UNITED STATES
                       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, 2003
                               ---------------------------------

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 AND 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 of             (I.R.S. Employer Identification No.)
Incorporation or organization)

                             2930 Industrial Street
                                  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
                                             ---   ---

     Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2). Yes    No X
                           ---   ---

     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                 April 14, 2003                   91,548,580


                                       1
<PAGE>

                           NORTHLAND CRANBERRIES, INC.
                                 FORM 10-Q INDEX



PART I.  FINANCIAL INFORMATION                                              PAGE


     Item 1.   Financial Statements.....................................    3

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

               Condensed Consolidated Statements of Operations..........    4

               Condensed Consolidated Statements of Cash Flows..........    5

               Condensed Consolidated Statement of Shareholders' Equity.    6

               Notes to Condensed Consolidated Financial Statements.....  7 - 14

     Item 2.   Management's Discussion and Analysis of Financial
                        Condition and Results of Operations............. 15 - 20

     Item 3.   Quantitative and Qualitative Disclosure About
                        Market Risk.....................................    20

     Item 4.   Controls and Procedures..................................    20

PART II. OTHER INFORMATION

     Item 1.   Legal Proceedings........................................    21

     Item 2.   Changes in Securities and Use of Proceeds................    21

     Item 3.   Defaults Upon Senior Securities..........................    21

     Item 4.   Submission of Matters to a Vote of Security Holders......    22

     Item 6.   Exhibits and Reports on Form 8-K.........................    22

               SIGNATURE................................................    23

               Certifications........................................... 24 - 25

               Exhibit Index............................................    26


                                       2
<PAGE>

<TABLE>
<CAPTION>
                                             PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
--------------------------------------------------------------------------------------------------------------------------

                                               NORTHLAND CRANBERRIES, INC.
                                        CONDENSED CONSOLIDATED BALANCE SHEETS
                                    (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                     (Unaudited)

                                                                                   February 28,         August 31,
                                                                                       2003                2002
                                                                                    ---------           ---------
                                     ASSETS
<S>                                                                                   <C>                 <C>
Current assets:
   Cash and cash equivalents                                                          $   380             $   264
   Accounts receivable - net                                                            6,468               7,498
   Current portion of note receivable and accounts receivable - other                  10,360              10,190
   Inventories                                                                         22,829              18,273
   Prepaid expenses and other current assets                                              959                 606
   Assets held for sale                                                                 2,611               3,100
                                                                                    ---------           ---------
      Total current assets                                                             43,607              39,931
Note receivable, less current portion                                                  16,000              18,500
Property and equipment - net                                                           62,092              63,836
Other assets                                                                              491                 825
Debt issuance cost - net                                                                3,073               3,793
                                                                                    ---------           ---------

      Total assets                                                                  $ 125,263           $ 126,885
                                                                                    =========           =========

                                       LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Revolving line of credit facility                                                 $  5,533             $   560
   Accounts payable                                                                    11,163               7,905
   Accrued liabilities                                                                  6,521               9,028
   Current maturities of long-term debt                                                14,717              15,568
                                                                                    ---------           ---------
      Total current liabilities                                                        37,934              33,061
Long-term debt, less current maturities                                                46,686              54,532
                                                                                    ---------           ---------
      Total liabilities                                                                84,620              87,593
                                                                                    ---------           ---------
Shareholders' equity:
   Common stock - Class A, $.01 par value, 91,548,580 shares
     issued and outstanding                                                               915                 915
   Redeemable preferred stock - Series B, $.01 par value, 100 shares issued
     and outstanding                                                                        0                   0
   Additional paid-in capital                                                         154,902             154,902
   Accumulated deficit                                                               (115,174)           (116,525)
                                                                                    ---------           ---------
      Total shareholders' equity                                                       40,643              39,292
                                                                                    ---------           ---------
   Total liabilities and shareholders' equity                                       $ 125,263           $ 126,885
                                                                                    =========           =========

                                See notes to condensed consolidated financial statements.
</TABLE>


                                                           3
<PAGE>

<TABLE>
<CAPTION>
                                                       NORTHLAND CRANBERRIES, INC.
                                          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                           (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                             (Unaudited)

                                                                For the Three Months Ended            For the Six Months Ended
                                                               February 28,     February 28,       February 28,     February 28,
                                                                   2003             2002               2003             2002
                                                               ------------     ------------       ------------     ------------
<S>                                                             <C>               <C>                <C>              <C>
Net revenues                                                    $ 24,846          $23,975            $ 46,585         $ 54,291

Cost of sales                                                    (16,550)         (16,676)            (31,715)         (37,409)
                                                                --------          -------            --------         --------
Gross profit                                                       8,296            7,299              14,870           16,882

Selling, general and administrative expenses                      (7,465)          (6,551)            (14,059)         (12,472)
Other income (Note 4)                                                  0                0               1,500                0
                                                                --------          -------            --------         --------

Income from operations                                               831              748               2,311            4,410

Interest expense                                                  (1,036)          (1,190)             (2,076)          (4,280)
Interest income                                                      542              629               1,116            1,279
Gain on forgiveness of indebtedness                                    0                0                   0           83,299
                                                                --------          -------            --------         --------

Income before income taxes                                           337              187               1,351           84,708

Income tax expense                                                     0                0                   0          (32,800)
                                                                --------          -------            --------         --------

Net income                                                      $    337          $   187            $  1,351         $ 51,908
                                                                ========          =======            ========         ========
Net income per common share:
  Basic:                                                        $   0.00          $  0.00            $   0.01         $   1.34
  Diluted:                                                      $   0.00          $  0.00            $   0.01         $   0.79

Shares used in computing net income per share:
  Basic                                                       91,548,580       60,952,355          91,548,580       38,796,832
  Diluted                                                    101,050,054      100,988,773         101,088,141       65,618,885

                                See notes to condensed consolidated financial statements.

</TABLE>

                                                                      4
<PAGE>

<TABLE>
<CAPTION>
                                                  NORTHLAND CRANBERRIES, INC.
                                        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                    (DOLLARS IN THOUSANDS)
                                                          (Unaudited)
                                                                                      For the Six Months Ended
                                                                                  February 28,        February 28,
                                                                                      2003                2002
                                                                                  ------------        ------------
<S>                                                                                 <C>                <C>
Operating activities:
   Net income                                                                       $  1,351           $ 51,908
   Adjustments to reconcile net income to net cash
     provided by operating activities:
         Depreciation and amortization of property and equipment                       1,798              2,046
         Amortization of debt issuance costs and debt discount                           853                658
         Gain on forgiveness of indebtedness (net of income taxes
           of $32,800)                                                                     0            (50,499)
         Changes in assets and liabilities:
            Receivables, prepaid expenses and other current assets                     1,374              3 132
            Inventories                                                               (4,556)             3,056
            Accounts payable and accrued liabilities                                     589                604
                                                                                    --------           --------
         Net cash provided by operating activities                                     1,409             10,905
                                                                                    --------           --------

Investing activities:
   Collections on note receivable                                                      2,000              1,000
   Property and equipment purchases                                                     (355)              (116)

   Proceeds from disposals of assets held for sale and of
      property and equipment                                                             757              1,470
                                                                                    --------           --------
         Net cash provided by investing activities                                     2,402              2,354
                                                                                    --------           --------

Financing activities:
   Net increase in borrowings under revolving line of credit facility                  4,973              5,361
   Proceeds from issuance of long-term debt                                                0             20,000
   Payments on long-term debt and other obligations                                   (8,668)            (4,268)
   Net payment in settlement of revolving credit facility                                  0            (39,773)
   Payments for debt issuance costs                                                        0             (1,259)
   Proceeds from issuance of preferred stock                                               0              2,942
                                                                                    --------           --------

         Net cash used in financing activities                                        (3,695)           (14,379)
                                                                                    --------           --------

Net increase (decrease) in cash and cash equivalents                                     116             (1,120)
Cash and cash equivalents, beginning of period                                           264              1,487
                                                                                    --------           --------

Cash and cash equivalents, end of period                                            $    380           $    367
                                                                                    ========           ========

                               See notes to condensed consolidated financial statements.
</TABLE>


                                                            5
<PAGE>

<TABLE>
<CAPTION>
                                                  NORTHLAND CRANBERRIES, INC.
                                   CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                                              SIX MONTHS ENDED FEBRUARY 28, 2003
                                                    (DOLLARS IN THOUSANDS)
                                                         (Unaudited)



                                                                                                          Total
                                              Common Stock -     Additional        Accumulated        Shareholders'
                                                 Class A      Paid-in Capital        Deficit              Equity

<S>                                               <C>           <C>               <C>                    <C>
BALANCE, AUGUST 31, 2002                          $ 915         $ 154,902         $ (116,525)            $ 39,292

    Net income                                        0                 0              1,351                1,351
                                                  -----         ---------         ----------             --------

BALANCE, FEBRUARY 28, 2003                        $ 915         $ 154,902         $ (115,174)            $ 40,643
                                                  =====         =========         ==========             ========


                                See notes to condensed consolidated financial statements.

</TABLE>


                                                            6
<PAGE>

                           NORTHLAND CRANBERRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   BASIS OF PRESENTATION

     The accompanying condensed consolidated financial statements have been
     prepared by Northland Cranberries, Inc. (collectively with its
     subsidiaries, the "Company") pursuant to the rules and regulations of the
     Securities and Exchange Commission and reflect normal and recurring
     adjustments, which are, in the opinion of the Company, considered necessary
     to present fairly the financial position of the Company as of February 28,
     2003 and August 31, 2002 and its related results of operations for the
     three month and six month periods ended February 28, 2003 and 2002,
     respectively, and cash flows for the six months ended February 28, 2003 and
     2002, respectively. As permitted by these regulations, these condensed
     consolidated financial statements do not include all information required
     by accounting principles generally accepted in the United States of America
     to be included in an annual set of financial statements, however, the
     Company believes that the disclosures are adequate to make the information
     presented not misleading. The Company's condensed consolidated balance
     sheet as of August 31, 2002 was derived from the Company's latest audited
     consolidated financial statements. It is suggested that the accompanying
     condensed consolidated financial statements be read in conjunction with the
     latest audited consolidated financial statements and the notes thereto
     included in the Company's Annual Report on Form 10-K for the fiscal year
     ended August 31, 2002.

     Business Risks - Prices paid to growers for raw cranberries are effectively
     determined by Ocean Spray, the industry leader, which controls the bulk of
     the cranberry supply in North America.

     On November 6, 2001, as described in Note 2, the Company completed a debt
     and equity restructuring. Management believes, as a result of the
     restructuring, the Company's debt facilities and expected cash flows from
     operations will be sufficient to support the Company's liquidity
     requirements for the remainder of the year ending August 31, 2003, and the
     foreseeable future.

     Net Income Per Common Share - Net income per common share is calculated in
     accordance with Statement of Financial Accounting Standard ("SFAS") No.
     128, "Earnings Per Share." Basic net income per common share is computed by
     dividing net income by the weighted average number of common shares
     outstanding. Diluted net income per common share is computed by dividing
     net income by the weighted average number of common shares outstanding
     increased by the number of dilutive potential common shares based on the
     treasury stock method.

     The weighted average shares outstanding used in calculating net income per
     common share for the three month and six month periods ended February 28,
     2003 and 2002 consisted of the following:

                                       7
<PAGE>

<TABLE>
<CAPTION>
                                        Three Months Ended                   Six Months Ended
                                           February 28,                         February 28,
                                      2003             2002                2003             2002
                                      ----             ----                ----             ----
<S>                                 <C>              <C>                 <C>               <C>
Basic:
  Shares outstanding
     beginning of period            91,548,580       49,826,455          91,548,580        5,084,606
  Issuance of fractional shares
    due to reverse stock split                                                                   167
  Issuance of new shares                             11,125,900                           33,712,059
                                   ----------------------------         ----------------------------
Total                               91,548,580       60,952,355          91,548,580       38,796,832

Effect of dilution:
  Convertible preferred stock                -       30,596,225                   -       20,799,931
  Warrants                           5,024,714        5,018,430           5,028,620        3,176,848
  Options                            4,476,760        4,421,763           4,510,941        2,845,274
                                   ----------------------------         ----------------------------
     Diluted                       101,050,054      100,988,773         101,088,141       65,618,885
                                   ----------------------------         ----------------------------

</TABLE>

     The shares outstanding used to compute the diluted earnings per share for
     the three months and six months ended February 28, 2003 exclude outstanding
     options to purchase 645,525 shares of Class A Common Stock. The options
     were excluded because their weighted average exercise prices were greater
     than the average market price of the common shares and their inclusion
     would have been antidilutive.

     New Accounting Standards - Effective in the first quarter of fiscal 2003
     the Company adopted the following Statements of Financial Accounting
     Standards ("SFAS"): (i) SFAS No. 143, "Accounting For Asset Retirement
     Obligations," (ii) SFAS No. 144, "Accounting for the Impairment or Disposal
     of Long-Lived Assets," and (iii) SFAS No. 145, "Rescission of Financial
     Accounting Standards Board ("FASB") Statements No. 4, 44 and 64, Amendment
     of FASB Statement No. 13 and Technical Corrections."

     SFAS No. 143 addresses financial accounting and reporting for obligations
     associated with the retirement of tangible long-lived assets and the
     associated asset retirement costs. It applies to legal obligations
     associated with the retirement of long-lived assets that result from the
     acquisition, construction, development and (or) the normal operation of a
     long-lived asset, except for certain obligations of lessees. SFAS No. 143
     requires entities to record the fair value of a liability for an asset
     retirement obligation in the period the asset was acquired. When the
     liability is initially recorded, the entity capitalizes a cost by
     increasing the carrying amount of the related long-lived asset. Over time,
     the liability is accreted to its present value each period and the
     capitalized cost is depreciated over the estimated useful life of the
     related asset. Upon settlement of the liability, an entity either settles
     the obligation for its recorded amount or incurs a gain or loss upon
     settlement. The adoption of SFAS No. 143 did not have a material impact on
     the consolidated financial statements.

     SFAS No. 144 was issued in October 2001 and supersedes SFAS No. 121,
     "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
     Assets to Be Disposed Of," and the accounting and reporting provisions of
     Accounting Principles Board Opinion No. 30, "Reporting the Results of
     Operations - Reporting the Effects of Disposal of a Segment of a Business,
     and Extraordinary, Unusual and Infrequently Occurring Events and
     Transaction." SFAS No. 144 also amends Accounting Research Bulletin No. 51,
     "Consolidated Financial Statements," to eliminate the exception to
     consolidation for a subsidiary for which control is likely to be temporary.
     SFAS
                                       8
<PAGE>

     No. 144 requires that one accounting model be used for long-lived assets to
     be disposed of by sale, whether previously held and used or newly acquired.
     SFAS No. 144 also broadens the presentation of discontinued operations to
     include more disposal transactions. The adoption of SFAS No. 144 did not
     have a material impact on the consolidated financial statements.

     SFAS No. 145 requires that gains and losses from the early extinguishment
     of debt are now classified as an extraordinary item only if they meet the
     "unusual and infrequent" criteria contained in Accounting Principles Board
     Opinion ("APBO") No. 30. In addition, upon adoption of SFAS No. 145, all
     gains and losses from early extinguishment of debt that had previously been
     classified as an extraordinary item are to be reassessed to determine if
     they would have met the "unusual and infrequent" criteria of APBO No. 30;
     any such gain or loss that would not have met the APBO No. 30 criteria are
     retroactively reclassified and reported as a component of income before
     extraordinary item. The Company, in adopting this standard, has now
     classified the gain on debt forgiveness in fiscal 2002 as a component of
     income before income taxes.

     On November 25, 2002, the FASB issued Interpretation No. 45, "Guarantor's
     Accounting and Disclosure Requirements for Guarantees, Including Indirect
     Guarantees of Indebtedness of Others," which elaborates on the disclosures
     to be made by a guarantor about its obligations under certain guarantees
     issued. It also clarifies that a guarantor is required to recognize, at the
     inception of a guarantee, a liability for the fair value of the obligation
     undertaken in issuing the guarantee. The Interpretation expands on the
     accounting guidance of SFAS No. 5, "Accounting for Contingencies," SFAS No.
     57, "Related-Party Disclosures," and SFAS No. 107, "Disclosures about Fair
     Value of Financial Instruments." The Interpretation also incorporates,
     without change, the provisions of FASB Interpretation No. 34, "Disclosure
     of Indirect Guarantees of Indebtedness of Others," which it supersedes. The
     Interpretation identifies several situations where the recognition of a
     liability at inception for a guarantor's obligation is not required. The
     initial recognition and measurement provisions of Interpretation 45 apply
     on a prospective basis to guarantees issued or modified after December 31,
     2002, regardless of the guarantor's fiscal year end. The disclosures are
     effective for financial statements of interim and annual periods ending
     after December 15, 2002. The adoption of the disclosure requirements of
     this interpretation did not have a material impact on the consolidated
     financial statements.

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
     Compensation - Transition and Disclosure." SFAS No. 148 provides
     alternative methods of transition for a voluntary change to the fair value
     method of accounting for stock-based employee compensation as originally
     provided by SFAS No. 123, "Accounting for Stock-Based Compensation."
     Additionally, SFAS No. 148 amends the disclosure requirements of SFAS No.
     123 to require prominent disclosure in both the annual and interim
     financial statements about the method of accounting for stock-based
     compensation and the effect of the method used on reported results. The
     transitional requirements of SFAS No. 148 are effective for all financial
     statements for fiscal years ending after December 15, 2002. The disclosure
     requirements are effective for interim periods beginning after December 31,
     2002. The Company does not expect the adoption of SFAS No. 148 will have a
     material impact on the consolidated financial statements.

     Reclassifications - Certain amounts previously reported have been
     reclassified to conform to the current presentation.

                                       9
<PAGE>

2.   DEBT AND EQUITY RESTRUCTURING

     On November 6, 2001 (during the first quarter of fiscal 2002), the Company
     completed a debt and equity restructuring. The debt restructuring was
     accomplished through the exchange by the participants of the Company's then
     current bank group of approximately $153,754,000 of total outstanding
     revolving credit agreement indebtedness for an aggregate cash payment of
     $38,388,000, as well as by the Company's issuance of revised debt
     obligations with an aggregate stated principal amount of $25,714,000 and
     7,618,987 shares of newly-issued Class A Common Stock which represented
     approximately 7.5% of the Company's then fully-diluted common shares to
     certain bank group members which decided to continue as lenders to the
     Company. The debt restructuring occurred pursuant to an agreement for the
     assignment and assumption by Sun Northland, LLC ("Sun Northland"), an
     affiliate of Sun Capital Partners Inc., of the Company's bank group
     indebtedness. Sun Northland then invested approximately $7,000,000 of
     equity capital into the Company together with the assignment of Sun
     Northland's rights to the Company's bank debt (of which approximately
     $81,219,000 was forgiven for financial reporting purposes) in exchange for
     37,122,695 shares of newly-issued Class A Common Stock, 1,668,885 shares of
     newly-created, convertible Series A Preferred Stock, and 100 shares of
     newly created Series B Preferred Stock, which together represented
     approximately 77.5% of the Company's then fully-diluted common shares. The
     1,668,885 shares of the Series A Preferred Stock were subsequently
     converted into 41,722,125 shares of Class A Common Stock of the Company.
     The 100 shares of Series B Preferred Stock were subsequently transferred by
     Sun Northland, LLC for nominal consideration to a limited liability company
     whose managing member is the Company's Chief Executive Officer and whose
     members include among others certain officers of the Company.

     In addition, on November 6, 2001, the Company restructured and modified the
     terms of approximately $20,680,000 in outstanding borrowings under two term
     loans with an insurance company.

     Financing for the debt restructuring, and for additional working capital,
     was provided by Foothill Capital Corporation ("Foothill") and Ableco
     Finance LLC ("Ableco"). Foothill and Ableco provided the Company with $20
     million in term loan financing and a new $30 million revolving credit
     facility. As part of the consideration to Foothill and Ableco to provide
     the new credit facilities to the Company, Foothill and Ableco received
     warrants to purchase a total of 5,086,106 shares of Class A Common Stock,
     or approximately 5% of the Company's then fully-diluted common shares, at
     an exercise price of $0.01 per share. The warrants expire on November 6,
     2011. The Company also issued non-interest bearing fee notes to Foothill
     and Ableco in the aggregate amount of $5,000,000, which are payable in full
     on November 6, 2006. The fee notes have been discounted for financial
     reporting purposes and interest expense is recognized over the terms of the
     related debt.

3    LEGAL PROCEEDINGS

     On March 8, 2000, the Company sold the net assets of its private label
     juice business to Cliffstar Corporation ("Cliffstar"), pursuant to an asset
     purchase agreement ("Asset Purchase Agreement"), dated January 4, 2000. The
     private label juice business assets sold consisted primarily of finished
     goods and work-in-process inventories, raw materials inventories consisting
     of labels and ingredients that relate to customers of the private label
     juice business (other than

                                       10
<PAGE>


     cranberry juice and cranberry juice concentrates), certain trademarks and
     goodwill, contracts relating to the purchase of raw materials inventory and
     the sale of products, and 135,000 gallons of cranberry juice concentrate.
     No plants or equipment were included in the sale. Cliffstar also assumed
     certain obligations under purchased contracts. In connection with the sale,
     the Company received from Cliffstar an unsecured, subordinated promissory
     note for $28,000,000 (non-cash investing activity) which is to be collected
     over six years and which bears interest at a rate of 10% per annum, as well
     as approximately $6,800,000 in cash (subject to potential post-closing
     adjustments) related to inventory transferred to Cliffstar on the closing
     date. The Company recognized a pre-tax gain of approximately $2,100,000 in
     connection with the sale of the net assets.

     Additionally, Cliffstar is contractually obligated to make certain annual
     earn-out payments to the Company for a period of six years from the closing
     date based generally on operating profit from Cliffstar's sale of cranberry
     juice products. The Company also entered into certain related agreements
     with Cliffstar, including among them, a co-packing agreement pursuant to
     which Cliffstar contracted for specified quantities of Cliffstar juice
     products to be packed by the Company.

     The private label juice business had revenues of approximately $23,600,000
     for the year ended August 31, 2000. The Company recognized gross profit of
     approximately $3,700,000 on such revenues during the year ended August 31,
     2000. Information with respect to selling, general and administrative
     expenses with respect to the private label juice business is not available,
     as the Company's accounting system did not segregate such expenses by type
     of product.

     On July 7, 2000, Cliffstar filed suit against the Company in the United
     States District Court, Western District of New York, alleging, among other
     things, that the Company breached certain representations and warranties in
     the Asset Purchase Agreement. That lawsuit was subsequently dismissed, and
     on July 31, 2000, the Company filed a lawsuit against Cliffstar in the
     Northern District of Illinois alleging that Cliffstar breached various
     provisions of the Asset Purchase Agreement, an interim cranberry sauce
     purchase agreement between the two companies, the promissory note issued by
     Cliffstar in the transaction, and a co-packing agreement entered into in
     connection with the sale. Cliffstar asserted various counterclaims against
     the Company alleging among other things that the Company fraudulently
     induced Cliffstar to enter into the Asset Purchase Agreement and that the
     Company breached various provisions of the Asset Purchase Agreement, the
     co-packing agreement and a transition agreement between the parties.
     Disagreements between the Company and Cliffstar over the valuation of
     finished goods, work-in-process and raw material inventory purchased by
     Cliffstar were submitted to arbitration for resolution.

     On June 7, 2002, the court granted the Company's motion for summary
     judgment and dismissed Cliffstar's fraud claim. On October 23, 2002, after
     a trial to a jury on the remaining claims, the District Court entered
     judgment in the Company's favor and against Cliffstar in the amount of
     $6,674,450. Following post trial motions, final judgment was entered in
     favor of the Company in the amount of $8,210,459 and in favor of Cliffstar
     in the amount of $459,050. On January 21, 2003, Cliffstar filed a Notice of
     Appeal with the United States Court of Appeals for the Seventh Circuit.

                                       11
<PAGE>

     The Company and Cliffstar entered into a Confidential Settlement Agreement
     effective February 27, 2003 and a Supplemental Agreement to Confidential
     Settlement Agreement dated April 3, 2003 (collectively referred to as the
     "Settlement Agreement") pursuant to which the parties agreed to settle and
     resolve all disputes between them, except those relating to the annual
     earn-out payments required to be made by Cliffstar to the Company under the
     Asset Purchase Agreement. Pursuant to the Settlement Agreement, Cliffstar
     has among other things agreed to satisfy the judgment entered in its favor
     in the case, release all claims it may have against the Company and pay the
     Company the sum of $28.75 million, $1.0 million of which was paid on
     February 28, 2003, $8.35 million of which was paid on April 9, 2003, and
     the balance of which is payable on or before May 30, 2003. Pursuant to the
     Settlement Agreement, the Company has among other things agreed upon
     receipt of the settlement payments to cancel the promissory note issued by
     Cliffstar in the private label sale transaction, satisfy the judgment
     entered in its favor in the case and release all claims it may have against
     Cliffstar, except those relating to the annual earn-out payments under the
     Asset Purchase Agreement. As of the end of the second quarter of fiscal
     2003, the principal balance due under the promissory note was $21.0 million
     (see Note 9).

     On May 13, 2002, the Company received Cliffstar's earn-out calculation for
     2000. The Company believes Cliffstar's earn-out calculation was not
     prepared in accordance with the Asset Purchase Agreement. The Company has
     since received an estimate of the earn-out calculation from Cliffstar in
     the amount of $1,177,621 for 2001 and $0 for 2002. To date, however,
     Cliffstar has not provided the Company with audited earn-out calculations
     for 2001 or 2002 in accordance with the Asset Purchase Agreement. The
     Company believes that the estimates provided by Cliffstar for 2001 and 2002
     significantly understate the earn-out payments due under the Asset Purchase
     Agreement.

     On June 7, 2002, the Company filed a separate suit against Cliffstar in the
     United States District Court, Northern District of Illinois, seeking access
     to all relevant books and records of Cliffstar relating to the earn-out
     calculations and claiming Cliffstar breached the Asset Purchase Agreement
     by failing to pay the Company earn-out payments for the years 2000 and
     2001. The Company seeks compensatory damages in an amount in excess of
     $1,000,000, plus attorneys' fees. The legal proceeding is in its early
     stages and the resolution cannot be predicted with certainty.

     On November 11, 2002, the Company together with Clermont, Inc, filed an
     antitrust lawsuit against Ocean Spray Cranberries, Inc. ("Ocean Spray").
     The lawsuit, which was filed in the United Stated District Court for the
     District of Columbia and has since been transferred to United Stated
     District Court for the District of Massachusetts, alleges that Ocean Spray
     has engaged in anticompetitive tactics and unlawfully monopolized the
     cranberry products industry to the detriment of its competitors and
     customers. As the proceeding is in the preliminary stages, management is
     unable to predict the outcome of this matter with certainty. However,
     management does not believe that the resolution of this matter will have an
     adverse effect on the Company's financial condition or results of
     operations.

4.   OTHER INCOME

     During fiscal 2002, inventory held at one of the Company's third party
     storage facilities was handled improperly by the third party following
     delivery to the facility. This resulted in a damage claim being made by the
     Company. The Company and the owner of the facility have


                                       12
<PAGE>

     entered into a settlement and release agreement with respect to the
     Company's claims. Under the terms of the settlement and release agreement,
     the Company received cash proceeds in the amount of $1,500,000, as well as
     $200,000 in credits toward storage fees over the next four years. Based on
     the terms of the settlement and release agreement, the Company has
     recognized income of $1,500,000 for the six months ended February 28, 2003.

5.   INVENTORIES

     Inventories as of February 28, 2003 and August 31, 2002 consisted of the
     following (in thousands):

                                   February 28, 2003           August 31, 2002

     Raw materials                      $ 17,559                 $   8,396
     Finished goods                        3,209                     3,189
     Deferred crop costs                   2,061                     6,688
                                        --------                 ---------
     Total inventories                  $ 22,829                 $  18,273
                                        ========                 =========


6.   LONG-TERM DEBT

     Long-term debt as of February 28, 2003 and August 31, 2002 consisted of the
following (in thousands):

                                                  February 28,      August 31,
                                                      2003             2002

     Term loans payable                           $  10,978        $  15,461
     Fee note payable                                 3,871            3,738
     Bank notes                                      25,314           28,297
     Insurance company note                          19,039           19,689
     Other obligations                                2,201            2,915
                                                  ---------        ---------
     Total                                           61,403           70,100
     Less current maturities of long-term debt       14,717           15,568
                                                  ---------        ---------
     Long-term debt                               $  46,686        $  54,532
                                                  =========        =========

     As of February 28, 2003 and August 31, 2002 the Company was in compliance
     with its various financial covenants contained in its agreements covering
     its long-term debt obligations.

     The restructuring of the Company's debt on November 6, 2001 (see Note 2)
     resulted in a gain of $83,299,046 during fiscal 2002.

7.   INCOME TAXES

     The Company accounts for income taxes using an asset and liability approach
     which generally requires the recognition of deferred income tax assets and
     liabilities based on the expected future income tax consequences of events
     that have previously been recognized in the Company's financial statements
     or tax returns. In addition, a valuation allowance is recognized if it is
     more likely than not that some or all of the deferred income tax assets
     will not be realized.

                                       13
<PAGE>

     There was no income tax expense recognized, for financial reporting
     purposes, for either the three or six month periods ended February 28, 2003
     due to the utilization of certain net operating loss carryforwards for
     which no benefit had been previously provided.

     As described in Note 2, the Company completed a debt and equity
     restructuring on November 6, 2001. The income tax effect of the
     restructuring resulted in the recognition of an income tax benefit of
     approximately $32,800,000 for financial reporting purposes as of August 31,
     2001 and a charge to income taxes of a like amount for the six month period
     ended February 28, 2002. The "change of ownership" provisions of the Tax
     Reform Act of 1986 significantly restrict the utilization for income tax
     reporting purposes of all net operating losses and tax credit carryforwards
     remaining after the debt and equity restructuring.

8.   CONTINGENCIES

     On May 13, 1997, the Company guaranteed $1,000,000 of outstanding
     obligations to a bank of an independent cranberry grower who subsequently
     became an officer of the Company during the year ended August 31, 2001. As
     of February 28, 2003 the grower/officer was in default with certain terms
     and conditions contained in the related debt agreements and is currently in
     the process of restructuring the debt obligations. Based on the current
     financing alternatives available and the impact of these options on the
     guarantee, the Company believes the resolution of this matter will not have
     an adverse effect on the Company's financial statements.

9.   SUBSEQUENT EVENTS

     As described in Note 3, The Company and Cliffstar entered into a
     Confidential Settlement Agreement effective February 27, 2003 and a
     Supplemental Agreement to Confidential Settlement Agreement dated April 3,
     2003 (collectively referred to as the "Settlement Agreement") pursuant to
     which the parties agreed to settle and resolve all disputes between them,
     except those relating to the annual earn-out payments required to be made
     by Cliffstar to the Company under the Asset Purchase Agreement. Pursuant to
     the Settlement Agreement, Cliffstar has among other things agreed to
     satisfy the judgment entered in its favor in the case, release all claims
     it may have against the Company and pay the Company the sum of $28.75
     million, $1.0 million of which was paid on February 28, 2003, $8.35 million
     of which was paid on April 9, 2003, and the balance of which is payable on
     or before May 30, 2003. Pursuant to the Settlement Agreement, the Company
     has among other things agreed upon receipt of the settlement payments to
     cancel the promissory note issued by Cliffstar in the private label sale
     transaction, satisfy the judgment entered in its favor in the case and
     release all claims it may have against Cliffstar, except those relating to
     the annual earn-out payments under the Asset Purchase Agreement.

     The condensed consolidated financial statements of the Company for the
     period ending February 28, 2003, include outstanding principal due under
     the promissory note in the amount of $21.0 million and certain accounts
     receivable in the amount of $5.2 million. As a result of the settlement,
     the Company expects to recognize a gain of approximately $0.1 million
     during the third quarter of fiscal 2003.

                                       14
<PAGE>

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

     GENERAL

     Early in fiscal 2002, primarily as a result of losses suffered in the
     previous two fiscal years, we reached the point where we felt it was
     imperative to reach an agreement with our then-current bank group and to
     refinance our bank debt. On November 6, 2001, we consummated the
     transactions that we refer to as the Restructuring. See Note 2 of Notes to
     Condensed Financial Statements for a further discussion of the
     Restructuring.

     With the equity capital we received in the Restructuring, combined with the
     associated debt forgiveness, we were once again able to market our
     Northland and Seneca brand products for the remainder of fiscal 2002 and
     build on the operational improvements and cost reduction measures we began
     in the prior fiscal year.

     During the second quarter of fiscal 2003 we focused our efforts on
     regaining market share through a balanced marketing approach of
     advertising, trade spending, slotting and consumer coupons.

     Critical Accounting Policies

     The preparation of consolidated financial statements in conformity with
     accounting principles (GAAP) in the United Sates of America requires
     management to make estimates and judgments that affect the reported amounts
     of assets, liabilities, revenues and expenses and related disclosures. On
     an on-going basis, we evaluate our estimates, including those related to
     product shipments and returns, bad debts, inventories, income taxes,
     contingencies and litigation. We base these estimates on historical
     experience and various other assumptions that we believe to be reasonable
     under the circumstances, the results of which form the basis for making
     judgments about the carrying value of assets and liabilities that are not
     readily apparent from other sources. Actual results may differ from these
     estimates under different assumptions or conditions.

     Specifically, we believe that the following accounting policies and
     estimates are most important to the portrayal of our financial condition
     and results and require management's most difficult judgments:

     Revenue Recognition

     We recognize revenue when persuasive evidence of an arrangement exists,
     product is delivered, collectibility is reasonably assured and title passes
     to the customer. Estimated reserves for discounts, coupons, product returns
     and trade allowances are established based on an analysis of historical
     trends and experience, as well as the trade allowances offered by us at the
     time products are delivered. The estimated reserves are charged against
     revenues in the same period that corresponding sales are recorded. We
     periodically evaluate such reserves and make necessary adjustments when
     actual participation in these programs differs from historical experience.
     There have been no significant changes in estimates for such reserves
     during fiscal 2003.


                                       15
<PAGE>

     Inventory

     We have stated our inventory carrying value at the lower of cost (using the
     first-in, first-out costing method) or estimated market values, based upon
     management's best estimates of future product selling costs for the periods
     during which the cranberries are grown and the cranberries and cranberry
     related products are expected to be sold. The market estimates are
     dependent upon several factors including, but not limited to, price,
     product mix, demand, costs and the period of time it takes to sell the
     inventory.

     Allowance for Doubtful Accounts

     We maintain allowances for doubtful accounts for estimated losses resulting
     from the inability of our customers to make required payments. We determine
     the level of our allowance based on historical experience, the aging of our
     accounts receivables and the creditworthiness of individual customers. If
     the financial condition of our customers were to deteriorate, resulting in
     impairment of their ability to make payments, additional allowances may be
     required.

     Recoverability of Long-Lived Assets

     We state the value of our long-lived assets, (property and equipment) at
     cost less depreciation and amortization. We periodically evaluate this
     carrying value. Our estimates of the expected future undiscounted cash
     flows related to the recoverability of these assets may change from actual
     cash flows due to, among other things, changes in technology and economic
     conditions.

     RESULTS OF OPERATIONS

     Total net revenues for the three months ended February 28, 2003 were $24.8
     million, an increase of 3.6% from net revenues of $24.0 million in the
     prior year's second quarter. The increase resulted from (i) increased sales
     of Northland 100% juice products, due to increased market share and our
     balanced marketing approach combining media advertising with trade
     promotions, and (ii) increased sales of cranberry concentrate, due in part
     to increased market prices. The increase in revenue was partially offset by
     a reduction in co-packing revenue primarily due to the loss of a major
     customer who transferred substantially all production of its bottled juice
     beverages to our principal competitor, Ocean Spray Cranberries, Inc. Net
     revenues for the six months ended February 28, 2003 were $46.6 million, a
     decrease of 14.2% from net revenues of $54.3 million in the corresponding
     period for the prior year. The decrease resulted primarily from (i) reduced
     sales of cranberry concentrate; and (ii) reduced co-packing revenue. The
     decrease in revenue was partially offset by increased sales of Northland
     100% juice products. Trade industry data for the 12-week period ended
     February 23, 2003 showed that our Northland brand 100% juice products
     achieved a 5.6% market share of the supermarket shelf-stable cranberry
     beverage category on a national basis, up from a 5.1% market share for the
     12-week period ended February 24, 2002.

     Cost of sales for the three months ended February 28, 2003 was $16.6
     million compared to $16.7 million for the second quarter of fiscal 2002,
     resulting in gross margins of 33.4% and 30.4% in each respective period.
     The increase in gross margin percentage resulted primarily from increased
     market prices for cranberry concentrate and increased net selling prices
     for branded products attributable to decreases in trade spending. The
     reduction in co-packing revenue positively impacted the gross margin
     percentage. Cost of sales for the six months ended

                                       16
<PAGE>

     February 28, 2003 was $31.7 million compared to $37.4 million for the same
     period of fiscal 2002, resulting in gross margins of 31.9% and 31.1% in
     each respective period. The increase in gross margin percentage in the six
     months ended February 28, 2003 was primarily the result of increased market
     prices for cranberry concentrate and increased net selling prices for
     branded products attributable to decreases in trade spending. The gross
     margin percentage was also positively impacted by the reduction in co-pack
     revenues.

     Selling, general and administrative expenses were $7.5 million, or 30.0% of
     net revenues, for the three months ended February 28, 2003 compared to $6.6
     million, or 27.3% of net revenues, for the second quarter of fiscal 2002.
     The increase in selling, general and administrative expenses in fiscal 2003
     was primarily the result of a $0.6 million increase in media advertising
     spending, from $3.4 million in the second quarter of fiscal 2002 to $4.0
     million in the second quarter of fiscal 2003. This increase was partially
     offset by a reduction in consulting expenses and depreciation. For the six
     months ended February 28, 2003, selling, general and administrative
     expenses were $14.1 million compared to $12.5 million for the second
     quarter of fiscal 2002. Included in the fiscal 2002 amount were
     approximately $1.3 million of charges relating to our restructuring.

     During fiscal 2002, inventory held at one of our third party storage
     facilities was handled improperly by the third party following delivery to
     the facility. We entered into a settlement and release agreement with the
     third party pursuant to which we received cash proceeds in the amount of
     $1,500,000, as well as $200,000 in credits toward storage fees over the
     next four years. Based on the terms of the settlement and release
     agreement, we recognized other income of $1,500,000 for the six months
     ended February 28, 2003.

     Interest expense was $1.0 million for the three month period ended February
     28, 2003 compared to $1.2 million in the prior year's second quarter. This
     decrease was the result of reduced debt levels. Interest expense for the
     six month period ended February 28, 2003 was $2.1 million compared to $4.3
     million during the same period of fiscal 2002. The decrease resulted
     primarily from reduced debt levels and lower interest rates following our
     restructuring.

     Interest income of $0.5 million and $1.1 million for the three and six
     month periods ended February 28, 2003 and $0.6 million and $1.3 million in
     the comparable period of fiscal 2002 is associated with an unsecured,
     subordinated promissory note receivable from Cliffstar Corporation. We
     expect that interest income will decrease in future periods as a result of
     the cancellation of the note pursuant to the settlement agreement described
     in Notes 3 and 9 of Notes to Condensed Financial Statements.

     In the six month period ended February 28, 2002, we realized a gain on
     forgiveness of indebtedness in connection with the restructuring of
     approximately $83.3 million, net of legal fees and other direct costs
     incurred and the estimated fair value of the shares of Class A Common Stock
     issued to the participating banks. This gain was further reduced by $32.8
     million of income taxes resulting in a net gain on forgiveness of
     indebtedness of $50.5 million, or $1.30 and $0.77 per basic and diluted
     share, respectively.

     In the three and six month periods ended February 28, 2003 there were no
     income taxes on operating income due to the utilization of certain net
     operating loss carryforwards for which no benefit had been previously
     provided.

                                       17
<PAGE>

     LIQUIDITY AND CAPITAL RESOURCES

     Net cash provided by operating activities was $1.4 million in the first six
     months of fiscal 2003 compared to net cash provided of $10.9 million in the
     same period of fiscal 2002. The decrease in net cash primarily resulted
     from increased inventory of cranberries following the annual harvest.
     Receivables, prepaid expenses and other current assets decreased $1.4
     million in the first six months of fiscal 2003 compared to a decrease of
     $3.1 million in the first six months of fiscal 2002. Inventories increased
     $4.6 million in the first six months of fiscal 2003. This increase was
     primarily due to the harvest of more cranberries by us and our contract
     growers during fiscal 2003 than in the prior year, when there were certain
     limitations imposed by the United Sates Department of Agriculture on the
     volume of cranberries that growers could harvest. In the first six months
     of fiscal 2002, we had a decline in inventory of $3.1 million as a result
     of our efforts to reduce cranberry concentrate inventory.

     Working capital was $5.7 million at February 28, 2003 compared to $6.9
     million at August 31, 2002. Our current ratio was 1.2 to 1.0 at August 31,
     2002, compared to 1.15 to 1.0 at February 28, 2003. Accounts payable
     increased as a result of the annual cranberry harvest and the purchase of
     cranberries from our contract growers. Our revolving line of credit has
     increased due in part to the payment of advertising expenses.

     Net cash provided by investing activities was $2.4 million in the first six
     months of both fiscal 2003 and fiscal 2002. Collections on our note
     receivable from Cliffstar Corporation contributed toward the positive cash
     flow in both quarters. In fiscal 2003, proceeds from disposals of
     miscellaneous property and equipment, primarily as a result of the auction
     held at our closed facility in Dundee, New York, provided $0.8 million. In
     fiscal 2002, proceeds from disposals of property and equipment provided
     $1.5 million ($1.3 million of which was attributable to the sale of an
     office facility in Wisconsin Rapids). Purchases of property and equipment
     were $0.4 million in fiscal 2003 and $0.1 million in fiscal 2002.

     Our net cash used in financing activities was $3.7 million in the first six
     months of fiscal 2003 compared to $14.4 million in the first six months of
     the prior year. In fiscal 2002, in order to accomplish the restructuring,
     we obtained proceeds from our new revolving credit facility and two term
     loans, along with proceeds, net of legal and other costs, from the issuance
     of Class A Common Stock and Series A Preferred Stock. These proceeds were
     used to pay various banks in settlement of our previous revolving credit
     facility (see "General" and Note 2 of Notes to Condensed Consolidated
     Financial Statements) and to pay various debt issuance costs. Also, we made
     payments on long-term debt and other obligations of $8.7 million in the
     first six months of fiscal 2003 and $4.3 million in the same period of
     fiscal 2002. In both quarters, monthly principal payments were made on
     other obligations, and in the first six months of fiscal 2003 additional
     payments were made as required under our restructured debt agreements.

     The following schedule sets forth our contractual long-term debt
     obligations as of February 28, 2003 (in thousands):

<TABLE>
<CAPTION>
                                                    Payments Due by Period
                                                    ----------------------

                                   Total      0-1 year     2-3 years      4-5 years     After 5 years
                                   -----      --------     ---------      ---------     -------------
<S>                                <C>        <C>           <C>            <C>             <C>
      Long-Term Debt               $61,403    $14,717       $13,626        $17,826         $15,234
</TABLE>


                                       18
<PAGE>

     As of February 28, 2003, we had outstanding borrowings of $5.5 million
     under our $30.0 million revolving credit facility with Foothill and Ableco.
     As of February 28, 2003, we had approximately $2.0 million of unused
     borrowing availability under the facility.

     As described in Notes 3 and 9 to Condensed Financial Statements, we
     received a payment of $8.35 million on April 9, 2003 from Cliffstar
     pursuant to the settlement agreement entered into between the parties. We
     applied the full amount of the payment against our outstanding borrowings
     under the revolving credit facility with Foothill and Ableco. We expect to
     apply approximately $14.5 million of the remaining payments due under the
     settlement agreement against our contractual debt obligations.

     We believe that we will be able to fund our ongoing operational needs for
     fiscal 2003 through (i) cash generated from operations; (ii) anticipated
     payments under the Cliffstar settlement agreement; and (iii) financing
     available under our revolving credit facility with Foothill and Ableco. We
     do not have any significant capital expenditure commitments and continue to
     review our capital requirements in an effort to match expenditures with
     revenues.

     As of February 28, 2003, we were in compliance with all of our debt
     arrangements.


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

     We make certain "forward-looking statements" in this Form 10-Q, such as
     statements about our future plans, goals and other events which have not
     yet occurred. We intend that these statements will qualify for the safe
     harbors from liability provided by the Private Securities Litigation Reform
     Act of 1995. You can generally identify these forward-looking statements
     because we use words such as we "believe," "anticipate," "expect" or
     similar words when we make them. Forward-looking statements include, among
     others, statements about actions by our competitors, sufficiency of our
     working capital, potential operational improvements and our efforts to
     improve profitability, sales and marketing strategies, expected levels of
     trade and marketing spending, anticipated market share and sales of our
     branded products, cranberry concentrates and other products, and
     disposition of significant litigation. These forward-looking statements
     involve risks and uncertainties and the actual results could differ
     materially from those discussed in the forward-looking statements. These
     risks and uncertainties include, without limitation, risks associated with
     (i) our ability to reinvigorate our Northland and Seneca brand names,
     regain lost distribution capabilities and branded products market share and
     generate increased levels of branded product sales; (ii) the level of
     cranberry inventory held by industry participants; (iii) the development,
     market share growth and consumer acceptance of our branded juice products;
     (iv) the resolution of certain litigation related to claims asserted by us
     against our principal competitor regarding what we believe to be
     anticompetitve tactics and unlawful monopolization within the cranberry
     products industry; (v) agricultural factors affecting our crop and the crop
     of other North American growers; and (vi) our ability to comply with the
     terms and conditions of, and to satisfy our responsibilities under, our
     credit facilities and other debt agreements. You should consider these
     risks and factors and the impact they may have when you evaluate our
     forward-looking statements. We make these statements based only on our
     knowledge and expectations on the date of this Form 10-Q. We disclaim any
     duty to update

                                       19
<PAGE>

     these statements or other information in this Form 10-Q based on future
     events or circumstances. Please read this entire Form 10-Q to better
     understand our business and the risks associated with our operations.
     Specifically, please see "Management's Discussion and Analysis of Financial
     Condition and Results of Operations" for a discussion of our current
     financial condition.


     ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
     -------------------------------------------------------------------

     We do not enter into any material futures, forwards, swaps, options or
     other derivative financial instruments for trading or other purposes. Our
     primary exposure to market risk is related to changes in interest rates and
     the effects those changes may have on our earnings as a result of our
     long-term financing arrangements. We manage our exposure to this market
     risk by monitoring interest rates and possible alternative means of
     financing. Our earnings may be affected by changes in short-term interest
     rates under our revolving line of credit facility and certain term loans,
     pursuant to which our borrowings bear interest at a variable rate, subject
     to minimum interest rates payable on certain loans. Based upon the debt
     outstanding under our revolving line of credit facility and certain term
     loans as of February 28, 2003, an increase of 1.0% in market interest rates
     would increase annual interest expense by approximately $0.2 million.


     ITEM 4.   CONTROLS AND PROCEDURE
     --------------------------------

     (a) Evaluation of disclosure controls and procedures. In accordance with
     Rule 13a-15(b) of the Securities Exchange Act of 1934 (the "Exchange Act"),
     within 90 days prior to the filing date of this Quarterly Report on Form
     10-Q, an evaluation was carried out under the supervision and with the
     participation of our management, including our Chief Executive Officer and
     Vice President-Finance, of the effectiveness of the design and operation of
     our disclosure controls and procedures (as defined in Rule 13a-14(c) under
     the Exchange Act). Based upon their evaluation of these disclosure controls
     and procedures, the Chief Executive Officer and Vice President-Finance
     concluded that the disclosure controls and procedures were effective as of
     the date of such evaluation to ensure that material information relating to
     us, including our consolidated subsidiaries, was made known to them by
     others within those entities, particularly during the period in which this
     Quarterly Report on Form 10-Q was being prepared.

     (b) Changes in internal controls. There were no significant changes in our
     internal controls or other factors that could significantly affect those
     controls subsequent to the date of their evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.

                                       20
<PAGE>

PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS.
--------------------------

     On March 8, 2000, we sold the net assets of our private label juice
     business to Cliffstar pursuant to an asset purchase agreement dated January
     4, 2000. In connection with the sale, we received from Cliffstar an
     unsecured, subordinated promissory note for $28,000,000. Additionally,
     Cliffstar is contractually obligated to make certain annual earn-out
     payments to us for a period of six years from the closing date based
     generally on operating profit from Cliffstar's sale of cranberry juice
     products. On July 7, 2000, Cliffstar filed suit against us in the United
     States District Court, Western District of New York, alleging, among other
     things, that we breached certain representations and warranties in the
     Asset Purchase Agreement. That lawsuit was subsequently dismissed, and on
     July 31, 2000, we filed a lawsuit against Cliffstar in the Northern
     District of Illinois alleging that Cliffstar breached various provisions of
     the asset purchase agreement, an interim cranberry sauce purchase
     agreement, the promissory note issued by Cliffstar in the transaction, and
     a co-packing agreement entered into in connection with the sale. On October
     23, 2002, after a trial to a jury on the remaining claims, the District
     Court entered judgment in our favor and against Cliffstar in the amount of
     $6,674,450. Following post trial motions, final judgment was entered in our
     favor in the amount of $8,210,459 and in favor of Cliffstar in the amount
     of $459,050. On January 21, 2003, Cliffstar filed a Notice of Appeal with
     the United States Court of Appeals for the Seventh Circuit.

     We entered into a Confidential Settlement Agreement effective February 27,
     2003 and a Supplemental Agreement to Confidential Settlement Agreement
     dated April 3, 2003 (collectively referred to as the "Settlement
     Agreement") pursuant to which the parties agreed to settle and resolve all
     disputes between them, except those relating to the annual earn-out
     payments required to be made by Cliffstar to the Company under the Asset
     Purchase Agreement. Pursuant to the Settlement Agreement, Cliffstar has
     among other things agreed to satisfy the judgment entered in its favor in
     the case, release all claims it may have against the Company and pay the
     Company the sum of $28.75 million, $1.0 million of which was paid on
     February 28, 2003, $8.35 million of which was paid on April 9, 2003, and
     the balance of which is payable on or before May 30, 2003.


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.
--------------------------------------------------

     None.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.
----------------------------------------

     None.

                                       21
<PAGE>

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS.
-----------------------------------------------------------

     At our annual meeting of shareholders held on January 9, 2003, the
     following nine individuals, who constitute our entire board of directors,
     were elected to serve as directors of the Company to hold office until the
     next annual meeting of our shareholders and until their successors are duly
     qualified and elected:

                                       Total                     Total
                                       Votes                     Votes
                                    Voted "For"           Withholding Authority
                                    -----------           ---------------------
     John Swendrowski               84,026,574                  430,994
     Marc J. Leder                  84,028,825                  428,743
     Rodger R. Krouse               84,028,402                  429,166
     Clarence E. Terry              84,029,537                  428,031
     Kevin J. Calhoun               84,025,679                  431,889
     David J. Pleban                84,026,004                  431,564
     George R. Rea                  84,026,082                  431,486
     Patrick J. Sullivan            84,027,415                  430,153
     C. Daryl Hollis                84,029,294                  428,274

     There were no broker non-votes to our knowledge.

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 during the second
     quarter of fiscal 2003:

<TABLE>
<CAPTION>
                 Date Filed              Date of Report                      Item
                 ----------              --------------                      ----

<S>           <C>                      <C>                   <C>
              February 28, 2003        February 27, 2003     Items 7 and 9 - Press Release and offer to
                                                             purchase the juice business of Ocean Spray
                                                             Cranberries, Inc.

</TABLE>

                                       22
<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 thereunto duly authorized.


NORTHLAND CRANBERRIES, INC.





DATE: April 14, 2003                By: /s/ Nigel J. Cooper
                                       -----------------------------------------
                                            Nigel J. Cooper
                                            Vice President - Finance


                                       23
<PAGE>

                                 CERTIFICATIONS

I, John Swendrowski, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Northland
Cranberries, Inc.;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

     4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

     5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

     6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date  April 14, 2003
     ----------------------------------


     /s/ John Swendrowski
     ----------------------------------
     John Swendrowski
     Chairman of the Board,
     Chief Executive Officer and Director

                                       24
<PAGE>

I, Nigel J. Cooper, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Northland
Cranberries, Inc.;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

     4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

     5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

     a)   deficiencies in the design or operation of internal controls which
          could adversely affect the registrant's ability to record, process,
          summarize and report financial data and have identified for the
          registrant's auditors any material weaknesses in internal controls;
          and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

     6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date  April 14, 2003
     ----------------------------------


     /s/ Nigel J. Cooper
     ----------------------------------
     Nigel J. Cooper
     Vice President - Finance



                                       25
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT NO.                    DESCRIPTION
-----------                    -----------

99.1      Certification of John Swendrowski, Chairman and Chief Executive
          Officer of Northland Cranberries, Inc., pursuant to 18 U.S.C. Section
          1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
          2002.

99.2      Certification of Nigel J. Cooper, Vice President - Finance of
          Northland Cranberries, Inc., pursuant to 18 U.S.C. Section 1350, as
          adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




                                       26