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             May 31, 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                  June 30, 1999                 19,632,871


Class B Common Stock                  June 30, 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 2.     Changes in Securities and Use of Proceeds....................11

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

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




                                      -2-

<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

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

                                     ASSETS
                                                       (Unaudited)
                                                         May 31,    August 31,
                                                          1999         1998
                                                      -----------   ----------

Current assets:
   Cash and cash equivalents                          $       242   $      633
   Accounts and notes receivable                           28,893       22,422
   Inventories                                            102,557       43,811
   Other                                                    2,951        1,942
   Deferred income taxes                                    2,646        2,490
                                                      -----------   ----------
      Total current assets                                137,289       71,298
                                                      -----------   ----------

Property and equipment - at cost                          204,863      181,994
   Less accumulated depreciation                           35,441       29,795
                                                      -----------   ----------
      Net property and equipment                          169,422      152,199

Investments and other assets                                2,835        2,151
Goodwill and trademarks                                    38,921       25,224
                                                      -----------   ----------

Total assets                                          $   348,467   $  250,872
                                                      ===========   ==========


                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                   $    19,262   $    9,995
   Accrued liabilities                                     12,275        7,924
   Current portion of long-term debt                        2,326        3,892
                                                      -----------   ----------
      Total current liabilities                            33,863       21,811

Long-term debt                                            144,897       64,276
Deferred income taxes                                      12,153       10,915
                                                      -----------   ----------
      Total liabilities                                   190,913       97,002
                                                      -----------   ----------

Shareholders' equity:
   Common stock - Class A                                     194          191
   Common stock - Class B                                       6            6
   Additional paid-in capital                             148,543      144,477
   Retained earnings                                        8,811        9,196
                                                      -----------   ----------
      Total shareholders' equity                          157,554      153,870
                                                      -----------   ----------

Total liabilities and shareholders' equity            $   348,467   $  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 May 31,
                                                          1999         1998
                                                      -----------   ----------

Revenues                                              $    70,895   $   26,418

Cost of sales                                              47,314       14,695
                                                      -----------   ----------

Gross profit                                               23,581       11,723

Costs and expenses:

   Selling, general and administrative                     17,968        9,086

   Interest                                                 2,614        1,962
                                                      -----------   ----------

      Total costs and expenses                             20,582       11,048
                                                      -----------   ----------

Income before income taxes                                  2,999          675

Income taxes                                                1,184          276
                                                      -----------   ----------

Net income                                            $     1,815   $      399
                                                      ===========   ==========


Basic income per share                                $      0.09   $     0.03
                                                      ===========   ==========

Diluted income per share                              $      0.09   $     0.03
                                                      ===========   ==========

     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 9 months
                                                             ended May 31,
                                                        1999         1998
                                                      -----------   ----------


Revenues                                              $   160,232   $   75,145

Cost of sales                                             102,548       40,712
                                                      -----------   ----------

Gross profit                                               57,684       34,433

Costs and expenses:

   Selling, general and administrative                     48,438       28,062

   Interest                                                 5.904        5,303
                                                      -----------   ----------

      Total costs and expenses                             54,342       33,365
                                                      -----------   ----------

Income before income taxes                                  3,342        1,068

Income taxes                                                1,339          452
                                                      -----------   ----------

Net income                                            $     2,003   $      616
                                                      ===========   ==========


Basic income per share                                $      0.10   $     0.04
                                                      ===========   ==========

Diluted income per share                              $      0.10   $     0.04
                                                      ===========   ==========

     See accompanying notes to condensed consolidated financial statements

                                      -5-
<PAGE>



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


                                                           For the 9 months
                                                              ended May 31,
                                                         1999           1998
                                                      -----------   ----------

Cash flows from operating activities:
   Net income                                         $     2,003   $      616
   Adjustments to reconcile net income to net
    cash used for operating activities:
         Depreciation and amortization                      6,499        4,788
         Changes in assets and liabilities:
            Receivables and other current assets           (7,296)      (3,122)
            Inventories                                   (35,613)     (14,778)
            Accounts payable and accrued expenses             916        2,107
            Deferred income taxes                             978          452
                                                      -----------   ----------

                 Net cash used for operating
                    activities                            (32,513)      (9,937)
                                                      -----------   ----------

Investing activities:
   Acquisition of business                                (37,613)           0
   Property and equipment additions, net                   (6,186)      (5,430)
   Other                                                     (494)        (318)
                                                      -----------   ----------
                 Net cash used for investing
                    activities                            (44,293)      (5,748)
                                                      -----------   ----------

Financing activities:
   Increase in debt                                        78,690       17,467
   Dividends paid                                          (2,385)      (1,657)
   Exercise of stock options                                  359           59
   Other                                                     (249)        (173)
                                                      -----------   ----------
                 Net cash provided by financing
                    activities                             76,415       15,696
                                                      -----------   ----------

Net increase (decrease) in cash and cash equivalents         (391)          11

Cash and cash equivalents:
   Beginning of period                                        633          231
                                                      -----------   ----------
   End of period                                      $       242   $      242
                                                      ===========   ==========

Supplemental disclosures of cash flow information:
   Cash paid for:
      Interest (net of amount capitalized)            $     5,227   $    4,855
                                                      ===========   ==========



     See accompanying notes to condendsed consolidated financial statements


                                      -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 May 31,  1999,  and its  results  of
operations  and cash flows for the three- and  nine-month  periods ended May 31,
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 and is  subject  to  subsequent  adjustment  based on the  value of "net
assets" purchased.

       On  March  1,  1999,  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
approximately $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 May 31,  1999  were  $70.9
million,  an increase of 168% over revenues of $26.4 million in the prior year's
third quarter.  Revenues for the nine-month  period ended May 31, 1999 increased
113% to $160.2 million from $75.1 million during the same period in fiscal 1998.
The increased  fiscal 1999 revenues were  primarily due to sales  generated as a
result of our two recently completed major  acquisitions,  representing sales of
Seneca juice  products,  private label  products and co-packing  production.  On
December 29, 1998,  we acquired the juice  division of Seneca Foods  Corporation
and in July 1998 we acquired  Minot Food  Packers,  Inc.  Sales of our Northland
brand 100% juice  products also  contributed  to the increased  revenues.  Trade
industry  data  for the  12-week  period  ended  May 23,  1999  showed  that our
Northland brand 100% juice products achieved a 13.4% market share of supermarket
shelf-stable  cranberry  beverages on a national  basis,  up from a 12.8% market
share for the previous  12-week  period ended  February 28, 1999. 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 third  quarter  of  fiscal  1999 was $47.3  million
compared to $14.7  million for the third  quarter of fiscal  1998,  resulting in
gross margins of 33.3% and 44.4% in each  respective  period.  Cost of sales for
the nine-month  period ended May 31, 1999 was $102.5  million  compared to $40.7
million in the same period in fiscal 1998 with gross margins of 36.0% and 45.8%,
respectively.  The decrease in gross margins in fiscal 1999 was primarily due to
our changing product mix. Fiscal 1999 revenues included a significant  amount of
lower margin private label sales and contract  co-packing  revenues  compared to
minimal  private label sales and no co-packing  sales in fiscal 1998.  Our gross
margins  during the remainder of fiscal 1999 will be dependent  upon our product
mix and existing market conditions,  but likely will be lower than gross margins
for last year's comparable period.

       Selling, general and administrative expenses were $18.0 million, or 25.3%
of total  revenues,  for the  three-month  period ended May 31, 1999 compared to
$9.1  million,  or 34.4% of total  revenues,  in the prior  year's  third fiscal
quarter.  Selling,  general and administrative  expenses were $48.4 million,  or
30.2% of total revenues,  for the nine-month period ended May 31, 1999, compared
to $28.1  million,  or 37.3% of total  revenues,  during the same  period in the
prior fiscal year.  This increase in the dollar  amount of selling,  general and
administrative  expenses was primarily  attributable  to (i) expenses to support
our newly acquired  Seneca brand;  (ii) expenses to support  private label sales
generated by our recently  acquired  subsidiary,  Minot Food Packers,  Inc.; and
(iii)  costs  related  to our  aggressive  marketing  campaign  to  support  the
development and growth of our Northland  brand 100% juice products.  As a result
of the  recent  market  share  gains  of our  Northland  100%  juice  line,  the
acceptance by the grocery trade of our new Seneca cranberry drinks,  and current
conditions within the cranberry beverage category, we have decided to accelerate
approximately  $5 million of media and trade spending into our fourth quarter of
fiscal  1999  instead  of  waiting  until the first  quarter  of fiscal  2000 as
previously planned.


                                      -8-
<PAGE>




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


       Interest  expense was $2.6  million  and $5.9  million for the three- and
nine-month  periods ended May 31, 1999 compared to $2.0 million and $5.3 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  nine-month  periods ended May
31, 1999 were $1.8 million,  or $0.09 per share, and $2.0 million,  or $0.10 per
share,  respectively,  up from  fiscal  1998 third  quarter  and fiscal 1998 net
income and per share earnings of $399,000,  or $0.03 per share, and $616,000, or
$0.04 per share, respectively.

       With the  exception of our  accounting  and  distribution/order  tracking
functions,  our  operations  are not  heavily  dependent  on  internal  computer
software or embedded systems. Our internal accounting and distribution  hardware
and  software  system was  replaced  in fiscal  1997 at a cost of  approximately
$350,000.  That  system has been fully  tested at all of our  facilities  and we
believe it to be Year 2000 compliant in all material respects.

       We do not rely heavily on third party vendors whose  potential  Year 2000
noncompliance would have a material adverse effect on our results of operations.
As a result, we are not conducting  compliance audits of third party vendors for
Year 2000  readiness.  While we currently use  co-packers to perform some of our
bottling  operations,  we  believe  their  potential  failure  to be  Year  2000
compliant  would not be material to our operations  because of  availability  of
other  vendors  who can  perform  similar  functions,  as well as our ability to
perform our own bottling  operations  using  facilities we acquired in the Minot
and Seneca  acquisitions.  We also rely on third party vendors to supply us with
plastic bottles, caps and cartons. If these vendors are not Year 2000 compliant,
we may  experience  temporary  decreases  in  inventory  until new  vendors  are
located. However, we do not believe this would have a material adverse effect on
our results of operations.

FINANCIAL CONDITION

       Net cash used for  operating  activities  was $32.5  million in the first
nine months of fiscal 1999 compared to $9.9 million in the same period in fiscal
1998.  Net cash used for  operating  activities  during the first nine 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 $35.6 million
due to the fall harvest of our crop, our purchase of raw cranberries  from other
independent  cranberry  growers and increased  raw materials and finished  goods
inventories  to support our  increased  branded and private  label juice  sales.
Accounts  receivable and other current assets  increased $7.2 million  primarily
due to accounts receivable generated from operating the recently acquired Seneca
juice business. Working capital increased $53.9 million to $103.4 million at May
31, 1999 compared to working  capital of $49.5  million at August 31, 1998.  Our
current ratio increased to 4.1 to 1.0 from 3.3 to 1.0 at August 31, 1998.

       Net cash used for investing  activities  increased  during the nine-month
period ended May 31, 1999 to $44.3  million  from $5.7  million  during the same
period in the prior fiscal year. The increase was  principally the result of our
acquisition  of  Seneca's  juice  division  and our  acquisition  from  Congress
Financial Corporation of certain assets formerly owned by Clermont, Inc.

       Net cash  provided  by  financing  activities  was $76.4  million  in the
nine-month period ended May 31, 1999,  compared to $15.7 million during the same
period in the prior fiscal year. Our debt  increased  $78.7 million in the first
nine months of fiscal 1999 primarily due to financing our  acquisitions  and our
seasonal and growth working  capital needs.  Our total debt  (including  current
portion) was $147.2 million at May 31, 1999 for a total  debt-to-equity ratio of
0.93 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

                                      -9-

<PAGE>




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


and increase our  revolving  line of credit  availability  to $140 million until
March 2002. As of May 31, 1999, the principal amount  outstanding  under our new
revolving  credit facility was $120.3 million,  with an additional $19.7 million
available  under  our  credit   facilities.   We  believe  our  existing  credit
facilities, together with cash generated from operations, are sufficient to fund
our ongoing operational needs for the remainder of fiscal 1999.

       On December  29, 1998 we  completed  the  acquisition  of Seneca's  juice
division. 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  preliminary  purchase price for the
acquisition was  approximately  $29.3 million in cash, based on the value of the
"net assets" we acquired.  The 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
approximately $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 10-Q 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 2.     CHANGES IN SCURITIES AND USE OF PROCEEDS

       c.     Pursuant to the terms of a Stock Purchase  Agreement,  dated as of
              April 21, 1999, by and among Northland Cranberries,  Inc., Potomac
              Foods  of  Virginia,   Inc.,  and  the   shareholders  of  Potomac
              signatories  thereto,  we  purchased  the  stock  of  Potomac  for
              $400,000  in cash and  90,000  unregistered  shares of our Class A
              common stock. We issued the stock on April 22, 1999 in reliance on
              the exemption from  registration  contained in Section 4(2) of the
              Securities Act of 1933, as amended.

              We also issued 500 shares of newly-issued  Class A common stock to
              Cindi  Figg-Currier on April 26, 1999 in consideration of services
              Ms.  Figg-Currier  rendered for us in fiscal  1999.  We issued the
              stock in reliance on the exemption from registration  contained in
              Section 4(2) of the Securities Act of 1933, as amended.





                                      -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 did not file any  reports on Form 8-K during the  quarterly  period to
which this Form 10-Q  relates.  On March 15, 1999,  we filed an amendment to our
Form 8-K dated December 30, 1998,  relating to our acquisition of Seneca's juice
division.



                                      -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: July 15, 1999                             By: /s/ John Pazurek
                                                ----------------------------
                                                John Pazurek
                                                Chief Financial Officer









                                      -13-
<PAGE>






                                  EXHIBIT INDEX


Exhibit No.      Description


 (27)            Financial Data Schedule








                                      -14-