<PAGE>
 
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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                               ----------------
 
                                   FORM 10-Q
 
    [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                             EXCHANGE ACT OF 1934
 
               FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997
 
                                      OR
 
    [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                             EXCHANGE ACT OF 1934
 
              FOR THE TRANSITION PERIOD FROM          TO
 
                        COMMISSION FILE NUMBER 33-97752
 
                              VAN DE KAMP'S, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
              DELAWARE                               43-1721518
    ------------------------------         -------------------------------
   (STATE OR OTHER JURISDICTION OF        (IRS EMPLOYER IDENTIFICATION NO.)
   INCORPORATION OR ORGANIZATION)
 
                         1000 ST. LOUIS UNION STATION
                           ST. LOUIS, MISSOURI 63103
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE, INCLUDING ZIP CODE)
 
                                (314) 241-0303
             (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
 
          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
 
  Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [_] No [X]
 
  Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of the latest practicable date.
 
                     SHARES OUTSTANDING SEPTEMBER 30, 1997

                        Common stock, no par value  200
 
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<PAGE>
 
                         PART I-FINANCIAL INFORMATION
 
ITEM 1: FINANCIAL STATEMENTS
---------------------------- 
  See pages 2 through 5.
 
                                       1
<PAGE>
 
                              VAN DE KAMP'S, INC.

                                BALANCE SHEETS
 
                             (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                        SEPTEMBER 30, JUNE 30,
                                                            1997        1997
                                                        ------------- --------
                                                         (UNAUDITED)  (AUDITED)
<S>                                                     <C>           <C>
ASSETS
Current assets:
  Cash and cash equivalents............................   $  1,070    $    308
  Accounts receivable (net of $475 and $416 allowance,
   respectively).......................................     31,697      33,020
  Inventories (Note 3).................................     42,137      33,535
  Prepaid expenses.....................................      1,895       1,208
  Current deferred tax asset...........................     11,559       8,260
                                                          --------    --------
    Total current assets...............................     88,358      76,331
Property, plant and equipment, net.....................     86,321      86,394
Goodwill and other intangible assets, net..............    328,858     331,013
Other assets...........................................     15,595      15,853
                                                          --------    --------
    Total assets.......................................   $519,132    $509,591
                                                          ========    ========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
  Current portion of long term debt....................   $ 15,038    $ 13,097
  Senior secured revolving debt facility...............     20,500       5,000
  Accounts payable.....................................     17,131      13,791
  Accrued liabilities..................................     22,380      24,619
                                                          --------    --------
    Total current liabilities..........................     75,049      56,507
Deferred tax liability.................................     12,132      10,404
Senior secured term debt...............................    186,755     194,759
Senior subordinated notes..............................    100,000     100,000
                                                          --------    --------
    Total liabilities..................................    373,936     361,670
                                                          --------    --------
Stockholder's equity:
  Common stock, no par value...........................        --          --
  Paid in capital......................................    144,267     144,207
  Retained earnings....................................        929       3,714
                                                          --------    --------
    Total stockholder's equity.........................    145,196     147,921
                                                          --------    --------
    Total liabilities and stockholder's equity.........   $519,132    $509,591
                                                          ========    ========
</TABLE>
 
                See accompanying notes to financial statements.
 
                                       2
<PAGE>
 
                              VAN DE KAMP'S, INC.
                            STATEMENTS OF OPERATIONS
                             (DOLLARS IN THOUSANDS)
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                               FOR THE THREE
                                                               MONTHS ENDED,
                                                            -------------------
                                                            SEPTEMBER SEPTEMBER
                                                            30, 1997  28, 1996
                                                            --------- ---------
<S>                                                         <C>       <C>
Net sales..................................................  $86,456   $78,153
Cost of goods sold.........................................   34,401    33,825
                                                             -------   -------
  Gross profit.............................................   52,055    44,328
Selling, distribution and marketing expenses:
  Selling and distribution.................................    8,762     9,441
  Trade promotions.........................................   25,356    19,848
  Consumer marketing.......................................    5,618     3,935
                                                             -------   -------
Total selling, distribution and marketing expenses.........   39,736    33,224
Amortization of goodwill and other intangibles.............    3,304     3,375
General and administrative expenses........................    4,936     2,624
Other expenses.............................................      --         48
Transition related costs (Note 4)..........................      --      1,090
                                                             -------   -------
Total operating expenses...................................   47,976    40,361
                                                             -------   -------
  Operating income.........................................    4,079     3,967
Interest income............................................      (20)     (285)
Interest expense...........................................    7,873     7,995
Amortization of deferred financing expense.................      537       499
Other bank and financing expenses..........................       44        26
                                                             -------   -------
  Loss before income taxes.................................   (4,355)   (4,268)
Income tax benefit.........................................   (1,570)   (1,707)
                                                             -------   -------
  Net loss.................................................  $(2,785)  $(2,561)
                                                             =======   =======
</TABLE>
 
 
                See accompanying notes to financial statements.
 
                                       3
<PAGE>
 
                              VAN DE KAMP'S, INC.
                  STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
                             (DOLLARS IN THOUSANDS)
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                            COMMON ADDITIONAL
                                            STOCK   PAID-IN   RETAINED
                                            SHARES  CAPITAL   EARNINGS  TOTAL
                                            ------ ---------- -------- --------
<S>                                         <C>    <C>        <C>      <C>
Balance at June 30, 1997...................  200    $144,207   $3,714  $147,921
Capital contribution.......................  --           60      --         60
Net loss...................................  --          --    (2,785)   (2,785)
                                             ---    --------   ------  --------
Balance at September 30, 1997..............  200    $144,267   $  929  $145,196
                                             ===    ========   ======  ========
</TABLE>
 
 
 
 
                See accompanying notes to financial statements.
 
                                       4
<PAGE>
 
                              VAN DE KAMP'S, INC.
                            STATEMENTS OF CASH FLOWS
 
                             (DOLLARS IN THOUSANDS)
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                    FOR THE THREE MONTHS ENDED,
                                                    ---------------------------
                                                    SEPTEMBER 30, SEPTEMBER 28,
                                                        1997          1996
                                                    ------------- -------------
<S>                                                 <C>           <C>
Cash flows from operating activities:
  Net loss.........................................    $(2,785)     $ (2,561)
  Adjustments to reconcile net loss to cash
   provided
   by operating activities:
   Depreciation and amortization...................      5,718         5,534
   Deferred income taxes...........................     (1,570)       (1,716)
   Change in assets and liabilities, net of effects
    of businesses
    acquired:
    Decrease (increase) in accounts receivable.....      1,323       (19,763)
    (Increase) in inventories......................     (8,602)       (5,433)
    (Increase) in prepaid expenses.................       (687)         (769)
    Increase in accounts payable...................      3,340         2,751
    (Decrease) increase in accrued liabilities.....     (2,239)        5,553
                                                       -------      --------
Net cash used in operating activities..............     (5,502)      (16,404)
                                                       -------      --------
Cash flows from investing activities:
  Additions to property, plant and equipment.......     (2,802)       (4,476)
  Additions to other non-current assets............       (430)         (305)
  Payment for acquisition of business (Note 2).....        --       (189,744)
                                                       -------      --------
  Net cash used in investing activities............     (3,232)     (194,525)
                                                       -------      --------
Cash flows from financing activities:
  Proceeds from senior secured revolving and term
   debt............................................     19,500        39,000
  Proceeds from senior subordinated notes..........        --        135,000
  Repayment of borrowings..........................    (10,064)       (1,066)
  Capital contributions from Holdings..............         60        40,000
  Debt issuance costs..............................        --         (5,631)
                                                       -------      --------
Net cash provided by financing activities..........      9,496       207,303
                                                       -------      --------
Increase (decrease) in cash and cash equivalents...        762        (3,626)
Cash and cash equivalents, beginning of period.....        308         4,040
                                                       -------      --------
Cash and cash equivalents, end of period...........    $ 1,070      $    414
                                                       =======      ========
</TABLE>
 
 
                See accompanying notes to financial statements.
 
                                       5
<PAGE>
 
                       NOTES TO THE FINANCIAL STATEMENTS
 
                            (DOLLARS IN THOUSANDS)
 
NOTE 1 - BASIS OF PRESENTATION
 
  The interim financial statements of Van de Kamp's, Inc. (the --"Company"),
included herein, have not been audited by independent accountants. The
statements include all adjustments, such as normal recurring accruals, which
management considers necessary for a fair presentation of the financial
position and operating results of the Company for the periods presented. The
statements have been prepared by the Company pursuant to the rules and
regulations of the Securities and Exchange Commission. Accordingly, certain
information and footnote disclosures normally included in financial statements
prepared in conformity with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. The operating
results for interim periods are not necessarily indicative of results to be
expected for an entire year.
 
  Certain items previously reported in specific financial statement captions
have been reclassified to conform with the presentation adopted for the
quarter ended September 30, 1997.
 
  For further information, reference should be made to the financial
statements for the period ended June 30, 1997 and notes thereto included in
the Company's Annual Report on Form 10-K on file at the Securities and
Exchange Commission.
 
NOTE 2 - BUSINESS ACQUISITION
 
 Quaker Frozen Food Business
 
  On July 9, 1996, substantially all of the assets of the frozen food division
of The Quaker Oats Company ("Quaker") were purchased by the Company for $185.8
million. The Company purchased the Celeste(R) trademark and was granted an
exclusive perpetual, transferable, royalty-free license of the Aunt Jemima(R)
trademark for use in the frozen breakfast products business. Also included in
the acquisition were inventories and the manufacturing facility located in
Jackson, Tennessee, where the Company produces both product lines. The
purchase agreement contains customary representations, warranties and
covenants by each of Quaker and the Company. The acquisition was accounted for
by using the purchase method of accounting and the allocation of the purchase
price has been finalized.
 
  The acquisition was financed by (i) an equity capital contribution from VDK
Holdings, Inc. ("Holdings") of $40.0 million, (ii) the borrowing by the
Company of $45.0 million, $40.0 million and $50.0 million of senior secured
tranche A debt, senior secured tranche B debt and senior secured tranche C
debt, respectively, under the senior secured bank facilities, and (iii) a
$20.0 million senior secured convertible loan secured by cash collateral
posted by Holdings. The cash collateral balance received from Holdings was
recorded as a capital contribution and used to repay the senior secured
convertible loan in March 1997.
 
 
NOTE 3 - INVENTORIES
 
  Inventories are stated at the lower of cost (determined by the first-in,
first-out method) or market. Inventories consist of the following:

 
<TABLE>
<CAPTION>
                                                          SEPTEMBER 30, JUNE 30,
                                                              1997        1997
                                                          ------------- --------
      <S>                                                 <C>           <C>
      Raw materials......................................    $18,740    $12,556
      Packaging..........................................      3,151      3,178
      Finished goods.....................................     20,246     17,801
                                                             -------    -------
                                                             $42,137    $33,535
                                                             =======    =======
</TABLE>
 
 
                                       6
<PAGE>
 
NOTE 4 - TRANSITION RELATED COSTS
 
  Transition related costs consist of what management believes are one-time
costs incurred to establish operations and integrate the businesses acquired,
including relocation expenses, recruiting fees, sales training, computer
systems conversion, and other one-time transitional expenses.
 
ITEM 2:  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         --------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
  Reference is made to Notes to Financial Statements and Management's
Discussion and Analysis of Financial Condition and Results of Operations
presented in the Registrant's 1997 Form 10-K for the period ended June 30,
1997.
 
  The following discussion and analysis of the Company's financial condition
and results of operations should be read in conjunction with the historical
financial information included in the Financial Statements and notes to the
financial statements. Unless otherwise noted, years (1997 and 1996) in this
discussion refer to the Company's September-ending quarters.
 
  The following tables set forth, for the periods indicated, the percentage
which the items in the Statement of Operations bear to net sales. A summary of
the period to period increases (decreases) in the components of operations is
shown below. 
 
          COMPARATIVE RESULTS: THREE MONTHS ENDED SEPTEMBER 30, 1997
 
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                    THREE MONTHS ENDED                   PERIOD TO
                          ------------------------------------------- PERIOD INCREASE
                          SEPTEMBER 30, 1997    SEPTEMBER 28, 1996      (DECREASE)
                          --------------------- --------------------- ---------------
<S>                       <C>         <C>       <C>         <C>       <C>
                                  (DOLLARS IN THOUSANDS)
Net sales...............  $   86,456     100.0% $   78,153     100.0%       10.6%
Cost of goods sold......      34,401      39.8      33,825      43.3         1.7
                          ----------  --------  ----------  --------
  Gross profit..........      52,055      60.2      44,328      56.7        17.4
Selling, distribution
 and marketing expenses:
  Selling and
   distribution.........       8,762      10.2       9,441      12.1        (7.2)
  Trade promotions......      25,356      29.3      19,848      25.4        27.8
  Consumer marketing....       5,618       6.5       3,935       5.0        42.8
                          ----------  --------  ----------  --------
Total selling, distribu-
 tion and marketing ex-
 penses.................      39,736      46.0      33,224      42.5        19.6
Amortization of goodwill
 and other intangibles..       3,304       3.8       3,375       4.3        (2.1)
General and administra-
 tive expenses..........       4,936       5.7       2,624       3.4        88.1
Other expenses..........         --        --           48       0.0      (100.0)
Transition related               --        --        1,090       1.4      (100.0)
 costs..................  ----------  --------  ----------  --------      
  Total operating             47,976      55.5      40,361      51.6        18.9 
   expenses.............  ----------  --------  ----------  --------       
  Operating income......       4,079       4.7       3,967       5.1         2.8
Interest income.........         (20)     (0.0)       (285)     (0.3)       93.0
Interest expense........       7,873       9.1       7,995      10.2        (1.5)
Amortization of deferred
 financing expense......         537       0.6         499       0.7         7.6
Other bank and financing          44      (0.0)         26       0.0        69.2
 expenses...............  ----------  --------  ----------  --------       
  Loss before income
   taxes................      (4,355)     (5.0)     (4,268)     (5.5)        2.0
Income tax benefit......      (1,570)     (1.8)     (1,707)     (2.2)        8.0
                          ----------  --------  ----------  --------
  Net loss..............     ($2,785)    (3.2%) ($   2,561)    (3.3%)        8.7%
                          ==========  ========  ==========  ========
</TABLE>
 
                                       7
<PAGE>
 
RESULTS OF OPERATIONS
--------------------- 
 Quarter Ended September 30, 1997 Compared to Quarter Ended September 28, 1996
 
  Net Sales.  Net sales for the quarter increased 10.6% versus the same
quarter last year to $86.5 million. The divestiture of the whipped topping
product line in February 1997 accounted for a $2.0 million decrease in
desserts sales versus the same quarter last year. Excluding the impact of
whipped topping sales during the quarter ended September 28, 1996, sales
increased $10.2 million, or 13.3%. Aunt Jemima(R) sales increased by $6.0
million, or 41.8%, due to a favorable response to increased consumer marketing
and trade promotion spending. All breakfast product lines showed stronger
sales and continued growth versus the same quarter in the prior year.
Celeste(R) pizza sales increased by $3.7 million, or 24.7%, as a result of
focused promotional programs and more effective trade spending. Contributing
to this increase was the introduction of the Mama Celeste(TM) Fresh-Baked
Rising Crust Pizza, which is a new product that was launched in September.
Frozen seafood sales declined modestly as Mrs. Paul's(R) seafood sales
decreased 3.4% and Van de Kamp's(R) seafood sales decreased 2.5%. The decline
in seafood sales related to promotional timing differences and the
consolidation of product lines to eliminate less profitable products.
Foodservice sales increased $1.6 million, or 21.4%, versus the prior year, due
to focused selling efforts on frozen breakfast products.
 
  Gross Profit.  Gross profit increased from 56.7% as a percentage of net
sales to 60.2%. The improvements were created by i) favorable raw material
prices (particularly in seafood), ii) lower manufacturing costs for pizza and
breakfast products in the Jackson, Tennessee facility, and iii) the impact of
the divestiture of the less profitable whipped topping product line in
February 1997. Cost saving initiatives implemented in the Jackson facility
favorably impacted gross profit by producing higher yields and overhead
efficiencies.
 
  Selling, Distribution, and Marketing Expenses.  Selling, distribution, and
marketing expenses increased from 42.5% as a percentage of net sales in the
1996 September quarter to 46.0% in the current quarter. The increase was due
to higher trade promotion expense and consumer marketing expenditures. The
increase was partially offset by lower selling and distribution expenses.
 
  Selling and distribution expenses declined as a percentage of net sales due
to the development of a lower cost distribution network following the Mrs.
Paul's(R) and Celeste(R)/Aunt Jemima(R) acquisitions. Trade promotion spending
increased to reverse negative historical sales trends that existed prior to
the Company's ownership. Higher trade promotions expenditures resulted in
improved on-shelf pricing and more effective merchandising. Consumer marketing
increased as a percentage of net sales due to increased consumer spending to
support the introduction of Mama Celeste(TM) Fresh-Baked Rising Crust Pizza
during the current quarter and to increase awareness of the Celeste(R) brand.
Consumer marketing spending, specifically advertising and couponing, was
increased to improve volume and brand equity across all product lines.
 
  Amortization of Goodwill and Other Intangibles.  Amortization of goodwill
and intangibles remained consistent with the same quarter in the prior year.
 
  General and Administrative Expenses.  General and administrative expenses
increased $2.3 million in order to facilitate the management of the businesses
acquired during calendar 1996. General and administrative expenses increased
from 3.4% as a percentage of net sales to 5.7% during 1997 because the Company
reached near full staffing levels during the current quarter. The current
quarter also included the cost of a foodservice department to manage that
portion of the business which was not in existence in the prior year. During
the 1996 quarter, the Company paid Quaker a brokerage fee of $0.4 million,
which was classified as a selling expense, to manage the sales function of the
foodservice business.
 
  Interest Expense.  Interest expense decreased versus the same quarter in the
prior year due to scheduled repayments of the Company's senior secured term
debt.
 
  Income Before Income Taxes.  Income before income taxes decreased $0.1
million due to the factors discussed above.
 
 
                                       8
<PAGE>
 
  Provision for Income Taxes.  The Company's combined effective federal and
state tax rate for the current quarter was approximately 36%. This rate was
lower than the rate experienced in the same quarter last year because of a
lower effective state tax rate.
 
LIQUIDITY AND CAPITAL RESOURCES
------------------------------- 
  On July 9, 1996, the Company acquired substantially all of the assets of the
frozen food division of Quaker for approximately $185.8 million. These assets
included the Celeste(R) frozen pizza business and the Aunt Jemima(R) frozen
breakfast products business of Quaker. The acquisition was financed by (i) an
equity capital contribution of $40.0 million from Holdings, (ii) $135.0
million of additional borrowings through the Company's senior secured bank
facilities, and (iii) a $20.0 million senior secured convertible loan which
was secured by cash collateral posted by Holdings. Total sources of financing
of $195.0 million were used to fund the acquisition and pay transaction fees
and expenses. The cash collateral balance received from Holdings was recorded
as a capital contribution and used to repay the senior secured convertible
loan in March 1997.
 
  Total debt at September 30, 1997 was $322.3 million, an increase of $9.4
million from June 30, 1997. The increase in debt was the result of additional
net borrowings under the revolving debt facility necessary to fund working
capital requirements which was partially offset by scheduled principal
payments on the senior secured term debt. The debt consisted of $222.3 million
of senior secured term and revolving debt and $100.0 million of senior
subordinated notes outstanding. The interest rate on the subordinated notes is
12.0%, with semi-annual interest payments which commenced in March 1996. The
senior secured term debt, of which $15.0 million will mature during fiscal
year 1998, bears interest at a spread to prime or Eurodollar base rates. The
weighted average interest rate at September 30, 1997 for the senior secured
term debt was 8.6%. Interest is generally payable quarterly and principal
payments are semi-annual.
 
  The Company has a $25.0 million senior secured revolving credit facility
with a $20.5 million outstanding balance at September 30, 1997. The available
capacity under the revolving credit facility is subject to limitations based
on letters of credit.
 
  For the three months ended September 30, 1997, cash used in operations was
$5.5 million. Net loss plus non-cash charges provided $1.4 million of
operating cash flow, which was offset by a use of $6.9 million in cash to fund
working capital requirements. Current assets, excluding cash, increased $11.3
million. Inventory levels accounted for the majority of the increase.
Inventory quantities were increased to support the recent introduction of new
products and because the Company was able to take advantage of favorable raw
material prices during the quarter. The increase in current assets was
partially offset by a $1.1 million increase in accounts payable and accrued
expenses.
 
  Net cash used in investing activities was $3.2 million for the current
quarter. The Company spent $2.8 million in the first quarter for capital
expenditures, primarily to expand the frozen breakfast products production
capacity and to install the necessary equipment to produce the Mama
Celeste(TM) Fresh-Baked Rising Crust Pizza new product offering. The Company
expects to spend approximately $16.4 million on capital expenditures in fiscal
1998. The Company anticipates that these expenditures will be funded from
internal sources and available borrowing capacity.
 
  During the first quarter in fiscal 1998, cash of $9.5 million was provided
by financing activities, primarily from periodic draws on the revolving credit
facility of $19.5 million. Payments on borrowings in the first quarter were
approximately $10.1 million which includes $6.1 million in principal payments
on senior secured term debt and $4.0 million of periodic repayments on the
revolving credit facility.
 
  At September 30, 1997, the Company had approximately $1.1 million of cash
and cash equivalents and an unused commitment of $4.1 million on its $25.0
million revolving credit facility, net of reduction for previously issued
letters of credit. Cash provided by operations and borrowings under the
revolving credit facility are the primary sources of liquidity. Based on
current estimates of cash flows and operating expenses, the Company believes
that the available borrowing capacity under the revolving credit facility,
combined with cash provided by operations, will continue to provide the
Company with the flexibility to fund future operations as well as to meet
existing obligations.
 
                                       9
<PAGE>
 
                           PART II-OTHER INFORMATION
 
ITEM 1: LEGAL PROCEEDINGS
-------------------------
  None.
 
ITEM 2: CHANGES IN SECURITIES
-----------------------------
  Not applicable.
 
ITEM 3: DEFAULTS UPON SENIOR SECURITIES
--------------------------------------- 
  Not applicable.
 
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-----------------------------------------------------------
  Not applicable.
 
ITEM 5: OTHER INFORMATION
-------------------------
  Not applicable.
 
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
----------------------------------------
  (a) Exhibits
 
 EXHIBIT
 NUMBER  EXHIBIT
 ------- -------
 27.1    Financial Data Schedule.

 
  (b) Reports on Form 8-K
 
      None.
<PAGE>
 
                                   SIGNATURES
 
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
 
 
                                          VAN DE KAMP'S, INC .
 
 
                                 
Dated     November 13, 1997            By:   /s/ Timothy B. Andersen
     -----------------------------           ---------------------------------
                                                 Timothy B. Andersen  
                                              CHIEF FINANCIAL OFFICER AND VICE
                                            PRESIDENT, ADMINISTRATION AND DULY
                                                    AUTHORIZED OFFICER