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)              January 9, 1998

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

                                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.)

              7765 Healdsburg Avenue, Sebastopol, California 95472
-------------------------------------------------------------------------------
          (Address of Principal Executive Offices)        (Zip Code)

                                 (707) 829-4600
-------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


-------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)



<PAGE>


ITEM 5.  Repurchase of Common Stock
         ---------------------------

         On January 9 and 20, 1998 the  Company  completed  the  purchase of two
blocks of its Common Stock  aggregating  139,100 shares,  equal to approximately
8.5% of its outstanding Common Stock. The shares were purchased in two privately
negotiated  transactions:  94,000 shares from Catherine C. Boothe,  a beneficial
owner of  approximately  10.3% of the Company's  Common Stock, and 45,100 shares
from trusts for the  benefit of Kenneth P. Gill (a  director of the  Company) or
members of his family.  The  purchase  price in each  transaction  was $6.00 per
share. Payment was made by delivery of the Company's subordinated, interest-only
notes.  The notes bear  interest at 8-1/2% per annum and are due in full in five
years. Payment of principal and interest is subordinated to any of the Company's
indebtedness  to  banks  and  other  financial  institutions.  The  shares  were
purchased  for use in possible  future  acquisitions,  for issuance  pursuant to
employee stock option and stock purchase plans and for other corporate purposes.
While the Company may make additional  purchases of its stock from time to time,
it does not  contemplate  making  any  purchases  of such  shares in the  public
markets.

ITEM 7.  Exhibits
         ---------

         7.1  Press  release  issued  in  connection  with the  Company's  share
repurchases.

                                   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: January 22, 1998               By:  /s/ Gary L. Hess
                                        ------------------------------------
                                                     Gary L. Hess
                                      Its: President and Chief Executive Officer



<PAGE>


                                   EXHIBIT 7.1

                             FOR IMMEDIATE RELEASE
                    ----------------------------------------


January 21, 1998


Contact:    Gary L. Hess, President   -    707/829-4600

VACU-DRY COMPANY REPURCHSES COMMON STOCK


SEBASTOPOL, CALIFORNIA...............................January 21, 1998 - Vacu-dry
Company (NASDAQ: VDRY)announced today that it has repurchased 139,100 shares of 
its Common Stock in the month of January.

The shares  were  repurchased  by the  Company  in two  blocks,  aggregating  to
approximately  8.5%  of its  outstanding  Common  Stock.  The  repurchases  were
effected in privately negotiated transactions.

The shares were purchased for use in possible future acquisitions,  for issuance
pursuant  to  employee  stock  option  and  stock  purchase  plans and for other
corporate purposes. The Board of Directors believes that at current price levels
its  Common  Stock  represents  an  attractive  investment  opportunity  for the
Company.  While the Company may make additional purchases of its stock from time
to time,  it does not  contemplate  making any  purchases  of such shares in the
public markets.

Vacu-dry Company has been engaged in the production of low moisture fruits since
1933. The Company's  products include low moisture and evaporated  fruits,  bulk
apple juice, apple juice concentrate, private label drink mixes and low moisture
food for the food storage market.

             **************************END*************************
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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": "98510884"}, "business-address": {"street1": "7765 HEALDSBURG AVE", "street2": "P O BOX 2418", "city": "SEBASTOPOL", "state": "CA", "zip": "95473-2418", "phone": "7078294600"}, "mail-address": {"street1": "P O BOX 2418", "street2": "7765 HEALDSBURG AVENUE", "city": "SEBASTOPOL", "state": "CA", "zip": "95473-2418"}}
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)              January 9, 1998

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

                                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.)

              7765 Healdsburg Avenue, Sebastopol, California 95472
-------------------------------------------------------------------------------
          (Address of Principal Executive Offices)        (Zip Code)

                                 (707) 829-4600
-------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

-------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)
ITEM 5.  Repurchase of Common Stock
         ---------------------------

         On January 9 and 20, 1998 the  Company  completed  the  purchase of two
blocks of its Common Stock  aggregating  139,100 shares,  equal to approximately
8.5% of its outstanding Common Stock. The shares were purchased in two privately
negotiated  transactions:  94,000 shares from Catherine C. Boothe,  a beneficial
owner of  approximately  10.3% of the Company's  Common Stock, and 45,100 shares
from trusts for the  benefit of Kenneth P. Gill (a  director of the  Company) or
members of his family.  The  purchase  price in each  transaction  was $6.00 per
share. Payment was made by delivery of the Company's subordinated, interest-only
notes.  The notes bear  interest at 8-1/2% per annum and are due in full in five
years. Payment of principal and interest is subordinated to any of the Company's
indebtedness  to  banks  and  other  financial  institutions.  The  shares  were
purchased  for use in possible  future  acquisitions,  for issuance  pursuant to
employee stock option and stock purchase plans and for other corporate purposes.
While the Company may make additional  purchases of its stock from time to time,
it does not  contemplate  making  any  purchases  of such  shares in the  public
markets.

ITEM 7.  Exhibits
         ---------

         7.1  Press  release  issued  in  connection  with the  Company's  share
repurchases.

                                   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: January 22, 1998               By:  /s/ Gary L. Hess
                                        ------------------------------------
                                                     Gary L. Hess
                                      Its: President and Chief Executive Officer
EXHIBIT 7.1

                             FOR IMMEDIATE RELEASE
                    ----------------------------------------

January 21, 1998

Contact:    Gary L. Hess, President   -    707/829-4600

VACU-DRY COMPANY REPURCHSES COMMON STOCK

SEBASTOPOL, CALIFORNIA...............................January 21, 1998 - Vacu-dry
Company (NASDAQ: VDRY)announced today that it has repurchased 139,100 shares of 
its Common Stock in the month of January.

The shares  were  repurchased  by the  Company  in two  blocks,  aggregating  to
approximately  8.5%  of its  outstanding  Common  Stock.  The  repurchases  were
effected in privately negotiated transactions.

The shares were purchased for use in possible future acquisitions,  for issuance
pursuant  to  employee  stock  option  and  stock  purchase  plans and for other
corporate purposes. The Board of Directors believes that at current price levels
its  Common  Stock  represents  an  attractive  investment  opportunity  for the
Company.  While the Company may make additional purchases of its stock from time
to time,  it does not  contemplate  making any  purchases  of such shares in the
public markets.

Vacu-dry Company has been engaged in the production of low moisture fruits since
1933. The Company's  products include low moisture and evaporated  fruits,  bulk
apple juice, apple juice concentrate, private label drink mixes and low moisture
food for the food storage market.

             **************************END*************************