SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended August 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________

Commission file number 0-16130

Northland Cranberries, Inc.
(Exact name of registrant as specified in its charter)

Wisconsin 39-1583759
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)

800 First Avenue South
P. O. Box 8020
Wisconsin Rapids, Wisconsin 54495-8020
(Address of principal executive (Zip Code)
offices)

Registrant's telephone number, including area code: (715) 424-4444

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Class A
Common Stock, $.01 par value

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

Aggregate market value of the voting stock held by non-affiliates of the
registrant as of November 24, 1997:
$187,229,580

Number of shares issued and outstanding of each of the registrant's
classes of common stock as of November 24, 1997:

Class A Common Stock, $.01 par value: 13,220,370 shares
Class B Common Stock, $.01 par value: 636,202 shares

PORTIONS OF THE FOLLOWING DOCUMENTS ARE INCORPORATED HEREIN BY REFERENCE:

Proxy Statement for 1998 annual meeting of shareholders scheduled to be
held January 7, 1998 (incorporated by reference into Part III, to the
extent indicated therein).

1997 Annual Report to Shareholders (incorporated by reference into Parts
II and IV, to the extent indicated therein).

PART I

Special Note Regarding Forward-Looking Statements

Certain matters discussed in this Annual Report on Form 10-K are
"forward-looking statements" intended to qualify for the safe harbors from
liability established by the Private Securities Litigation Reform Act of
1995. These forward-looking statements can generally be identified as
such because the context of the statement includes words such as the
Company "believes," "anticipates," "expects" or other words of similar
import. Similarly, statements that describe the Company's future plans,
objectives or goals are also forward-looking statements. All such
forward-looking statements are subject to certain risks and uncertainties
which are described in close proximity to such statements and which could
cause actual results to differ materially from those currently
anticipated. Shareholders, potential investors and other readers are
urged to consider these factors carefully in evaluating the forward-
looking statements and are cautioned not to place undue reliance on such
forward-looking statements. The forward-looking statements included
herein are only made as of the date of this Form 10-K and the Company
undertakes no obligation to publicly update such forward-looking
statements to reflect subsequent events or circumstances.

Item 1. Business.

General

Northland Cranberries, Inc. ("Company" or "Northland") is a
vertically integrated grower, processor and marketer of cranberries and
value-added consumer and industrial cranberry products. With 25 cranberry
producing marshes and 2,548 planted acres owned or operated in Wisconsin
and Massachusetts as of November 15, 1997, Northland is also the world's
largest cranberry grower.

Since 1993, when Northland first began implementing its "marsh
to market" vertical integration strategy by introducing its own Northland
brand fresh cranberries, this strategy has been and continues to be the
principal strategic focus of the Company. The Company has developed from
principally a cranberry grower and member of the Ocean Spray Cranberries,
Inc. ("Ocean Spray") marketing cooperative to a grower, purchaser,
processor and marketer of cranberries and cranberry products. The
Company's current product line includes Northland brand 100% juice
cranberry blends, Northland brand fresh cranberries, private label
cranberry products, cranberry concentrate, raw frozen cranberries and
single-strength cranberry juice.

The Company completed the national rollout of its Northland
brand 100% juice cranberry blends in fiscal 1997. As of August 31, 1997,
Northland's blended cranberry juice product line was available in 48
states and in approximately 18,000 supermarkets, or 60% of supermarkets
nationwide. According to data compiled by Information Resources, Inc.
("IRI"), for the 12-week period ended October 12, 1997, the Northland
branded juice product line increased its market share in the United States
supermarket shelf-stable cranberry beverage category to approximately 6.5%
as compared to 1.0% for the 12-week period ended October 6, 1996. For the
four-week period ended October 12, 1997, Northland's market share in this
category was approximately 8.0%.

In fiscal 1998, the Company expects to continue the growth and
distribution of its Northland branded juice product line by (i)
implementing a comprehensive national marketing plan, including a national
television advertising campaign, to continue to increase consumer
awareness about the Company's branded juice products; (ii) continuing its
trade and price promotion plan through seasonal merchandising and
couponing; (iii) introducing new juice flavors and bottle sizes; and (iv)
pursuing alternative sales channels, including membership clubs, mass
merchandisers, drug and discount stores, convenience stores and industrial
food service companies. The Company also plans to continue to pursue
sales opportunities for its cranberry juice concentrate and its private
label cranberry products, as well as maintaining is seasonal sales of
fresh cranberries.

Marketing and Sales

Marketing

The Company's marketing strategy and focus for its Northland
100% juice cranberry blend product line is to highlight the differences in
flavor and nutritional content between Northland brand 100% juice
cranberry blends and the competing products of Ocean Spray and others
containing lesser juice content, as well as the nutritional benefits of
cranberry-based beverages. To implement this strategy, in fiscal 1997,
the Company developed and coordinated media advertising programs, sales
promotion programs, market research and public relations for the Northland
100% juice cranberry blend product line. The Company expanded its
regional television campaign, which began in early fiscal 1997, by
developing a national television advertising campaign in connection with
the national rollout of its branded juice product line. The Company also
entered into a long-term licensing agreement with the Ladies Professional
Golf Association to become a corporate sponsor and the official juice of
the LPGA. The Company intends to continue aggressively promoting its
branded juice product line through increased television advertising in
fiscal 1998 and by continuing its trade and price promotion plan,
consisting of seasonal merchandising to increase in-store visibility of
Northland products and a coupon plan to provide strong trial incentives to
first-time buyers and repurchase incentives to established users.
Northland anticipates spending approximately $24 million on advertising,
promotion and slotting expenses in support of its brand in fiscal 1998,
compared to $9 million in fiscal 1997.

On June 2, 1997, the Company hired Jerold D. Kaminski to serve
as the Company's President and Chief Operating Officer, with principal
responsibilities for the continued implementation of the Company's "marsh
to market" strategy, and with particular emphasis on directing and
implementing marketing and sales strategies for the Northland brand. Mr.
Kaminski has extensive management experience in the food industry (and in
particular with the marketing and sale of branded grocery products) as the
former Director of Marketing for the Food Service Division of General
Mills Corporation, a position Mr. Kaminski held for four years. See
"Executive Officers of the Company."

The Company employs a Director of Marketing (with over 20 years
of marketing experience in the food and consumer products industries), a
marketing coordinator and support staff personnel to oversee marketing of
the Company's branded juice product line. The Company also internally
staffs a creative services department to assist in marketing and
promotional efforts.

Sales

Based on industry data, dollar sales of shelf-stable cranberry
beverages continued to increase in fiscal 1997, with Northland's entry into
certain individual markets appearing to stimulate total segment growth.
Northland anticipates that this category growth will continue in fiscal
1998. Northland believes this category growth may allow it to realize
increased sales of its branded juice products by expanding distribution and
increasing promotion of Northland brand 100% juice products, both within
its current markets as well as in new markets.

The Company's branded juice sales are coordinated by a Director
of Sales and a National Sales Manager - Branded Products (who together
have over 35 years of sales experience in the food and consumer products
industries), as well as six regional sales managers with extensive sales
experience working for companies such as Borden, Inc., Ralston Purina
Company and Oscar Mayer Foods Corp. The Company's sales staff directs
distribution and sale of its branded juice products through a network of
approximately 60 independent food brokers in the major geographic regions
of the United States.

In addition to selling branded juice products, the Company sells
Northland brand fresh cranberries to wholesale produce distributors and
retail grocery companies during the Thanksgiving and Christmas holiday
seasons. Due in part to a cooler than average summer growing season, the
fiscal 1997 fresh cranberry crop consisted of smaller-than-average size
berries. The reduced average size of the fiscal 1997 fresh cranberry crop
resulted in the Company producing, packaging and selling less fresh fruit
in fiscal 1997 than in fiscal 1996. Fresh fruit sales in fiscal 1998 are
expected to be consistent with fiscal 1997 levels.

In addition to the national rollout of its branded juice product
line, important elements of the Company's marsh-to-market strategy in
fiscal 1997 were to develop initial sales of private label cranberry
products and to increase its sales of cranberry juice concentrate.
However, during early fiscal 1997, Northland was approached by, and
entered into negotiations and reached verbal agreement for the acquisition
of, a major private label supplier. In anticipation of closing this
planned acquisition, the Company redirected its internal efforts away from
attempting to generate sales of its private label products and concentrate
so that it could retain cranberries in inventory in order to internally
supply the raw materials necessary to meet the ongoing product sales of
the acquisition candidate. However, for unknown reasons not related to
the Company, the acquisition was suddenly terminated by the seller on the
anticipated execution date of the definitive acquisition agreement. As a
result, the Company's sales of private label products and cranberry
concentrate were adversely effected, and a larger than normal amount of
the Company's cranberry supply that was intended for use by the target
company and expected to generate revenue in fiscal 1997 remained in
inventory at the end of the year.

The Company has initiated plans to renew its efforts to
establish initital sales of its private label products. According to
industry data, approximately $150 million of private label cranberry juice
products were sold in supermarkets nationwide in 1997, representing
approximately 20% of the total supermarket shelf-stable cranberry juice
segment. The Company believes its position as the world's largest
cranberry grower would allow private label customers access to a reliable,
high quality supply of cranberry-based juice products. Private label
juice product sales, however, are very price competitive, and supermarket
chains, mass merchandisers and other producers of private label products
are often hesitant to change historical suppliers. The Company
anticipates that, in order to establish initial private label sales
success, it will need to aggressively compete based on product pricing in
fiscal 1998. There can be no assurance that the Company will be
successful in entering this market or that such sales will be on
satisfactory economic terms.

In fiscal 1996, the Company entered into an agreement with
Rudolph Wild GmbH & Co. ("Wild") to supply Wild with cranberry concentrate
for Wild's production of fruit juice and other beverages for distribution
exclusively in international markets. Wild is one of Europe's largest
suppliers of natural ingredients for the production of soft drinks and
other fruit beverages. The Company has a commitment to sell approximately
120,000 barrels of concentrate over the next two fiscal years to Wild.
The Company believes that its alliance with Wild, combined with its sales
of fresh cranberries in the United Kingdom, the Netherlands, Belgium and
other European countries, provides the Company with an initial foundation
for additional overseas sales and provides potential opportunities for
eventual expansion into other foreign markets.

In fiscal 1997, the Company had sales of approximately $5.8
million, or 12% of net sales, to one customer. The Company believes the
loss of this customer would not have a material adverse effect on the
Company since these sales were mostly in the form of cranberry
concentrate, and the raw cranberries used to produce such concentrate
could, if necessary, be redirected to other customers or into the
production of other consumer cranberry products.

The Company's wholly-owned subsidiary, Wildhawk, is in the
business of selling agricultural chemicals and fertilizer to cranberry
growers. The Company also sells cranberry vines to other cranberry
growers. Neither Wildhawk sales nor sales of cranberry vines have
recently had, nor are they expected to have, a material impact on the
Company's revenues or net income.

Cranberry Supply

General

The Company believes an important factor in successfully
implementing its marsh to market strategy is controlling a significant and
reliable supply of cranberries through its own growing efforts and
purchasing cranberries from other growers. Northland is the world's
largest cranberry grower, with more planted acres of cranberries owned or
leased than any other grower. As of November 15, 1997, Northland owned or
operated approximately 2,548 planted acres in Wisconsin and Massachusetts.
The Company utilizes its significant internal harvest of raw cranberries
from its owned and operated acres for a substantial majority of its fruit
distribution needs. Because cranberries are currently in limited supply,
Northland believes it has a competitive advantage over other independent
cranberry juice product processors and marketers since its position as the
world's largest single grower of cranberries gives it the capability to
supply itself internally with a significant and reliable source of raw
cranberries rather than having to rely on third party suppliers. The
combination of federal and state environmental regulations which currently
restrict the development of wetlands and the long lead-time and
significant capital costs required to develop new marshes to full
productivity have restricted the planting of significant additional
cranberry producing acreage in the United States.

Internally Grown and Purchased Supply

In the fall of 1996 (i.e., fiscal 1997), the Company harvested
293,000 barrels from 2,107 harvested acres on 24 marshes. While the
fiscal 1997 harvest was a record harvest for the Company, production from
the Company's northern Wisconsin properties was less than expected, due in
large part to small berry size caused by very cold spring and early summer
weather. Since the Company's growing costs are relatively fixed, the
small berry size resulted in increased cost of goods sold per barrel and
lower-than-expected profits per barrel in fiscal 1997.

The fall 1997 harvest of 417,000 barrels was a record harvest
for the Company. The large harvest was due in part to the maturation of
hybrid high-yield cranberry vines which the Company planted in its
internal expansion program in prior years, combined with favorable weather
and overall good growing conditions.

The Company also purchases raw cranberries from other growers to
supplement its own harvested crop. In fiscal 1997, Northland purchased
approximately 104,000 barrels of cranberries from other independent
growers. The Company has entered into multi-year crop purchase contracts
with 27 independent cranberry growers to purchase all of the cranberries
harvested from an aggregate of 1,557 planted acres. None of these
contracts expires in fiscal 1998. The Company expects the quantity of
cranberries purchased under its existing contracts to increase in future
years as the contracted marsh acreage matures and becomes more productive.
However, there can be no assurance that these existing contracts will be
renewed upon expiration.

The following table shows certain information regarding the
Company's cranberry marshes and production for the fiscal years indicated.

Fiscal Year

1998 1997 1996 1995 1994
(25 Marshes) (1) (25 Marshes) (21 Marshes) (21 Marshes) (18 Marshes)

Total planted acres 2,548 2,548 2,368 2,257 1,982

Total acres
harvested (2) 2,243 2,107 1,935 1,813 1,519

Total barrels of
production 417,000 293,000 287,000 254,000 192,000

_____________________________

(1) Includes data only through November 15, 1997.

(2) Includes only acres which are over four years old and on which
vines have not otherwise been "mowed." Cranberry vines may be
mowed and then replanted on new or existing acreage to create
new or renovated cranberry bogs. Although mowing prevents the
harvesting of berries from such acres for that season, the mowed
acres grow back and typically produce a modest crop in the year
after mowing and a normal crop in the second year after mowing.

As a result of existing domestic regulatory constraints on the
development of wetlands, the Company does not anticipate planting
significant additional domestic acreage in the near future. The Company
intends to continue attempting to increase its internal supply principally
through pursuing additional marsh property acquisitions and entering into
additional crop purchase agreements.

Increasing Internal Supply through Marsh Acquisitions

Since its inception, Northland has pursued a business strategy
of aggressively increasing its internal cranberry supply through marsh
acquisitions. For the period from immediately prior to its initial public
stock offering in August 1987 through November 15, 1997, the Company has
added, through acquisitions or leases, a total of 20 marsh properties.
During this period, total planted acreage has increased 656%, from 337
acres to 2,548 acres, through acquisitions and the Company's internal
planting program. In fiscal 1997, the Company acquired two separate marsh
properties in Wisconsin consisting of a total of 181 planted acres. These
acquisitions increased the Company's total planted acreage as of November
15, 1997 to approximately 2,548 acres on 25 properties, with over 23,000
total support acres. The Company intends to continue pursuing the
expansion of its productive capacity through the cost-effective
acquisition or lease of additional cranberry marshes both domestically and
internationally. The Company evaluates potential acquisition
opportunities and determines a range of potential purchase prices based on
several factors, including (i) historical and prospective productive
cranberry yield; (ii) existing and future production expansion potential;
(iii) the amount, type and condition of equipment being purchased; (iv)
the type of facilities associated with the operation; (v) existing bog
management; and (vi) potential synergies with Northland's existing marsh
locations.

International Initiatives

The Company is involved in certain international supply
initiatives and is exploring certain overseas supply opportunities,
including an agreement with an Irish state-owned enterprise to conduct
planting and testing of cranberry vines on marsh acreage in Ireland. The
Company has also entered into a multi-year contract with a cranberry
grower in Chile to purchase 20% of that grower's annual harvested crop;
however, as a result of difficult growing conditions, the number of
cranberries produced by this grower has been limited to date.

The Company also continues to explore potential opportunities to
develop cranberry-producing acres in several countries in Eastern Europe,
as well as in Russia. The Company does not anticipate that these
opportunities will produce any material financial benefit to the Company
in the near future.

Environmental Factors in Cranberry Production

The quality and quantity of cranberries produced in any given
year is dependent upon certain external environmental factors over which
the Company has little or no control. Extremes or significant variations
in temperature, excessive or inadequate precipitation levels, storms and
hail, or crop infestations can all adversely impact the production (as
well as the vine maturation process) in any crop year or years. While the
Company has attempted to mitigate the adverse effects that these factors
may have on its internal cranberry production, the Company's cranberry
production still remains substantially subject to these agricultural
factors.

In addition to some geographical diversity in the location of
its marshes, the Company maintains federally-subsidized multi-peril crop
insurance coverage for all of its marshes as part of its efforts to
minimize the effects of adverse agricultural occurrences. The policies
insure against unavoidable loss of production resulting from adverse
agricultural conditions, including hail, fire, insects, plant disease,
wildlife, human tampering and malicious damage to the bogs and the failure
of an irrigation system water supply due to an unavoidable cause. Each of
these multi-peril policies insures up to 75%, the maximum coverage
currently available, of the previous 10 years' average crop yield on the
covered marsh's insured acreage at an effective rate for fiscal 1997 of
$60 per barrel of insured lost production (rather than the price which
could have been received by actually harvesting and delivering or selling
such barrel). These insurance policies do not cover destruction or
spoilage of the Company's crop after its harvest. The Company received
$756,699, $737,721 and $1,078,000 of multi-peril crop insurance proceeds
in fiscal 1997, 1996 and 1995, respectively, and paid multi-peril
insurance premiums of $872,347, $563,789, and $421,094 in those years
respectively.

In fiscal 1997, the Company incorporated Northland Insurance
Center, Inc., which will assist the Company in procuring insurance against
certain crop losses.

Processing and Distribution

Another integral part of the Company's marsh to market strategy
is its capability to internally process its harvested and purchased
cranberries. Cranberries harvested from the Company's marshes or
purchased from independent suppliers are brought to the Company's 150,000
square foot receiving station and fresh fruit packaging facility in
Wisconsin Rapids, Wisconsin. The receiving station is capable of
cleaning, drying and electronically color sorting incoming fresh fruit.
Raw cranberries which are to be sold as fresh fruit during the
Thanksgiving and Christmas holiday seasons are stored in a temperature-
controlled facility until they are hand-sorted, packaged and distributed
to food brokers, wholesalers or supermarkets for sale as Northland brand
fresh cranberries. Raw cranberries which are to be used to make other
consumer cranberry products are cleaned, sorted and stored in the
Company's 65,000 square foot freezer facility until they are sent to the
Company's 16,000 square foot juice pressing and concentrating facility,
which was constructed in fiscal 1996. The concentrating facility, which
is capable of concentrating juice from up to 400,000 barrels of raw
cranberries annually, processes raw cranberries into concentrate or
single-strength juice. Concentrate and single-strength cranberry juice
are sold to various manufacturers of processed consumer cranberry
products. The Company also produces a pre-mixed product formulation (or
"pre-mix") by formulating single-strength cranberry juice with other fruit
juices, which is shipped to co-packers for bottling and packaging of
Northland branded juice products. The Company believes its capability to
internally process cranberries increases its ability to control the
distribution and sale of its branded juice products and other value-added
consumer and industrial cranberry products.

The Company maintains various co-packing agreements (including
agreements with two major food manufacturers, Seneca Foods Corporation and
Sunsweet Growers, Inc.) to formulate and bottle its processed cranberry
blends in six strategic locations nationwide. The Company delivers pre-mix
to these co-packers, who the re-formulate, bottle and package the Company's
branded juice products for delivery. The Company's transportation
department contracts with independent carriers to distribute the bottled
products to various grocery stores and retail outlets. The Company believes
that utilizing strategically located co-packers to establish its production/
distribution network lowers freight and production costs, as well as allows
for timely response to customer demands.

Competition

General

The markets for consumer cranberry products in which the Company
competes are large and very competitive. Substantially all of the major
markets for cranberry products in which the Company competes are dominated
by Ocean Spray. Ocean Spray, an agricultural marketing cooperative
entitled to limited protection under federal anti-trust laws, has over 700
member-growers, representing approximately 70% of all cranberry production
in North America. Based on IRI data, for the 12-weeks ended October 12,
1997, Ocean Spray products represented approximately 62% of the
supermarket shelf-stable cranberry beverage market, down from
approximately 69% for the 12-weeks ended October 6, 1996. For the four-
week period ended October 12, 1997, Ocean Spray's market share in this
category was approximately 60%. Ocean Spray has significantly greater
brand name recognition, marketing and distribution resources than the
Company.

Branded Juice

The Company's 100% juice cranberry blends compete principally
with Ocean Spray's branded cranberry juice products, as well as the
branded cranberry juice products of other distributors, private label
cranberry juice products and other juice and beverage products. The
Company's 100% juice cranberry blends are "premium" products competing
against other cranberry juice products, most of which are made up of much
less than 100% juice. For example, Ocean Spray's cranberry juice cocktail
contains only up to 27% cranberry juice and is otherwise supplemented by
fructose and water. Like Ocean Spray, most competitors' juices use sugar
or corn syrup additives as sweeteners. The Company believes that its
premium product formulation provides it with a competitive advantage in
the retail consumer market for juice products due to the improved quality
and taste between its 100% juice products and competitors' juices which do
not contain 100% juice. The Company fully anticipates that Ocean Spray
will continue to compete aggresively against Northland's 100% juice
cranberry blend products, possibly including reducing product pricing,
increasing its advertising expenditures, increasing its trade promotions
and other actions. Ocean Spray has significantly more experience in the
fruit juice markets, substantially greater brand name recognition and
substantially greater marketing and distribution resources than the
Company. There can be no assurance that the Company will be successful in
competing against Ocean Spray.

Fresh Cranberries

The Company competes with Ocean Spray and other brand label
producers in the market for fresh cranberry sales during the Thanksgiving
and Christmas holiday seasons. The Company intends to continue to compete
in the fresh cranberry market by continuing to sell Northland brand fresh
cranberries, primarily in the United States, at competitive prices. Ocean
Spray has significantly more experience in the sale of branded fresh
cranberries, substantially greater brand name recognition and
substantially greater marketing and distribution resources than the
Company. There can be no assurance that the Company will be successful in
competing against Ocean Spray in the fresh cranberry market.

Private Label Cranberry Products

The market for private label cranberry juice, sauce and other
processed cranberry products has historically been supplied by a limited
number of independent raw cranberry brokers and private label juice
processors and marketers. Certain processors have significant experience
in the private label fruit juice and processed cranberry products markets
and have established co-packing and bottling operations, distributor
networks and customer bases. There can be no assurance that the Company
will be successful in competing directly or indirectly against certain
major independent processors. However, the Company believes that its
processing capabilities and internal supply of raw cranberries may provide
it with a competitive advantage over those independent processors that
must rely on other growers and prevailing market conditions to obtain the
raw cranberry supply necessary to compete in the private label market.
Moreover, private label cranberry products in general compete against
branded cranberry products. The Company intends to compete aggressively
based on product pricing to initiate sales of its private label products
in fiscal 1998. There can be no assurance that any private label
processed cranberry products of the Company or its allied co-packers will
be able to compete successfully against other private label products of
existing suppliers, or the similar branded products of Ocean Spray or
others.

Raw Cranberries

Ocean Spray dominates the raw cranberry market, controlling
approximately 70% of the total raw cranberry supply. Northland competes
in the market for purchasing raw cranberries with other independent
cranberry product handlers and processors for the raw cranberries of other
independent growers. Principal competitive factors in the purchase of raw
cranberries include price, organizational loyalty and tradition. The
Company could experience increased competition for the direct purchase of
raw cranberries from Ocean Spray if Ocean Spray were to begin accepting
new member-growers. Additionally, in recent years, efforts have been made
to grow cranberries in locations outside of North America. There can be
no assurance that cranberry production outside of North America will not
become significant over the longer term.

Industrial Cranberry Products

The Company also competes for the sale of cranberry concentrate,
single-strength cranberry juice and frozen whole and sliced cranberries to
industrial customers, such as food processors and food service companies.
Cranberry concentrate is currently Northland's principal industrial
product in terms of sales volume and potential. The Company's industrial
customer base includes several major food processing firms. The Company
believes its position as the world's largest single cranberry grower and
its ability to internally process raw cranberries allows it to offer a
reliable supply of high quality, competitively priced cranberry products
to its industrial customers.

Regulation

Cranberry Products Regulation

The production, packaging, labeling, marketing and distribution
of the Company's fresh cranberries and consumer cranberry juice products
are subject to the rules and regulations of various federal, state and
local food and health agencies, including the United States Food and Drug
Administration, the United States Department of Agriculture, the Federal
Trade Commission and the Environmental Protection Agency. The Company
believes it has complied, and will be able to comply, in all material
respects with such rules, regulations and laws.

Environmental and Other Governmental Regulation

To obtain permits to create new cranberry marshes in the United
States, cranberry growers and other developers are generally required,
pursuant to a national "no net loss" of wetlands policy, to restore the
functional values of disturbed wetland acreage in an amount equal to at
least 100% of the acreage intended for the development of new cranberry
marshes, depending on the type of wetland impacted. Given this strict
regulatory requirement, as well as strict water quality legislation in
Wisconsin and Massachusetts, the Company believes it is currently unlikely
that the Company, or any other cranberry growers or other developers in
North America, will be able to cost-effectively secure additional permits
for further significant cranberry marsh development or expansion of
wetland properties (although the Company and other growers or developers
may renovate existing developed wetlands acreage from time to time and
replant older cranberry vine varieties with higher-yielding vine
varieties).

However, certain independent growers have undertaken efforts in
various states, including Maine, Minnesota, Michigan and Delaware (as well
as efforts in Quebec and British Columbia), to plant, cultivate, and
develop new cranberry-producing acreage. Given the aforementioned
environmental regulations, the particular soil and temperature conditions
necessary to effectively grow cranberries and the long lead-time required
for cranberry vines to mature to full production, the Company does not
expect these efforts to materially affect the supply of cranberries in
fiscal 1998.

One of the Company's Wisconsin marshes and one in Massachusetts
are the subjects of various types of activities intended to remediate
ground and/or water contamination caused by previously removed underground
storage tanks used by the prior owners of such properties. All of such
circumstances have been reported to the appropriate state regulatory
agencies and are subject to state supervised remediation plans. Based on
information available as of August 31, 1997, the Company believes a
substantial portion of the aggregate costs of such remedial activities
will be covered by state reimbursement funds (except in the case of the
Massachusetts property), or indemnification claims against the properties'
prior owners. The Company believes that no material liabilities will be
incurred as a result of remediation activities at any of the affected
properties.

Proposed regulations were recently approved by the Wisconsin
Department of Natural Resources ("DNR") to amend portions of the Wisconsin
Administrative Code to lessen the DNR's scrutiny associated with obtaining
DNR approval for the development of cranberry marshes in wetlands. The
proposed amendments to the regulations are currently pending before a
committee of the Wisconsin Legislature, and it is uncertain whether these
proposed regulations will ultimately take effect. The enactment of these
proposed regulations in their current form could relax the standards and
procedures for obtaining state water quality certification to conduct
activities in wetlands pursuant to a federal permit. However, as a result
of the continued federal restrictions on wetland development and the long
lead-time associated with the planting and maturation of cranberry vines,
the Company does not expect the proposed regulations, even if adopted in
their current form, to materially affect the supply of cranberries in
Wisconsin in the near term.

The Cranberry Marketing Committee of the United States
Department of Agriculture (the "CMC") has the authority under the
provisions of the Federal Cranberry Marketing Order to recommend that the
Secretary of the United States Department of Agriculture impose harvest
volume restrictions on domestic cranberry growers if the CMC believes
there will be an anticipated substantial over-supply of cranberries for
the forthcoming crop year. Such volume restrictions have not been imposed
since 1971, and based on current market conditions, the Company does not
anticipate any such restrictions in the near future; however, there can be
no assurance that such volume restrictions will not be imposed on growers
in the future.

Other than as set forth above, the Company does not expect
existing federal, state or local environmental or other governmental
legislation or regulation to have a material effect on its capital
expenditures, results of operations or competitive position.

Seasonality

The Company's business prior to fiscal 1997 had been extremely
seasonal because the Company's historical results of operations had been
significantly dependent upon the results of the Company's annual harvest.
The successful implementation of the Company's marsh to market strategy is
expected to help reduce the extreme seasonality of its business, although
the Company expects sales of its juice and fresh fruit to experience
seasonal increases during the traditional Thanksgiving and Christmas
holiday seasons.

Materials and Supplies

The Company purchases bottles, caps, flavorings, juices and
packaging either from its co-packers or independent third parties. The
Company obtains a significant amount of its materials and supplies
necessary for its growing and cultivation of cranberries, including water
and sand, from resources located on its own marshes. The Company also
expects to continue purchasing substantially all of its fertilizer and
pesticides from Wildhawk. The remainder of the Company's raw materials and
supplies, including the materials used to package the Company's fresh
fruit, are purchased on the open market from various sources.

The Company believes it would, if necessary, be able to locate
additional and alternative sources for any raw materials and supplies
without a material delay or adverse effect on its business.

Trademarks and Formulae

The Company owns the Northland trademark, which is registered in
the United States Patent and Trademark Office. The Northland trademark is
important to the Company in the sale of its branded fresh cranberries and
cranberry juice products, and the Company expects it to become
increasingly more important as Northland brand 100% juice cranberry blends
continue to grow in market share and distribution.

Northland 100% juice cranberry blends utilize proprietary flavor
formulations. The Company attempts to ensure the confidentiality of these
formulations by shipping pre-mix to co-packers and by requiring its co-
packers to enter into confidentiality agreements.

Employees

As of August 31, 1997, the Company had 203 full-time employees,
as compared to 141 as of August 31, 1996. The Company also hired
approximately 109 additional seasonal workers during the 1997 crop
cultivation season. In addition to the seasonal employees hired for
cultivating cranberries, the Company hired approximately 335 seasonal
workers to harvest the Company's crop and approximately 142 seasonal
employees to operate the Company's cranberry processing and packaging
facility from September through December 1996. The Company also had 20
full-time employees in sales and marketing as of August 31, 1997,
compared to 11 as of August 31, 1996. None of the Company's employees are
unionized and the Company believes its relationship with its employees is
very good.

Item 2. Properties.

The Company owns its corporate offices in Wisconsin Rapids,
Wisconsin consisting of 12,300 square feet of office space on five acres
of land. The Company also owns a 10,000 square foot building and recently
purchased a 40,000 square foot building, both in Wisconsin Rapids, which
are used by certain members of its administrative and operational staff.

The Company owns a 150,000 square foot receiving station and
fresh fruit packaging facility on 40 acres in Wisconsin Rapids. The
facility is used to clean and store the Company's processed cranberries.
The facility is also used to clean, store, sort and package the Company's
fresh fruit. The facility includes a 40,000 square foot cranberry
receiving station and fresh fruit packaging operation, 65,000 square feet
of freezer warehousing and 45,000 square feet of refrigerated storage.

The Company owns a 16,000 square foot juice concentrating
facility adjacent to the Company's current plant site in Wisconsin Rapids.
The juice concentrating facility provides Northland with the capacity to
concentrate over 400,000 barrels of cranberries annually.

The Company owns a 49,000 square foot cranberry receiving
station located on a seven-acre parcel of land adjacent to the Hanson
Division bogs. This facility is used for the cleaning of the Company's
Massachusetts cranberry crop.

The following table sets forth specific information about each
of the Company's 25 cranberry marshes as of November 15, 1997. All of the
Company's marshes are owned in fee simple or leased as indicated below,
subject to mortgages (except for its Dandy Creek, Nantucket and Hills
Division Marshes and one of the two marshes in each of the Associate and
Crawford Creek Divisions). All of the Company's marshes have storage
buildings and repair shops for machinery, trucks and harvest and
irrigation equipment maintained at the marshes. Each of the Company's
marshes has a house on site or in close proximity to the site which serves
as the marsh manager's residence and most of the Company's marshes also
have residences for assistant marsh managers. All of the Company's
foregoing current facilities are suitable and adequate for the Company's
existing needs.

November 15, 1997 Calendar
Year
Approximate Approximate Acquired
Marsh Division Name and Location Marsh Acres Planted Acres or Leased

Associates Division (two marshes),
Jackson County, Wisconsin . . . . . 4,198 159 1983

Meadow Valley Division, Jackson
County, Wisconsin . . . . . . . . . 2,150 76 1984

Fifield Division, Price County,
Wisconsin . . . . . . . . . . . . . 2,460 196 1985

Three Lakes Division, Oneida County,
Wisconsin . . . . . . . . . . . . . 1,542 82 1985

Chittamo Division, Douglas and
Washburn Counties, Wisconsin . . . . 620 55 1985

Biron Division, Wood County,
Wisconsin . . . . . . . . . . . . . 473 212 1987

Warrens Division, Monroe County,
Wisconsin . . . . . . . . . . . . . 160 63 1987

Trego Division, Washburn County,
Wisconsin . . . . . . . . . . . . . 1,715 96 1988

Gordon Division, Douglas County,
Wisconsin . . . . . . . . . . . . . 880 149 1988

Mather Division, Juneau County,
Wisconsin . . . . . . . . . . . . . 2,500 148 1989

Nekoosa Division (two marshes), Wood
County, Wisconsin . . . . . . . . . 569 85 1989

Nantucket Division (two marshes),
Nantucket County, Massachusetts . . 737 211 1990

Crawford Creek Division (two marshes),
Jackson County, Wisconsin . . . . . 304 135 1991

Hills Division, Jackson County,
Wisconsin (leased) . . . . . . . . . 465 70 1991

Hanson Division (two marshes),
Plymouth County, Massachusetts . . . 2,025 322 1993

Yellow River (two marshes), Juneau
County, Wisconsin . . . . . . . . . 1,714 252 1994

Dandy Creek, Monroe County, Wisconsin 350 55 1996

Manitowish Waters (two marshes), Vilas
County, Wisconsin . . . . . . . . . 345 182 1996
------ ------
Total . . . . . . . . . . . . . . 23,207 2,548
====== ======

Item 3. Legal Proceedings.

As of the date hereof, the Company is not a party to any legal
proceedings, the adverse outcome of which individually or in the
aggregate, in the Company's opinion, would have a material adverse effect
on the Company's results of operations or financial condition.

Item 4. Submission of Matters to a Vote of Shareholders.

No matters were submitted to a vote of the Company's
shareholders during the fourth quarter of fiscal 1997.

Executive Officers of the Company

As of November 15, 1997, each of the Company's executive
officers is identified below together with information about each such
officer's age, current position with the Company and employment history
for at least the past five years:

Name Age Current Position

John Swendrowski 49 Chairman of the Board and
Chief Executive Officer

Jerold D. Kaminski 41 President and Chief Operating
Officer

Robert E. Hawk 42 Executive Vice President and
President of Wildhawk, Inc.

John A. Pazurek 48 Vice President - Finance,
Treasurer and
Chief Financial Officer

William J. Haddow 49 Vice President - Purchasing,
Transportation and Budget

Steven E. Klus 51 Vice President - Manufacturing

David J. Lukas 55 Vice President - Administration
and Corporate Secretary

John Stauner 35 Vice President - Agricultural
Operations

John S. Wilson 47 Vice President - East Coast

Mr. Swendrowski originally founded the Company in May 1987 and served
as President and Chief Executive Officer from May 1987 to June 1997. Mr.
Swendrowski continues to serve as Chairman of the Board and Chief
Executive Officer and allowed Mr. Kaminski to assume the position of
President in June 1997 upon Mr. Kaminski's joining the Company.

Mr. Kaminski joined the Company on June 2, 1997 as its President and
Chief Operating Officer in order to oversee the continued implementation
of the Company's marsh-to-market strategy, particularly marketing and
sales of the Northland brand. Prior to joining the Company, he served as
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. Mr. Kaminski has been a director of the Company since
1994. Prior to appointment to his current positions with the Company, Mr.
Kaminski served as a member of both the Audit Committee and the
Compensation Committee of the Board of Directors.

Mr. Hawk was appointed Executive Vice President in October 1996.
Prior to that, Mr. Hawk served as the Company's Vice President - Sales,
Marketing and Special Projects since January 1993, and prior thereto he
served as Vice President - Operations since January 1989.

Mr. Pazurek is a certified public accountant and joined the Company
as Controller and Principal Accounting Officer at its inception in May
1987. In May 1990, Mr. Pazurek was promoted to Vice President-Finance and
in August 1993 he was promoted to Treasurer. In October 1996, Mr. Pazurek
was also appointed Chief Financial Officer.

Mr. Haddow was appointed Vice President-Purchasing, Transportation
and Budget in October 1996. Prior thereto, he served as Vice President-
Purchasing and Transportation from May 1993, and as Assistant Vice
President-Purchasing from 1989.

Mr. Klus joined the Company in April 1996 as the Director of
Strategic Product Planning. He was appointed Vice President-Manufacturing
in October 1996. Prior thereto he served as President-Eastern Division of
Seneca Foods Corporation in New York from May 1990.

Mr. Lukas joined the Company in April 1992 as Vice President of Human
Resources and Corporate Counsel. In May 1995 he was promoted to Secretary
and in August 1996 to Vice President-Administration. Prior thereto, he
practiced law in Wisconsin Rapids, Wisconsin for over 20 years.

Mr. Stauner was promoted to Vice President-Agricultural Operations in
October 1996. Prior thereto, he served as Vice President-Operations from
May 1995, and as Assistant Vice President of Operations since the
Company's inception in 1987.

Mr. Wilson joined the Company in October 1993 and was promoted to
Vice President - East Coast Operations in May 1994. In October 1996, his
title changed to Vice President-East Coast. Prior to joining the Company,
he served as Manager-Grower Services at Ocean Spray in Lakeville,
Massachusetts from 1988.

The executive officers of the Company are generally elected annually
by the Board of Directors after the annual meeting of shareholders. Each
executive officer holds office until his successor has been duly qualified
and elected or until his earlier death, resignation or removal.

PART II

Item 5. Market for the Company's Common Equity and Related Shareholder
Matters.

All share data appearing in the table below has been adjusted
where necessary to reflect the Company's two-for-one stock split effected
in the form of a 100% stock dividend on September 3, 1996 on its Class A
Common Stock.

Sale Price Range of Class A Common Stock (1)

First Second Third Fourth
Quarter Quarter Quarter Quarter

Fiscal Year Ended August 31, 1997

High $25.25 $27.50 $20.75 $19.25

Low $15.25 $17.00 $8.88 $12.69

Fiscal Year Ended August 31, 1996

High $10.00 $11.00 $14.63 $18.13

Low $7.25 $8.50 $9.88 $13.38
_______________

(1) The range of sale prices listed for each quarter includes intra-day
trading prices as reported on The Nasdaq Stock Market.

On November 25, 1997, there were approximately 9,181 beneficial
shareholders for the shares of Class A Common Stock and three shareholders
of record for the shares of Class B Common Stock. Shares of Class A
Common Stock trade on The Nasdaq Stock Market under the symbol CBRYA. No
public market exists for the shares of Class B Common Stock.

See Item 6 for information on the Company's cash dividends paid
on its Common Stock. On November 25, 1997, the last sale price of shares
of Class A Common Stock was $14.1875 per share.

Item 6. Selected Financial Data.

Pursuant to Instruction G, the information required by this Item
is incorporated herein by reference from information included under the
caption entitled "Selected Financial Data" set forth in the Company's 1997
Annual Report to Shareholders (the "Annual Report").

Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.

Pursuant to Instruction G, the information required by this item
is incorporated herein by reference from information included under the
caption entitled "Management's Discussion and Analysis of Results of
Operations and Financial Condition" set forth in the Annual Report.

Item 8. Financial Statements and Supplementary Data.

Pursuant to Instruction G, the Consolidated Balance Sheets of
the Company as of August 31, 1997 and 1996, the Consolidated Statements of
Operations, Cash Flows and Shareholders' Equity for the years ended August
31, 1997 and 1996, March 31, 1995 and five-month transition period ended
August 31, 1995, together with the related Notes to Consolidated Financial
Statements (including supplementary financial data), are incorporated
herein by reference from information included under the captions having
substantially the same titles as set forth in the Annual Report.

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

None.

PART III

Item 10. Directors and Executive Officers of the Company.

Pursuant to Instruction G, the information required by this item
with respect to directors is hereby incorporated herein by reference to
the information pertaining thereto set forth under the caption entitled
"Election of Directors" in the definitive proxy statement for its 1998
annual meeting of shareholders filed with the Commission pursuant to
Regulation 14A on November 25, 1997 ("Proxy Statement"). The information
required by Item 405 of Regulation S-K is hereby incorporated by reference
to the information set forth under the caption entitled "Other Matters-
Section 16(a) Beneficial Ownership Reporting Compliance" in the Proxy
Statement. The required information with respect to executive officers
appears at the end of Part I of this Form 10-K.

Item 11. Executive Compensation.

Pursuant to Instruction G, the information required by this item
is hereby incorporated herein by reference to the information pertaining
thereto set forth under the caption entitled "Executive Compensation" in
the Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

Item 13. Certain Relationships and Related Transactions.

Pursuant to Instruction G, the information required by this item
is hereby incorporated herein by reference to the information pertaining
thereto set forth under the captions entitled "Election of Directors-
Business Experience" and "Certain Transactions" in the Proxy Statement.

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a) The following documents are filed as part of this Form 10-K:

Page Reference
1997 Annual
Report
1. Financial Statements to Shareholders

Consolidated Balance Sheets as of August 31,
1997 and 1996 19

Consolidated Statements of Operations, Cash
Flows and Shareholders' Equity for the
fiscal years ended August 31, 1997 and 1996
and March 31, 1995 and the five month
transition period ended August 31, 1995 20-22

Notes to Consolidated Financial Statements 22-28

Independent Auditors' Report 18

All other schedules have been omitted as not required or not
applicable or the information required to be shown thereon is included in
the financial statements and related notes.

3. Exhibits and Reports on Form 8-K.

(a) The exhibits filed herewith or incorporated by reference
herein are set forth on the attached Exhibit Index.*

(b) The Company did not file a Form 8-K with the Securities and
Exchange Commission during the fourth quarter of fiscal
1997.

___________
* Exhibits to this Form 10-K, including long-term debt instruments
disclosed in Exhibit 4.5, will be furnished to shareholders upon
advance payment of a fee of $0.20 per page, plus mailing expenses.
Requests for copies should be addressed to John A. Pazurek, Chief
Financial Officer, Northland Cranberries, Inc., 800 First Avenue
South, P.O. Box 8020, Wisconsin Rapids, Wisconsin 54495-8020.

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, the Company has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

NORTHLAND CRANBERRIES, INC.

Date: November 26, 1997 By: /s/ John Swendrowski
John Swendrowski
Chairman of the Board and
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, this report has been signed on November 26, 1997 below
by the following persons on behalf of the Company and in the capacities
and on the dates indicated.

By: /s/ John Swendrowski By: /s Jerold D. Kaminski
John Swendrowski Jerold D. Kaminski
Chairman of the Board, President, Chief Operating
Chief Executive Officer Officer and Director
and Director

By: /s/ John Pazurek By: /s/ John C. Seramur
John Pazurek John C. Seramur
Vice President-Finance, Treasurer, Director
Chief Accounting Officer and
Chief Financial Officer

By: /s/ Jeffrey J. Jones By: /s/ LeRoy J. Miles
Jeffrey J. Jones LeRoy J. Miles
Director Director

By: /s/ Patrick F. Brennan By: /s/ Robert E. Hawk
Patrick F. Brennan Robert E. Hawk
Director Executive Vice President and
Director

By: /s/ Pat Richter
Pat Richter
Director

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION

3.1 Articles of Incorporation, as amended, dated January 8,
1997. [Incorporated by reference to Exhibit 3.4 to the
Company's Form 10-K for the fiscal year ended August 31,
1996.]

3.2 Amendment to the By-Laws of the Company, dated October
21, 1997.

3.3 By-Laws of the Company, as amended and restated.

4.1 Secured Promissory Note, dated as of June 14, 1989,
issued by the Company to The Equitable Life Assurance
Society of the United States. [Incorporated by
reference to Exhibit 10.1 to the Company's Form 8-K
dated July 7, 1989.]

4.2 Mortgage and Security Agreement, dated as of June 14,
1989, from the Company to The Equitable Life Assurance
Society of the United States. [Incorporated by
reference to Exhibit 10.2 to the Company's Form 8-K
dated July 7, 1989.]

4.3 Mortgage and Security Agreement dated July 9, 1993,
between the Company and The Equitable Life Assurance
Society of the United States. [Incorporated by
reference to Exhibit 4.8 to the Company's Form 10-Q
dated November 12, 1993.]

4.4 Modification Agreement, dated as of July 9, 1993,
between the Company and The Equitable Life Assurance
Society of the United States. [Incorporated by
reference to Exhibit 4.9 to the Company's Form 10-Q
dated November 12, 1993.]

4.5 Amended and Restated Credit Agreement, dated October 3,
1997, between the Company and Harris Trust & Savings
Bank.

4.6 Revolving Credit Note, dated October 3, 1997, by the
Company in favor of Harris Trust & Savings Bank.

4.7 Term Credit Note One, dated June 6, 1995, between the
Company and Harris Trust & Savings Bank. [Incorporated
by reference to Exhibit 4.13 to the Company's Form 10-K
for the fiscal year ended March 31, 1995.]

4.8 Term Credit Note Two, dated June 6, 1995, between the
Company and Harris Trust & Savings Bank. [Incorporated
by reference to Exhibit 4.14 to the Company's Form 10-K
for the fiscal year ended March 31, 1995.]

4.9 Term Credit Note Three, dated June 6, 1995, between the
Company and Harris Trust & Savings Bank. [Incorporated
by reference to Exhibit 4.15 to the Company's Form 10-K
for the fiscal year ended March 31, 1995.]

4.10 Secured Promissory Note, dated July 9, 1993, between the
Company and The Equitable Life Assurance Society of the
United States. [Incorporated by reference to Exhibit
4.23 to the Company's Form 10-K for the fiscal year
ended March 31, 1995.]

4.11 Stock Pledge, dated July 9, 1993, between the Company
and The Equitable Life Assurance Society of the United
States. [Incorporated by reference to Exhibit 4.24 to
the Company's Form 10-K for the fiscal year ended March
31, 1995.]

Other than as set forth in Exhibits 4.1 through 4.11,
the Company has numerous instruments which define the
rights of holders of long-term debt. These instruments,
primarily security agreements and mortgages, were
entered into in connection with debt financing provided
by Harris Trust & Savings Bank, and are disclosed in the
Amended and Restated Credit Agreement filed as Exhibit
4.5 to this Form 10-K. The Company will furnish a copy
of any of such instruments to the Commission upon
request.

*10.1 1987 Stock Option Plan, dated June 2, 1987, as amended.
[Incorporated by reference to Exhibit 10.5 to the
Company's Form 10-K for the fiscal year ended December
31, 1987.]

*10.2 Forms of Stock Option Agreement, as amended, under 1987
Stock Option Plan. [Incorporated by reference to Exhibit
10.6 to the Company's Form 10-K for the fiscal year
ended December 31, 1987.]

*10.3 Form of Modification Agreement, dated as of April 16,
1996, between the Company and each of John A. Pazurek,
John B. Stauner, John Swendrowski, William J. Haddow and
Robert E. Hawk, modifying Stock Option Agreements
previously entered into between the parties.
[Incorporated by reference to Exhibit 10.3 to the
Company's Form 10- K for the fiscal year ended August
31, 1996.]

*10.4 1989 Stock Option Plan, as amended. [Incorporated by
reference to Exhibit 4.4 to the Company's Form S-8
Registration Statement (Reg. No. 33-32525).]

*10.5 Forms of Stock Option Agreements under the 1989 Stock
Option Plan, as amended. [Incorporated by reference to
Exhibits 4.5-4.8 to the Company's Form S-8 Registration
Statement (Reg. No. 33-32525).]

*10.6 1995 Stock Option Plan, as amended.

*10.7 Form of Stock Option Agreements under the 1995 Stock
Option Plan, as amended. [Incorporated by reference to
Exhibit 10.7 to the Company's Form 10-K for the fiscal
year ended August 31, 1996.]

10.8 Lease Agreement dated September 5, 1991 between The
Equitable Life Assurance Society of the United States
and the Company. [Incorporated by reference to Exhibit
10.13 to the Company's Form 10-K for the fiscal year
ended March 31, 1992.]

10.9 Agreement dated September 5, 1991 between the Company
and Cranberry Hills Partnership. [Incorporated by
reference to Exhibit 10.14 to the Company's Form 10-K
for the fiscal year ended March 31, 1992.]

10.10 Lease, dated March 31, 1994 between Nantucket
Conservation Foundation, Inc. and the Company.
[Incorporation by reference to Exhibit 10.11 to the
Company's Form 10-K for the fiscal year ended March 31,
1994.]

*10.11 Employment and Severance Agreement, dated as of June 2,
1997, between the Company and Jerold D. Kaminski.

*10.12 Key Executive Employment and Severance Agreement, dated
as of May 8, 1992, between the Company and John
Swendrowski. [Incorporated by reference to Exhibit
10.25 to the Company's Form 10-K for the fiscal year
ended March 31, 1992.]

*10.13 Northland Cranberries, Inc. 1997 Incentive Bonus Plan.

*10.14 Northland Cranberries, Inc. 1998 Incentive Bonus Plan.

13 Portions of the 1997 Annual Report to Shareholders
expressly incorporated by reference into this Form 10-K.

21 Subsidiary of the Company. [Incorporated by reference to
Exhibit 22 to the Company's Form 10-K for the fiscal
year ended March 31, 1992.]

23.1 Consent of Deloitte & Touche LLP.

27 Financial Data Schedule.

99 Definitive Proxy Statement for the Company's 1998 annual
meeting of shareholders scheduled to he held on January
7, 1998 (previously filed with the Commission under
Regulation 14A on November 25, 1997 and incorporated by
reference herein to extent indicated in this Form 10-K).

* This exhibit is a management contract or compensatory plan or
arrangement required to be filed as an exhibit to this Form 10-K pursuant
to Item 14(c) of Form 10-K.