SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K


                             CURRENT REPORT PURSUANT
                              TO SECTION 13 OF THE
                         SECURITIES EXCHANGE ACT OF 1934


         Date of report (Date of earliest event reported) July 26, 1999

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

                                VACU-DRY COMPANY
-----------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                   California
-----------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)


        01912                                           94-1069729
  -----------------                               -----------------------
(Commission File Number)                  (I.R.S. Employer Identification No.)

       100 Stony Point Road, Suite 200, Santa Rosa, California     95401
-------------------------------------------------------------------------
      (Address of Principal Executive Offices)                  (Zip Code)

                                 (707) 535-4000
-------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


                                 Not Applicable
-------------------------------------------------------------------------
           (Former Name or Former Address, if Changed Since Last Report)


<PAGE>


Item 2:   Acquisition or Disposition of Assets

         As previously  reported,  on June 21, 1999,  Registrant entered into an
agreement  with  Tree  Top,  Inc.   pursuant  to  which  Registrant  would  sell
substantially all of the assets relating to its product lines of processed apple
products  and  products  containing  processed  apple  products.  The  agreement
required the approval of the Registrant's shareholders.

         On July 26, 1999, a majority of Registrant's  shareholders approved the
sale, and the parties closed the sale transaction. The assets to be sold include
specified equipment, related trade secrets and information,  certain trademarks,
and goodwill  related to those product lines for a purchase price of $12 million
in cash,  plus  inventory  remaining  unsold as of September  30, 1999, up to an
additional  $2.75 million  dollars.  Assets not being sold include certain other
processed apple product lines,  the Company's  vacuum-dried  apple product line,
its food storage business,  and its Made In Nature line of organic natural foods
and chilled juices.

Item 7:  Financial Statements and Exhibits

(b)      Pro Forma Financial Information


                         PRO FORMA FINANCIAL INFORMATION


Pro Forma Condensed Consolidated Balance Sheet

         The following unaudited pro forma condensed  consolidated balance sheet
at March 31,  1999,  has been  prepared  to  reflect  the  proposed  Sale of the
Company's  apple  product  lines  based  on the  assumption  that  the  sale was
consummated at that date.  The pro forma  condensed  consolidated  balance sheet
should  be  read  in  conjunction  with  the  Company's  consolidated  financial
statements  and notes thereto  included in the Company's  1998 Annual Report and
the  condensed  consolidated  financial  statements  of the Company for the nine
months  ended  March 31,  1999 and 1998  included  in the  Company's  March 1999
Quarterly Report.

<TABLE>

<CAPTION>
                                            Actual          Pro Forma           Pro forma
                                                          adjustments(1)
                                                   In thousands, except per share amounts)
<S>                                      <C>                   <C>                 <C>

Cash..................................       $172                    -                 $172
Accounts Receivable...................      3,478                    -                3,478
Other Receivables.....................        816                    -                  816
Income tax receivable.................          -                    -                    -
Inventories...........................     14,892                    -               14,892
Prepaid Expenses......................         74                    -                   74
Current deferred taxes................        360                    -                  360
                                         ----------------------------------------------------
    Total current assets..............    $19,792                    -              $19,792
                                         ----------------------------------------------------

Property, Plant & Equipment...........      6,663               (1,465)               5,198
                                                                                          -
Goodwill, net of amortization.........      2,682                    -                2,682
                                         ----------------------------------------------------

    Total Assets......................    $29,137              ($1,465)             $27,672
                                         ----------------------------------------------------


Current maturities of long term debt..        438                 (438)                   -
Accounts payable......................      5,938                    -                5,938
Accrued payroll & related liabilities.      1,021                    -                1,021
Accrued Expenses......................        395                    -                  395
Income tax payable....................        452                    -                  452
     Total current liabilities........     $8,244                ($438)              $7,806
                                                                     -
Borrowings under line of credit.......      5,000               (2,654)               2,346
Long term debt-net of current maturities    3,914               (3,914)                   -
Deferred Income taxes.................        865                    -                  865
Minority interest.....................        329                    -                  329

Capital Stock.........................      2,876                    -                2,876
Warrants for common stock.............        456                                       456
                                                                     -
Retained Earnings.....................      7,453                5,541               12,994
                                         -----------------------------------------------------
     Total shareholders' equity.......    $10,785               $5,541               16,326
                                         -----------------------------------------------------

Total liabilities and shareholders'       $29,137              ($1,465)             $27,672
equity................................

Book value per common share outstanding        $7.11                                    $10.76

Shares outstanding....................  1,517,503                                 1,517,503

</TABLE>

(1)  To give effect to the  proposed  sale as of March 31, 1999,  including  the
     elimination  of  equipment  to be sold to the buyer and the  planned use of
     cash  proceeds  from the sale.  The pro forma gain  applicable to the above
     proposed sale is as follows:

        Proceeds from the sale.................            $12,000,000

        Equipment sold.........................             (1,465,000) (2)

        Income tax payable by Company..........             (3,694,000)

        Estimated Expenses related to the
             sale..............................             (1,300,000) (3)

        Pro forma gain.........................             $5,541,000 (4)

(2)      Included  in  the  equipment  sold  is  approximately   $965,000  which
         represents an excess of book value of the  Transferred  Assets over the
         agreed upon purchase price of $500,000.

(3)      Includes approximately $880,000 in severance payments to both unionized
         and  non-unionized  employees,  and  $420,000 in  professional  fees in
         connection with the Transaction.

(4)      The pro forma  gain does not take into  account  interest  which may be
         earned  on  the  Transaction  proceeds  from  investing  in  short-term
         interest bearing instruments pending further use of the proceeds.

Pro Forma Condensed Consolidated Statements Of Operations

         The following unaudited pro forma condensed consolidated  statements of
operations  for the year ended June 30, 1998 and for the nine months ended March
31, 1999,  have been  prepared to reflect the proposed Sale of the apple product
lines of the Company and assuming that such sale took place on July 1, 1998. The
statements  should  be read  in  conjunction  with  the  consolidated  financial
statements  and notes thereto  included in the  Company's  Annual Report on Form
10-K for the period  ending June 30,  1998 (the "1998  Annual  Report")  and the
condensed  consolidated  financial statements for the six months ended March 31,
1999 and 1998 in the  Company's  Quarterly  Report on Form 10-Q for the  quarter
ending  March 31,  1999  (the  "March  1999  Quarterly  Report").  The pro forma
condensed  consolidated  statements of operations are not necessarily indicative
of the results of  operations  of the Company as they may be in the future or as
they might have been had the Sale been effective July 1, 1998.


<PAGE>


<TABLE>
<CAPTION>

                            Year Ended June 30, 1998


                                           Actual        Pro Forma Adjustments           Pro Forma
                                                     (In thousands, exept per share amounts)
<S>                                        <C>                    <C>                         <C>

                                                                  (a)
Net Sales...........................        $26,094                 ($21,181)                  $4,913
Other Income........................            586                        -                      586

Cost of sales.......................         21,565                  (17,241)                   4,324

Selling, general and administrative           3,384                   (2,078)                   1,306
expenses............................

Interest expense....................            310                                               310
                                                ----                                              ---

Income (loss) from continuing                $1,421                  ($1,862)                   ($441)
operations..........................

Income (loss) from continuing operations per common share
      Basic.........................            $0.90                                             ($0.28)
      Diluted.......................            $0.89                                             ($0.28)
Weighted average shares
      Basic.........................     1,581,014                                          1,581,014
      Diluted.......................     1,600,327                                          1,581,014

</TABLE>

<TABLE>
<CAPTION>

Nine Months Ended March 31, 1999

                                             Actual    Pro Forma Adjustments                Pro Forma
                                       (In thousands, exept per share amounts)

<S>                                      <C>                        <C>                   <C>

Net Sales...........................        $29,929                 ($14,886)                 $15,043
Other Income........................            523                        -                      523

Cost of sales.......................         23,315                  (12,593)                  10,722

Selling, general and administrative           4,859                   (1,852)                   3,007
expenses............................

Interest expense....................            375                                               375
                                                ----                                              ---

Income (loss) from continuing                $1,903                    ($441)                  $1,462
operations..........................

Income (loss) from continuing operations per common share
      Basic.........................             $1.26                                             $0.97
      Diluted.......................             $1.23                                             $0.94
Weighted average shares
      Basic.........................      1,513,411                                         1,513,411
      Diluted.......................      1,547,902                                         1,547,902
</TABLE>


(a) To eliminate the operations of the apple product lines



(c) Exhibits

Exhibit   Description

2*        Asset Purchase Agreement dated June 21, 1999 between Vacu-dry Company
          and Tree Top, Inc.

99        Press  Release  issued  July 28, 1999  concerning  the sale of
          Vacu-dry Company's apple-based  industrial ingredients product
          line to Tree Top, Inc.

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

*         Incorporated  by  reference  to  Annex  A to the  Registrant's
          Consent  Statement on Schedule  14A filed with the  Securities
          and Exchange Commission on July 14, 1999.

<PAGE>

                                   SIGNATURES

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


                                     VACU-DRY COMPANY


Date: August 5, 1999                 By: /s/ Gary L. Hess
                                     ----------------
                                          Gary L. Hess
                                     Its:  President & Chief Executive Officer


<PAGE>


                                   EXHIBIT 99

                                  PRESS RELEASE

Contact: Gary L. Hess, President      -    707/535-4000
         Bill Burgess, Vice President -    707/535-4000


SANTA ROSA, CALIFORNIA                      VACU-DRY COMPANY

(NASDAQ:  VDRY) announced today that it has successfully  closed the sale of its
apple-based  industrial  ingredients  product  line to Tree Top,  Inc. of Selah,
Washington.  The  purchase  price  received by the Company for the  divestiture,
which  excluded  inventory,  real  estate  and  most  of  the  apple  processing
equipment,  was $12 million in cash.  Shareholder  approval was received on July
26th.

The  Tree Top sale is an  important  element  in  Vacu-dry's  strategic  plan to
transform itself from an industrial  ingredients supplier to a major participant
in the retail natural foods industry.  It builds upon last year's acquisition of
Made In Nature, a leading brand of organic fruit and vegetable products.

Gary Hess, CEO of Vacu-dry,  stated that "The Tree Top and related  transactions
are significant  initiatives  designed to increase  shareholder value by exiting
seasonal businesses with low returns and high capital requirements.  We now have
significant resources available to support the repositioning of our company as a
participant in the value-added,  branded natural foods industry."  Vacu-dry also
intends  to  develop  and lease out the  current  approximately  70-acre  Sonoma
County,  California  production  facility  to  provide  an  additional  and more
predictable income stream.

As part of the Tree Top transaction, the Company sold the Vacu-dry trademark. It
expects  shareholder  approval of a new company name and ticker  symbol prior to
December 31, 1999.
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{"company-data": {"conformed-name": "VACU DRY CO", "cik": "0000102588", "assigned-sic": "2030", "irs-number": "941069729", "state-of-incorporation": "CA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-01912", "film-number": "99678036"}, "business-address": {"street1": "100 STONY POINT ROAD", "street2": "SUITE 200", "city": "SANTA ROSA", "state": "CA", "zip": "95401", "phone": "7075344000"}, "mail-address": {"street1": "100 STONY POINT ROAD", "street2": "SUITE 200", "city": "SANTA ROSA", "state": "CA", "zip": "95401"}}
SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                              TO SECTION 13 OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         Date of report (Date of earliest event reported) July 26, 1999

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

                                VACU-DRY COMPANY
-----------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                   California
-----------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

        01912                                           94-1069729
  -----------------                               -----------------------
(Commission File Number)                  (I.R.S. Employer Identification No.)

       100 Stony Point Road, Suite 200, Santa Rosa, California     95401
-------------------------------------------------------------------------
      (Address of Principal Executive Offices)                  (Zip Code)

                                 (707) 535-4000
-------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

                                 Not Applicable
-------------------------------------------------------------------------
           (Former Name or Former Address, if Changed Since Last Report)
Item 2:   Acquisition or Disposition of Assets

         As previously  reported,  on June 21, 1999,  Registrant entered into an
agreement  with  Tree  Top,  Inc.   pursuant  to  which  Registrant  would  sell
substantially all of the assets relating to its product lines of processed apple
products  and  products  containing  processed  apple  products.  The  agreement
required the approval of the Registrant's shareholders.

         On July 26, 1999, a majority of Registrant's  shareholders approved the
sale, and the parties closed the sale transaction. The assets to be sold include
specified equipment, related trade secrets and information,  certain trademarks,
and goodwill  related to those product lines for a purchase price of $12 million
in cash,  plus  inventory  remaining  unsold as of September  30, 1999, up to an
additional  $2.75 million  dollars.  Assets not being sold include certain other
processed apple product lines,  the Company's  vacuum-dried  apple product line,
its food storage business,  and its Made In Nature line of organic natural foods
and chilled juices.

Item 7:  Financial Statements and Exhibits

(b)      Pro Forma Financial Information

                         PRO FORMA FINANCIAL INFORMATION

Pro Forma Condensed Consolidated Balance Sheet

         The following unaudited pro forma condensed  consolidated balance sheet
at March 31,  1999,  has been  prepared  to  reflect  the  proposed  Sale of the
Company's  apple  product  lines  based  on the  assumption  that  the  sale was
consummated at that date.  The pro forma  condensed  consolidated  balance sheet
should  be  read  in  conjunction  with  the  Company's  consolidated  financial
statements  and notes thereto  included in the Company's  1998 Annual Report and
the  condensed  consolidated  financial  statements  of the Company for the nine
months  ended  March 31,  1999 and 1998  included  in the  Company's  March 1999
Quarterly Report.
Actual          Pro Forma           Pro forma
                                                          adjustments(1)
                                                   In thousands, except per share amounts)
Cash..................................       $172                    -                 $172
Accounts Receivable...................      3,478                    -                3,478
Other Receivables.....................        816                    -                  816
Income tax receivable.................          -                    -                    -
Inventories...........................     14,892                    -               14,892
Prepaid Expenses......................         74                    -                   74
Current deferred taxes................        360                    -                  360
                                         ----------------------------------------------------
    Total current assets..............    $19,792                    -              $19,792
                                         ----------------------------------------------------

Property, Plant & Equipment...........      6,663               (1,465)               5,198
                                                                                          -
Goodwill, net of amortization.........      2,682                    -                2,682
                                         ----------------------------------------------------

    Total Assets......................    $29,137              ($1,465)             $27,672
                                         ----------------------------------------------------

Current maturities of long term debt..        438                 (438)                   -
Accounts payable......................      5,938                    -                5,938
Accrued payroll & related liabilities.      1,021                    -                1,021
Accrued Expenses......................        395                    -                  395
Income tax payable....................        452                    -                  452
     Total current liabilities........     $8,244                ($438)              $7,806
                                                                     -
Borrowings under line of credit.......      5,000               (2,654)               2,346
Long term debt-net of current maturities    3,914               (3,914)                   -
Deferred Income taxes.................        865                    -                  865
Minority interest.....................        329                    -                  329

Capital Stock.........................      2,876                    -                2,876
Warrants for common stock.............        456                                       456
                                                                     -
Retained Earnings.....................      7,453                5,541               12,994
                                         -----------------------------------------------------
     Total shareholders' equity.......    $10,785               $5,541               16,326
                                         -----------------------------------------------------

Total liabilities and shareholders'       $29,137              ($1,465)             $27,672
equity................................

Book value per common share outstanding        $7.11                                    $10.76

Shares outstanding....................  1,517,503                                 1,517,503
(1)  To give effect to the  proposed  sale as of March 31, 1999,  including  the
     elimination  of  equipment  to be sold to the buyer and the  planned use of
     cash  proceeds  from the sale.  The pro forma gain  applicable to the above
     proposed sale is as follows:

        Proceeds from the sale.................            $12,000,000

        Equipment sold.........................             (1,465,000) (2)

        Income tax payable by Company..........             (3,694,000)

        Estimated Expenses related to the
             sale..............................             (1,300,000) (3)

        Pro forma gain.........................             $5,541,000 (4)

(2)      Included  in  the  equipment  sold  is  approximately   $965,000  which
         represents an excess of book value of the  Transferred  Assets over the
         agreed upon purchase price of $500,000.

(3)      Includes approximately $880,000 in severance payments to both unionized
         and  non-unionized  employees,  and  $420,000 in  professional  fees in
         connection with the Transaction.

(4)      The pro forma  gain does not take into  account  interest  which may be
         earned  on  the  Transaction  proceeds  from  investing  in  short-term
         interest bearing instruments pending further use of the proceeds.

Pro Forma Condensed Consolidated Statements Of Operations

         The following unaudited pro forma condensed consolidated  statements of
operations  for the year ended June 30, 1998 and for the nine months ended March
31, 1999,  have been  prepared to reflect the proposed Sale of the apple product
lines of the Company and assuming that such sale took place on July 1, 1998. The
statements  should  be read  in  conjunction  with  the  consolidated  financial
statements  and notes thereto  included in the  Company's  Annual Report on Form
10-K for the period  ending June 30,  1998 (the "1998  Annual  Report")  and the
condensed  consolidated  financial statements for the six months ended March 31,
1999 and 1998 in the  Company's  Quarterly  Report on Form 10-Q for the  quarter
ending  March 31,  1999  (the  "March  1999  Quarterly  Report").  The pro forma
condensed  consolidated  statements of operations are not necessarily indicative
of the results of  operations  of the Company as they may be in the future or as
they might have been had the Sale been effective July 1, 1998.
Year Ended June 30, 1998

                                           Actual        Pro Forma Adjustments           Pro Forma
                                                     (In thousands, exept per share amounts)
(a)
Net Sales...........................        $26,094                 ($21,181)                  $4,913
Other Income........................            586                        -                      586

Cost of sales.......................         21,565                  (17,241)                   4,324

Selling, general and administrative           3,384                   (2,078)                   1,306
expenses............................

Interest expense....................            310                                               310
                                                ----                                              ---

Income (loss) from continuing                $1,421                  ($1,862)                   ($441)
operations..........................

Income (loss) from continuing operations per common share
      Basic.........................            $0.90                                             ($0.28)
      Diluted.......................            $0.89                                             ($0.28)
Weighted average shares
      Basic.........................     1,581,014                                          1,581,014
      Diluted.......................     1,600,327                                          1,581,014
Nine Months Ended March 31, 1999

                                             Actual    Pro Forma Adjustments                Pro Forma
                                       (In thousands, exept per share amounts)
Net Sales...........................        $29,929                 ($14,886)                 $15,043
Other Income........................            523                        -                      523

Cost of sales.......................         23,315                  (12,593)                  10,722

Selling, general and administrative           4,859                   (1,852)                   3,007
expenses............................

Interest expense....................            375                                               375
                                                ----                                              ---

Income (loss) from continuing                $1,903                    ($441)                  $1,462
operations..........................

Income (loss) from continuing operations per common share
      Basic.........................             $1.26                                             $0.97
      Diluted.......................             $1.23                                             $0.94
Weighted average shares
      Basic.........................      1,513,411                                         1,513,411
      Diluted.......................      1,547,902                                         1,547,902
(a) To eliminate the operations of the apple product lines

(c) Exhibits

Exhibit   Description

2*        Asset Purchase Agreement dated June 21, 1999 between Vacu-dry Company
          and Tree Top, Inc.

99        Press  Release  issued  July 28, 1999  concerning  the sale of
          Vacu-dry Company's apple-based  industrial ingredients product
          line to Tree Top, Inc.

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

*         Incorporated  by  reference  to  Annex  A to the  Registrant's
          Consent  Statement on Schedule  14A filed with the  Securities
          and Exchange Commission on July 14, 1999.
SIGNATURES

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

                                     VACU-DRY COMPANY

Date: August 5, 1999                 By: /s/ Gary L. Hess
                                     ----------------
                                          Gary L. Hess
                                     Its:  President & Chief Executive Officer
EXHIBIT 99

                                  PRESS RELEASE

Contact: Gary L. Hess, President      -    707/535-4000
         Bill Burgess, Vice President -    707/535-4000

SANTA ROSA, CALIFORNIA                      VACU-DRY COMPANY

(NASDAQ:  VDRY) announced today that it has successfully  closed the sale of its
apple-based  industrial  ingredients  product  line to Tree Top,  Inc. of Selah,
Washington.  The  purchase  price  received by the Company for the  divestiture,
which  excluded  inventory,  real  estate  and  most  of  the  apple  processing
equipment,  was $12 million in cash.  Shareholder  approval was received on July
26th.

The  Tree Top sale is an  important  element  in  Vacu-dry's  strategic  plan to
transform itself from an industrial  ingredients supplier to a major participant
in the retail natural foods industry.  It builds upon last year's acquisition of
Made In Nature, a leading brand of organic fruit and vegetable products.

Gary Hess, CEO of Vacu-dry,  stated that "The Tree Top and related  transactions
are significant  initiatives  designed to increase  shareholder value by exiting
seasonal businesses with low returns and high capital requirements.  We now have
significant resources available to support the repositioning of our company as a
participant in the value-added,  branded natural foods industry."  Vacu-dry also
intends  to  develop  and lease out the  current  approximately  70-acre  Sonoma
County,  California  production  facility  to  provide  an  additional  and more
predictable income stream.

As part of the Tree Top transaction, the Company sold the Vacu-dry trademark. It
expects  shareholder  approval of a new company name and ticker  symbol prior to
December 31, 1999.