------------------------------------------------------------------

Class B Common Stock           March 31, 1999                           636,202
-------------------------------------------------------------------------------



<PAGE>

                           NORTHLAND CRANBERRIES, INC.
                                 FORM 10-Q INDEX



PART I.       FINANCIAL INFORMATION                                       Page

     Item 1.  Financial Statements

              Condensed Consolidated Balance Sheets..........................3

              Condensed Consolidated Statements of Operations..............4-5

              Condensed Consolidated Statements of Cash Flow.................6

              Notes to Condensed Consolidated
                     Financial Statements....................................7

     Item 2.  Management's Discussion and Analysis of Financial
                     Condition and Results of Operations..................8-10

PART II.      OTHER INFORMATION

     Item 4.  Submission of Matters to a Vote of Security Holders...........11

     Item 6.  Exhibits and Reports on Form 8-K..............................12

              SIGNATURE.....................................................13


<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                           NORTHLAND CRANBERRIES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)

                                     ASSETS
                                              (Unaudited)
                                              February 28,       August 31,
                                                  1999              1998   
                                             ------------     -------------
Current assets:                            
     Cash and cash equivalents                $      972       $       633
     Accounts and notes receivable                30,104            22,422
     Inventories                                  88,462            43,811
     Other                                         4,144             1,942
     Deferred income taxes                         2,490             2,490
                                             ------------     -------------
         Total current assets                    126,172            71,298
                                             ------------     -------------
                                                             
Property and equipment - at cost                 199,300           181,994
     Less accumulated depreciation                33,481            29,795
         Net property and equipment              165,819           152,199
                                                             
Investments and other assets                       2,222             2,151
Goodwill and trademarks                           37,436            25,224
                                             ------------     -------------
Total assets                                  $  331,649       $   250,872
                                             ============     =============
                                                          
                                                          
                      LIABILITIES AND SHAREHOLDERS' EQUITY
                                                          
Current liabilities:                                      
     Accounts payable                         $   18,507       $     9,995
     Accrued liabilities                          13,612             7,924
     Current portion of long-term debt             3,942             3,892
                                             ------------     -------------
         Total current liabilities                36,061            21,811
                                                             
Long-term debt                                   131,581            64,276
Deferred income taxes                             10,929            10,915
                                             ------------     -------------
         Total liabilities                       178,571            97,002
                                             ------------     -------------
                                                             
Shareholders' equity:                                        
     Common stock - Class A                          192               191
     Common stock - Class B                            6                 6
     Additional paid-in capital                  145,074           144,477
     Retained earnings                             7,806             9,196
                                             ------------     -------------
         Total shareholders' equity              153,078           153,870
                                             ------------     -------------
Total liabilities and shareholders' equity    $  331,649       $   250,872
                                             ============     =============
                                                             
      See accompanying notes to condensed consolidated financial statements


                                      - 3 -

<PAGE>



                           NORTHLAND CRANBERRIES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                 (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
                                   (Unaudited)



                                                          For the 3 months
                                                          ended February 28,
                                                         1999            1998  
                                                      ---------       ---------


Revenues                                              $  54,955       $  30,296

Cost of sales                                            34,730          17,203
                                                      ---------       ---------

Gross profit                                             20,225          13,093

Costs and expenses:

     Selling, general and administrative                 18,108          10,971

     Interest                                             1,987           1,910
                                                      ---------       ---------

         Total costs and expenses                        20,095          12,881

Income before income taxes                                  130             212

Income taxes                                                 63              97
                                                      ---------       ---------

Net income                                            $      67       $     115
                                                      =========       =========

Basic income per share                                $    0.00       $    0.01
                                                      =========       =========

Diluted income per share                              $    0.00       $    0.01
                                                      =========       =========

      See accompanying notes to condensed consolidated financial statements


                                      - 4 -

<PAGE>



                           NORTHLAND CRANBERRIES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                 (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
                                   (Unaudited)


                                                         For the 6 months
                                                         ended February 28,
                                                        1999            1998  
                                                     ---------      ---------


Revenues                                             $  89,337      $  48,727

Cost of sales                                           55,234         26,017
                                                     ---------      ---------

Gross profit                                            34,103         22,710

Costs and expenses:

     Selling, general and administrative                30,470         18,975

     Interest                                            3,290          3,342
                                                     ---------      ---------

         Total costs and expenses                       33,760         22,317
                                                     ---------      ---------

Income before income taxes                                 343            393

Income taxes                                               155            176
                                                     ---------      ---------

Net income                                           $     188      $     217
                                                     =========      =========

Basic income per share                               $    0.01      $    0.02
                                                     =========      =========
 
Diluted income per share                             $    0.01      $    0.02
                                                     =========      =========


      See accompanying notes to condensed consolidated financial statements


                                      - 5 -

<PAGE>



                           NORTHLAND CRANBERRIES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                                            For the 6 months
                                                                                            ended February 28,
                                                                                         1999                1998  
                                                                                     ---------           ---------
Cash flows from operating activities:
<S>                                                                                  <C>                 <C>      
     Net income                                                                      $     188           $     217
     Adjustments to reconcile net income to net cash
         provided by (used for) operating activities:
              Depreciation and amortization                                              4,174               3,158
              Changes in assets and liabilities:
                  Receivables and other current assets                                  (9,835)             (9,281)
                  Inventories                                                          (28,397)            (10,960)
                  Accounts payable and accrued expenses                                  1,821               4,468
                  Deferred income taxes                                                    187                 128 
                                                                                     ---------           ---------
                         Net cash used for operating
                            activities                                                 (31,862)            (12,270)
                                                                                     ---------           ---------

Investing activities:
     Acquisition of business                                                           (29,281)                  0
     Property and equipment additions, net                                              (3,737)             (4,265)
     Other                                                                                (518)               (120)
                                                                                     ---------           ---------
                   Net cash used for investing
                      activities                                                       (33,536)             (4,385)
                                                                                     ---------           ---------

Financing activities:
     Increase in debt                                                                   66,990              17,851
     Dividends paid                                                                     (1,577)             (1,104)
     Exercise of stock options                                                             359                  57
     Other                                                                                 (35)               (173)
                   Net cash provided by financing
                       activities                                                       65,737              16,631

Net increase (decrease) in cash and cash equivalents                                       339                 (24)

Cash and cash equivalents:
     Beginning of period                                                                   633                 231 
                                                                                     ---------           ---------

     End of period                                                                   $     972           $     207 
                                                                                     =========           =========

Supplemental disclosures of cash flow information: Cash paid for: 
         Interest (net of amount capitalized)                                        $   3,178           $   3,385
                                                                                     =========           =========
      See accompanying notes to condensed consolidated financial statements

</TABLE>

                                      - 6 -

<PAGE>



                           NORTHLAND CRANBERRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1     BASIS OF PRESENTATION


       The condensed consolidated financial statements included herein have been
prepared by the Company without audit,  pursuant to the rules and regulations of
the  Securities  and Exchange  Commission.  In the opinion of the  Company,  the
foregoing  statements  contain all  adjustments  necessary to present fairly the
financial  position of the Company as of February 28,  1999,  and its results of
operations  and cash flows for the three- and six-month  periods ended  February
28, 1999 and 1998, respectively.  The Company's consolidated balance sheet as of
August 31,  1998  included  herein has been  taken  from the  Company's  audited
financial  statements  of that date  included  in the  Company's  latest  annual
report.

       Certain  information  and  footnote   disclosures  normally  included  in
financial  statements  prepared in accordance with generally accepted accounting
principles have been omitted  pursuant to such rules and  regulations,  although
the Company  believes that the  disclosures are adequate to make the information
presented  not  misleading.  It is  suggested  that  these  condensed  financial
statements  can be read in  conjunction  with the financial  statements  and the
notes thereto included in the Company's latest annual report.

       The   Company   periodically   reviews   long-lived   assets   to  assess
recoverability  and  impairments  will be recognized  in operating  results if a
permanent diminution in value were to occur.


NOTE 2     ACQUISITIONS

       On December 29, 1998, the Company  completed the acquisition of the juice
division  of Seneca  Foods  Corporation.  The  purchase  included  bottling  and
packaging  facilities  located  in  New  York,  North  Carolina  and  Wisconsin;
warehousing  in  Michigan;  and a  grape  receiving  station  in New  York.  The
preliminary  purchase price for the acquisition was approximately  $29.3 million
in cash based on the value of "net assets" purchased.

       On March 1, 1999,  in the  Company's  fiscal third  quarter,  the Company
acquired from Congress Financial Corporation (Northwest) certain assets formerly
owned by Clermont,  Inc.,  a producer  and seller of  cranberry  and other fruit
concentrates, for $6.9 million in cash and 367,287 shares of the Company's Class
A Common Stock with a value of $3.0 million on the date of closing.

                                      - 7 -

<PAGE>


ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

       Total  revenues for the three  months ended  February 28, 1999 were $55.0
million,  an 81.5%  increase  over revenues of $30.3 million in the prior year's
second  quarter.  Revenues  for the  six-month  period  ended  February 28, 1999
increased  83.4% to $89.3 million from $48.7  million  during the same period in
fiscal 1998.  The increased  fiscal 1999 revenues were  primarily due to private
label sales generated by our recently acquired  subsidiary,  Minot Food Packers,
Inc.,  and the  business  activity  associated  with the  former  eastern  juice
division of Seneca  Foods  Corporation,  which we acquired on December 29, 1998.
Sales of our  Northland  brand  100%  juice  products  also  contributed  to the
increased  revenues.  Trade  industry data for the 12-week period ended February
28, 1999,  shows that our Northland  brand 100% juice products  achieved a 12.8%
market  share of  supermarket  shelf-stable  cranberry  beverages  on a national
basis,  up slightly  from a 12.7% market share for the same period last year. We
continue to experience  intense  competition  in our efforts to develop  private
label accounts and sales of concentrate and bulk frozen fruit.

       Cost of sales for the  second  quarter of fiscal  1999 was $34.7  million
compared to $17.2  million for the second  quarter of fiscal 1999,  resulting in
gross margins of 36.8% and 43.2% in each  respective  period.  Cost of sales for
the six-month period ended February 28, 1999 was $55.2 million compared to $26.0
million in the same period in fiscal 1998 with gross margins of 38.2% and 46.6%,
respectively.  The decrease in gross margin in fiscal 1999 was  primarily due to
our changing product mix. Fiscal 1999 revenues included a significant  amount of
lower margin  private label sales due to the  acquisition of Minot Food Packers,
Inc.  compared to minimal  private label sales in fiscal 1998. Our gross margins
during the  remainder of fiscal 1999 will be dependent  upon our product mix and
existing market conditions.

       Selling, general and administrative expenses were $18.1 million, or 33.0%
of total revenues,  for the three-month  period ended February 28, 1999 compared
to $11.0  million,  or 36.2%of total  revenues in the prior year's second fiscal
quarter.  Selling,  general and administrative  expenses were $30.5 million,  or
34.1% of total  revenues,  for the  six-month  period  ended  February 28, 1999,
compared to $19.0 million, or 38.9% of total revenues, during the same period in
the prior  fiscal year.  This  increase in selling,  general and  administrative
expenses  was  primarily  attributable  to (i) costs  related to our  aggressive
marketing  campaign to support the development and growth of our Northland brand
100% juice  products;  (ii) expenses to support private label sales generated by
our recently acquired subsidiary,  Minot Food Packers,  Inc.; and (iii) expenses
to support our newly acquired  Seneca brand. We plan to continue to aggressively
promote our juice products throughout the fiscal year.

       Interest  expense was $2.0  million  and $3.3  million for the three- and
six-month  periods  ended  February  28, 1999  compared to $1.9 million and $3.3
million  during the same periods in fiscal 1998.  Consistent  with  expectations
given our  aggressive  promotional  activity  in  support of our  branded  juice
products, net income and per share earnings for the three- and six-month periods
ended February 28, 1999 were $67,000, or

                                                       - 8 -

<PAGE>


ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS (CONT.)


$0.00 per share,  and $188,000,  or $0.02 per share,  respectively,  from fiscal
1998  second  quarter  and  first  half net  income  and per share  earnings  of
$115,000, or $0.01 per share, and $217,000, or $0.02 per share, respectively.

FINANCIAL CONDITION

       Net cash used for operating activities was $31.9 million in the first six
months of fiscal 1999 compared to $12.3 million used for operating activities in
the same period in fiscal 1998.  Net cash used for operating  activities  during
the first six  months of fiscal  1999 was the  result of  increases  in  current
assets and  liabilities  in the ordinary  course of business  during the period.
Inventory increased $28.4 million due to the fall harvest of the Company's crop,
the purchase of raw cranberries  from other  independent  cranberry  growers and
increased raw  materials and finished  goods  inventories  to support  increased
branded juice sales. Accounts receivable and other current assets increased $9.8
million  primarily  due to accounts  receivable  generated  from  operating  the
recently acquired Seneca juice business. Working capital increased $40.6 million
to $90.1  million at  February  28, 1999  compared  to working  capital of $49.5
million at August 31, 1998.  Our current ratio  increased to 3.5 to 1.0 from 3.3
to 1.0 at August 31, 1998.

       Net cash used for  investing  activities  increased  during the six-month
period  ended  February 28, 1999 to $33.5  million from $4.4 million  during the
same period in the prior fiscal year. The increase was principally the result of
the  acquisition  of the eastern juice  division of Seneca Foods  Corporation on
December 29, 1998 for approximately $29.3 million.

       Net cash  provided  by  financing  activities  was $65.7  million  in the
six-month  period ended February 28, 1999,  compared to $16.6 million during the
same period in the prior fiscal year.  Our debt  increased  $67.0 million in the
first six months of fiscal 1999  primarily due to financing the  acquisition  of
the Seneca  juice  business,  and  seasonal and growth  working  capital  needs.
Working  capital  was $90.1  million at February  28,  1999  compared to working
capital of $49.5 million at August 31, 1998. Our total debt  (including  current
portion)  was $135.5  million at February  28,  1999 for a total  debt-to-equity
ratio of 0.89 to 1.00  compared  to  total  debt of  $68.2  million  and a total
debt-to-equity  ratio  of 0.44 to  1.00 at  August  31,  1998.  We  utilize  our
revolving bank credit facility, together with cash generated from operations, to
fund our working capital  requirements  throughout the fiscal year. On March 15,
1999, we entered into a new credit  facility with a syndicate of regional  banks
to refinance our existing bank credit  facility and increase our revolving  line
of credit  availability  to $140  million  until March 2002.  As of February 28,
1999, the principal amount  outstanding  under our new revolving credit facility
was $112.3 million,  with an additional $27.7 million available under our credit
facilities. We believe our credit facilities,  together with cash generated from
operations,  are  sufficient  to fund our  ongoing  operational  needs  over the
remainder of fiscal 1999.


                                      - 9 -

<PAGE>


ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS (CONT.)


       On December 29, 1998 we completed the  acquisition  of the juice division
of Seneca Foods  Corporation.  The  purchase  included  bottling  and  packaging
facilities  located in New York,  North  Carolina  and  Wisconsin;  a  warehouse
facility in Michigan;  and a grape  receiving  station in New York. The purchase
price for the acquisition was approximately  $29.3 million in cash, based on the
value of the "net  assets"  we  acquired.  The  preliminary  purchase  price was
borrowed under our revolving credit facility.

       On March 1, 1999 we  acquired  certain  assets  from  Congress  Financial
Corporation (Northwest) which were formerly owned by Clermont,  Inc., a producer
and seller of cranberry and other fruit  concentrates,  for $6.9 million in cash
and  367,287  shares of  Northland's  Class A Common  Stock with a value of $3.0
million on the date of  closing.  The assets  acquired  include a  concentrating
facility in Cornelius,  Oregon;  certain equipment;  and inventory consisting of
cranberry and other fruit concentrates.




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


                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
                -------------------------------------------------

              Certain  matters  discussed in this Form 10Q are  "forward-looking
       statements," including statements about the Company's future plans, goals
       and other  events  which  have not yet  occurred.  These  statements  are
       intended to qualify for the safe harbors from  liability  established  by
       the Private Securities  Litigation Reform Act of 1995. They can generally
       be identified  because the context of such  statements will include words
       such as "believes," "anticipates," "expects," or words of similar import.
       Whether or not these  forward-looking  statements will be accurate in the
       future  will  depend  on  certain  risks  and  factors   including  risks
       associated  with (I)  development,  market  share  growth  and  continued
       consumer  acceptance  of  the  Company's  branded  juice  products;  (ii)
       integration  of the operations of Minot Food Packers,  Inc.,  acquired in
       fiscal 1998, and the juice division of Seneca Foods Corporation, acquired
       on December 29, 1998; (iii) strategic actions of Northland's  competitors
       in pricing,  marketing and  advertising;  and (iv)  agricultural  factors
       affecting  Northland's crop and the crop of other North American growers.
       These and other risks and factors that should be  considered  are further
       set forth in the  Company's  Form S-3  Registration  Statement  (No. 333-
       53173) filed with the Securities and Exchange Commission on May 20, 1998.
       Readers  should  consider these risks and factors and the impact they may
       have when evaluating these forward-looking  statements.  These statements
       are based only on management's  knowledge and expectations on the date of
       this Form 10-Q. The Company will not necessarily  update these statements
       or other  information  in this  Form  10-Q  based  on  future  events  or
       circumstances.

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


                                     - 10 -

<PAGE>


                           PART II - OTHER INFORMATION


ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


       At the Company's annual meeting of shareholders  held on January 6, 1999,
John C. Seramur, Jeffrey J. Jones, John Swendrowski,  Patrick F. Brennan, Robert
E. Hawk, LeRoy J. Miles and Pat Richter were elected as directors of the Company
for terms  expiring at the 2000 annual meeting of  shareholders  and until their
successors  are duly  qualified and elected.  As of the November 25, 1998 record
date for the  annual  meeting,  19,115,484  shares  of Class A Common  Stock and
636,202 shares of Class B Common Stock were outstanding and eligible to vote. Of
these,  17,807,827  shares  of Class A Common  Stock  and all  shares of Class B
Common  Stock  voted at the  meeting  in person or by proxy.  Class A shares are
entitled  to one vote each,  while  Class B shares are  entitled  to three votes
each.  The following  table sets forth certain  information  with respect to the
election of directors at the annual meeting:

                                                                 Shares
   Name of Nominee                Shares Voted For         Withholding Authority
   ---------------                ----------------         ---------------------
   John C. Seramur                  19,662,016                   54,417
   Jeffrey J. Jones                 19,665,966                   50,467
   John Swendrowski                 19,661,461                   54,972
   Patrick F. Brennan               19,662,316                   54,117
   Robert E. Hawk                   19,667,270                   49,163
   LeRoy J. Miles                   19,666,816                   49,617
   Pat Richter                      19,659,386                   57,117

       The tabulation votes for the election of directors  resulted in no broker
non-votes or abstentions.




                                     - 11 -

<PAGE>




ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

a.     Exhibits

       Exhibits  filed  with this Form 10-Q  report are  incorporated  herein by
reference to the Exhibit Index accompanying this report.

b.     Form 8-K

       We filed the following  Current  Reports on Form 8-K with the  Securities
and Exchange  Commission  during the second quarter of fiscal 1999 and the third
quarter of fiscal 1999 through the date of this Quarterly Report on Form 10-Q:

<TABLE>
<CAPTION>

DATE FILED              DATE OF REPORT                         ITEM
----------              --------------                         -----

<S>                     <C>                          <C>                     
March 15, 1999          December 30, 1998            Item 7 - Financial Statements
                                                     related to the Acquisition of Juice
                                                     Division of Seneca Foods
                                                     Corporation

January 13, 1999        December 30, 1998            Item 2 - Acquisition of Juice
                                                     Division of Seneca Foods
                                                     Corporation

</TABLE>

                                     - 12 -

<PAGE>


                                    SIGNATURE

       Pursuant to the requirements of the Securities  Exchange Act of 1934, the
Company  has  duly  caused  this  report  to be  signed  on  its  behalf  by the
undersigned Chief Financial Officer thereunto duly authorized.

                                            NORTHLAND CRANBERRIES, INC.

DATE: April 14, 1999                        By: /s/ John Pazurek        
                                            John Pazurek
                                            Chief Financial Officer

                                     - 13 -

<PAGE>

                                  EXHIBIT INDEX

Exhibit No.                           Description

(10)           Credit  Agreement,  dated  as of March  15,  1999,  by and  among
               Northland  Cranberries,  Inc., various financial institutions and
               Firstar Bank Milwaukee, N.A. as Agent.

(27)           Financial Data Schedule