<PAGE>   1
                                  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 November 29, 1998

                                       OR

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

                        Commission File Number -- 0-17896

                            HANOVER FOODS CORPORATION
             (Exact name of Registrant as specified in its charter)

Commonwealth of Pennsylvania                                     23-0670710
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

1486 York Road, P.O. Box 334, Hanover, PA                          17331
(Address of principal executive offices)                         (Zip Code)

717-632-6000
(Registrant's telephone number, including area code)

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, and (2) has been subject to such filing for the past 90
days. Yes [X] No [ ]

Indicate the number of shares outstanding of issuer's classes of common stock as
of the latest practicable date.

<TABLE>
<CAPTION>
            Class                               Outstanding at November 29, 1998
            -----                               --------------------------------
<S>                                             <C>
Class A Common Stock, $25 par value                      290,148 shares

Class B Common Stock, $25 par value                      426,620 shares
</TABLE>
<PAGE>   2
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES

                                    FORM 10-Q

                  For the Twenty Six Weeks Ended March 29, 1998


Index
                                                                            Page
Part I -- Financial Information

   Item 1 -- Financial Statements:

         Condensed Consolidated Balance Sheets
            November 29, 1998 (Unaudited) and May 31, 1998..................   3

         Condensed Consolidated Statements of Operations (Unaudited)
            Twenty Six Weeks and Thirteen Weeks Ended
            November 29, 1998 and November 30, 1997.........................   5

         Condensed Consolidated Statements of Stockholders'
            Equity (Unaudited), Periods Ended November 29, 1998
            and May 31, 1998................................................   6

         Condensed Consolidated Statements of Cash Flows
            (Unaudited), Twenty-Six Weeks Ended November 29, 1998
            and November 30, 1997...........................................   7

         Notes to Condensed Consolidated Financial Statements
            (Unaudited).....................................................   8

   Item 2 -- Management's Discussion and Analysis of Financial

                  Condition and Results of Operations.......................  18

Part II -- Other Information................................................  23

   Item    1 -- Legal Proceedings...........................................  23
   Items 2-3 -- None........................................................  26
   Item    4 -- Submission of Matters to a Vote of Security Holders.........  26
   Item    5 -- None........................................................  26
   Item    6 -- Exhibits and Reports  on Form 8-K...........................  26
<PAGE>   3
                         PART I -- FINANCIAL INFORMATION
                          Item 1. Financial Statements
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES
                      Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------
ASSETS                                            November 29, 1998  May 31, 1998
                                                     (Unaudited)
---------------------------------------------------------------------------------
<S>                                               <C>                <C>
Current Assets:                                                      
   Cash and Cash Equivalents                         $  1,537,000    $  2,337,000
   Accounts and Notes Receivable, Net                  27,156,000      23,429,000
   Accounts Receivable from Related Parties, Net                0         389,000
   Inventories                                         57,743,000      42,962,000
   Prepaid Expenses                                     2,659,000       2,244,000
   Deferred Income Taxes                                  365,000         365,000
---------------------------------------------------------------------------------
Total Current Assets                                   89,460,000      71,726,000
---------------------------------------------------------------------------------
Property, Plant and Equipment, at Cost:                              
   Land and Buildings                                  43,055,000      35,171,000
   Machinery and Equipment                             92,051,000      86,965,000
   Leasehold Improvements                                 382,000         374,000
---------------------------------------------------------------------------------
                                                      135,488,000     122,510,000
   Less Accumulated Depreciation and                                 
      Amortization                                     75,488,000      72,641,000
---------------------------------------------------------------------------------
                                                       60,000,000      49,869,000
   Construction in Progress                                30,000       4,411,000
---------------------------------------------------------------------------------
Total Property, Plant and Equipment                    60,030,000      54,280,000
---------------------------------------------------------------------------------
Other Assets and Deferred Charges:                                   
   Intangible Assets, Net                               2,338,000       2,323,000
   Other Assets                                         3,160,000       2,678,000
---------------------------------------------------------------------------------
Total Assets                                         $154,988,000    $131,007,000
---------------------------------------------------------------------------------
</TABLE>
                                                                    
     See accompanying notes to condensed consolidated financial statements.


                                        3
<PAGE>   4
          PART I -- FINANCIAL INFORMATION Item 1. Financial Statements
HANOVER FOODS CORPORATION AND SUBSIDIARIES-Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY                         November 29, 1998 (Unaudited)     May 31, 1998
------------------------------------------------------------------------------------------------------------
<S>                                                          <C>                               <C>
Current Liabilities:
   Notes Payable - Banks                                             $  33,765,000             $  19,874,000
   Accounts Payable                                                     23,971,000                23,979,000
   Accounts Payable-Related Parties, Net                                   554,000                         0
   Accrued Expenses                                                     12,820,000                 7,717,000
   Current Maturities of Long-Term Debt                                  1,859,000                 1,859,000
   Income Taxes Payable                                                  1,262,000                 1,498,000
------------------------------------------------------------------------------------------------------------
Total Current Liabilities                                               74,231,000                54,927,000
------------------------------------------------------------------------------------------------------------
Long-Term Debt, Less Current Maturities                                 14,359,000                14,359,000
Other Liabilities                                                        1,842,000                 1,565,000
Deferred Income Taxes                                                    4,618,000                 4,686,000
------------------------------------------------------------------------------------------------------------
Total Liabilities                                                       95,050,000                75,537,000
------------------------------------------------------------------------------------------------------------
Stockholders' Equity:                                                                         
   8.25% cumulative convertible preferred, $25 par value;                                     
      issuable in series, 120,000 shares authorized;                                          
      31,536 shares issued, 15,044 shares outstanding                      788,000                   788,000
   4.40% cumulative convertible preferred, $25 par value;                                     
      issuable in series, 10,000 shares authorized; 10,000                                    
      shares issued and outstanding                                        250,000                   250,000
  Common stock, Class A, non-voting, $25 par value;                                           
      800,000 shares authorized, 349,210 shares issued,                                       
      290,148 shares at November 29, 1998 and 290,860                                         
      shares at May 31, 1998 outstanding                                 8,729,000                 8,729,000
   Common stock, Class B, voting, $25 par value;                                              
      880,000 shares authorized, 493,123 shares issued,                                       
      426,620 shares at November 29, 1998 and 426,766                                         
      shares at May 31, 1998 outstanding                                12,328,000                12,328,000
   Capital Paid in Excess of Par Value                                   2,143,000                 2,143,000
   Retained Earnings                                                    43,521,000                39,179,000
   Treasury Stock, at Cost                                              (8,033,000)               (7,993,000)
   Other Reserves                                                          212,000                    46,000
------------------------------------------------------------------------------------------------------------
Total Stockholders' Equity                                              59,938,000                55,470,000
------------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity                           $ 154,988,000             $ 131,007,000
------------------------------------------------------------------------------------------------------------
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                        4
<PAGE>   5
                         PART I -- FINANCIAL INFORMATION
                     Item 1. Financial Statements, Continued
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
                                          Twenty-Six Weeks Ended             Thirteen Weeks Ended
                                        November 29,     November 30,     November 29,     November 30,
                                           1998             1997             1998             1997
------------------------------------------------------------------------------------------------------
<S>                                    <C>              <C>              <C>              <C>         
Net Sales                              $139,243,000     $124,002,000     $ 80,705,000     $ 68,110,000
Cost of Goods Sold                      104,407,000       93,878,000       60,482,000       51,185,000
------------------------------------------------------------------------------------------------------
Gross Profit                             34,836,000       30,124,000       20,223,000       16,925,000

Selling Expenses                         19,567,000       17,327,000       11,341,000        9,960,000
Administrative Expenses                   5,342,000        4,500,000        2,565,000        2,164,000
------------------------------------------------------------------------------------------------------
Operating Profit                          9,927,000        8,297,000        6,317,000        4,801,000

Interest Expense                          1,502,000        1,702,000          738,000          817,000

Other Expenses, Net                         242,000           75,000          165,000         (161,000)
------------------------------------------------------------------------------------------------------
Earnings Before Income Taxes              8,183,000        6,520,000        5,414,000        4,145,000

Income Taxes                              3,305,000        2,481,000        2,172,000        1,633,000
------------------------------------------------------------------------------------------------------
Net Earnings                              4,878,000        4,039,000        3,242,000        2,512,000
Dividends on Preferred Stock                 23,000           16,000           11,000            8,000
------------------------------------------------------------------------------------------------------
Net Earnings Applicable to
   Common Stock                           4,855,000        4,023,000        3,231,000        2,504,000
------------------------------------------------------------------------------------------------------
Earnings Per Share:
   Net Earnings Per Common Share -
      Basic                            $       6.77     $       5.60     $       4.51     $       3.48
   Net Earnings Per Common Share -
      Diluted                          $       6.66     $       5.58     $       4.43     $       3.47
Dividends Per Share, Common            $      0.550     $      0.550     $      0.275     $      0.275
Basic Weighted Average Shares               717,085          718,688          717,197          719,037
Diluted Weighted Average Shares             732,006          724,474          732,118          724,823
------------------------------------------------------------------------------------------------------
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                        5
<PAGE>   6
                         PART I -- FINANCIAL INFORMATION
                     Item 1. Financial Statements, Continued

                   HANOVER FOODS CORPORATION AND SUBSIDIARIES
            Condensed Consolidated Statements of Stockholders' Equity
                                    Unaudited

<TABLE>
<CAPTION>
                                                     Cumulative             Cumulative                            
                                               Convertible Preferred   Convertible Preferred
                                                       Stock                  Stock              Common Stock     
                                                   Series A and B            Series C              Class A        
                                   Total                                                                          
                                Stockholders'                                                                     
                                   Equity       Shares       Amount     Shares       Amount    Shares     Amount  
                                ----------------------------------------------------------------------------------
<S>                             <C>             <C>         <C>         <C>         <C>        <C>      <C>       
Balance, May 31, 1998           $55,470,000     31,536      $788,000    10,000      $250,000   349,210  $8,729,000
                                
Net Earnings for  the Period      4,878,000                                                                       
                                
Cash Dividends Per Share:       
                                
   Preferred Stock                  (23,000)                                                                      
                                
  Common Stock                     (513,000)                                                                      
                                
Redemption of Common Stock      
                                
   (Class A 712 Shares and      
       Class B 146 Shares)          (40,000)                                                                      
                                
Unrealized Gain on Investments      166,000                                                                       
------------------------------------------------------------------------------------------------------------------
Balance, November 29, 1998      $59,538,000     31,536      $788,000    10,000      $250,000   349,210  $8,729,000
==================================================================================================================

<CAPTION>                       
                                                                                                                  
                                                                                                                  
                                    Common Stock                                                                  
                                      Class B                                       Treasury Stock                
                                                        Capital Paid                                              
                                                        in Excess of   Retained                                   
                                  Shares     Amount       Par Value    Earnings    Shares      Amount      Other  
                                ----------------------------------------------------------------------------------
<S>                               <C>      <C>          <C>           <C>          <C>      <C>           <C>     
Balance, May 31, 1998             493,123  $12,328,000   $2,143,000   $39,179,000  141,199  $(7,993,000)   $46,000
                                                                                                                  
Net Earnings for  the Period                                            4,878,000                                 
                                                                                                                  
Cash Dividends Per Share:                                                                                         
                                                                                                                  
   Preferred Stock                                                        (23,000)                                
                                                                                                                  
  Common Stock                                                           (513,000)                                
                                                                                                                  
Redemption of Common Stock                                                                                        
                                                                                                                  
   (Class A 712 Shares and                                                                                        
       Class B 146 Shares)                                                             858      (40,000)          
                                                                                                                  
Unrealized Gain on Investments                                                                             166,000
------------------------------------------------------------------------------------------------------------------
Balance, November 29, 1998        493,123  $12,328,000   $2,143,000   $43,521,000  142,057  $(8,033,000)  $212,000
==================================================================================================================
</TABLE>
                               
     See accompanying notes to condensed consolidated financial statements.


                                        6
<PAGE>   7
                         PART I -- FINANCIAL INFORMATION
                          Item 1. Financial Statements
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES
           Condensed Consolidated Statements of Cash Flows (Unaudited)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
                                                      Period Ended: November 29, 1998      November 30, 1997
------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                                  <C>
Increase (Decrease) in Cash and Cash Equivalents

Operating Activities:
   Net Earnings                                                $  4,878,000                   $  4,039,000
   Adjustments to Reconcile Net Earnings to Net                                              
      Cash Used in Operating Activities:                                                     
         Depreciation and Amortization                            2,956,000                      2,805,000
         Deferred Income Taxes                                      (68,000)                        99,000
   Changes in Assets and Liabilities:                                                        
         Accounts Receivable                                     (3,338,000)                    (1,433,000)
         Inventories                                            (14,781,000)                   (16,595,000)
         Prepaid Expenses                                          (415,000)                      (135,000)
         Accounts Payable and Accrued Expenses                    5,649,000                      9,761,000
         Income Taxes Payable                                      (236,000)                       212,000
         Other Liabilities                                          277,000                        121,000
------------------------------------------------------------------------------------------------------------
Net Cash Used In Operating Activities                            (5,078,000)                    (1,126,000)
------------------------------------------------------------------------------------------------------------
Investing Activities:                                                                        
   Increase in Other Assets                                        (440,000)                       420,000
   Acquisitions of Property, Plant and Equipment                 (8,597,000)                    (2,119,000)
------------------------------------------------------------------------------------------------------------
Net Cash Used in Investing Activities                            (9,037,000)                    (1,699,000)
------------------------------------------------------------------------------------------------------------
Financing Activities:                                                                        
   Increase in Notes Payable                                     13,891,000                      3,375,000
   Payments on Long-Term Debt                                             0                       (250,000)
   Payment of Dividends                                            (536,000)                      (411,000)
   Redemption of Common Stock                                       (40,000)                       (45,000)
------------------------------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities                        13,315,000                      2,669,000
------------------------------------------------------------------------------------------------------------
Net Decrease in Cash and Cash Equivalents                          (800,000)                      (156,000)
Cash and Cash Equivalents, Beginning of Period                    2,337,000                      3,312,000
------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents, End of Period                       $  1,537,000                   $  3,156,000
------------------------------------------------------------------------------------------------------------
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                        7
<PAGE>   8
                         PART I -- FINANCIAL INFORMATION
                     Item 1. Financial Statements, Continued
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                     November 19, 1998 and November 30, 1997
                                   (Unaudited)

--------------------------------------------------------------------------------
(1)      BASIS OF PRESENTATION

         The condensed consolidated financial statements of the Corporation
         included herein have been prepared, without audit, pursuant to the
         rules and regulations of the Securities and Exchange Commission.
         Although, certain information normally included in financial statements
         prepared in accordance with generally accepted accounting principles
         has been omitted, the Registrant believes that the disclosures are
         adequate to make the information presented not misleading.

         The Corporation's fiscal year ends at the close of operations on the
         Sunday nearest to May 31. Accordingly, these financial statements
         reflect activity for the twenty-six week periods ended November 29,
         1998 and November 30, 1997.

         It is suggested that these condensed consolidated financial statements
         be read in conjunction with the consolidated financial statements and
         the notes thereto included in Form 10-K for the Corporation's fiscal
         year ended May 31, 1998.

         The condensed consolidated financial statements included herein reflect
         all adjustments (consisting only of normal recurring accruals) which,
         in the opinion of management, are necessary to present a fair statement
         of the results of the interim period.

         The results for interim periods are not necessarily indicative of
         trends or results to be expected for a full fiscal year.

(2)      SHORT-TERM BORROWINGS

         The Corporation and its subsidiaries maintain short-term unsecured
         lines of credit with various banks providing credit availability
         amounting to $65.0 million of which $33,765,000 was borrowed at
         November 29, 1998. The average cost of funds during the period ended
         November 29, 1998 was 5.75%.


                                        8
<PAGE>   9
                         PART I -- FINANCIAL INFORMATION
                     Item 1. Financial Statements, Continued
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)
--------------------------------------------------------------------------------

(3)      LONG-TERM DEBT

         The long-term debt of the Corporation and its subsidiaries consist of:

<TABLE>
<CAPTION>
                                                November 29, 1998   May 31, 1998
--------------------------------------------------------------------------------
<S>                                             <C>                 <C>
8.74% unsecured senior notes payable
   to an insurance company, due
   fiscal years ending 1995-2007                   $16,071,000       $16,071,000

Installment obligation payable to a related 
   party, due in equal annual installments 
   in fiscal years ending 1996-2000 
   interest at prime rate (8.50% at
   August 30, 1998)                                    147,000           147,000
--------------------------------------------------------------------------------
                                                    16,218,000        16,218,000

Less current maturities                              1,859,000         1,859,000
--------------------------------------------------------------------------------

Net Long Term Debt                                 $14,359,000       $14,359,000
--------------------------------------------------------------------------------
</TABLE>

The term loan agreements with the insurance company and the agreements for
seasonal borrowing with financial institutions contain various restrictive
provisions including those relating to mergers and acquisitions, additional
borrowing, guarantees of obligations, lease commitments, limitations on
declaration and payment of dividends, repurchase of the Corporation's stock, and
the maintenance of working capital and certain financial ratios.

The Corporation is in compliance with the restrictive provisions in the
agreements.


                                        9
<PAGE>   10
                         PART I -- FINANCIAL INFORMATION
                     Item 1. Financial Statements, Continued
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES
                     Notes to Condensed Financial Statements
                                   (Unaudited)

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

(4)      RELATED PARTY TRANSACTIONS

         The Corporation and its subsidiaries, in the normal course of business,
         purchase and sell goods and services to related parties. The
         Corporation believes that the cost of such purchases and sales are
         competitive with alternative sources of supply and markets.

<TABLE>
<CAPTION>
                                        Twenty-Six Weeks Ended        Thirteen Weeks Ended
                                      November 29,   November 30,   November 29,   November 30,
                                         1998           1997           1998           1997
----------------------------------------------------------------------------------------------
<S>                                   <C>            <C>            <C>            <C>
REVENUES:

   Park 100 Foods, Inc.               $1,747,000     $2,465,000     $  817,000     $  718,000

CORPORATE CHANGES:

   Snyder's of Hanover, Inc.          $   93,000     $   88,000     $   47,000     $   44,000

EXPENDITURES:

   Park 100 Foods Corp.               $   34,000     $  142,000     $   11,000     $        0
   ARWCO Corporation                  $    8,000     $   10,000     $    4,000     $    6,000
   Warehime Enterprises, Inc.         $   13,000     $    2,000     $    1,000     $    1,000
   John A. & Patricia M. Warehime     $   30,000     $   30,000     $   19,000     $   14,000
   James G. Sturgill                  $   36,000     $   40,000     $   18,000     $   16,000
   Lippy Brothers, Inc.               $  254,000     $   69,000     $  253,000     $   69,000
----------------------------------------------------------------------------------------------
</TABLE>


                                       10
<PAGE>   11
                         PART I -- FINANCIAL INFORMATION
                     Item 1. Financial Statements, Continued
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES
                     Notes to Condensed Financial Statements
                                   (Unaudited)

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

The respective November 29, 1998 and May 31, 1998 account balances with related
companies are as follows:

<TABLE>
<CAPTION>
                                               November 29, 1998    May 31, 1998
--------------------------------------------------------------------------------
<S>                                            <C>                  <C>
ACCOUNTS RECEIVABLE:

   Snyder's of Hanover, Inc.                        $ 31,000          $ 48,000
   Park 100 Foods, Inc.                             $130,000          $346,000
   Warehime Enterprises                             $      0          $  3,000

ACCOUNTS PAYABLE:

   Park 100 Foods, Inc.                             $  3,000          $      0
   ARWCO Corporation                                $  1,000          $  1,000
   Warehime Enterprises                             $  6,000          $      0
   James G. Sturgill                                $  3,000          $  7,000
   Lippy Brothers, Inc.                             $702,000          $      0

NOTES PAYABLE:

   Cyril T. Noel                                    $147,000          $147,000
--------------------------------------------------------------------------------
</TABLE>


                                       11
<PAGE>   12
                         PART I -- FINANCIAL INFORMATION
                 Item 2. Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES

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

EARNINGS PER SHARE

(5)      The Company adopted Statement of Financial Accounting Standards No.
         128, "Earnings Per Share" effective with the period ended March 1,1998,
         and restated all prior earnings per share amounts to conform to the
         provisions thereof.

(6)      The Company adopted Statement of Financial Accounting Standards No.
         130, "Reporting Comprehensive Income" in the first quarter of the
         current year. Comprehensive income is determined as follows:

<TABLE>
<CAPTION>
                                Twenty-Six Weeks Ended            Thirteen Weeks Ended
                              November 29,    November 30,     November 29,    November 30,
                                 1998            1997             1998            1997
                              -----------     -----------      -----------     -----------
<S>                           <C>             <C>              <C>             <C>        
Net Income                    $ 4,878,000     $ 4,039,000      $ 3,242,000     $ 2,512,000

Other Comprehensive
   Income (Loss):

   Unrealized Gain (Loss)
      On Investments              166,000        (246,000)         237,000        (225,000)
                              -----------     -----------      -----------     -----------
Comprehensive Income          $ 5,044,000     $ 3,793,000      $ 3,479,000     $ 2,287,000
                              ===========     ===========      ===========     ===========
</TABLE>


                                       12
<PAGE>   13
                         PART I - FINANCIAL INFORMATION
                 Item 2. Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES
--------------------------------------------------------------------------------

(7)      ACQUISITIONS

         During the year ended May 31, 1998 the Company purchased assets and
         assumed certain liabilities of L.K. Bowman, Inc. and L.K. Bowman
         Pacific, Inc. These purchases were not material to the Company's
         results of operations for the year ended May 31, 1998. The allocation
         of the purchase price is as follows:

<TABLE>
<S>                                                                 <C>        
Accounts receivable                                                 $ 1,830,000
Inventory                                                             4,002,000
Prepaid expenses                                                         41,000
Property, plant and equipment                                           911,000
Intangible assets                                                       300,000
Goodwill                                                              1,435,000
Accounts payable                                                     (1,426,000)
Accrued expenses                                                       (412,000)
                                                                    -----------
                                                                    $ 6,681,000
                                                                    ===========
</TABLE>


         During October 1998, the Company purchased certain assets of Bickel's
         Potato Chip Co. Inc. This purchase was not material to the Company's
         results of operations for the thirteen or twenty-six week periods ended
         November 29, 1998.

         The allocations of the purchase is as follows:

<TABLE>
<S>                                                                   <C>       
Inventory                                                             $  234,000
Prepaid expenses                                                          13,000
Property, plant and equipment                                          1,429,000
                                                                      ----------
                                                                      $1,676,000
                                                                      ==========
</TABLE>


                                       13
<PAGE>   14
                         PART I -- FINANCIAL INFORMATION
                     Item 1. Financial Statements, Continued
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)
--------------------------------------------------------------------------------

(8)      CONTINGENCIES

LEGAL PROCEEDINGS

         1995 WAREHIME FAMILY LITIGATION

         On February 1, 1995, Michael A. Warehime, J. William Warehime and
Elizabeth W. Stick, three Class B shareholders of the Corporation, filed a
complaint in the Court of Common Pleas of York County, Pennsylvania against the
Corporation and John A. Warehime (Chairman of the Corporation), in his capacity
as voting trustee of two voting trusts entitling him to vote approximately 52%
of the Class B common stock. The Court has dismissed various claims and parties
in the lawsuit and the only remaining parties are Michael A. Warehime as
plaintiff and John A. Warehime as defendant. The only remaining claims are: (i)
a claim for breach of fiduciary duty based on exercise of powers beyond those
granted by certain voting trust agreements, (ii) a claim for breach of fiduciary
duty for use of the voting trusts in a manner harmful to their beneficiaries,
(iii) a count requesting removal of John A. Warehime as the voting trustee of
the voting trusts.

         DERIVATIVE ACTION

         On September 13, 1996, certain Class A common stockholders filed a
complaint in equity against six of the Corporation's directors and the estate of
a former director in the Court of Common Pleas of York County, Pennsylvania (the
complaint). The suit also names the Corporation as a nominal defendant. The suit
sought various forms of relief including, but not limited to, rescission of the
board's April 28, 1995 approval of John A. Warehime's 1995 Employment Agreement
and the board's February 10, 1995 adjustment of director's fees. (Since the
filing of this lawsuit, John A. Warehime's 1995 Employment Agreement was
amended.) In addition, the plaintiffs sought costs and fees incident to bringing
suit. On November 4, 1996, the complaint was amended to add additional
plaintiffs. On June 24, 1997, the Court dismissed the amended complaint for
failure to make a prior demand. An appeal was filed from the court's June 24,
1997 Order. On December 2, 1998, the Superior Court of Pennsylvania held that
the derivative plaintiffs had made adequate demand.


                                       14
<PAGE>   15
                         PART I -- FINANCIAL INFORMATION
                     Item 1. Financial Statements, Continued
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)
--------------------------------------------------------------------------------

On May 12, 1997, a written demand was received by the Corporation from the
attorney for those Class A common stockholders containing similar allegations
and the allegations raised by the Class A common stockholders were investigated
by a special independent committee of the Board of Directors and found to be
without merit.

         1997 WAREHIME FAMILY LITIGATION

         On February 21, 1997, Michael A. Warehime, a Class B shareholder, and
certain Class A shareholders filed motions for a preliminary injunction against
the Corporation, John A. Warehime, in his capacity as voting trustee, and all
certain directors of the Corporation in the Court of Common Pleas of York
County, Pennsylvania against a Proposal of the Board of Directors to amend and
restate the Corporation's Articles of Incorporation in the manner hereafter
described.

         On February 13, 1997, the Board of Directors proposed an amendment and
Restatement of the Corporation's Articles of Incorporation (the "Amended and
Restated Articles") which provides that if all of the following Class B
Shareholders (or their estates upon the death of such stockholders), Michael A.
Warehime, John A. Warehime, Sally W. Yelland, J. William Warehime, and Elizabeth
W. Stick (all members of the Warehime family),do not agree in writing to the
composition of the Board of Directors or other important matters specified below
on or after the 1998 annual shareholders meeting, the trustees of the
Corporation's 401(k) Savings Plan (or a similar employee benefit plan), acting
as fiduciaries for the employees who participate in the Plan, and the Class A
shareholders may become entitled to vote in the manner described in the
document. Pursuant to the Company's Bylaws, nominations for director must be
submitted to the Company in the manner prescribed by the bylaws no later than
June 1 of the year in which the meeting is to occur.

         The Amended and Restated Articles create a Series C Convertible
Preferred Stock and also classified the terms of the Board of Directors
commencing with the election at the 1997 annual shareholders meeting and permit
directors to be elected for four year terms as permitted by Pennsylvania law.

The motions for a preliminary injunction were dismissed by the Court on June 24,
1997. The


                                       15
<PAGE>   16
                         PART I -- FINANCIAL INFORMATION
                     Item 1. Financial Statements, Continued
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)
--------------------------------------------------------------------------------

Class B shareholders on June 25, 1997 approved the Amended and Restated Articles
(John A. Warehime being the sole Class B shareholder voting affirmatively in his
capacity as voting trustee) and the Amended and Restated Articles became
effective June 25, 1997.

         In August 1997, the Board of Directors proposed a further amendment
(the "Amendment") to the Amended and Restated Articles to expand the definition
of "disinterested directors" in the manner described below, and to approve
certain performance based compensation for John A. Warehime solely for the
purpose of making the Corporation eligible for a federal income tax deduction
pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended. A
special meeting was scheduled for August 14, 1997 (the "Special Meeting") to
vote on these proposals. On August 8, 1997, Michael A. Warehime filed a motion
in the Court of Common Pleas of York County, Pennsylvania to prevent John A.
Warehime, in his capacity as voting trustee from voting on these proposals and
to enjoin the Amendment. This Motion was denied on August 11, 1997. The
Amendment and the proposal under Section 162(m) were approved by Class B
Shareholders (John A. Warehime was the sole Class B shareholder to vote
affirmatively, in his capacity as voting trustee) on August 14, 1997 and the
Amendment became effective on August 14, 1997.

         Under the Amendment, the definition of "disinterested directors" means
the person who, in the opinion of counsel for the Corporation, meet any of the
following criteria: (i) disinterested directors as defined in Section 17159(e)
of the Pennsylvania Business Corporations Law of 1988, as amended; (ii) persons
who are not "interested" directors as defined in Section 1.23 of The American
Law Institute "Principles of Corporate Governance: Analysis and Recommendations"
(1994); or (iii) persons who qualify as members of the Audit Committee pursuant
to Section 303.00 of the New York Stock Exchange's Listed Company Manual.

         Michael Warehime filed an appeal from the denial of his motion to
enjoin the previously described Amendment to the Company's Amended and Restated
Articles. On December 2, 1998, a majority panel of the Superior Court of
Pennsylvania issued a decision holding that although John Warehime had acted in
good faith in voting for the Amendment to the Amended and Restated Articles as
trustee of the Warehime voting trust, Mr. Warehime breached his fiduciary duty
to the beneficiaries of the Warehime voting trust in voting for the Amendment.
On December 16, 1998, John Warehime filed a motion for reargument en banc with
the Superior


                                       16
<PAGE>   17
                         PART I -- FINANCIAL INFORMATION
                     Item 1. Financial Statements, Continued
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)
--------------------------------------------------------------------------------

Court. On December 16, 1998, Michael Warehime filed a motion for clarification
requesting that the Superior Court issue an order invalidating the Amendment to
the Amended and Restated Articles. On December 23, 1998, the Superior Court
denied Michael Warehime's motion for clarification.

         The Corporation is involved in various other claims and legal actions
arising in the ordinary course of business. In the opinion of management, the
ultimate disposition of these matters will not have a material adverse effect on
the Corporation's consolidated financial position, results of operations or
liquidity.


                                       17
<PAGE>   18
                         PART I -- FINANCIAL INFORMATION
                 Item 2. Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES

ITEM 1.   BUSINESS

FORWARD LOOKING STATEMENTS

When used in this Form 10-Q, the words or phrases "will likely result," "are
expected to," "will continue," "is anticipated," "estimate," "projected," or
similar expressions are intended to identify "forward looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
statements are subject to certain risks and uncertainties, including but not
limited to quarterly fluctuations in operating results, competition, state and
federal regulation, environmental considerations, foreign operations and risks
associated with the Year 2000 Issue. Such factors, which are discussed in the
Form 10-Q, could affect the Company's financial performance and could cause the
Company`s actual results for future periods to differ materially from any
opinion or statements expressed herein with respect to future periods. As a
result, the Company wishes to caution readers not to place undue reliance on any
such forward-looking statements, which speak only as of the date made.

The following comments should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations
appearing in the Corporation's Annual Report on Form 10-K for the fiscal year
ended May 31, 1998.

RESULTS OF OPERATIONS

NET SALES

Consolidated net sales were $139.2 million for the twenty-six week period ended
November 29, 1998. This represents an increase of 12.3% over the twenty-six week
period ended November 30, 1997 consolidated net sales of $124.0 million.
Consolidated net sales were $80.7 million for the thirteen week period ended
November 29, 1998, a 18.5% increase from consolidated net sales of $68.1 million
for the corresponding period in the prior year. This increase was due to
increases in the sales of L.K. Bowman, Sunnyside Fresh Foods, and Bickel's
Potato Chip Co. Inc., new acquisitions during the later part of fiscal 97/98 and
the second quarter of fiscal 98/99 plus increases in retail sales as well as
food service sales offset by decreases in frozen industrial sales.


                                       18
<PAGE>   19
                         PART I - FINANCIAL INFORMATION
                 Item 2. Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                    HANOVER FOODS CORPORATION AND SUBSIDIARIES

COST OF GOODS SOLD

Cost of goods sold were $104.4 million, or 75.0% of consolidated net sales in
the twenty-six week period ended November 29, 1998 and $93.9 million, or 75.7%
of consolidated net sales, for the corresponding period in 1997. Cost of goods
sold was $60.5 million, or 74.9% of consolidated net sales, for the thirteen
week period ended November 29, 1998 as compared to $51.2 million or 75.2% of
consolidated net sales, for the corresponding period in 1997. The decrease in
cost of goods sold as a percentage of net sales resulted primarily from a
reduction in the cost of operations for both the twenty-six week period as well
as the thirteen week period.

SELLING EXPENSES

Selling expenses were $19.6 million, or 14.1% of consolidated net sales, for the
twenty-six week period ended November 29, 1998 as compared to $17.3 million or
14.0% of consolidated net sales, during the corresponding period in 1997.
Selling expenses were $11.3 million or 14.1% of consolidated net sales for the
thirteen week period ended November 29, 1998 compared to $10.0 million, or 14.6%
of consolidated net sales, during the corresponding period in 1997. The increase
in selling expenses reflects higher expenses related to coupon programs.

ADMINISTRATIVE EXPENSES

Administration expenses as a percentage of consolidated net sales were 3.8% for
the twenty-six week period ended November 29, 1998 compared to 3.6% for the
corresponding period of 1997. Administrative expenses as a percentage of
consolidated net sales were 3.2% for the thirteen week period ended November 29,
1998 compared to 3.2% of consolidated net sales during the corresponding period
in 1997. The increase in dollars is attributed to increases in outside
consulting services dealing with the Year 2000 conversion and the administrative
expenses of our acquisitions, L.K. Bowman, Sunnyside Fresh Foods and Bickels
Potato Chip Co.

Since 1995, the Corporation has been involved in litigation with certain members
of the Warehime Family which is described under "Legal Proceedings". The
plaintiffs in these litigation matters did not allege a specific amount of
monetary damages in the complaints filed in connection with these lawsuits. The
litigation did not have a material impact on the financial condition, results
of operations or business of the company, during the 3 and 6 months ended
November 29, 1998.



                                       19
<PAGE>   20
                         PART I - FINANCIAL INFORMATION
                 Item 2. Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                    HANOVER FOODS CORPORATION AND SUBSIDIARIES


INTEREST EXPENSE

Interest expense was $1,502,000 for the twenty-six week period ended November
29, 1998 as compared to $1,702,000 for the same period in 1997. Interest expense
was $0.7 million for the thirteen week period ended November 29, 1998 compared
to $0.8 million for the same period in 1997. The decrease in interest expense is
mainly due to lower borrowing rates.

OTHER EXPENSES, NET

Other expenses, net was $242,000 for the twenty-six week period ended November
29, 1998 as compared to $75,000 for the same period in 1997. Other expenses, net
was $165,000 expense for the thirteen week period ended November 29, 1998 as
compared to income of $161,000 for the same period in 1997. Lower gains on sale
of investments and foreign exchange gain as well as increased goodwill
amortization attributed to the increased expenses during both the twenty-six and
thirteen week periods as compared to the prior year periods.

INCOME TAXES

The provision for federal and state income taxes for the twenty-six week period
ended November 29, 1998 was $3.3 million, or 40.4% of pretax earnings, as
compared to $2.5 million, or 38.1% for the same period in 1997. The increase in
the effective tax rate for both the twenty-six week and thirteen week period is
due to decreased earnings in foreign jurisdictions with lower tax rates in the
current year period as compared to the prior year periods.



                                       20
<PAGE>   21
LIQUIDITY AND CAPITAL RESOURCES

Management's discussion of the Corporation's financial condition should be read
in conjunction with the condensed consolidated statements of cash flows
appearing on page 7 of this report.

OPERATING ACTIVITIES

Cash used by operating activities for the twenty-six week period ended November
29, 1998 was $5.1 million as compared to $1.1 million during the same period of
1997. The combination of increased accounts receivable levels, offset by lower
increases in accounts payable and accrued expenses, utilized more cash flow. The
same period in 1997, consumed less in cash for accounts receivable and provided
more cash from increases in accounts payable and accrued expense levels.

INVESTING ACTIVITIES

During the twenty-six week period ended November 29, 1998 the Corporation spent
approximately $8.6 million for the purchase of land and plant upgrades and
expansions. This compares to $2.1 million spent during the same period last year
for capital projects.

FINANCING ACTIVITIES

The increase in notes payable of approximately $13.9 million during the
twenty-six week period ended November 29, 1998 represents borrowings made
against available seasonal lines of credit from financial institutions for use
in operations and plant upgrades and expansions.

The Corporation has available seasonal lines-of-credit from financial
institutions in the amount of $65.0 million of which $33.8 million was utilized
as of November 29, 1998. Additional borrowings are permitted within parameters
in existing debt agreements.

Management believes these credit facilities provide adequate cash availability
for seasonal operating requirements.


                                       21
<PAGE>   22
                         PART I -- FINANCIAL INFORMATION
                 Item 2. Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES


YEAR 2000

Many existing computer programs, including those utilized by the Corporation,
use only two digits to identify a year in the date field. These programs were
designed and developed without considering the impact of the upcoming change in
the century. If not corrected, any computer applications could fail or create
erroneous results by or at the Year 2000 (the "Year 2000 Issue"). The
Corporation has retained an outside consultant to manage the Corporation's
efforts to bring its computer system into Year 2000 compliance. The Corporation
has contacted its customers, key suppliers and its equipment manufacturers in an
attempt to ensure third party compliance.

In 1997, the Corporation established a management team to assess the
Corporation's Year 2000 issues and to implement the Corporation's Year 2000
compliance program. The management team includes members of the Corporation's
Management Information, Accounting and Finance Departments and certain officers
of the Corporation. The Corporation has completed the majority of its
implementation and testing program and currently anticipates having all of its
information technology systems as well as non-information technology systems
(which include the Corporation's telecommunications systems and food processing
equipment) Year 2000 compliant by the end of the first quarter of 1999. The
Corporation is also in the process of developing a contingency plan in the event
its systems are not Year 2000 compliant on a timely basis. The Corporation
currently estimates the total costs associated with addressing the Year 2000
Issue to be approximately $350,000 and anticipates that such costs will not
materially affect the Corporation's future financial results.

As part of its Year 2000 compliance program, the Corporation is contacting and
surveying vendors and customers with whom which the Corporation does a material
amount of business to determine whether these parties' systems (to the extent
they relate to the Corporation's business) are subject to Year 2000 issues. The
failure of the Corporation's material vendors or customers to convert their
systems on a timely basis may have a material adverse effect on the
Corporation's operations. The Corporation is in the process of developing a
contingency plan in the event these vendors or customers with which the
Corporation does a material amount of business are not Year 2000 compliant on a
timely basis.


                                       22
<PAGE>   23
                          PART II -- OTHER INFORMATION

                   HANOVER FOODS CORPORATION AND SUBSIDIARIES


Item 1.  LEGAL PROCEEDINGS

         1995 WAREHIME FAMILY LITIGATION

         On February 1, 1995, Michael A. Warehime, J. William Warehime and
Elizabeth W. Stick, three Class B shareholders of the Corporation, filed a
complaint in the Court of Common Pleas of York County, Pennsylvania against the
Corporation and John A. Warehime (Chairman of the Corporation), in his capacity
as voting trustee of two voting trusts entitling him to vote approximately 52%
of the Class B common stock. The Court has dismissed various claims and parties
in the lawsuit and the only remaining parties are Michael A. Warehime as
plaintiff and John A. Warehime as defendant. The only remaining claims are: (i)
a claim for breach of fiduciary duty based on exercise of powers beyond those
granted by certain voting trust agreements, (ii) a claim for breach of fiduciary
duty for use of the voting trusts in a manner harmful to their beneficiaries,
(iii) a count requesting removal of John A. Warehime as the voting trustee of
the voting trusts.

         DERIVATIVE ACTION

         On September 13, 1996, certain Class A common stockholders filed a
complaint in equity against six of the Corporation's directors and the estate of
a former director in the Court of Common Pleas of York County, Pennsylvania (the
complaint). The suit also names the Corporation as a nominal defendant. The suit
sought various forms of relief including, but not limited to, rescission of the
board's April 28, 1995 approval of John A. Warehime's 1995 Employment Agreement
and the board's February 10, 1995 adjustment of director's fees. (Since the
filing of this lawsuit, John A. Warehime's 1995 Employment Agreement was
amended.) In addition, the plaintiffs sought costs and fees incident to bringing
suit. On November 4, 1996, the complaint was amended to add additional
plaintiffs. On June 24, 1997, the Court dismissed the amended complaint for
failure to make a prior demand. An appeal was filed from the court's June 24,
1997 Order. On December 2, 1998, the Superior Court of Pennsylvania held that
the derivative plaintiffs had made adequate demand.

         On May 12, 1997, a written demand was received by the Corporation from
the attorney for those Class A common stockholders containing similar
allegations and the allegations raised by the Class A common stockholders were
investigated by a special independent committee of


                                       23
<PAGE>   24
                          PART II -- OTHER INFORMATION

                   HANOVER FOODS CORPORATION AND SUBSIDIARIES


the Board of Directors and found to be without merit.

         1997 WAREHIME FAMILY LITIGATION

         On February 21, 1997, Michael A. Warehime, a Class B shareholder, and
certain Class A shareholders filed motions for a preliminary injunction against
the Corporation, John A. Warehime, in his capacity as voting trustee, and all
certain directors of the Corporation in the Court of Common Pleas of York
County, Pennsylvania against a Proposal of the Board of Directors to amend and
restate the Corporation's Articles of Incorporation in the manner hereafter
described.

         On February 13, 1997, the Board of Directors proposed an amendment and
Restatement of the Corporation's Articles of Incorporation (the "Amended and
Restated Articles") which provides that if all of the following Class B
Shareholders (or their estates upon the death of such stockholders), Michael A.
Warehime, John A. Warehime, Sally W. Yelland, J. William Warehime, and Elizabeth
W. Stick (all members of the Warehime family),do not agree in writing to the
composition of the Board of Directors or other important matters specified below
on or after the 1998 annual shareholders meeting, the trustees of the
Corporation's 401(k) Savings Plan (or a similar employee benefit plan), acting
as fiduciaries for the employees who participate in the Plan, and the Class A
shareholders may become entitled to vote in the manner described in the
document. Pursuant to the Company's Bylaws, nominations for director must be
submitted to the Company in the manner prescribed by the bylaws no later than
June 1 of the year in which the meeting is to occur.

         The Amended and Restated Articles create a Series C Convertible
Preferred Stock and also classified the terms of the Board of Directors
commencing with the election at the 1997 annual shareholders meeting and permit
directors to be elected for four year terms as permitted by Pennsylvania law.

         The motions for a preliminary injunction were dismissed by the Court on
June 24, 1997. The Class B shareholders on June 25, 1997 approved the Amended
and Restated Articles (John A. Warehime being the sole Class B shareholder
voting affirmatively in his capacity as voting trustee) and the Amended and
Restated Articles became effective June 25, 1997.

In August 1997, the Board of Directors proposed a further amendment (the
"Amendment") to


                                       24
<PAGE>   25
                          PART II -- OTHER INFORMATION

                   HANOVER FOODS CORPORATION AND SUBSIDIARIES


the Amended and Restated Articles to expand the definition of "disinterested
directors" in the manner described below, and to approve certain performance
based compensation for John A. Warehime solely for the purpose of making the
Corporation eligible for a federal income tax deduction pursuant to Section
162(m) of the Internal Revenue Code of 1986, as amended. A special meeting was
scheduled for August 14, 1997 (the "Special Meeting") to vote on these
proposals. On August 8, 1997, Michael A. Warehime filed a motion in the Court of
Common Pleas of York County, Pennsylvania to prevent John A. Warehime, in his
capacity as voting trustee from voting on these proposals and to enjoin the
Amendment. This Motion was denied on August 11, 1997. The Amendment and the
proposal under Section 162(m) were approved by Class B Shareholders (John A.
Warehime was the sole Class B shareholder to vote affirmatively, in his capacity
as voting trustee) on August 14, 1997 and the Amendment became effective on
August 14, 1997.

         Under the Amendment, the definition of "disinterested directors" means
the person who, in the opinion of counsel for the Corporation, meet any of the
following criteria: (i) disinterested directors as defined in Section 17159(e)
of the Pennsylvania Business Corporations Law of 1988, as amended; (ii) persons
who are not "interested" directors as defined in Section 1.23 of The American
Law Institute "Principles of Corporate Governance: Analysis and Recommendations"
(1994); or (iii) persons who qualify as members of the Audit Committee pursuant
to Section 303.00 of the New York Stock Exchange's Listed Company Manual.

         Michael Warehime filed an appeal from the denial of his motion to
enjoin the previously described Amendment to the Company's Amended and Restated
Articles. On December 2, 1998, a majority panel of the Superior Court of
Pennsylvania issued a decision holding that although John Warehime had acted in
good faith in voting for the Amendment to the Amended and Restated Articles as
trustee of the Warehime voting trust, Mr. Warehime breached his fiduciary duty
to the beneficiaries of the Warehime voting trust in voting for the Amendment.
On December 16, 1998, John Warehime filed a motion for reargument en banc with
the Superior Court. On December 16, 1998, Michael Warehime filed a motion for
clarification requesting that the Superior Court issue an order invalidating the
Amendment to the Amended and Restated Articles. On December 23, 1998, the
Superior Court denied Michael Warehime's motion for clarification.

         The Corporation is involved in various other claims and legal actions
arising in the ordinary course of business. In the opinion of management, the
ultimate disposition of these


                                       25
<PAGE>   26
                          PART II -- OTHER INFORMATION

                   HANOVER FOODS CORPORATION AND SUBSIDIARIES


matters will not have a material adverse effect on the Corporation's
consolidated financial position, results of operations or liquidity.

Item 2.   Changes in Securities - None

Item 3.   Defaults Upon Senior Securities - None

Item 4.   Submission of Matters to a Vote of Security Holders - The
          Corporation held its Annual Meeting of Shareholders on September
          10,1998 to elect one director of the Corporation. The following
          provides information regarding the total votes cash for each nominee
          for election as a director.

<TABLE>
<CAPTION>
                                                For     Against       Abstain
                                                ---     -------       -------
<S>                                           <C>       <C>           <C>
          Cyril T. Noel                       557,575     5,503            -
          G. Steven McKonly                   233,752        -             -
</TABLE>

          Accordingly Cyril T. Noel was elected a director of the Corporation
          for a term of four years and until his successor is elected and
          qualified. Directors remaining in office include John A. Warehime,
          Clayton J. Rohrbach, Jr., T. Edward Lippy, Arthur S. Schaier, James G.
          Sturgill and James A. Washburn.

Item 5.   Other Information - None

Item 6.   Exhibits and Reports on Form 8-K - None

(a)       Exhibits

          S-K Exhibit
            Number         Description of Exhibit
            ------         ----------------------
              11           Computation of Earnings per Share
              27           Financial Data Schedule

(b)       Reports on Form 8-K.

          No reports on Form 8-K were filed during the quarter ended November
          29, 1998.


                                       26
<PAGE>   27
                                    SIGNATURE



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


                            HANOVER FOODS CORPORATION


Date:    January 13, 1999                   By:   /s/ Gary T. Knisely
         ------------------------------           ------------------------------
                                                      Gary T. Knisely
                                                      Executive Vice President

                                            By:   /s/ Pietro Giraffa
                                                  ------------------------------
                                                      Pietro Giraffa
                                                      Controller


                                       27