SCHEDULE 14A INFORMATION
                Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934
                              (Amendment No. ____)

   Filed by the Registrant [X]
   Filed by a Party other than the Registrant [  ]

   Check the appropriate box:

   [X]  Preliminary Proxy Statement             [  ] Confidential, for Use of
                                                     the Commission Only (as
                                                     permitted by Rule 14a-
                                                     6(e)(2))
   [  ] Definitive Proxy Statement
   [  ] Definitive Additional Materials
   [  ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 
        240.14a-12

                           NORTHLAND CRANBERRIES, INC.
                (Name of Registrant as Specified in its Charter)

                                                              
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

   Payment of Filing Fee (Check the appropriate box):

   [X]  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
        or Item 22(a)(2) of Schedule 14A.

   [  ] $500 per each party to the controversy pursuant to Exchange Act Rule
        14a-6(i)(3).

   [  ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-
        11.

        1)  Title of each class of securities to which transaction applies:

        2)  Aggregate number of securities to which transaction applies:

        3)  Per unit price or other underlying value of transaction computed
        pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
        filing fee is calculated and state how it was determined):

        4)  Proposed maximum aggregate value of transaction:

        5)  Total fee paid:

   [  ] Fee paid previously with preliminary materials.

   [  ] Check box if any part of the fee is offset as provided by Exchange
        Act Rule 0-11(a)(2) and identify the filing for which the offsetting
        fee was paid previously.  Identify the previous filing by
        registration statement number, or the Form or Schedule and the date
        of its filing.

        1)  Amount Previously Paid:

        2)  Form, Schedule or Registration Statement No.:

        3)  Filing Party:

        4)  Date Filed:

   

                            [PRINTER TO INSERT LOGO]
                                         
                          NORTHLAND CRANBERRIES, INC. 

                             800 First Avenue South 
                       Wisconsin Rapids, Wisconsin 54494 
                              ____________________

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS 
                           TO BE HELD AUGUST 18, 1995
                              ____________________


   TO THE SHAREHOLDERS OF NORTHLAND CRANBERRIES, INC.:  

        NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of
   NORTHLAND CRANBERRIES, INC., a Wisconsin corporation ("Company"), will be
   held on Friday, August 18, 1995 at 2:00 p.m. at Cranberries Ballroom, 2321
   West Grand Avenue, Wisconsin Rapids, Wisconsin for the following purposes,
   as more fully described in the accompanying Proxy Statement: 

        1.   To elect seven directors, each for a one-year term.

        2.   To approve the proposed amendment to the Company's Articles of
             Incorporation to increase the number of authorized shares of
             Class A Common Stock, $.01 par value, from 10,000,000 to
             20,000,000.

        3.   To approve the Northland Cranberries, Inc. 1995 Stock Option
             Plan.

        4.   To consider and act upon such other business as may properly
             come before the annual meeting or any adjournment thereof.

        Only holders of record of the Class A and Class B Common Stock as of
   the close of business on June 29, 1995 will be entitled to notice of, and
   to vote at, the annual meeting and at any adjournment thereof. 
   Shareholders may vote in person or by proxy.  The holders of Class A
   Common Stock will be entitled to one vote per share and the holders of
   Class B Common Stock will be entitled to three votes per share on each
   matter submitted for shareholder consideration at the annual meeting.

        Even if you plan to attend the annual meeting, please complete, date
   and sign the enclosed proxy and mail it promptly in the envelope provided. 
   If you attend the annual meeting, you may revoke your proxy and vote your
   shares in person.  Your attention is directed to the attached Proxy
   Statement and the accompanying proxy.

                                 NORTHLAND CRANBERRIES, INC. 



                                 LeRoy J. Miles
                                   Secretary
   Wisconsin Rapids, Wisconsin 
   July 10, 1995

   YOUR VOTE IS IMPORTANT NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE. 
   TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE DATE THE ENCLOSED
   PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS, SIGN EXACTLY AS YOUR
   NAME APPEARS THEREON AND RETURN IMMEDIATELY IN THE ENVELOPE PROVIDED.

   
                           NORTHLAND CRANBERRIES, INC.

                            [PRINTER TO INSERT LOGO]
                              ____________________

                                 PROXY STATEMENT
                                       For

                         Annual Meeting of Shareholders
                           To Be Held August 18, 1995
                              ____________________


                               GENERAL INFORMATION

        This Proxy Statement and accompanying proxy are being furnished to
   the shareholders of Northland Cranberries, Inc., a Wisconsin corporation
   ("Company"), beginning on or about July 10, 1995 in connection with the
   solicitation by the Board of Directors of the Company ("Board") of proxies
   for use at the Company's annual meeting of shareholders to be held on
   Friday, August 18, 1995 at 2:00 p.m. at Cranberries Ballroom, 2321 West
   Grand Avenue, Wisconsin Rapids, Wisconsin, and at any adjournment thereof
   ("Meeting"), for the purposes set forth in the attached Notice of Annual
   Meeting of Shareholders and in this Proxy Statement.

        Only record holders of outstanding shares of Class A Common Stock
   ("Class A Shares") and outstanding shares of Class B Common Stock ("Class
   B Shares") as of the close of business on June 29, 1995 ("Record Date")
   are entitled to notice of, and to vote at, the Meeting.  As of the Record
   Date, the Company's outstanding voting securities consisted of 4,010,613
   Class A Shares and 318,101 Class B Shares.  The record holder of
   outstanding Class A Shares as of the Record Date is entitled to one vote
   per share for each proposal submitted for consideration at the Meeting. 
   The record holder of outstanding Class B Shares as of the Record Date is
   entitled to three votes per share for each such proposal.  As of the
   Record Date, the total number of votes represented by the outstanding
   shares of both classes of the Company's Common Stock was 4,964,916,
   consisting of 4,010,613 votes represented by outstanding Class A Shares
   and 954,303 votes represented by outstanding Class B Shares.

        A proxy, in the enclosed form, which is properly executed, duly
   returned to the Company and not revoked will be voted in accordance with
   the instructions contained therein.  If no specification is indicated on
   the proxy, the shares represented thereby will be voted FOR the Board's
   seven director nominees set forth below, FOR approval to amend the
   Company's Articles of Incorporation to increase the number of authorized
   Class A Shares from 10,000,000 to 20,000,000 (the "Class A Shares
   Amendment"), FOR the approval of the Northland Cranberries, Inc. 1995
   Stock Option Plan and in accordance with the best judgment of the proxies
   named in the proxy on such other business or matters which may properly
   come before the Meeting.  Execution of a proxy given in response to this
   solicitation will not affect a shareholder's right to attend the Meeting
   and to vote in person.  Presence at the Meeting of a shareholder who has
   signed a proxy does not in itself revoke a proxy.  Each proxy granted may
   be revoked by the person giving it at any time before the exercise thereof
   by giving written notice to such effect to the Secretary of the Company,
   by execution and delivery of a subsequent proxy or by attendance and
   voting in person at the Meeting, except as to any matter upon which, prior
   to such revocation, a vote shall have been cast pursuant to the authority
   conferred by such proxy.

                              ELECTION OF DIRECTORS

   Nominees

        At the Meeting, the shareholders will elect seven directors,
   constituting the entire Board, to hold office until the Company's next
   annual meeting of shareholders and until their successors are duly
   qualified and elected.  As a result of the Company's intended change of
   its fiscal year-end from March 31 to August 31 beginning after a five-
   month interim transitional period ending on August 31, 1995, it is not
   expected that the Company will hold its next annual meeting of
   shareholders until January 1997.  It is intended that the persons named as
   proxies in the accompanying proxy will vote FOR the election of all of the
   Board's nominees.  All nominees are currently serving as
   shareholder-elected Board members, except Jerold D. Kaminski who was
   appointed as a director by the Board on November 3, 1994.  If any nominee
   should become unable to serve as a director prior to the Meeting, the
   shares represented by proxies otherwise voted in favor of the Board's
   nominees or which do not contain any instructions will be voted FOR the
   election of such other person as the Board may recommend in place of such
   nominee.  Under Wisconsin law, directors are elected by a plurality of the
   votes cast by the shares entitled to vote in the election, assuming a
   quorum is present.  For this purpose, "plurality" means that the
   individuals receiving the largest number of votes are elected as
   directors, up to the maximum number of directors to be chosen at the
   election.  Therefore, any shares which are not voted on this matter at the
   Meeting, whether by abstention, broker nonvote or otherwise, will have no
   effect on the election of directors at the Meeting.

        Lawrence R. Kem, a director since the Company's inception in May
   1987, retired from the Board effective as of May 17, 1995, and the Board
   was reduced to seven members.  The Company wishes to extend its thanks and
   appreciation to Mr. Kem for his distinguished service and many
   contributions to the continued growth and success of the Company during
   his tenure as a director of the Company.

        The Board's nominees are set forth below along with certain related
   information as of the Record Date.  Unless otherwise indicated, positions
   listed are, or were, held with the Company.

        Name and Age       Director
         of Nominee          Since        Current Principal Employment

    John Swendrowski       1987      President and Chief Executive Officer
      47

    LeRoy J. Miles         1987      Secretary and Retired Executive Vice
      60                             President

    Robert E. Hawk         1989      Vice President - Sales, Marketing and
      40                             Special Projects and President of
                                     Wildhawk, Inc. (Company subsidiary
                                     which serves as an agri-supplier to
                                     cranberry growers)

    Patrick F. Brennan     1989      President and Chief Executive Officer
      63                             of Consolidated Papers, Inc.
                                     (manufacturer of coated printing
                                     papers)

    Jeffrey J. Jones       1987      Partner in the law firm of Foley &
      42                             Lardner

    John C. Seramur        1987      President and Chief Executive Officer
      52                             of First Financial Corporation
                                     (savings bank holding company) and
                                     its principal subsidiary First
                                     Financial Bank, FSB

    Jerold D. Kaminski     1994      Director of Marketing for the Food
      38                             Service Division of General Mills
                                     Corporation (manufacturer and
                                     marketer of dry packaged goods)

   Business Experience

        Mr. Swendrowski founded the Company and assumed his current positions
   in May 1987.  Prior to forming the Company, Mr. Swendrowski was the
   organizer and syndicator of investment interests, and a general partner,
   in each of the five limited partnerships ("Limited Partnerships") which
   were combined into the Company as part of its initial public stock
   offering in August 1987.

        Mr. Miles retired as Executive Vice President of the Company on
   December 31, 1994.  Mr. Miles had held such position with the Company
   since May 1987 and has held his current position since such date.

        Mr. Hawk was appointed Vice President - Sales, Marketing and Special
   Projects in January 1993.  Prior thereto he served as Vice President -
   Operations since January 1989.  Prior to joining the Company, Mr. Hawk
   served as the President, Treasurer and sole shareholder of Wildhawk, Inc.
   from its inception in August 1983.

        Mr. Brennan was elected President and Chief Executive Officer of
   Consolidated Papers, Inc., Wisconsin Rapids, Wisconsin in October 1993. 
   Prior thereto, he served as President and Chief Operating Officer for five
   years, Executive Vice President for over one year and Corporate Vice
   President for three years.  He has served as a director of Consolidated
   Papers, Inc. since February 1987.  Mr. Brennan has been a director of Betz
   Laboratories, Inc., Trevose, Pennsylvania, a manufacturer of specialty
   chemicals, since December 1992.

        Mr. Jones has been a partner in the law firm of Foley & Lardner,
   Milwaukee, Wisconsin, since January 1987, and has been associated with
   such firm since 1978.  Foley & Lardner has been the Company's general
   legal counsel since the Company's formation and served as general legal
   counsel to the Limited Partnerships.

        Mr. Seramur has been President and Chief Executive Officer of First
   Financial Bank, FSB, Stevens Point, Wisconsin, since 1977 and a director
   thereof since 1966. He has also been the President and a director of First
   Financial Corporation since its formation in 1983.

        Mr. Kaminski has been the Director of Marketing for the Food Service
   Division of General Mills Corporation since September 1993.  Prior
   thereto, Mr. Kaminski served as Marketing Director of the Gold Medal
   Division of General Mills Corporation from September 1991 to September
   1993 and as Marketing Manager of the Gold Medal Division of General Mills
   Corporation from February 1989 to September 1991.

   Board Meetings and Committees

        The Board met four times during fiscal 1995.  The Board currently has
   standing Executive, Audit, and Compensation and Stock Option Committees.

        The Executive Committee did not meet in fiscal 1995.  The Executive
   Committee's principal function is to act on behalf of the Board between
   meetings, except with respect to matters which may not be delegated to a
   committee under Wisconsin corporate law.  Present members of the Executive
   Committee are Messrs. Swendrowski (Chairman), Miles and Hawk.

        The Audit Committee met once in fiscal 1995.  The Audit Committee's
   principal functions are to recommend annually a firm of independent public
   accountants to serve as the Company's independent auditors for the
   forthcoming fiscal year, to meet with and review reports of the Company's
   independent accountants and auditors, to oversee the Company's quarterly
   and annual financial reporting process and to conduct a post-audit review
   of various items relating to the Company's annual financial reporting and
   audit process.  The Audit Committee consists of Messrs. Kaminski
   (Chairman), Seramur, Brennan and Jones.

        The Compensation and Stock Option Committee met once in fiscal 1995. 
   It has authority to administer the Company's 1987 and 1989 Stock Option
   Plans (and will have authority to administer the proposed 1995 Stock
   Option Plan, if approved by the shareholders at the Meeting), including
   the grant of options thereunder to key employees of the Company, and to
   approve the compensation, bonuses and benefits of officers and key
   employees of the Company.  The Compensation and Stock Option Committee
   consists of Messrs. Seramur (Chairman), Jones and Brennan.  See "Executive
   Compensation--Report on Executive Compensation."

        The Board does not have a nominating committee. Shareholders entitled
   to vote at the Meeting who wish to propose director nominees for
   consideration at the Meeting may do so under the Company's By-laws only by
   giving written notice of an intent to make such a nomination to the
   Secretary of the Company not less than 30 days in advance of the Meeting.
   Such notice must specify, among other things, the nominee's name,
   biographical data and qualifications.

                    STOCK OWNERSHIP OF MANAGEMENT AND OTHERS

   Share Ownership

        The following table sets forth certain information as of the Record
   Date regarding the beneficial ownership of each class of Common Stock held
   by (i) each current director and executive officer of the Company who is
   named in the Summary Compensation Table set forth below under "Executive
   Compensation--Summary Compensation;" (ii) all current directors and
   executive officers of the Company as a group; and (iii) each person or
   entity known to the Company to be the beneficial owner of more than 5% of
   either class of Common Stock.  All of the persons or entities listed below
   are believed by the Company to have sole voting and investment power over
   the Common Stock identified as beneficially owned, except as indicated
   otherwise in the footnotes to the table.

                                  Class A       Class B
                                   Shares        Shares     Percentage
                                Beneficially  Beneficially      of
                                 Owned and     Owned and     Aggregate
    Name of Individual or        Percentage  Percentage of    Voting
    Entity or Number in Group   of Class(1)     Class(1)       Power  

                                  Directors and Executive
                                         Officers

    John Swendrowski(2),(3)      194,174(4)    318,101(5)     22.6%  
                                   (4.7%)        (100%)

    LeRoy J. Miles(2),(3)        50,673(6)     161,231(7)      1.0%(8)
                                   (1.3%)        (50.7%)

    Robert E. Hawk               205,103(9)         __          4.1%  
                                   (5.1%)

    John A. Pazurek              33,017(10)         __           *
                                     *

    John C. Seramur              30,443(11)         __           *
                                     *

    Jeffrey J. Jones             10,795(12)         __           *
                                     *

    Patrick F. Brennan           3,374(13)          __           *
                                     *

    Jerold D. Kaminski               __             __          __

    All directors and             611,866       318,101       29.7%   
     executive officers as a      (14.2%)         (100%)
     group (14 persons)(14)

                                Other Five Percent Holders

    State of Wisconsin            374,000            __        7.5%
     Investment Board(15)          (9.3%)

    David L. Babson & Company,    423,700           __         8.5%
     Inc.(16)                     (10.6%)
   ________________________________

   *    Denotes less than 1%.

   (1)  The outstanding Class B Shares are convertible on a share-for-share
        basis into Class A Shares at any time at the discretion of each
        holder.  As a result, a holder of Class B Shares is deemed to
        beneficially own an equal number of Class A Shares.  However, in
        order to avoid overstatement of the aggregate beneficial ownership of
        shares of both classes of the Company's Common Stock, the Class A
        Shares reported in the table do not include Class A Shares which may
        be acquired upon the conversion of Class B Shares.  Similarly, the
        respective percentages of outstanding Class A Shares reported in the
        table have been determined with respect to the total number of Class
        A Shares outstanding on the Record Date, excluding Class A Shares
        which may be issued upon conversion of Class B Shares.

   (2)  The address of Messrs. Swendrowski and Miles is 800 First Avenue
        South, Wisconsin Rapids, Wisconsin 54494.

   (3)  All of the Class B Shares beneficially owned by Mr. Miles have been
        deposited into a voting trust ("Voting Trust"), pursuant to which Mr.
        Swendrowski has sole voting power over all of such shares.  The terms
        of the Voting Trust are more particularly described below under
        "Voting Trust."

   (4)  The Class A Shares listed include (i) 59,826 shares owned directly by
        Mr. Swendrowski or members of his immediate family; (ii) 114,000
        shares which Mr. Swendrowski has the right to acquire upon the
        exercise of vested stock options; and (iii) 20,348 shares otherwise
        beneficially owned by a former director, which are subject to a
        shareholders agreement, as amended (the "Shareholders Agreement"),
        pursuant to which Mr. Swendrowski has an irrevocable proxy to vote in
        his sole discretion all shares subject to the Shareholders Agreement.

   (5)  The Class B Shares listed include (i) 156,870 shares owned directly
        by Mr. Swendrowski; (ii) 143,999 shares held by Cranberries Limited,
        Inc. ("CLI"), a corporation owned by Messrs. Swendrowski and Miles
        and controlled by Mr. Swendrowski; and (iii) 17,232 Class B Shares
        otherwise beneficially owned by Mr. Miles.  The Class B Shares held
        by CLI and those otherwise beneficially owned by Mr. Miles are being
        held in the Voting Trust.

   (6)  The Class A Shares listed include (i) 10,176 shares owned directly by
        Mr. Miles; (ii) 39,000 shares which Mr. Miles has the right to
        acquire upon the exercise of vested stock options; and (iii) 1,497
        shares held for the account of Mr. Miles' wife.

   (7)  The Class B Shares listed include the 143,999 shares currently held
        by CLI in the Voting Trust, which are deemed to be beneficially owned
        by Mr. Miles as an officer and shareholder of CLI.  Such shares are
        also included under the number of Class B Shares deemed to be
        beneficially owned by Mr. Swendrowski.  See note (5) above.

   (8)  Since all of the Class B Shares beneficially owned by Mr. Miles are
        being held in the Voting Trust, Mr. Miles has power to vote shares
        only representing 1.0% of the aggregate voting power of both classes
        of the Company's Common Stock.

   (9)  The Class A Shares listed include (i) 158,103 shares owned directly
        by Mr. Hawk or his wife and (ii) 47,000 shares which Mr. Hawk has the
        right to acquire upon the exercise of vested stock options.

   (10) Includes 32,000 Class A Shares which Mr. Pazurek has the right to
        acquire upon the exercise of vested stock options.

   (11) Includes 2,343 Class A Shares which Mr. Seramur has the right to
        acquire upon the exercise of vested stock options.

   (12) Includes 2,292 Class A Shares which Mr. Jones has the right to
        acquire upon the exercise of vested stock options.

   (13) Includes 1,424 Class A Shares which Mr. Brennan has the right to
        acquire upon the exercise of vested stock options.

   (14) In determining the aggregate beneficial ownership of Class A Shares
        and Class B Shares, respectively, for all directors and executive
        officers as a group, shares which are deemed to be beneficially owned
        by more than one person have been counted only once to avoid
        overstatement.  The number of Class A Shares listed includes 306,459
        shares which certain executive officers and directors have the right
        to acquire upon the exercise of vested stock options. 

   (15) Except to the extent information is believed to be otherwise known by
        the Company, the information given is as of or about February 13,
        1995 as reported by the State of Wisconsin Investment Board ("SWIB")
        in its Amendment Number 4 to Schedule 13G filed with the Securities
        and Exchange Commission ("SEC") and the Company.  The address for
        SWIB is Lake Terrace, 121 East Wilson Street, Madison, Wisconsin
        53703.

   (16) Except to the extent information is believed to be otherwise known by
        the Company, the information given is as of or about February 10,
        1995 as reported by David L. Babson & Company, Inc. ("Babson & Co.")
        in its Amendment Number 2 to Schedule 13G filed with the SEC and the
        Company.  The address of Babson & Co. is One Memorial Drive,
        Cambridge, Massachusetts 02142-1300.

   Voting Trust

        In order to help ensure the future continuity and stability of the
   management of the Company, Messrs. Swendrowski, Miles and each of their
   wives are parties to a voting trust agreement designating Mr. Swendrowski
   as the sole trustee of the voting trust created thereunder ("Voting
   Trust").  As of the Record Date, a total of 161,231 Class B Shares are
   subject to the Voting Trust, constituting approximately 9.7% of the
   combined aggregate voting power of both classes of the Company's Common
   Stock.

        Under the Voting Trust, Mr. Swendrowski, as trustee, is vested with
   the exclusive right to vote the deposited shares in his sole discretion on
   all matters on which such shares are entitled to vote.  The depositors,
   however, retain the power to sell, transfer or dispose of such deposited
   shares subject to the limitations described below.  Additionally, the
   depositors are entitled to receive all cash dividends or other
   distributions (other than in capital stock of the Company) declared and
   paid on the deposited shares.  

        The deposited shares may only be withdrawn from the Voting Trust by a
   depositor prior to the expiration or termination of the Voting Trust if
   the depositor (i) receives a bona fide offer to purchase any or all of his
   deposited shares from an unaffiliated third party; (ii) proposes to effect
   a sale of his deposited shares on the open market pursuant to a brokers'
   transaction; or (iii) pledges his trust certificates evidencing deposited
   shares to a pledgee as collateral security for indebtedness due such
   pledgee and thereafter such pledgee notifies the trustee of its
   foreclosure on such pledge.  If any of such events occur, the affected
   deposited shares may be withdrawn from the Voting Trust subject to certain
   prior rights of the trustee to purchase such deposited shares.  Deposited
   shares may also be withdrawn if the consent is obtained of the trustee and
   holders of interests in shares representing two-thirds of the voting power
   of all deposited shares.

        The trustee is not entitled to receive any remuneration for serving
   as such under the Voting Trust.  The Voting Trust may be terminated or
   amended at any time by a two-thirds vote of the then deposited shares
   (voted by the depositors) and the trustee.

                             EXECUTIVE COMPENSATION

   Report on Executive Compensation

             The Compensation and Stock Option Committee of the Board
   ("Committee") evaluates and approves the compensation of the Company's
   executive officers.  The Committee's executive compensation policies and
   practices generally reflect the Company's efforts to attract, motivate and
   retain the Company's executive officers by providing a total compensation
   package based on relative corporate and personal performance.  Executive
   officers' compensation is currently comprised of base salary, annual bonus
   payments and stock option grants.

             The Committee establishes each executive officer's base salary,
   including the salary of John Swendrowski, the President and Chief
   Executive Officer of the Company, at the beginning of each fiscal year for
   the forthcoming fiscal year.  In determining the compensation of
   executives other than the Chief Executive Officer, the Committee considers
   the recommendations of the Chief Executive Officer.  Each executive
   officer's base salary is generally based on the Committee's evaluation of
   the Company's and each individual's relative performance and achievements
   for the fiscal year then ended.  In particular, in determining annual
   salary increases or decreases, the Committee reviews and evaluates the
   Company's earnings, harvest results, revenues, cost and expense levels and
   balance sheet strength for the prior fiscal year and each executive
   officer's individual contributions to the Company's results of operations
   and financial condition.  The Company's performance with respect to these
   criteria is compared to the Company's historical results and the Company's
   internal performance goals for the fiscal year then ended.  The Committee
   also considers the extent to which the Company otherwise attained its
   strategic and operating plans and goals established during the fiscal year
   and each officer's role in connection therewith, together with each
   officer's interpersonal relationships with other Company personnel. 
   Although the Committee reviews a great deal of objective performance
   criteria, the Committee still exercises a significant amount of subjective
   evaluation in making its executive compensation decisions.

             As a result of the Company's disappointing fiscal 1995 financial
   results, no bonuses were paid to the Company's executive officers under
   the Company's Restated 1992 Executive Incentive Bonus Plan ("Bonus Plan")
   or otherwise, and annual base salary raises were limited to only reflect
   inflation and growth in individual responsibilities.  These decisions were
   reached by the Committee in recognition of the view that the Company's
   fiscal 1995 financial performance was adversely impacted in part by
   weather conditions and other circumstances outside of the control of the
   Company.  Under the Bonus Plan, the Company's net income per share must
   increase by more than 10% over the prior fiscal year's net income per
   share in order for bonuses to be paid.  Additionally, since the Board
   viewed fiscal 1995's financial results as an aberration, the Board amended
   the Bonus Plan so that bonuses will only be payable for fiscal 1996 (i.e.,
   September 1, 1995 through August 31, 1996) to executive officers if the
   Company's fiscal 1996 net income per share exceeds fiscal 1994 net income
   per share ($0.67) by more than 10%.  Without this amendment, bonuses would
   be payable under the Bonus Plan for fiscal 1996 if the Company's net
   income per share exceeded fiscal 1995 net income per share ($0.36) by more
   than 10%.

             Stock option grants to executive officers under the Company's
   stock option plans are generally made annually by the Committee and are
   based principally on each executive officer's relative position at the
   Company and his individual initiatives and achievements within the Company
   during the year and their impact on the Company's performance.  The
   Committee also takes into account the level of option grants historically
   provided each year to each executive officer and the  total number of
   options and Class A or B Shares then held by such officer.  The Committee
   determines annual stock option grants after the end of each fiscal year in
   order to consider an entire fiscal year of relative financial and
   operating performance.

             The Company's stock option plans, including the proposed 1995
   Stock Option Plan, are intended to promote the best interests of the
   Company and its shareholders by providing key employees with the
   opportunity to acquire or increase their ownership interest in the Company
   and thereby develop a stronger incentive to put forth maximum effort for
   the continued success and growth of the Company.  Options have
   historically been granted at 100% of the Class A Shares' fair market value
   on the date of grant, have a term not to exceed 10 years and either vest
   in increments of 20% on each of the first, second, third, fourth and fifth
   anniversaries of the grant date or are immediately vested upon grant. 
   Since the economic value of stock options is inherently dependent upon the
   level of future price appreciation of the underlying Class A Shares, stock
   options granted by the Committee will only provide executive officers with
   value to the extent the price of the Class A Shares increases above the
   option exercise price on the grant date.  Thus, the Committee believes
   that stock option grants help better align the economic interests of the
   Company's management with its shareholders.

             In determining Mr. Swendrowski's stock options granted in May
   1995 and his base salary increase of 5% for fiscal 1996, the Committee
   took into account Mr. Swendrowski's contributions during fiscal 1995 in
   connection with (i) continuing to expand the business focus of the Company
   and move it towards new product areas, including the Company's expansion
   of its fresh fruit sales program and continuing evaluation of offering
   branded or private label cranberry juice, concentrate, sauce and other
   processed consumer cranberry products; (ii) commencing the construction of
   the Company's new concentrating facility; (iii) controlling expense levels
   given the Company's disappointing harvest and fresh fruit sales results;
   (iv) acquiring three related cranberry bogs aggregating 286 acres; and (v)
   negotiating additional bank financing on favorable terms and conditions. 
   In establishing Mr. Swendrowski's fiscal 1996 base salary increase, the
   Committee also reviewed chief executive officer compensation information
   from the companies which comprise the Company's peer group index for
   purposes of comparing total shareholder return and set his salary in a
   range commensurate within the range of salaries of such other chief
   executive officers.  See "Stock Price Performance Information."

             As a result of current executive compensation levels, the
   Committee does not intend currently to take any action to conform its
   compensation plans to comply with the regulations proposed under Internal
   Revenue Code Section 162(m) relating to the $1 million cap on executive
   compensation deductibility imposed by the Omnibus Revenue Reconciliation
   Act of 1993.

                  By the Compensation and Stock Option Committee:

                  John C. Seramur, Chairman
                  Patrick F. Brennan
                  Jeffrey J. Jones

   
   Summary Compensation Information

        The following table sets forth certain information concerning
   compensation paid by the Company for its last three fiscal years to the
   Company's Chief Executive Officer and certain other executive officers of
   the Company, including all those who earned over $100,000 in fiscal 1995. 
   The persons named in the table below are hereinafter sometimes referred to
   as the "named executive officers."


                           Summary Compensation Table

                                                Stock
      Name and                Annual            Option      All Other
      Principal   Fiscal    Compensation        Grants    Compensation
      Positions    Year   Salary   Bonus       (shares)        (1)

    John          1995    $300,000  $0          8,000          $0
    Swendrowski
     President    1994    $275,000  $135,250      0            $0
     and Chief
     Executive    1993    $250,000  $125,000   20,000          $0
     Officer

    Robert E.     1995    $108,000  $0          4,000          $0
    Hawk
     Vice         1994    $100,000  $ 31,000      0          $75,000
     President-
     Sales,       1993    $ 90,000  $ 21,951    5,000        $75,000
     Marketing
     and Special
     Projects

    John A.       1995    $ 83,000  $0          4,000          $0
    Pazurek
     Vice         1994    $ 70,000  $ 21,700      0            $0
     President-
     Finance and  1993    $ 62,500  $ 15,000    5,000          $0
     Treasurer

   __________________________

   (1)       Amounts set forth represent solely payments to Mr. Hawk under
             his noncompetition agreement with the Company entered into in
             connection with the Company's January 1989 acquisition of
             Wildhawk, Inc.  Such agreement expired in January 1994.

   Stock Options

        The Company currently has a 1987 and 1989 Stock Option Plan,
   pursuant to which options to purchase Class A Shares may be granted to key
   employees, including executive officers, of the Company.  The Board is
   also proposing the adoption at the Meeting of a 1995 Stock Option Plan. 
   See "1995 Stock Option Plan" below.

        The following table sets forth information concerning the grant of
   stock options under the Company's 1989 Stock Option Plan during fiscal
   1995 to the named executive officers.

   
                                                  Option Grants in 1995 Fiscal Year
   

                                    Percentage of
                                    Total Options                                  Potential Real Value At
                         Shares    Granted to all                                  Assumed Annual Rates of
                       Underlying   Employees in     Exercise                     Stock Price Appreciation
                        Options      1995 Fiscal     Price(2)     Expiration         For Option Term(3)
          Name         Granted(1)       Year       (per share)       Date             5%            10%       
                                                                                 
    John Swendrowski     8,000          17.4%         $17.50     May 19, 2004       $88,045        $223,124

    Robert E. Hawk       4,000           8.7%         $17.50     May 19, 2004       $44,023        $111,562

    John A. Pazurek      4,000           8.7%         $17.50     May 19, 2004       $44,023        $111,562
_____________________
   <FN>

   (1)  The options reflected in the table are nonqualified stock options
        under the Internal Revenue Code and were granted on May 19, 1994. 
        The exercise price of each option granted was equal to 100% of the
        fair market value of the Class A Shares on the date of grant. 
        Although options may be granted under the Company's 1989 Stock
        Option Plan at not less than 85% of the fair market value of a Class
        A Share on the date of grant, the Committee has never granted
        options having an exercise price of less than 100% of the fair
        market value of the Class A Shares on the option grant date.  The
        options granted to the named executive officers above vested
        immediately upon grant and must be exercised prior to 10 years after
        the date of grant.

   (2)  The exercise price of options may be paid in cash, by delivering
        previously issued Class A Shares or any combination thereof.

   (3)  The potential realizable values set forth under the columns
        represent the difference between the stated option exercise price
        and the market value of the Class A Shares based on certain assumed
        rates of stock price appreciation and assuming that the options are
        exercised on their stated expiration date; the potential realizable
        values set forth do not take into account applicable tax and expense
        payments which may be associated with such option exercises.  Actual
        realizable value, if any, will be dependent on the future stock
        price of the Class A Shares on the actual date of exercise, which
        may be earlier than the stated expiration date.  The 5% and 10%
        assumed rates of stock price appreciation over the ten-year exercise
        period of the options used in the table above are mandated by rules
        of the Securities and Exchange Commission and do not represent the
        Company's estimate or projection of the future price of the Class A
        Shares on any date.  There can be no assurance that the stock price
        appreciation rates for the Class A Shares assumed for purposes of
        this table will actually be achieved.
   


        The following table sets forth certain information with respect to
   the named executive officers concerning their unexercised stock options
   held as of the end of fiscal 1995.  No options were exercised by the named
   executive officers in fiscal 1995.


               Aggregated Option 1995 Fiscal Year-End Value Table



                           Number of Shares        Value of Unexercised In-
                          Underlying Options         the-Money Options at
                       at End of Fiscal 1995(1)     End of Fiscal 1995(2)
                        Exercis-     Unexercis-     Exercis-     Unexercis-
          Name            able(3)       able          able          able

    John Swendrowski       108,000      ---           $742,500      ---
    Robert E. Hawk          44,000      ---           $308,750      ---
    John A. Pazurek         29,000      ---           $193,000      ---

   __________________________

   (1)  The options reflected in the table are nonqualified stock options
        under the Internal Revenue Code. The exercise price of each option
        granted was equal to 100% of the fair market value (last bid price)
        of the Class A Shares on the date prior to the date of grant. 
        Although options may be granted under the Company's 1989 Stock
        Option Plan at not less than 85% of the fair market value of a Class
        A Share on the date prior to the date of grant, the Committee has
        never granted options having an exercise price of less than 100% of
        the fair market value of the Class A Shares on the date prior to the
        option grant date.  The options granted to Messrs. Swendrowski and
        Hawk vested immediately upon grant and must be exercised prior to 10
        years after the date of grant and are currently exercisable. 
        Mr. Pazurek has received some options which vest immediately and
        others which vest over time, all of which are now vested.

   (2)  The dollar values were calculated by determining the difference
        between the fair market value of the underlying Class A Shares and
        the various applicable exercise prices of the named executive
        officers' outstanding options at the end of fiscal 1995.  The last
        reported sale price of the Company's Class A Shares on the Nasdaq
        National Market on March 31, 1995 was $16.25 per share.

   (3)  Not reflected herein are immediately vesting nonqualified stock
        options granted on May 17, 1995 under the 1989 Stock Option Plan
        to each of Messrs. Swendrowski, Hawk and Pazurek for 6,000, 3,000
        and 3,000 Class A Shares, respectively.  See "Stock Ownership of
        Management and Others."

   Director Compensation

        Directors who are not Company employees receive an annual retainer
   fee of $6,000, together with $500 for each Board and committee meeting
   attended, and are also entitled to receive nonqualified stock options
   under the Company's 1989 Stock Option Plan (and will be entitled to
   continue receiving identical option grants under the proposed 1995 Stock
   Option Plan).  Committee chairmen receive an additional $250 for attending
   each meeting of their committee.  Directors who are also Company employees
   receive no additional compensation for their services as directors.  All
   directors are entitled to reimbursement for their transportation, lodging
   and meal expenses incurred in attending meetings.  Option grants to
   non-employee directors occur automatically on each March 31 and cover the
   number of Class A Shares equal to each non-employee director's fees earned
   as a director of the Company for such fiscal year divided by the fair
   market value of the Class A Shares on the date before the grant date. 
   Options granted to non-employee directors vest in full one year after the
   grant date with respect to all shares covered thereby; provided, however,
   that, if the non-employee director ceases to be a director of the Company
   by reason of death, disability, or retirement after attaining age 65,
   prior to the date the option becomes exercisable, the option shall then
   become immediately exercisable in full.  In fiscal 1995, Messrs. Seramur,
   Brennan, Jones and Kaminski were automatically granted options under the
   1989 Stock Option Plan at an exercise price of $15.50 per share to acquire
   597, 581, 581 and 258 Class A Shares, respectively.

   Change in Control Arrangements

        The Company has a severance agreement with John Swendrowski which
   provides that, following a "change in control" of the Company (as defined
   in the severance agreement), Mr. Swendrowski will be employed for three
   years in the same position, performing equivalent duties, and at the same
   location as in effect immediately prior to the change of control.  During
   the employment period, Mr. Swendrowski is entitled to receive a salary
   based upon his compensation rate in effect at the date of change of
   control (subject to increase) and to be included in the Company's benefit
   plans available to other key employees.  If during the employment period
   (i) Mr. Swendrowski's employment is terminated by the Company, other than
   for "cause" (as defined in the severance agreement) or his disability or
   (ii) his duties are changed substantially without his written consent and
   Mr. Swendrowski terminates his employment as a result, then he will be
   entitled to receive a lump sum severance payment equal to three times his
   average base salary over the five years prior thereto, plus the other
   benefits due under the agreement. 

   Compensation and Stock Option Committee Interlocks and Insider
   Participation

        Jeffrey J. Jones, a partner in the law firm which serves as the
   Company's general counsel, has been a member of the Committee since its
   inception.

                          STOCK PERFORMANCE INFORMATION

        Set forth below is a line graph comparing the annual percentage
   change during the last five fiscal years in the Company's cumulative total
   shareholder return on the Class A Shares, compared to the cumulative total
   return of companies included within the Nasdaq Total Return Index and
   companies in a peer group selected in good faith by the Company.  The
   companies comprising the peer group index include:  Alico, Inc., Chalone
   Wine Group, LTD., J & J Snack Foods Corp., Mauna Loa Macadamia Nut Corp.,
   Orange-Co., Inc., John B. Sanfilippo & Son, Inc., Seneca Foods Corp.,
   Stokely USA, Inc., Sylvan Food Holdings, Inc. and Todhunter International,
   Inc.  The shareholder returns of each of these companies have been
   weighted based on each such company's relative market capitalization as of
   the beginning of each period.

              [Performance Graph]


   
   
                              03/31/90  03/31/91   03/31/92  03/31/93   03/31/94    03/31/95
                                                                    
    Northland Cranberries,
       Inc.                    $100.0    $109.7     $175.0    $237.5       $283.9     $272.0
    Peer Group Index           $100.0     $84.1      $83.6     $74.5        $77.5      $69.9
    Nasdaq Total Return
       Index                   $100.0    $114.2     $145.6    $167.3       $180.6     $201.3

   


                            CLASS A SHARES AMENDMENT

   General

             The Board has unanimously approved and recommends that the
   shareholders approve the Class A Shares Amendment which would increase the
   number of authorized Class A Shares from 10,000,000 to 20,000,000.  The
   provisions of Article 4 of the Company's Articles of Incorporation, as
   proposed to be amended by the Class A Shares Amendment, are set forth in
   Appendix A to this Proxy Statement.

             At the Record Date, of the 10,000,000 Class A Shares presently
   authorized, 4,010,613 were issued and outstanding, approximately 373,500
   Class A Shares were reserved for issuance pursuant to existing or
   potential stock options under the Company's current option plans and
   100,000 Class A Shares were reserved for issuance upon the potential
   conversion at the option of holders of a $3 million promissory note due on
   March 31, 1996 at $30 per share.  If the 1995 Plan is approved by
   shareholders at the Meeting, an additional 400,000 Class A Shares will be
   reserved for issuance thereunder.  In addition, each Class B Share is
   convertible at the election of the holder thereof into one Class A Share. 
   Accordingly, 318,101 Class A Shares are currently reserved in the event of
   the conversion of all issued and outstanding Class B Shares.  Finally, the
   Company is currently negotiating entering into multi-year crop purchase
   agreements with other independent cranberry growers pursuant to which the
   Company intends to contract to issue an undeterminable number of Class A
   Shares annually in unregistered transactions at $10 in value per barrel
   (currently not anticipated to exceed, in the aggregate, approximately $1
   million in value per year based on current negotiations) beginning in
   fiscal 1996, as partial payment for such cranberry purchases by the
   Company.

             In light of the foregoing, the Class A Shares Amendment provides
   that a sufficient number of Class A Shares would remain available if the
   appropriate corporate opportunities or purposes should arise.  By
   approving an increase in authorized Class A Shares in advance of any
   specific need, the Company may avoid the delay and expense of obtaining
   shareholder approval at a later special meeting.

             As of the Record Date, and except as outlined above, the Board
   has not approved any transactions which would require the issuance of
   additional Class A Shares, nor are there presently any understandings,
   agreements, plans or commitments obligating the Company to issue
   additional Class A Shares.  The proposed increase in the number of
   authorized Class A Shares effected by the Class A Shares Amendment is
   intended to provide shares for, among other purposes, possible future
   stock splits and stock dividends, issuances from time to time in
   connection with the acquisition of other companies or product lines,
   possible future employee stock option or benefit plans, other financing
   requirements or other general corporate purposes.

             If the increase in authorized Class A Shares is approved, such
   shares could be issued at such time or times and for such consideration as
   the Board in its discretion determines without further shareholder action
   should the Board determine to do so (unless otherwise required in
   connection with certain statutory mergers and share exchanges or as may be
   required by policies of the stock market or exchange on which the
   Company's securities are then traded).  Because the Company's Articles of
   Incorporation do not provide preemptive rights, shareholders will not have
   a preferential right to subscribe for their proportionate share of any new
   issue of Class A Shares unless so provided by the Board.  Issuance of any
   of the proposed Class A Shares, other than as a pro rata distribution to
   existing shareholders, will dilute the proportionate voting power of
   existing shareholders.

   Potential Anti-Takeover Effects

             The Company does not view the Class A Shares Amendment as part
   of any "anti-takeover" strategy.  The Class A Shares Amendment is not
   being advanced as the result of any known effort by any party to
   accumulate Class A Shares or to obtain control of the Company.  Issuing
   additional Class A Shares could, nonetheless, impede or defeat a non-
   negotiated acquisition of the Company by diluting the ownership interests
   of a substantial shareholder and thereby increasing the total amount of
   consideration necessary for a person to obtain control of the Company or
   increasing the voting power of friendly third parties.

             The voting power of the Company's Class A Shares and Class B
   Shares controlled by the Company's directors and officers in the
   aggregate, along with the Voting Trust and the Shareholders Agreement,
   could also preclude, or make it more difficult to effect, an acquisition
   of the Company which is not on terms acceptable to the Company's Board of
   Directors and management.  Additionally, the foregoing could also have the
   effect of enhancing the ability of the Board of Directors and management
   to maintain their positions with the Company.

             Certain other provisions of the Company's Articles of
   Incorporation and By-Laws as well as certain provisions of Wisconsin
   corporate law also have or may have an anti-takeover effect.  These
   provisions include but are not limited to:  (a) the Board of Directors'
   ability, without shareholder approval, to issue shares of preferred stock
   upon such terms and conditions as it may determine; (b) the three votes
   per share of the Class B Shares; and (c) By-Law requirements governing the
   nomination of directors, the calling of special shareholder meetings and
   the raising of matters for consideration at shareholder meetings.

   Vote Required

             The affirmative vote of the holders of a majority of the votes
   represented by the Class A Shares and Class B Shares represented and voted
   at the Meeting, voting together as a single class, is required to approve
   the Class A Shares Amendment.  Any Class A Shares or Class B Shares not
   voted at the Meeting, whether due to abstentions, broker non-votes or
   otherwise, will have no impact regarding the proposal to approve the
   Class A Shares Amendment.

   THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE CLASS A SHARES
   AMENDMENT.  CLASS A SHARES AND CLASS B SHARES REPRESENTED AT THE MEETING
   BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED "FOR" THE CLASS A SHARES
   AMENDMENT.

                             1995 STOCK OPTION PLAN

   General

             The purpose of the 1995 Stock Option Plan (the "1995 Plan") is
   to promote the best interests of the Company and its shareholders by
   providing key employees and non-employee directors of the Company with an
   opportunity to acquire or increase their stock ownership in the Company. 
   It is intended that the 1995 Plan will promote continuity of management
   and increased incentive and personal interest in the welfare of the
   Company by those key employees and non-employee directors who are
   primarily responsible for shaping or carrying out the long-range plans of
   the Company and securing the Company's continued growth and financial
   success.

             The Company currently has in effect the 1987 Stock Option Plan
   ("1987 Plan") and the 1989 Stock Option Plan ("1989 Plan").  As of the
   Record Date, no Class A Shares remained available for the granting of
   additional options under the 1987 Plan and less than 1,000 Class A Shares
   remained available to support new option grants under the 1989 Plan.  To
   allow for additional stock option awards to be made by the Company, the
   1995 Plan was adopted by the Board on May 17, 1995 with the effective date
   as of such date, subject to approval by the shareholders at the Meeting.

             The following summary description of the 1995 Plan is qualified
   in its entirety by reference to the full text of the 1995 Plan which is
   attached to this Proxy Statement as Appendix B.

   Administration

             The 1995 Plan is required to be administered by the Compensation
   and Stock Option Committee ("Committee"), provided the Committee continues
   to consist of not less than two directors who are "disinterested persons"
   within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934
   (the "Exchange Act").  Among other functions, the Committee has the
   authority to establish rules for the administration of the 1995 Plan; to
   select the key employees of the Company to whom options will be granted;
   to determine the types of options to be granted to key employees and the
   number of shares covered by such options; to set the terms and conditions
   of such options; and to cancel, suspend and amend options granted to key
   employees to the extent authorized under the 1995 Plan.  The Committee may
   also determine whether the payment of any proceeds of any option shall or
   may be deferred by a key employee participating in the 1995 Plan.  Except
   as otherwise provided in the 1995 Plan, determinations and interpretations
   with respect thereto and any option agreements thereunder will be in the
   sole discretion of the Committee, whose determination and interpretations
   will be binding on all parties.  Each non-employee director of the Company
   and any key employee of the Company, including any executive officer or
   employee-director of the Company who is not a member of the Committee, is
   eligible to receive options under the 1995 Plan.

   Options Under the 1995 Plan; Available Shares

             The 1995 Plan authorizes the granting to key employees of stock
   options, which may be either incentive stock options ("ISOs") meeting the
   requirements of Section 422 of the Internal Revenue Code (the "Code") or
   nonqualified stock options.  The 1995 Plan provides that up to a total of
   400,000 Class A Shares (subject to adjustment as described below) will be
   available for the granting of options thereunder.  The 1995 Plan also
   provides for an annual, automatic grant of nonqualified stock options to
   each non-employee director of the Company.  Any shares delivered pursuant
   to an option may be either authorized and unissued shares or treasury
   shares held by the Company.

   Terms of Options

             Option Awards to Key Employees.  The exercise price per Class A
   Share subject to an option granted under the 1995 Plan will be determined
   by the Committee, provided that the exercise price may not be less than
   100% of the fair market value of a Class A Share on the date of grant. 
   The term of an option granted under the 1995 Plan will be as determined by
   the Committee, provided that the term of an option may not exceed 10
   years.  Options granted under the 1995 Plan will become exercisable in
   such manner and within such period or periods and in such installments or
   otherwise as determined by the Committee.  Options will be exercised by
   payment in full of the exercise price, either in cash or in whole or in
   part by tendering Class A Shares or other consideration having a fair
   market value on the date of exercise equal to the option exercise price. 
   All ISOs granted under the 1995 Plan will also be required to comply with
   all other terms of Section 422 of the Code.

             Option Awards to Non-Employee Directors.  The 1995 Plan provides
   that each non-employee director (if he or she continues to serve in such
   capacity) will, on the last day of each fiscal year, automatically be
   granted an option to purchase that number of Class A Shares equal to the
   amount of directors' fees paid to the non-employee director for such
   fiscal year, divided by the fair market value of a Class A Share on such
   date.  Non-employee directors will be entitled to receive the automatic
   grants under the 1995 Plan as described above only for so long as the 1995
   Plan remains in effect and a sufficient number of shares are available for
   the granting of such options thereunder.

             The option price per share of any option granted to a non-
   employee director must be 100% of the "market value" of a Class A Share on
   the date of grant of such option.  The "market value" of a Class A Share
   on the date of grant to the non-employee director will be the last bid
   price per Class A Share as reported on the Nasdaq National Market on the
   trading day next preceding such grant date; provided, however, that if the
   principal market for the Class A Shares is then a national securities
   exchange, the "market value" shall be the closing bid price per Class A
   Share as reported on such securities exchange on the trading day next
   preceding the date of grant, or, in either case above, if no trading
   occurred on the trading date next preceding the date on which the non-
   qualified stock option is granted, then the "market price" per share shall
   be determined with reference to the next preceding date on which shares
   were traded.  An option granted to a non-employee director will become
   exercisable one year after the date of grant, except that if the non-
   employee director ceases to be a director by reason of death, disability
   or retirement within one year after the date of grant, the option will
   become immediately exercisable in full.

             Options granted to non-employee directors will terminate on the
   earlier of (a) five years after the date of grant; (b) six months after
   the non-employee director ceases to be a director of the Company by reason
   of death, disability or retirement after obtaining age 65; or (c)
   immediately upon the non-employee director ceasing to be a director of the
   Company for any reason other than by death, disability or retirement. 
   Options granted to non-employee directors may be exercised under the 1995
   Plan by payment in full of the exercise price, either in cash or in whole
   or in part by tendering previously acquired Class A Shares having a market
   value on the date of exercise equal to the option exercise price.

             The Committee has no discretion to alter the provisions
   governing options granted to non-employee directors.

   Adjustments

             If any dividend or other distribution, recapitalization, stock
   split, reverse stock split, reorganization, merger, consolidation, split-
   up, spin-off, combination, repurchase or exchange of Class A Shares
   subject to the 1995 Plan and other securities of the Company, issuance of
   warrants or other rights to purchase Class A Shares subject to the 1995
   Plan and other securities of the Company, or other similar corporate
   transaction or event affects the shares so that an adjustment is
   appropriate in order to prevent dilution or enlargement of the benefits or
   potential benefits intended to be made available under the 1995 Plan, then
   the Committee will generally have the authority to, in such manner as it
   deems equitable, adjust (a) the number and type of Class A Shares subject
   to the 1995 Plan and which thereafter may be made the subject of options;
   (b) the number and type of Class A Shares subject to outstanding options;
   and (c) the grant, purchase or exercise price with respect to any option,
   or may make provision for a cash payment to the holder of outstanding
   options.  

   Limits on Transferability

             No option granted under the 1995 Plan may be assigned, sold,
   transferred or encumbered by any participant, otherwise than by will, by
   designation of a beneficiary, or by the laws of descent and distribution. 
   Each option will be exercisable during the participant's lifetime only by
   such participant or, if permissible under applicable law, by the
   participant's guardian or legal representative.  The 1995 Plan also
   imposes several other restrictions on transferability and exercisability
   on options granted thereunder to ensure compliance with Rule 16b-3 under
   the Exchange Act.

   Amendment and Termination

             The Board may amend, suspend or terminate the 1995 Plan at any
   time, except that shareholder approval of any amendment to the 1995 Plan
   must first be obtained if otherwise required by:  (a) the rules or
   regulations under Section 16 of the Exchange Act; (b) the Code or any
   rules thereunder; or (c) the quotation or listing requirements of the
   Nasdaq National Market or any principal securities exchange or market on
   which the Class A Shares are then traded.  Termination of the 1995 Plan
   shall not affect the rights of key employees with respect to options
   previously granted to them, and all unexpired options shall continue in
   force after termination except as they may lapse or be terminated by their
   own terms and conditions.  No option may be granted under the 1995 Plan
   after the seventh anniversary of its effective date.  The term of options
   granted on or prior to such seventh anniversary date, unless otherwise
   expressly provided, may extend beyond such date.

   Withholding

             Not later than the date as of which an amount first becomes
   includible in the gross income of a key employee for federal income tax
   purposes with respect to any option under the 1995 Plan, the key employee
   will be required to pay to the Company, or make arrangements satisfactory
   to the Company regarding the payment of, any federal, state, local or
   foreign taxes of any kind required by law to be withheld with respect to
   such amount.  Unless otherwise determined by the Committee, withholding
   obligations arising with respect to options under the 1995 Plan may be
   settled with Class A Shares except that the key employee may not settle
   such obligations with Class A Shares that are part of, or are received
   upon exercise of, the option that gives rise to the withholding
   requirement.  The obligations of the Company under the 1995 Plan are
   conditional on such payment or arrangements, and the Company and any
   affiliate will, to the extent permitted by law, have the right to deduct
   any such taxes from any payment otherwise due to the key employee.  The
   Committee may establish such procedures as it deems appropriate for the
   settling of withholding obligations with Class A Shares.

   Certain Federal Income Tax Consequences

             The grant of a stock option under the 1995 Plan will create no
   income tax consequences to the option holder or the Company.  An option
   holder who is granted a nonqualified stock option will generally recognize
   ordinary income at the time of exercise in an amount equal to the excess
   of the fair market value of the Class A Shares at such time over the
   exercise price.  The Company will be entitled to a deduction in the same
   amount and at the same time as ordinary income is recognized by the option
   holder.  A subsequent disposition of the Class A Shares will give rise to
   capital gain or loss to the extent the amount realized from the sale
   differs from the tax basis (i.e., the fair market value of the Class A
   Shares on the date of exercise).  This capital gain or loss will be a
   long-term capital gain or loss if the Class A Shares had been held for
   more than one year from the date of exercise.

             In general, an option holder will recognize no income or gain as
   a result of exercise of an ISO (except that the alternative minimum tax
   may apply).  Except as described below, any gain or loss realized by the
   key employee on the disposition of the Class A Shares acquired pursuant to
   the exercise of an ISO will be treated as a long-term capital gain or
   loss.  No deduction will be allowed to the Company.  If the key employee
   fails to hold the Class A Shares acquired pursuant to the exercise of an
   ISO for at least two years from the date of grant and one year from the
   date of exercise, the key employee will recognize ordinary income at the
   time of the disposition equal to the lesser of (a) the gain realized on
   the disposition or (b) the excess of the fair market value of the Class A
   Shares on the date of exercise over the exercise price.  The Company will
   be entitled to a deduction in the same amount and at the same time as
   ordinary income is recognized by the key employee.  Any additional gain
   realized by the key employee over the fair market value at the time of
   exercise will be treated as a capital gain.  This capital gain will be a
   long-term capital gain if the Class A Shares had been held for more than
   one year from the date of exercise.

   Future Options

        Except for the stock options required to be automatically granted to
   the non-employee directors under the 1995 Plan, the Company cannot
   currently determine the options that may be granted in the future to the
   named executive officers or key employees under the 1995 Plan.  Such
   determinations will be made from time to time by the Committee.  Assuming
   the shareholders approve the 1995 Plan at the Meeting, the non-employee
   directors will automatically receive annual grants of non-qualified stock
   options pursuant to the formula described above.  

        During fiscal 1995, options to purchase a total of 33,000 Class A
   Shares were granted to all executive officers and 13,000 Class A Shares
   were granted to all other employees as a group under the 1989 Plan at a
   per share exercise price of $17.50.  During fiscal 1995, options to
   purchase a total of 2,017 Class A Shares were granted to non-employee
   directors under the 1989 Plan at a per share exercise price of $15.50. 
   Stock options granted under the 1989 Plan to the named executive officers
   during fiscal 1995 are disclosed under the caption "Executive
   Compensation."

             On June 15, 1995, the last reported sale price per share of the
   Class A Shares on the Nasdaq National Market System was $15.25.

   Vote Required

             The affirmative vote of the holders of a majority of the votes
   represented by the Class A Shares and Class B Shares represented and voted
   at the Meeting, voting together as a single class, is required to approve
   the 1995 Plan.  Any Class A Shares or Class B Shares not voted at the
   Meeting, whether due to broker nonvotes or otherwise (except abstentions),
   will have no impact regarding the proposal to approve the 1995 Plan. 
   Class A Shares or Class B Shares as to which holders abstain from voting
   will be treated as votes against approval of the 1995 Plan.

   THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE 1995 PLAN.  CLASS A
   SHARES AND CLASS B SHARES REPRESENTED AT THE MEETING BY EXECUTED BUT
   UNMARKED PROXIES WILL BE VOTED "FOR" THE 1995 PLAN.

                              CERTAIN TRANSACTIONS

        Mr. Swendrowski, a former director of the Company and a general
   partnership (whose partners include two other unaffiliated individuals)
   are partners in Cranberry Hills Partnership, a Wisconsin general
   partnership ("Cranberry Hills").  In September 1991, Cranberry Hills sold
   substantially all of its assets, including the Cranberry Hills' cranberry
   marsh (but not including machinery and equipment), to The Equitable Life
   Assurance Society of the United States ("Equitable") for $3,450,000.  As
   part of this transaction, Cranberry Hills (i) retained the right to lease
   back such assets for a period of approximately 10 years and a right of
   first refusal to purchase the assets at the end of such period and (ii)
   simultaneously assigned its lease rights and right of first refusal to the
   Company.  As a result, the Company entered into a 10-year lease agreement
   with Equitable which requires the Company to make annual lease payments of
   $336,375 in each of calendar years 1994 to 1996; $370,875 in each of
   calendar years 1997 to 1999; and $214,906 in the year 2000.  In
   consideration for the assigned lease rights and right of first refusal,
   the Company is required to pay Cranberry Hills 25% of the net income
   derived from the leased assets, where net income is determined each year
   by the sum of crop income, vine sales and insurance claims, minus the sum
   of the lease payment, operating expenses and a $36,000 administrative fee. 
   In fiscal 1995, the Company accrued $8,973 in payment obligations to
   Cranberry Hills.  The Company believes the terms of the foregoing
   transactions are no less favorable to the Company than could have been
   obtained from an unaffiliated third party.

                                 OTHER MATTERS 

        The Board has reappointed Deloitte & Touche LLP to serve as the
   Company's independent auditors for fiscal 1996.  Representatives of
   Deloitte & Touche LLP are expected to be present at the Meeting and will
   have an opportunity to make a statement if they desire to do so.  They
   will also be available to respond to appropriate questions.

        The election of directors, approval of the Class A Shares Amendment
   and approval of the Northland Cranberries, Inc. 1995 Stock Option Plan are
   the only matters known to the Board which will be presented for
   shareholder consideration at the Meeting.  For other business to be
   properly brought before the Meeting by a shareholder, such shareholder
   must give written notice of such proposed business complying with the
   Company's By-laws to the Secretary of the Company not less than 30 days in
   advance of the Meeting.  If any other business or matters should properly
   come before the Meeting, the proxies named in the accompanying proxy will
   vote on such business or matters in accordance with their best judgment.

        The cost of soliciting proxies will be borne by the Company.  The
   Company expects to solicit proxies primarily by mail.  Proxies may also be
   solicited personally and by telephone by certain officers and regular
   employees of the Company.  It is not anticipated that anyone will be
   specially engaged to solicit proxies or that special compensation will be
   paid for that purpose.  The Company will reimburse brokers and other
   nominees for their reasonable expenses in communicating with the persons
   for whom they hold Class A Shares.

        The Company's executive officers, directors and greater than 10%
   shareholders are required to file under the Securities Exchange Act of
   1934 reports concerning their ownership of the Company's Common Stock with
   the Securities and Exchange Commission and the Company.  Based solely upon
   information provided to the Company by individual directors, executive
   officers and greater than 10% shareholders, the Company believes that
   during the fiscal year ended March 31, 1995 all filing requirements
   applicable to directors, executive officers and greater than 10%
   shareholders have been complied with, except that Gerald J. Bach, an
   executive officer of the Company, failed to report timely the acquisition
   of 115 Class A Shares for his IRA in July 1994.

        UPON THE WRITTEN REQUEST OF ANY COMPANY SHAREHOLDER, ADDRESSED TO
   THE SECRETARY OF THE COMPANY, 800 FIRST AVENUE SOUTH, P. O. BOX 8020,
   WISCONSIN RAPIDS, WISCONSIN 54495-8020, THE COMPANY WILL PROVIDE TO SUCH
   SHAREHOLDER WITHOUT CHARGE A COPY OF ITS FISCAL 1995 ANNUAL REPORT ON FORM
   10-K (WITHOUT EXHIBITS) AS FILED WITH THE SECURITIES AND EXCHANGE
   COMMISSION.

        Any shareholder proposal intended for consideration at next year's
   annual meeting of shareholders must be received by the Company no later
   than March 12, 1996 in order to be considered for inclusion in the
   Company's proxy statement and proxy for that meeting.  A shareholder that
   otherwise intends to present business at the next year's annual meeting
   must comply with the requirements set forth in the Company's By-laws, as
   described above.

                                 NORTHLAND CRANBERRIES, INC. 




                                 LeRoy J. Miles
                                 Secretary
   Wisconsin Rapids, Wisconsin
   July 10, 1995

   
                                                                   APPENDIX A

                            Proposed Amendment to the

                            Articles of Incorporation
                       Increasing the Number of Authorized
                                 Class A Shares

             The proposed additions to the first sentence of Article 4 of the
   Company's current Articles of Incorporation that would be effected if the
   Class A Shares Amendment is approved are underlined and the proposed
   deletions have been indicated by overstriking **EDGAR only-since underlining
   and overstriking are not recognized in the EDGAR system, additions are
   surrounded by "+" symbols and deletions are offset by "/" symbols**:

                                    Article 4

             The total number of shares of all classes of capital stock which
   the Corporation shall have authority to issue is +Twenty-Seven Million
   (27,000,000)+ /Seventeen Million (17,000,000)/ shares, consisting of: 
   (i) +Twenty Million (20,000,000)+ /Ten Million (10,000,000)/ shares of a
   class designated as "Class A Common Stock," with a par value of one
   cent ($.01) per share; (ii) Two Million (2,000,000) shares of a class
   designated as "Class B Common Stock," with a par value of one cent ($.01)
   per share; and (iii) Five Million (5,000,000) shares of a class designated
   as "Preferred Stock," with a par value of one cent ($.01) per share.
  
 
                                                                  APPENDIX B

                           NORTHLAND CRANBERRIES, INC.
                             1995 STOCK OPTION PLAN

   Section 1.     Purpose

             The purpose of Northland Cranberries, Inc. 1995 Stock Option
   Plan (the "Plan") is to promote the best interests of Northland
   Cranberries, Inc. (the "Company") and its shareholders by providing key
   employees of the Company and its Affiliates (as defined below) and
   directors of the Company who are not employees of the Company and its
   Affiliates with an opportunity to acquire or increase their proprietary
   interest in the Company.  It is intended that the Plan will promote
   continuity of management and increased incentive and personal interest in
   the welfare of the Company by those who are primarily responsible for
   shaping and carrying out the long-range plans of the Company and securing
   the Company's continued growth and financial success.  

   Section 2.     Definitions

             As used in the Plan, the following terms shall have the
   respective meanings set forth below:

             (a)  "Affiliate" shall mean any entity that, directly or through
   one or more intermediaries, is controlled by, controls, or is under common
   control with, the Company.

             (b)  "Code" shall mean the Internal Revenue Code of 1986, as
   amended from time to time.

             (c)  "Commission" shall mean the Securities and Exchange
   Commission.

             (d)  "Committee" shall mean the Compensation and Stock Option
   Committee of the Board of Directors of the Company (or any other committee
   thereof designated by such Board to administer the Plan); provided,
   however, that the Committee is composed of not less than two directors,
   each of whom is a "disinterested person" within the meaning of Rule 16b-3.

             (e)  "Directors Fees" shall mean the amount which a Non-Employee
   Director (defined below) is paid for serving as a director of the Company
   in the relevant year, including separate fees for serving on committees of
   the Board of Directors and separate fees for attendance at meetings of the
   Board of Directors or any committee of the Board of Directors, but shall
   not include any separate fees for any other services provided for the
   Company.

             (f)  "Exchange Act" shall mean the Securities Exchange Act of
   1934, as amended from time to time.

             (g)  "Fair Market Value" shall mean, with respect to any
   property (including, without limitation, any Shares or other securities),
   the fair market value of such property determined by such methods or
   procedures as shall be established from time to time by the Committee.

             (h)  "Incentive Stock Option" shall mean an option granted under
   Section 6(a) of the Plan that is intended to meet the requirements of
   Section 422 of the Code (or any successor provision thereto).

             (i)  "Key Employee" shall mean any officer or other key employee
   of the Company or of any Affiliate who is responsible for or contributes
   to the management, growth or profitability of the business of the Company
   or any Affiliate as determined by the Committee in its discretion.

             (j)  "Non-Qualified Stock Option" shall mean an option granted
   under Section 6(a) of the Plan that is not intended to be an Incentive
   Stock Option and shall mean any option granted to a Non-Employee Director
   under Section 6(b) of the Plan.

             (k)  "Non-Employee Director" shall mean any member of the Board
   of Directors of the Company who is not an employee of the Company and its
   Affiliates.

             (l)  "Option" shall mean an Incentive Stock Option or a Non-
   Qualified Stock Option.

             (m)  "Option Agreement" shall mean any written agreement,
   contract or other instrument or document evidencing any Option granted
   under the Plan.

             (n)  "Participating Key Employee" shall mean a Key Employee
   designated to be granted an Award under the Plan.

             (o)  "Person" shall mean any individual, corporation,
   partnership, association, joint-stock company, trust, unincorporated
   organization or government or political subdivision thereof.

             (p)  "Rule 16b-3" shall mean Rule 16b-3 as promulgated by the
   Commission under the Exchange Act, or any successor rule or regulation
   thereto.

             (q)  "Shares" shall mean shares of Class A common stock of the
   Company, $0.01 par value, and such other securities or property as may
   become subject to Options pursuant to an adjustment made under Section
   4(b) of the Plan.

   Section 3.     Administration

             The Plan shall be administered by the Committee; provided,
   however, that if at any time the Committee shall not be in existence, the
   functions of the Committee as specified in the Plan shall be exercised by
   those members of the Board of Directors of the Company who qualify as
   "disinterested persons" under Rule 16b-3.  Subject to the terms of the
   Plan and applicable laws and without limitation by reason of enumeration,
   the Committee shall have full discretionary power and authority to: 
   (i) designate Participating Key Employees; (ii) determine the type of
   Options to be granted to each Participating Key Employee under the Plan;
   (iii) determine the number of Shares to be subject to each Option granted
   to Participating Key Employees; (iv) determine the terms and conditions of
   any Option granted to a Participating Key Employee; (v) determine whether,
   to what extent and under what circumstances Options granted to
   Participating Key Employees may be exercised in cash, Shares, other
   securities or other property, and the method or methods by which Options
   may be exercised, canceled, forfeited or suspended; (vi) determine
   whether, to what extent and under what circumstances Shares with respect
   to Options granted to Participating Key Employees under the Plan shall be
   deferred either automatically or at the election of the holder thereof or
   of the Committee; (vii) interpret and administer the Plan and any
   instrument or agreement relating to, or Option made under, the Plan
   (including, without limitation, any Option Agreement); (viii) establish,
   amend, suspend or waive such rules and regulations and appoint such agents
   as it shall deem appropriate for the proper administration of the Plan;
   and (ix) make any other determination and take any other action that the
   Committee deems necessary or desirable for the administration of the Plan. 
   Unless otherwise expressly provided in the Plan, all designations,
   determinations, interpretations and other decisions under or with respect
   to the Plan or any Option shall be within the sole discretion of the
   Committee, may be made at any time or from time to time, and shall be
   final, conclusive and binding upon all Persons, including the Company, any
   Affiliate, any Participating Key Employee, any holder or beneficiary of
   any Option, any shareholder and any employee of the Company or of any
   Affiliate.  

   Section 4.     Shares Available for Award

             (a)  Shares Available.  Subject to adjustment as provided in
   Section 4(b):

                  (i)  Number of Shares Available.  The number of
        Shares with respect to which Options may be granted under the
        Plan shall be 400,000.

                  (ii) Accounting for Awards.  The number of Shares
        covered by an Option under the Plan, or to which such Option
        relates, shall be counted on the date of grant of such Option
        against the number of Shares available for granting Options
        under the Plan.

                  (iii)     Sources of Shares Deliverable Under
        Options.  Any Shares delivered pursuant to the exercise of an
        Option may consist, in whole or in part, of authorized and
        unissued Shares or of treasury Shares.

             (b)  Adjustments.  In the event that the Committee shall
   determine that any dividend or other distribution (whether in the form of
   cash, Shares, other securities or other property), recapitalization, stock
   split, reverse stock split, reorganization, merger, consolidation, split-
   up, spin-off, combination, repurchase or exchange of Shares or other
   securities of the Company, issuance of warrants or other rights to
   purchase Shares or other securities of the Company, or other similar
   corporate transaction or event affects the Shares such that an adjustment
   is determined by the Committee to be appropriate in order to prevent
   dilution or enlargement of the benefits or potential benefits intended to
   be made available under the Plan, then the Committee may, in such manner
   as it may deem equitable, adjust any or all of (i) the number and type of
   Shares subject to the Plan and which thereafter may be made the subject of
   Options under the Plan; (ii) the number and type of Shares subject to
   outstanding Options; and (iii) the grant, purchase or exercise price with
   respect to any Option, or, if deemed appropriate, make provision for a
   cash payment to the holder of an outstanding Option; provided, however, in
   each case, that with respect to Incentive Stock Options no such adjustment
   shall be authorized to the extent that such authority would cause the Plan
   to violate Section 422(b) of the Code (or any successor provision
   thereto); and provided further that the number of Shares subject to any
   Option shall always be a whole number.  

   Section 5.     Eligibility

             Any Key Employee, including any executive officer or employee-
   director of the Company or of any Affiliate, who is not a member of the
   Committee shall be eligible to be designated a Participating Key Employee. 
   All Non-Employee Directors shall receive Non-Qualified Stock Options as
   provided in Section 6(b).

   Section 6.     Grants of Options

             (a)  Option Awards to Key Employees.  The Committee is hereby
   authorized to grant Options to Key Employees with the terms and conditions
   as set forth below and with such additional terms and conditions, in
   either case not inconsistent with the provisions of the Plan, as the
   Committee shall determine in its discretion.

                  (i)  Exercise Price.  The exercise price per Share of
        an Option granted pursuant to this Section 6(a) shall be
        determined by the Committee; provided, however, that such
        exercise price shall not be less than 100% of the Fair Market
        Value of a Share on the date of grant of such Option.

                  (ii) Option Term.  The term of each Option shall be
        fixed by the Committee; provided, however, that in no event
        shall the term of any Option exceed a period of ten years from
        the date of its grant.

                  (iii)     Exercisability and Method of Exercise.  An
        Option shall become exercisable in such manner and within such
        period or periods and in such installments or otherwise as
        shall be determined by the Committee.  The Committee also shall
        determine the method or methods by which, and the form or
        forms, including, without limitation, cash, Shares, other
        securities, other property or any combination thereof, having a
        Fair Market Value on the exercise date equal to the relevant
        exercise price, in which payment of the exercise price with
        respect to any Option may be made or deemed to have been made.

                  (iv) Incentive Stock Options.  The terms of any
        Incentive Stock Option granted under the Plan shall comply in
        all respects with the provisions of Section 422 of the Code (or
        any successor provision thereto) and any regulations
        promulgated thereunder.  Notwithstanding any provision in the
        Plan to the contrary, no Incentive Stock Option may be granted
        hereunder after the tenth anniversary of the adoption of the
        Plan by the Board of Directors of the Company.

             (b)  Non-Qualified Stock Option Awards to Non-Employee
   Directors.  Each Non-Employee Director shall automatically be granted Non-
   Qualified Stock Options under the Plan in the manner set forth in this
   Section 6(b).  A Non-Employee Director may hold more than one Non-
   Qualified Stock Option, but only on the terms and subject to any
   restrictions set forth herein.

                  (i)  Exercise Price.  The exercise price per Share
        shall be equal to 100% of the "market value" of a Share on the
        date of grant of such Option.  The "market value" of a Share on
        the date of grant to the Non-Employee Director shall be the
        last bid price per Share for the Shares in the Nasdaq National
        Market on the trading date next preceding such grant date;
        provided, however, that if the principal market for the Shares
        is then a national securities exchange, the "market value"
        shall be the closing bid price per Share for the Shares on the
        principal securities exchange on which the Shares are traded on
        the trading date next preceding the date of grant, or in either
        case above, if no trading occurred on the trading date next
        preceding the date on which the Non-Qualified Stock Option is
        granted, then the "market price" per Share shall be determined
        with reference to the next preceding date on which the Shares
        were traded.

                  (ii) Grant of Options.  On the last day of each
        fiscal year of the Company during the existence of the Plan,
        each Non-Employee Director shall be automatically granted an
        Option to purchase that number of Shares equal to the number
        obtained by dividing the aggregate amount of the Directors Fees
        paid to the Non-Employee Director for such fiscal year divided
        by the Fair Market Value of a Share on such date.  If the
        number of Shares determined pursuant to this subparagraph (ii)
        shall include fractional shares, the number of Shares subject
        to the Option shall be increased to the next higher whole
        number of Shares.  All Options granted to Non-Employee
        Directors shall be Non-Qualified Stock Options.

                  (iii)     Exercisability and Termination of Options. 
        Except as expressly provided herein, Non-Qualified Stock
        Options granted to Non-Employee Directors under the Plan shall
        not be exercisable until one (1) year from the date on which
        such Non-Qualified Stock Option is granted and shall terminate
        on the earlier of:

                       (A)  five years after the date of grant;

                       (B)  three months after the Non-Employee
             Director ceases to be a director of the Company by
             reason of death, disability or retirement after
             attaining age 65; or

                       (C)  immediately upon the Non-Employee
             Director ceasing to be a director of the Company for
             any reason other than by reason of death, disability
             or retirement.

        If a Non-Employee Director ceases to be a director of the
        Company by reason of death, disability or retirement prior to
        the date the Non-Statutory Stock Option becomes exercisable,
        the Non-Statutory Stock Option shall become immediately
        exercisable in full.

                  (iv) Exercise of Options.  A Non-Qualified Stock
        Option granted to a Non-Employee Director may be exercised,
        subject to its terms and conditions and the terms and
        conditions of the Plan, in full at any time or in part from
        time to time by delivery to the Company at its principal office
        in Wisconsin Rapids, Wisconsin, of a written notice of exercise
        specifying the number of Shares with respect to which the Non-
        Qualified Stock Option is being exercised.  Any notice of
        exercise shall be accompanied by full payment of the Option
        price of the Shares being purchased (x) in cash or its
        equivalent; (y) by tendering previously acquired shares (valued
        at their Fair Market Value as of the date of exercise); or (z)
        by any combination of subparagraphs (x) and (y).  No Shares
        shall be issued until full payment therefor has been made. 

             (c)  General.

                  (i)  No Consideration for Options.  Options shall be
        granted for no cash consideration unless otherwise determined
        by the Committee.

                  (ii) Option Agreements.  Each Option granted under
        the Plan shall be evidenced by an Option Agreement in such form
        (consistent with the terms of the Plan) as shall have been
        approved by the Committee.

                  (iii)     Awards May Be Granted Separately or
        Together.  Options to Participating Key Employees under the
        Plan may be granted either alone or in addition to, in tandem
        with, or in substitution for, any other award granted under any
        other plan of the Company or any Affiliate.  Options granted in
        addition to, or in tandem with, other awards granted under any
        other plan of the Company or any Affiliate, may be granted
        either at the same time as or at a different time from the
        grant of such other awards.

                  (iv) Limits on Transfer of Options.  No Option shall
        be assignable, alienable, saleable or transferable otherwise
        than by will or by the laws of descent and distribution;
        provided, however, that a Participating Key Employee at the
        discretion of the Committee may, and a Non-Employee Director
        shall, be entitled, in the manner established by the Committee,
        to designate a beneficiary or beneficiaries to exercise his or
        her rights, and to receive any property distributable, with
        respect to any Option upon the death of the Participating Key
        Employee or the Non-Employee Director, as the case may be. 
        Each Option shall be exercisable, during the lifetime of the
        Participating Key Employee or the Non-Employee Director, only
        by such individual or, if permissible under applicable law, by
        such individual's guardian or legal representative.  No Options
        may be pledged, alienated, attached or otherwise encumbered,
        and any purported pledge, alienation, attachment or encumbrance
        thereof shall be void and unenforceable against the Company or
        any Affiliate.

                  (v)  Term of Options.  Except as otherwise provided
        in the Plan, the term of each Option shall be for such period
        as may be determined by the Committee.

                  (vi) Share Certificates; Representation.  All
        certificates for Shares delivered under the Plan pursuant to
        the exercise of any Option shall be subject to such stop
        transfer orders and other restrictions as the Committee may
        deem advisable under the Plan or the rules, regulations and
        other requirements of the Commission, Nasdaq Stock Market or
        any stock exchange or other market upon which such Shares are
        then listed or traded, and any applicable federal or state
        securities laws, and the Committee may cause a legend or
        legends to be put on any such certificates to make appropriate
        reference to such restrictions.  The Committee may require each
        Participating Key Employee, Non-Employee Director or other
        Person who acquires Shares under the Plan by means of an Option
        originally granted to a Participating Key Employee, Non-
        Employee Director or other Person to represent to the Company
        in writing that such Participating Key Employee, Non-Employee
        Director or other Person is acquiring the Shares without a view
        to the distribution thereof.

   Section 7.     Amendment and Termination of the Plan; Correction of
                  Defects and Omissions

             (a)  Amendments to and Termination of the Plan.  The Board of
   Directors of the Company may at any time amend, alter, suspend,
   discontinue or terminate the Plan; provided, however, that shareholder
   approval of any amendment of the Plan shall also be obtained if otherwise
   required by: (i) the rules and/or regulations promulgated under Section 16
   of the Exchange Act (in order for the Plan to remain qualified under Rule
   16b-3); (ii) the Code or any rules promulgated thereunder (in order to
   allow for Incentive Stock Options to be granted under the Plan); or
   (iii) the quotation or listing requirements of the Nasdaq National Market
   or any principal securities exchange or market on which the Shares are
   then traded (in order to maintain the quotation or listing of the Shares
   thereon).  Termination of the Plan shall not affect the rights of
   Participating Key Employees and Non-Employee Directors with respect to
   Options previously granted to them, and all unexpired Options shall
   continue in force and effect after termination of the Plan except as they
   may lapse or be terminated by their own terms and conditions.

             (b)  Correction of Defects, Omissions and Inconsistencies.  The
   Committee may in its discretion correct any defect, supply any omission or
   reconcile any inconsistency in any Option or Option Agreement in the
   manner and to the extent it shall deem desirable to carry the Plan into
   effect.

   Section 8.     General Provisions

             (a)  No Rights to Awards.  No Key Employee, Participating Key
   Employee or other Person (other than a Non-Employee Director to the extent
   provided in Section 6(b) of the Plan) shall have any claim to be granted
   any Option under the Plan, and there is no obligation for uniformity of
   treatment of Key Employees, Participating Key Employees or holders or
   beneficiaries of Options under the Plan.  The terms and conditions of
   Options need not be the same with respect to each Participating Key
   Employee.

             (b)  Withholding.  No later than the date as of which an amount
   first becomes includible in the gross income of a Participating Key
   Employee for federal income tax purposes with respect to any Option under
   the Plan, the Participating Key Employee shall pay to the Company, or make
   arrangements satisfactory to the Company regarding the payment of any
   federal, state, local or foreign taxes of any kind required by law to be
   withheld with respect to such amount.  Unless otherwise determined by the
   Committee, withholding obligations arising with respect to Options granted
   to Participating Key Employees under the Plan may be settled with Shares
   previously owned by the Participating Key Employee; provided, however,
   that the Participating Key Employee may not settle such obligations with
   Shares that are part of, or are received upon exercise of, the Option that
   gives rise to the withholding requirement.  The obligations of the Company
   under the Plan shall be conditional on such payment or arrangements, and
   the Company and any Affiliate shall, to the extent permitted by law, have
   the right to deduct any such taxes from any payment otherwise due to the
   Participating Key Employee.  The Committee may establish such procedures
   as it deems appropriate for the settling of withholding obligations with
   Shares, including, without limitation, the establishment of such
   procedures as may be necessary to satisfy the requirements of Rule 16b-3.

             With the consent of the Committee, an Option holder may be
   permitted to satisfy the Company's withholding tax requirements by
   electing to have the Company withhold shares otherwise issuable to the
   Option holder.  The election shall be made in writing and shall be made
   according to such rules and in such form as the Company may determine.

             (c)  No Limit on Other Compensation Arrangements.  Nothing
   contained in the Plan shall prevent the Company or any Affiliate from
   adopting or continuing in effect other or additional compensation
   arrangements, and such arrangements may be either generally applicable or
   applicable only in specific cases.

             (d)  Rights and Status of Recipients of Options.  The grant of
   an Option shall not be construed as giving a Participating Key Employee
   the right to be retained in the employ of the Company or any Affiliate. 
   Further, the Company or any Affiliate may at any time dismiss a
   Participating Key Employee from employment, free from any liability, or
   any claim under the Plan, unless otherwise expressly provided in the Plan
   or in any Option Agreement.  The grant of an Option to a Non-Employee
   Director pursuant to Section 6(b) of the Plan shall confer no right on
   such Non-Employee Director to continue as a director of the Company. 
   Except for rights accorded under the Plan and under any applicable Option
   Agreement, Participating Key Employees and Non-Employee Directors shall
   have no rights as holders of Shares as a result of the granting of Options
   hereunder.

             (e)  Unfunded Status of the Plan.  Unless otherwise determined
   by the Committee, the Plan shall be unfunded and shall not create (or be
   construed to create) a trust or a separate fund or funds.  The Plan shall
   not establish any fiduciary relationship between the Company or the
   Committee and any Participating Key Employee, Non-Employee Director or
   other Person.  To the extent any Person holds any right by virtue of a
   grant under the Plan, such right (unless otherwise determined by the
   Committee) shall be no greater than the right of an unsecured general
   creditor of the Company.

             (f)  Governing Law.  The validity, construction and effect of
   the Plan and any rules and regulations relating to the Plan shall be
   determined in accordance with the internal laws of the State of Wisconsin
   and applicable federal law.

             (g)  Severability.  If any provision of the Plan or any Option
   Agreement or any Option is or becomes or is deemed to be invalid, illegal
   or unenforceable in any jurisdiction, or as to any Person or Option, or
   would disqualify the Plan, any Option Agreement or any Option under any
   law deemed applicable by the Committee, such provision shall be construed
   or deemed amended to conform to applicable laws, or if it cannot be so
   construed or deemed amended without, in the determination of the
   Committee, materially altering the intent of the Plan, any Option
   Agreement or the Option, such provision shall be stricken as to such
   jurisdiction, Person or Option, and the remainder of the Plan, any such
   Option Agreement and any such Option shall remain in full force and
   effect.

             (h)  No Fractional Shares.  No fractional Shares or other
   securities shall be issued or delivered pursuant to the Plan or any Option
   Agreement, and the Committee shall determine (except as otherwise provided
   in the Plan) whether cash, other securities or other property shall be
   paid or transferred in lieu of any fractional Shares or other securities,
   or whether such fractional Shares or other securities or any rights
   thereto shall be canceled, terminated or otherwise eliminated.

             (i)  Headings.  Headings are given to the Sections and
   subsections of the Plan solely as a convenience to facilitate reference. 
   Such headings shall not be deemed in any way material or relevant to the
   construction or interpretation of the Plan or any provision thereof.

   Section 9.     Effective Date of the Plan

             The Plan shall be effective as of May 17, 1995 subject to
   shareholder approval of the Plan within 12 months following the date of
   adoption of the Plan by the Board of Directors, and all Options granted
   under the Plan prior to the date of shareholder approval shall be subject
   to such approval and the effective date of such Option grants shall be
   deemed to be the date of such shareholder approval.

   Section 10.    Term of the Plan

             No Option shall be granted under the Plan following the seventh
   anniversary of its effective date.  However, unless otherwise expressly
   provided in the Plan or in an applicable Option Agreement, any Option
   theretofore granted may extend beyond such date and, to the extent set
   forth in the Plan, the authority of the Committee to amend, alter, adjust,
   suspend, discontinue or terminate any such Option, or to waive any
   conditions or restrictions with respect to any such Option, and the
   authority of the Board of Directors of the Company to amend the Plan,
   shall extend beyond such date.

   
                                     [WHITE]

                           NORTHLAND CRANBERRIES, INC.
                ANNUAL MEETING OF SHAREHOLDERS - August 18, 1995
                                    P R O X Y
                            FOR CLASS A COMMON STOCK

   PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD IMMEDIATELY USING THE
   ENCLOSED ENVELOPE

   PLEASE DO NOT FOLD

    The undersigned hereby appoints John Swendrowski and
    LeRoy J. Miles, and each or either of them, as proxies,
    each with the power to appoint his substitute, and hereby
    authorizes each or either of them to represent and to
    vote, as designated below, all the shares of Class A
    Common Stock of Northland Cranberries, Inc., held of
    record by the undersigned on June 29, 1995 at the annual
    meeting of shareholders scheduled to be held on August
    18, 1995 and at any adjournment thereof

    1.   Election of Directors.

         [ ]  FOR all seven nominees listed below (except as
              marked to the contrary nominees listed below
              below)

         [ ]  WITHHOLD AUTHORITY to vote for all seven
              nominees listed below.


    THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
    DIRECTORS

    JEROLD D. KAMINSKI, PATRICK F. BRENNAN, ROBERT E. HAWK,
    JEFFREY J. JONES, LEROY J. MILES, JOHN C. SERAMUR AND
    JOHN SWENDROWSKI


    (INSTRUCTION:   To withhold authority to vote for any
    individual nominee, write that nominee's name on the
    space provided below.)

    2.   Approval of the proposed amendment to the Articles
         of Incorporation to increase the number of
         authorized shares of Class A Common Stock, $.01 par
         value, from 10,000,000 to 20,000,000.

         [ ]  FOR  [ ]  AGAINST   [ ]  ABSTAIN


    3.   Approval of the Northland Cranberries, Inc. 1995
         Stock Option Plan.

         [ ]  FOR  [ ]  AGAINST   [ ]  ABSTAIN


                   (continued on reverse side)


                  (continued from reverse side)

    4.   In their discretion, upon such other business as may
         properly come before the meeting and at any
         adjournment thereof.

         This proxy when properly executed will be voted in
         the manner directed herein by the undersigned
         shareholder.  If no direction is made, this proxy
         will be voted FOR the seven director nominees
         indicated above, FOR Items 2 and 3 and on such other
         business as may properly come before the meeting in
         accordance with the best judgment of the proxies
         named herein.

         Dated:            , 1995


                                       ______________________________


                                       ______________________________
                                       Signature(s) of Shareholder(s)


    PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON.  When
    shares are held by joint tenants, both should sign.  When
    signing as attorney, executor, administrator, trustee or
    guardian, please give your full title as such.  If a
    corporation, please sign in full corporate name by the
    president or other authorized officer.  If a partnership,
    please sign in partnership name by authorized person.





   
                                     [WHITE]

                           NORTHLAND CRANBERRIES, INC.
                ANNUAL MEETING OF SHAREHOLDERS - August 18, 1995
                                    P R O X Y
                            FOR CLASS B COMMON STOCK

   PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD IMMEDIATELY USING THE
   ENCLOSED ENVELOPE

   PLEASE DO NOT FOLD

    The undersigned hereby appoints John Swendrowski and LeRoy J.
    Miles, and each or either of them, as proxies, each with the
    power to appoint his substitute, and hereby authorizes each or
    either of them to represent and to vote, as designated below, all
    the shares of Class B Common Stock of Northland Cranberries,
    Inc., held of record by the undersigned on June 29, 1995 at the
    annual meeting of shareholders scheduled to be held on August 18,
    1995 and at any adjournment thereof

    1.   Election of Directors.

         [ ]  FOR all seven nominees listed below (except as marked
              to the contrary below)

         [ ]  WITHHOLD AUTHORITY to vote for all seven nominees
              listed below

    THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

    JEROLD D. KAMINSKI, PATRICK F. BRENNAN, ROBERT E. HAWK, JEFFREY
    J. JONES, LEROY J. MILES, JOHN C. SERAMUR AND JOHN SWENDROWSKI


    (INSTRUCTION:   To withhold authority to vote for any individual
    nominee, write that nominee's name on the space provided below.)

    2.   Approval of the proposed amendment to the Articles of
         Incorporation to increase the number of authorized shares of
         Class A Common Stock, $.01 par value, from 10,000,000 to
         20,000,000.

         [ ]  FOR  [ ]  AGAINST   [ ]  ABSTAIN


    3.   Approval of the Northland Cranberries, Inc. 1995 Stock
         Option Plan.

         [ ]  FOR  [ ]  AGAINST   [ ]  ABSTAIN

                       (continued on reverse side)


                      (continued from reverse side)


    4.   In their discretion, upon such other business as may
         properly come before the meeting and at any adjournment
         thereof.

         This proxy when properly executed will be voted in the
         manner directed herein by the undersigned shareholder.  If
         no direction is made, this proxy will be voted FOR the seven
         director nominees indicated above, FOR Items 2 and 3 and on
         such other business as may properly come before the meeting
         in accordance with the best judgment of the proxies named
         herein.


         Dated:            , 1995


                                       ______________________________


                                       ______________________________
                                       Signature(s) of Shareholder(s)



    PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON.  When shares are
    held by joint tenants, both should sign.  When signing as
    attorney, executor, administrator, trustee or guardian, please
    give your full title as such.  If a corporation, please sign in
    full corporate name by the president or other authorized officer. 
    If a partnership, please sign in partnership name by authorized
    person.