SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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Filed by a Party other than the Registrant [ ]

Check the appropriate box:

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

                           Northland Cranberries, Inc.
                           ---------------------------
                (Name of Registrant as Specified in its Charter)

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

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                       [NORTHLAND CRANBERRIES, INC. LOGO]

                           NORTHLAND CRANBERRIES, INC.

                      800 First Avenue South, P.O. Box 8020
                     Wisconsin Rapids, Wisconsin 54495-8020

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

                  NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS
                           TO BE HELD JANUARY 5, 2000

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

TO OUR SHAREHOLDERS:

     We  would  like  to  invite  you to  attend  our  2000  annual  meeting  of
shareholders  on  Wednesday,  January  5,  2000 at 3:00  p.m.  at the  Northland
Conference  Center,  located  at  2321  West  Grand  Avenue,  Wisconsin  Rapids,
Wisconsin. As we describe in the accompanying proxy statement, we will be voting
on the election of seven  directors and on other business that may properly come
before the annual meeting.

     We have  enclosed a proxy card and our 1999 annual  report  along with this
proxy statement. Your vote is important, no matter how many shares you own. Even
if you plan to attend the annual  meeting,  please  complete,  date and sign the
proxy card and mail it as soon as you can in the envelope we have  provided.  If
you attend the annual meeting, you can revoke your proxy and vote your shares in
person if you would like.

     Thank you for your continued support.  We look forward to seeing you at the
annual meeting.

                                         NORTHLAND CRANBERRIES, INC.

                                         /s/ David J. Lukas

                                         David J. Lukas
                                         Senior Vice President-Administration,
                                         Secretary and Corporate Counsel
Wisconsin Rapids, Wisconsin
November 24, 1999



                           FREQUENTLY ASKED QUESTIONS

Q:   Why have I received this proxy     Q:   What constitutes a quorum?
     statement?
                                             A "quorum"  refers to the number of
     Our  Board  of  Directors  has          shares  that must be in  attendance
     sent you this proxy statement,          at a meeting  to  lawfully  conduct
     starting  around  November 24,          business.   A   majority   of   the
     1999,  to ask for your vote as          combined   votes  of  the  Class  A
     a  Northland   shareholder  on          shares and Class B shares  entitled
     certain matters to be voted on          to be cast will represent a quorum.
     at   the    upcoming    annual          As a result, shares representing at
     shareholders' meeting.                  least   10,805,414  votes  must  be
                                             present  at the  annual  meeting to
                                             constitute a quorum.

Q:   What am I voting on?               Q:   What  happens  if I  sign  and
                                             return  my  proxy  card but do
     You will  vote on  re-electing          not mark my vote?
     seven directors.  Our Board of
     Directors  is not aware of any          John  Swendrowski and John Pazurek,
     other  matter  which  will  be          as  proxies,  will vote your shares
     presented for your vote at the          to elect the Board's  nominees  for
     annual meeting.                         director.

Q:   Do I need to attend the annual     Q:   Who will count the votes?
     meeting in order to vote?
                                             Harris  Trust & Savings  Bank,  our
     No.  You can  vote  either  in          transfer agent and registrar,  will
     person by ballot at the annual          count   the   votes   and   act  as
     meeting or by  completing  and          inspector of elections.
     mailing  the  enclosed   proxy
     card.

Q:   Who is entitled to vote?           Q:   What   percentage  of   Northland's
                                             votes  do  directors  and  officers
     If you owned  shares as of the          own?
     close of  business on November
     19,  1999 (the  Record  Date),          Our directors and officers together
     you are entitled to vote.  You          own approximately 15.2% of our vote
     will be  entitled  to one vote          as of the Record  Date.  See page 6
     per  share  for each  share of          for more details.
     our  Class A Common  Stock you
     owned on the Record Date.

Q:   How many shares of Northland's     Q:   Who are the largest shareholders?
     stock are entitled to vote?
                                             The State of  Wisconsin  Investment
     As   of   the   Record   Date,          Board  owned   2,910,400   Class  A
     19,702,221  Class A shares and          shares,  or approximately  14.8% of
     636,202  Class B  shares  were          our    Class    A    shares     and
     entitled to vote at the annual          approximately  13.5% of our  voting
     meeting.  Since Class B shares          power,  as  of  January  16,  1999.
     are  entitled  to three  votes          Gilder,  Gagnon,  Howe & Co.  owned
     per    share,    there    were          3,058,780   Class  A   shares,   or
     21,610,827  votes  represented          approximately  15.5% of our Class A
     by shares  entitled to vote as          shares  and  14.2%  of  our  voting
     of the Record Date. All shares          power, as of April 12, 1999.
     vote together as one group.


                                        2


                              ELECTION OF DIRECTORS

Director Nominees

          At the annual  meeting,  you will elect seven directors to hold office
until our next annual meeting and until their successors are elected.  Our Board
of  Directors,  which we refer to herein as the  "Board,"  has  nominated  seven
people for election.  John Swendrowski and John Pazurek,  as proxies,  intend to
vote for the  election of all of the Board's  nominees.  They will also vote for
another  person  that the Board  may  recommend  in place of a  nominee  if that
nominee becomes unable to serve as a director before the annual meeting.  All of
the Board's nominees are currently serving as shareholder-elected Board members.

          Under  Wisconsin law,  shareholders  elect directors by a plurality of
the votes cast by shares which are entitled to vote in the election,  assuming a
quorum  is  present.  For this  purpose,  "plurality"  means  that the  nominees
receiving the largest  number of votes will be elected as directors.  Any shares
which do not vote, whether by abstention, broker non-vote or otherwise, will not
affect the election of directors.

          The Board's nominees to serve as our directors,  and certain important
information regarding each nominee, are as follows:

John Swendrowski

          John  Swendrowski,  51, is the  Chairman  of the Board and  originally
founded  Northland in 1987. He has been a director  since that time. He has also
served as our Chief  Executive  Officer  since our  inception in 1987.

Leroy J. Miles

          Leroy J. Miles, 64, retired as our Corporate  Secretary in August 1995
and as Executive Vice President at the end of 1994.  Before retiring,  Mr. Miles
held such  executive  positions  since  May  1987,  and has also been one of our
directors since that time.

Robert E. Hawk

          Robert  E.  Hawk,  44,  was  appointed   Group   President-Non-Branded
Divisions in August 1998. Before that, he served as our Executive Vice President
since October 1996; Vice President - Sales, Marketing and Special Projects since
January 1993; and Vice  President - Operations  since January 1989. Mr. Hawk has
been a director of Northland since 1989.

Patrick F. Brennan

          Patrick F. Brennan,  68, has been a Northland  director since 1989. He
retired as President and Chief Executive Officer of Consolidated Papers, Inc., a
Wisconsin Rapids,  Wisconsin  manufacturer of paper products, as of December 31,
1996,  a position he had held since  October  1993.  Before  that,  he served as
Consolidated's  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  is also a  director  of  Valassis  Communications  Inc.,  Livonia,
Michigan, a supplier of newspaper inserts.

Jeffrey J. Jones

          Jeffrey J. Jones,  46, is a partner in the law firm of Foley & Lardner
in Milwaukee,  Wisconsin.  Foley & Lardner has been Northland's  general outside
legal  counsel,  and Mr.  Jones has  served as one of our  directors,  since our
formation in 1987.

                                       3


Pat Richter

          Pat  Richter,  58, has been a director of  Northland  since 1997.  Mr.
Richter became the Director of Athletics at the University of  Wisconsin-Madison
in February 1990.  Before that, he served as Vice  President-Personnel  of Oscar
Mayer  Foods Co.  since  1988.  Mr.  Richter is also a director of the Green Bay
Packers,  Inc., Anchor Bancorp Wisconsin Inc., Madison,  Wisconsin,  a financial
institution,  and Outlook Group Corp.,  Neenah,  Wisconsin,  a printing company.

John C. Seramur

          John C.  Seramur,  57,  has  served  as Vice  Chairman  of  Associated
Banc-Corp  since October 1997. For over 31 years before that, Mr. Seramur served
as  President,  Chief  Executive  Officer and Chief  Operating  Officer of First
Financial Bank and its parent corporation, First Financial Corporation, a thrift
holding  company  that merged with  Associated  Banc-Corp in October  1997.  Mr.
Seramur is also a director of  Associated  Banc-Corp  and has been a director of
Northland since 1987.

Board Meetings and Committees

          The following table lists the Board  committees on which our directors
serve,  as well as how many  times the Board  and each  committee  met in fiscal
1999.

          Board Member            Board     Audit    Executive    Compensation
          ------------            -----     -----    ---------    ------------

          J. Swendrowski            x*                   x*

          L. Miles                  x                    x

          R. Hawk                   x                    x

          P. Brennan                x         x*                       x

          J. Seramur                x         x                        x*

          J. Jones                  x         x

          P. Richter                x         x                        x

Meetings Held in Fiscal 1999        5         1          0             3

*Chairman

          Executive  Committee.  The Executive  Committee  acts on behalf of the
Board  between  Board  meetings,  except  with  respect  to  matters  upon which
Wisconsin law does not allow a committee to act.

          Audit Committee. The Audit Committee's principal functions include:

          o    recommending a firm of independent public accountants to serve as
               our independent auditors for the next fiscal year;

          o    meeting with and reviewing reports of our independent accountants
               and auditors;

          o    overseeing our quarterly and annual financial  reporting process;
               and

          o    conducting a post-audit review of our annual financial  reporting
               and audit process.

          Compensation  and Stock Option  Committee.  The Compensation and Stock
Option Committee administers our stock option plans,  including granting options
to our key employees, and approves the compensation, bonuses and benefits of our
officers and key employees.

          We do not have a nominating  committee.  Our Board as a whole performs
the functions that such a committee would otherwise  perform.  If you would like
to propose director nominees for consideration at the annual meeting, you can do
so under our by-laws only by giving our Secretary  written notice of your intent
to make a nomination not less than 30 days before the annual  meeting.  You must
tell us in your notice,  among other things,  the nominee's  name,  biographical
data and qualifications.

                                       4


                    STOCK OWNERSHIP OF MANAGEMENT AND OTHERS

Stock Ownership

          We describe in the following table certain  information  regarding the
beneficial  ownership of Class A shares and Class B shares as of the Record Date
held by (i) each of our directors  and those of our  executive  officers who are
named   in   the   Summary    Compensation    Table   below   under   "Executive
Compensation--Summary  Compensation Information";  (ii) all of our directors and
executive  officers  as a group;  and (iii) each  person or entity  that we know
beneficially  owns more  than 5% of the  Class A shares  or Class B  shares.  We
believe  that all of the people  listed  below have sole  voting and  investment
power over the  listed  shares,  except as we have  indicated  otherwise  in the
footnotes.



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

                                          Directors and Executive Officers
                                                                                              
John Swendrowski(2)                                           386,008(3)           636,202(4)             10.5%
                                                                  (1.9%)             (100.0%)
Leroy J. Miles                                                107,135(5)           287,998(6)              4.5%
                                                              *                       (45.3%)
Michael A. Morello                                            143,986(7)           __                  *
                                                              *
Robert E. Hawk                                                431,060(8)           __                      2.0%
                                                                  (2.2%)
John A. Pazurek                                               125,534(9)
                                                              *
Scott R. Corriveau                                                   0             __                  *
                                                              *
Patrick F. Brennan                                            10,558(10)           __                  *
                                                              *
Jeffrey J. Jones                                              26,400(11)           __                  *
                                                              *
Pat Richter                                                    5,400(12)           __                  *
                                                              *
John C. Seramur                                               84,770(13)           __                  *
                                                              *
All directors and executive officers                           1,463,265              636,202             15.2%
  as a group (15 persons)(14)                                     (7.2%)             (100.0%)

                                             Other Five Percent Holders

State of Wisconsin Investment Board                            2,910,400           --                     13.5%
  ("SWIB")(15)                                                   (14.8%)

Gilder, Gagnon, Howe & Co. ("Gilder")(16)                      3,058,780           --                     14.2%
                                                                 (15.5%)


- --------------------------------
*Denotes less than 1%.


                                       5


(1)  Class B shares can be  converted  on a  share-for-share  basis into Class A
     shares  at any time.  As a result,  a holder of Class B shares is deemed to
     beneficially  own an equal  number of Class A shares.  However,  so that we
     don't  overstate  aggregate  beneficial  ownership,  the  Class A shares we
     listed do not  include  Class A shares  which the  holder  can  acquire  by
     converting  Class  B  shares  into  Class  A  shares.  Similarly,  when  we
     determined the percentages of outstanding  Class A shares that we listed in
     the table,  we did not include  Class A shares which the holder can acquire
     by converting Class B shares into Class A shares.
(2)  Mr.  Swendrowski's  address  is 800  First  Avenue  South,  P.O.  Box 8020,
     Wisconsin Rapids, Wisconsin 54495-8020.
(3)  The Class A shares listed  include (i) 53,275 shares which Mr.  Swendrowski
     owns  directly;  (ii) 19,000 shares owned by a charitable  foundation  with
     respect to which he shares voting and investment power; (iii) 14,733 shares
     which are owned by members of Mr.  Swendrowki's  family and with respect to
     which he shares voting and investment  power; and (iv) 279,000 shares which
     Mr. Swendrowski can acquire by exercising vested stock options.
(4)  The Class B shares listed include (i) 348,204 shares which Mr.  Swendrowski
     owns directly and (ii) 287,998  shares held by  Cranberries  Limited,  Inc.
     ("CLI"),  a corporation  which Messrs.  Swendrowski and Miles own and which
     Mr.  Swendrowski  controls,  with  respect  to which he shares  voting  and
     investment power.
(5)  The Class A shares  listed  include (i) 86,141  shares which Mr. Miles owns
     directly;  (ii) 18,000  shares  which Mr.  Miles can acquire by  exercising
     vested  stock  options;  and (iii) 2,994 shares held for the account of Mr.
     Miles' wife, with respect to which he shares voting and investment power.
(6)  The Class B shares  listed  include the 287,998  shares  which Mr. Miles is
     deemed to  beneficially  own as an officer and  shareholder of CLI and with
     respect to which he shares voting and  investment  power.  Those shares are
     also included  under the number of Class B shares which Mr.  Swendrowski is
     deemed to beneficially own. See note (4) above.
(7)  The  Class A shares  listed  include  2,000  shares  which are owned by Mr.
     Morello's  children  and  with  respect  to  which  he  shares  voting  and
     investment power.
(8)  The Class A shares  listed  include (i) 288,200  shares which Mr. Hawk owns
     directly;  (ii) 10,042  shares which Mr. Hawk's wife owns or which are held
     in his  wife's IRA  account,  with  respect  to which he shares  voting and
     investment  power;  (iii) 19,946  shares held in his IRA account;  and (iv)
     102,400  shares  which Mr.  Hawk can  acquire by  exercising  vested  stock
     options.
(9)  Includes  95,500 Class A shares which Mr. Pazurek can acquire by exercising
     vested stock options.
(10) Includes  4,912 Class A shares which Mr.  Brennan can acquire by exercising
     vested stock options.
(11) Includes  4,912 Class A shares  which Mr.  Jones can acquire by  exercising
     vested stock options.
(12) Includes  2,000 Class A shares which Mr.  Richter can acquire by exercising
     vested stock options.
(13) Includes  2,690 Class A shares which Mr.  Seramur can acquire by exercising
     vested stock  options and 82,080  shares held by the John C. Seramur  FLITE
     Trust with respect to which he shares voting and investment power.
(14) When we determined the aggregate beneficial ownership of Class A shares and
     Class B shares for all of our directors and executive  officers as a group,
     we counted  shares which are deemed to be  beneficially  owned by more than
     one person only once to avoid  overstatement.  The number of Class A shares
     listed (i) does not include  shares  owned by Mr.  Morello  since he was no
     longer an executive officer as of the Record Date and (ii) includes 650,214
     shares which certain of our executive officers and directors can acquire by
     exercising vested stock options.
(15) The  information  given is as of or about  January 16, 1999, as reported by
     SWIB in its Schedule 13G filed with the Securities and Exchange  Commission
     ("SEC"). SWIB's address is P.O. Box 7842, Madison, Wisconsin 53707.
(16) The  information  given is as of or about  April 12,  1999,  as reported by
     Gilder in its  Schedule  13G filed with the SEC.  Gilder's  address is 1775
     Broadway,  26th Floor,  New York, New York 10019.  Gilder does not have the
     power to vote  these  shares and shares  investment  power with  respect to
     these shares.

                                       6


                             EXECUTIVE COMPENSATION

Report on Executive Compensation

          Compensation   Philosophy.   As  the  Compensation  and  Stock  Option
Committee  of the  Board,  we  evaluate  and  approve  the  compensation  of our
executive officers. We intend our compensation policies and practices to:

          o    attract, motivate and retain qualified executive officers;

          o    provide a total compensation  package which is based on corporate
               and personal  performance  and which is  competitive in the fruit
               juice/beverage industry; and

          o    motivate our executive  officers to achieve  positive  results by
               giving  them the  chance to buy our stock in order to make  their
               interests more like our shareholders' interests.

          Compensation  Components.  Compensation  for  our  executive  officers
consists of:

          o    base salary;

          o    potential annual bonuses;

          o    potential annual stock option grants; and

          o    the opportunity to participate in our 401(k) plan.

          Base Salary. We establish each executive  officer's base salary at the
start of each fiscal year. We consider  several  factors in determining the base
salary of our executive officers, including:

          o    the  Chief  Executive  Officer's   recommendations  (except  with
               respect to his own base salary);

          o    our performance  during the most recent fiscal year, with special
               emphasis on our  revenues,  revenue  growth,  earnings per share,
               cost and expense levels and balance sheet strength;

          o    how our  performance  compares to our historical  results and our
               expectations for that fiscal year;

          o    whether and to what extent we reached our strategic goals for the
               fiscal year; and

          o    the individual achievements of our executive officers,  including
               contributions  to our  financial  results for the past year,  and
               relationships with other Northland personnel.

          For  fiscal 1999 we also considered:

          o    the  efforts of our  officers  in  successfully  integrating  the
               facilities,  systems and  products  that we acquired  from Seneca
               Foods  Corporation,  as well as the roll-out of additional Seneca
               brand products during the fiscal year;

          o    the  increase  in  our  revenues,   including  our  substantially
               increased  sales of private  label juice  products  and  contract
               packing services,  as well as increases in market  penetration of
               our branded products;

          o    our  increased  presence  in  the  industrial/ingredients  market
               through  increased sales and the acquisitions of Potomac Foods of
               Virginia, Inc. and assets formerly owned by Clermont, Inc.; and

          o    the  increase in our overall  size as a result of our fiscal 1999
               acquisitions    and   the    corresponding    increase   in   the
               responsibilities of our executive officers.

          We also examined industry data regarding  executive officers' salaries
at many of our competitors in the grocery juice aisle. This data showed that the
total  compensation  packages  that  we  offer  to our  executive  officers  are
generally less favorable than those of many of our  competitors.  As a result of
this review,  combined with the factors  discussed  above and our belief that we
must offer our executive officers compensation

                                       7


packages competitive within the industry in order to attract and retain the high
quality individuals  necessary to successfully manage our growth and realize our
long-term  goals,  we increased  our  executive  officers'  base  salaries by an
average of 13.3% for the upcoming  fiscal year, and increased the base salary of
our Chief  Executive  Officer by 5%.  Although we review  objective  performance
criteria,  we still  consider  certain  subjective  factors which aren't related
directly to our financial results in making these compensation decisions.

          Bonuses.  Our 1999  Incentive  Bonus  Plan  provides  incentive  bonus
opportunities  to our employees.  The Bonus Plan bases incentive cash bonuses on
achieving specified  objective and subjective goals,  including certain earnings
goals and various  departmental  and  individual  goals.  The Bonus Plan,  which
applies to all of our employees, provides the chance to receive a bonus of up to
a specified percentage of base salary which varies by the employee's position.

          In fiscal 1999,  Northland's  earnings  were below the goals we set at
the end of last year. However, we did attain our earnings projections as revised
early in the fiscal year. Additionally, our failure to meet our earlier earnings
projections  was caused in part by  strategic  revisions to our  marketing  plan
which were not reflective of employee performance.  As a result, we paid bonuses
under the corporate performance component of the Bonus Plan generally at a level
significantly  below the maximum  allowable  under the Bonus Plan.  We also paid
bonuses  for   individual   performance   in  connection   with  the  subjective
achievements described in the discussion of base salary above. Specifically,  in
deciding on the bonus paid to our Chief  Executive  Officer,  we considered  our
success in the integration of the Seneca operations, which increased our branded
product  offerings  and expanded  our  production  capabilities,  as well as his
leadership   in  connection   with  the   continued   expansion  of  sales  into
industrial/ingredients,  foodservice  and private label  markets,  including his
efforts in the past fiscal year in  retaining  qualified  personnel  to lead our
branded, private label and industrial-ingredients operations.

          Stock Options. We generally make regular annual stock option grants to
our executive officers under our stock option plans after the end of each fiscal
year. We base our option grants mainly on:

          o    each executive officer's relative position with Northland;

          o    the officer's  individual  initiatives and achievements and their
               impact on Northland's performance;

          o    many of the salary and bonus factors discussed above;

          o    the officer's historical level of option grants; and

          o    the size of option grants to other similar executives.

          Based on those  factors,  we decided to award  regular  annual  option
grants to purchase a total of 51,000 Class A shares to our executive officers in
fiscal 1999.

          Our stock  option  grants are  intended to motivate  key  employees to
achieve the best results for the company by giving them the chance to acquire or
increase  their  current stock  ownership in  Northland.  Since options are only
valuable if our stock price goes up, we believe  that stock  option  grants help
make the  financial  interests  of our  management  the same as yours.  We grant
options  with an exercise  price equal to the value of the Class A shares on the
date of  grant.  The  options  usually  expire  in 10 years  and  either  become
exercisable in increments of 20% on each of the first, second, third, fourth and
fifth  anniversaries  of the grant  date,  33% on each of the first,  second and
third  anniversaries  of the grant date, or, as has sometimes been the case with
grants to our senior executive officers, are exercisable immediately upon grant.

          We believe our stock option plans,  and the way in which we administer
them, comply with Internal Revenue Code Section 162(m).

          By the Compensation and Stock Option Committee:

                 John C. Seramur, Chairman
                 Patrick F. Brennan
                 Pat Richter

                                       8


Summary Compensation Information

          In the table below, we describe the  compensation we paid for the last
three  fiscal  years to our Chief  Executive  Officer  and  certain of our other
executive  officers  whose salary and bonuses were more than  $100,000 in fiscal
1999.  We  sometimes  refer to the  people  in the  table  below  as our  "named
executive officers."


                                               Summary Compensation Table


                                                 Annual               Stock
           Name and             Fiscal        Compensation         Option Grants    Other Annual         All Other
     Principal Positions         Year     Salary       Bonus         (shares)       Compensation(1)    Compensation(2)
 ---------------------------     ----     ------       -----          ------        --------------     --------------
                                                                                     
John Swendrowski                 1999    $400,000    $115,000         15,000           $       0       $   4,999(3)
  Chairman of the Board          1998    $350,000    $ 40,000         40,000           $       0       $   4,917
  and Chief Executive            1997    $330,000    $      0              0           $ 224,127       $   4,552
  Officer

Robert E. Hawk                   1999    $170,000    $ 35,000          2,000           $  59,080       $   4,999
  Group President-               1998    $140,000    $ 20,000         10,000           $       0       $   4,913
  Non-Branded Divisions          1997    $140,000    $      0              0           $       0       $   3,160

Michael A. Morello               1999    $190,000    $      0              0           $       0       $   5,979
  President, Minot(4)            1998         ---         ---            ---                 ---             ---
                                 1997         ---         ---            ---                 ---             ---

Scott R. Corriveau               1999    $144,000    $ 30,000         10,000           $       0       $   4,999
  President, Branded             1998         ---         ---            ---                 ---             ---
  Division(5)                    1997         ---         ---            ---                 ---             ---

John A. Pazurek                  1999    $140,000    $ 25,000          7,500           $       0       $   3,199
  Vice President-Finance,        1998    $130,000    $ 20,000         20,000           $       0       $   2,600
  Treasurer and Chief            1997    $115,000    $      0              0           $  29,539       $   3,156
  Financial Officer

- ----------------------------
(1)       Mr. Swendrowski, Mr. Pazurek and Mr. Hawk received these amounts to reimburse them in part for taxes
          they paid after exercising stock options.
(2)       Includes matching contributions we made under our 401(k) plan to each person.
(3)       We paid $48,555,  $49,066 and $49,327 of premiums on a split-dollar  insurance policy on the life of
          Mr.  Swendrowski in fiscal 1999,  1998 and 1997,  respectively.  We did not include this data in the
          table  because  when the  policy  is  surrendered  to us or when Mr.  Swendrowski  dies,  we will be
          reimbursed for these premium payments.
(4)       Mr. Morello began his employment  with us on July 1, 1998.
(5)       Mr. Corriveau began his employment with us on December 7, 1998.



                                       9


Stock Options

          We have three stock option plans  currently in place:  the 1987,  1989
and 1995 Stock Option  Plans.  We are still  granting  options to our  employees
under the 1989 and 1995 Plans. There are no shares remaining available under the
1987 Plan and only a few shares  remaining  available  under the 1989 Plan.  The
following table lists the option grants under the 1995 Plan which we made during
fiscal 1999, as well as certain other information relating to those grants.


                                                     Fiscal 1999 Option Grants

                                                                                            Potential Realizable Value
                                 Shares        Percentage of                                At Assumed Annual Rates of
                               Underlying      Total Options      Exercise                   Stock Price Appreciation
                                Options       Granted to all     Price (per   Expiration        For Option Term(4)
         Name                  Granted(1)        Employees       share)(3)       Date           5%               10%
- ----------------------         ----------     --------------    -----------   ----------  -------------------------------
                                                                                          
John Swendrowski                 15,000             14.4%       $   10.125      9/24/08    $     95,513     $    242,050

Robert E. Hawk                    2,000              1.9%       $   10.125      9/24/08    $     12,735     $     32,273

Michael A. Morello                    0               --                --           --              --               --

Scott R. Corriveau               10,000              9.6%       $    9.625      1/06/09    $     60,531     $    153,397

John A. Pazurek                   7,500              7.2%       $   10.125      9/24/08    $     47,757     $    121,025

All Optionees                   104,500(2)         100.0%       $       (2)          (2)   $    646,307     $  1,637,869

All Shareholders(5)                 N/A              N/A               N/A          N/A    $125,013,447     $316,808,619

- ---------------------
(1)       These options are nonqualified stock options under the Internal Revenue Code.
(2)       The Compensation and Stock Option Committee,  which we refer to as the "Committee,"  granted 74,500 options on
          September  24, 1998 with an exercise  price of $10.125 and an  expiration  date of  September  24,  2008.  The
          Committee  granted 5,000 options on November 2, 1998 with an exercise price of $11.125 and an expiration  date
          of November 2, 2008. The Committee  granted 14,000 options on January 6, 1999 with an exercise price of $9.625
          and an  expiration  date of January 6, 2009.  The  Committee  granted 1,000 options on January 6, 1999 with an
          exercise price of $10.125 and an expiration  date of January 6, 2009.  The Committee  granted 3,000 options on
          April 22,  1999 with an exercise  price of $6.875 and an  expiration  date of April 22,  2009.  The  Committee
          granted  3,000  options on July 14, 1999 with an exercise  price of $8.50 and an  expiration  date of July 14,
          2009.  The  Committee  granted  4,000  options on August 31,  1999 with an  exercise  price of $6.6875  and an
          expiration date of August 31, 2009.
(3)       A holder can pay the exercise price of options in cash, by delivering  previously  issued Class A shares, or a
          combination of both.
(4)       These values  represent the difference  between the exercise price of the options and the value of the Class A
          shares on the date that the options will be exercised,  assuming certain rates of appreciation in the value of
          Class A shares and assuming the options will be exercised on their  respective  expiration  dates. We have not
          taken into account taxes or other  payments  which the holders of options may have to pay upon  exercise.  The
          actual  values of the  options  will  depend on the  value of the Class A shares on the date the  options  are
          exercised.  The 5% and 10% rates we used in these calculations are not our estimates of our future performance
          or the future price of Class A shares.  Rather, we are required to use these rates by the rules of the SEC. We
          cannot guarantee that these rates of appreciation will actually be achieved.
(5)       These values  represent the gain to all  shareholders as a group,  calculated in the same way as we calculated
          the values  referred  to in  footnote  (4) to the  table.  Again,  we cannot  guarantee  that  these  rates of
          appreciation will actually be achieved.


                                       10


          We  have  set  forth  below  certain  information  about  the  options
exercised  in fiscal  1999 by our  named  executive  officers  and by all of our
option  holders,  as well as the number and value of  unexercised  stock options
held by our named  executive  officers and by all other option holders as of the
end of fiscal 1999.


                                Option Exercises in Fiscal 1999 and Fiscal 1999 Year-End Value Table

                                                                 Number of Shares               Value of Unexercised
                           Number of                            Underlying Options              In-the-Money Options
                            Shares                           at End of Fiscal 1999(2)          at End of Fiscal 1999(3)
                            Acquired         Value
      Name               Upon Exercise     Realized(1)     Exercisable    Unexercisable     Exercisable     Unexercisable
      ----               -------------     -----------     -----------    -------------     -----------     -------------
                                                                                           
John Swendrowski                   --             --          299,000              --       $  251,600               --

Robert E. Hawk                 40,000      $ 175,162          112,400           1,600       $  112,400       $        0

Michael A. Morello                 --             --               --              --               --               --

Scott R. Corriveau                 --             --               --          10,000               --       $        0

John A. Pazurek                 4,000      $  19,500           99,500              --       $   68,860               --

All Optionees                  91,350      $ 683,736          857,350         148,160       $  673,418       $      130

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

(1)       This reflects the dollar value  difference  between the closing sale price of the Class A shares on The Nasdaq
          Stock Market on the date of exercise,  less the stock  option's  exercise  price,  multiplied by the number of
          Class A shares acquired upon exercise.
(2)       These options are  nonqualified  stock options  under the Internal  Revenue Code.  Each option has an exercise
          price equal to the fair market value (last bid price) of the Class A shares on the date of grant.
(3)       We calculated  these dollar values by determining  the difference  between the value of the Class A shares and
          the various exercise prices of the named executive  officers'  outstanding  options at the end of fiscal 1999.
          The last reported sale price of the Class A shares on The Nasdaq Stock Market on August 31, 1999 was $6.72 per
          share.


Director Compensation

          Directors  of  Northland  who  are  also  our  employees   receive  no
additional compensation for serving on the Board. We compensate our non-employee
directors for their service on the Board by providing:

          o    an annual retainer fee of $15,000;

          o    $500 for each  Board  and  committee  meeting  attended,  plus an
               additional $250 for each committee chairman per committee meeting
               attended;

          o    reimbursement  for  directors'  transportation,  lodging and meal
               expenses incurred in attending meetings; and

          o    annual  automatic  grants  of stock  options  under the 1995 Plan
               which

               -    are exercisable for 1,000 Class A shares;

               -    occur  automatically  (i) upon a director's  appointment  or
                    election to the Board and (ii) on each August 31;

               -    are  granted at an  exercise  price equal to the fair market
                    value of the Class A shares on the date of grant;

               -    have a term of ten years; and

               -    vest in full either one year after the date they are granted
                    or immediately upon the happening of certain events.


                                       11


Employment and Severance Agreements

          We  have  entered  into  separate   severance   agreements  with  John
Swendrowski  and Scott  Corriveau  which  provide  that,  following a "change in
control" of the company (as defined in the severance agreements), we will employ
Mr.  Swendrowski  and Mr.  Corriveau for three years in the same  positions,  to
perform  similar  duties,  and at the same locations as was the case just before
the change of control.  During the employment  period,  Mr.  Swendrowski and Mr.
Corriveau  will be entitled to receive  salaries  based upon their  compensation
rates in effect at the date of change of  control,  and will also be entitled to
be  included  in our  benefit  plans.  If during  the  employment  period (i) we
terminate  Mr.  Swendrowski's  or Mr.  Corriveau's  employment,  other  than for
"cause"  (as  defined in the  severance  agreements)  or either of them  becomes
disabled,  or  (ii)  we  change  Mr.  Swendrowski's  or Mr.  Corriveau's  duties
substantially  without  their  respective  written  consent  and they  terminate
employment  as a result,  then  they  would be  entitled  to  receive  severance
payments  equal to three times their  average base salary over the five previous
years, plus the other benefits due under the severance agreements.

          We have also entered into an agreement with Mr. Corriveau  pursuant to
which we will pay him $200,000 per year, subject to upward adjustment,  to serve
as our President,  Branded  Division.  The agreement  entitles Mr.  Corriveau to
participate  in  benefit  plans  applicable  to our  executive  officers.  If we
terminate Mr. Corriveau's  employment prior to a change in control without "just
cause" (as  defined  below),  he would be entitled to a lump sum payment in cash
within five days of the date of his  termination  equal to his annual  salary at
the time of termination divided by two (but in no event less than $100,000). For
purposes of the agreement,  "just cause" generally  includes Mr. Corriveau's (i)
engaging in conduct which injures us financially or injures our reputation, (ii)
violating certain of our policies, (iii) conviction of a felony, or (iv) refusal
to perform his duties.

          We have also  entered  into an  employment  agreement  with Michael A.
Morello.  The agreement provides that Mr. Morello will serve as the President of
our Minot division until June 30, 2001.  During his employment,  we will pay Mr.
Morello an annual salary of $190,000, subject to upward adjustment by our Board.
Mr.  Morello  will  also  receive  certain  benefits,  including  the  right  to
participate in our incentive,  savings and retirement plans (including our stock
option  plans) as well as our  welfare  plans such as  medical,  dental and life
insurance.  Pursuant to the agreement, we can terminate Mr. Morello's employment
with or without "Cause." The term "Cause"  generally means Mr. Morello's willful
failure to perform his duties or illegal or gross  misconduct.  If we  terminate
his  employment  with  Cause,  then he would be  entitled  to receive his annual
salary through the date of termination.  If we terminate his employment  without
Cause,  then he would be entitled to receive his annual salary  through the date
of termination,  a lump sum payment equal to his annual salary multiplied by the
number of years remaining in the term of his employment under the agreement, and
certain additional benefits.  Also, Mr. Morello can terminate his employment for
any reason.  If he terminates his employment  because we decide to terminate the
business Minot conducts,  or because we have materially  breached the employment
agreement,  then he would be entitled to receive the same payments from us as he
would have if we terminated him without Cause.


                                       12


                          STOCK PERFORMANCE INFORMATION

          The line graph below  compares the  percentage  change during the last
five  fiscal  years in the total  return  on our  Class A shares  with the total
return of companies  in the Nasdaq  Total  Return Index and  companies in a peer
group we selected  (including American Italian Pasta Co., Beringer Wine Estates,
Celestial  Seasonings,  J.M.  Smucker  Company,  Robert  Mondavi  Corp.,  Triarc
Companies,  Chalone Wine Group,  LTD,  Orange Co., Inc.,  Seneca Foods Corp. and
Todhunter International, Inc.)

                Comparison of Five-Year Total Shareholder Returns
                        (on a dividend reinvested basis)

                               [GRAPHIC OMITTED]


                           08/31/94 08/31/95 08/31/96 08/31/97 08/31/98 08/31/99
Northland Cranberries, Inc.   $100     78      195      188      108       76
Nasdaq Total Return Index     $100    135      152      212      201      371
Peer Group Index              $100    100       92      140      120      146


                                  OTHER MATTERS

Section 16(a) Beneficial Ownership Reporting Compliance

          Section 16(a) of the Securities  Exchange Act of 1934 requires certain
of our executive officers,  directors and persons who beneficially own more than
10% of our common  stock to file  reports of changes in  ownership of our common
stock with the SEC.  Those people are required by SEC  regulations to furnish us
with copies of all Section 16(a) forms which they file. To our knowledge, all of
those people complied with all Section 16(a) filing requirements in fiscal 1999,
except  Peter  Mueller,  Ricke A.  Kress  and  Robert  M.  Wilson,  officers  of
Northland,  did not timely file their Form 3 indicating their initial beneficial
ownership of our stock;


                                       13


Robert M.  Wilson did not timely file one Form 4 with  respect one  transaction;
and John C. Seramur,  one of our directors,  did not timely file one Form 4 with
respect to one transaction.

Certain Transactions

          On April 22,  1999,  we  purchased  all of the issued and  outstanding
capital stock of Potomac Foods of Virginia,  Inc.  Robert M. Wilson,  one of our
executive  officers,  beneficially owned all of the stock we purchased.  We paid
the Potomac shareholders $400,000 in cash and issued 90,000 unregistered Class A
shares.  Our  management  determined  the  purchase  price  through  arms-length
negotiations.

          John Swendrowski is a general partner in Cranberry Hills  Partnership,
a  Wisconsin  general  partnership.  In fiscal  1999,  we accrued  approximately
$95,000 in payment  obligations to Cranberry Hills in consideration  for certain
lease rights and a right of first  refusal we had assigned to us. We believe the
terms of those  transactions  are no less  favorable than we could have obtained
from an unaffiliated third party.

Northland's Independent Auditors

          The  Board  has  reappointed  Deloitte  &  Touche  LLP to serve as our
independent auditors for fiscal 2000. We expect that representatives of Deloitte
& Touche  LLP will be at the  annual  meeting  and will  have a chance to make a
statement if they would like to do so. They will also be available to respond to
your questions.

Miscellaneous

          We will bear the cost of  soliciting  proxies.  We  expect to  solicit
proxies  mainly  by  mail.  Some  of our  employees  may  also  solicit  proxies
personally and by telephone.  We do not anticipate that we will retain anyone to
solicit proxies or that we will pay compensation to anyone for that purpose.  We
will,  however,  reimburse  brokers  and other  nominees  for  their  reasonable
expenses in communicating with the persons for whom they hold Class A shares.

          If you wish to include a proposal in our proxy  statement for the 2001
annual meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934,
you should forward the proposal to our Secretary by July 28, 2000. If you submit
a proposal other than pursuant to Rule 14a-8 less than 30 days in advance of the
2001 annual meeting, your proposal will be considered untimely under our by-laws
and we will not be required to present your proposal at the 2001 annual meeting.
If the Board  chooses to present your  proposal  despite its  untimeliness,  the
people named in the proxies  solicited by the Board for the 2001 annual  meeting
will have the right to exercise  discretionary voting power with respect to your
proposal.

          If you would like to receive a copy of our fiscal 1999  annual  report
on Form 10-K  (without  exhibits),  please  write to our  Secretary at 800 First
Avenue South, P.O. Box 8020, Wisconsin Rapids, Wisconsin 54495-8020, and we will
provide you with a copy free of charge.

                                      NORTHLAND CRANBERRIES, INC.

                                      /s/ David J. Lukas

                                      David J. Lukas
                                      Senior Vice President-Administration,
                                      Secretary and Corporate Counsel


Wisconsin Rapids, Wisconsin
November 24, 1999


                                       14


PROXY FOR CLASS A                                              PROXY FOR CLASS A
COMMON STOCK                                                        COMMON STOCK


                           NORTHLAND CRANBERRIES, INC.

                ANNUAL MEETING OF SHAREHOLDERS - JANUARY 5, 2000

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

          I  hereby  appoint  either  or both of John  Swendrowski  and  John A.
Pazurek as my proxy,  and hereby  authorize  either or both of them to represent
and to vote, as I have indicated below, all my shares of Class A Common Stock of
Northland Cranberries, Inc., which I held of record on November 19, 1999, at the
annual meeting of  shareholders  scheduled to be held on January 5, 2000, and at
any adjournment  thereof. I also authorize either or both of them to appoint his
substitute.

          I further acknowledge receipt of the Notice of the Annual Meeting, the
Proxy Statement and the 1999 Annual Report to Shareholders,  and I hereby revoke
any other proxy I may have executed  previously  for the 2000 annual  meeting of
shareholders.

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

Please do not fold                 (Continued and to be signed on reverse side.)

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




                           NORTHLAND CRANBERRIES, INC.
   PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY [XX]

1.Election of Directors -       FOR WITHHOLD FOR ALL (Except Nominee(s) written
  Nominees: Patrick F. Brennan, ALL   ALL              below)
  Robert E. Hawk, Jeffrey J.
  Jones, Leroy J. Miles,        |_|   |_|     |_|    --------------------------
  Pat Richter, John C. Seramur
  and John Swendrowski

                                        When properly executed,  this proxy will
                                        be voted as you have directed herein. If
                                        no direction is made, this proxy will be
                                        voted  FOR the seven  director  nominees
                                        indicated  above.  It will also be voted
                                        in accordance  with the best judgment of
                                        the  proxies  named  herein on any other
                                        business  that may properly  come before
                                        the meeting.

                                                  Dated:_________, ____

2.In   their   discretion,  upon
  such  other  business  as  may        Signature(s)____________________________
  properly   come   before   the
  meeting and at any adjournment
  thereof Signature(s)                  ________________________________________
                                        PLEASE SIGN EXACTLY AS YOUR NAME APPEARS
                                        ON THIS PROXY CARD. 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
                                        you are a  corporation,  please  sign in
                                        full  corporate name by the president or
                                        other authorized officers.  If you are a
                                        partnership,  please sign in partnership
                                        name by an authorized person.

- --------------------------------------------------------------------------------
                            ^ FOLD AND DETACH HERE ^

                             YOUR VOTE IS IMPORTANT!

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