N O T I C E
                                of
                           Annual Meeting
                               and
                          Proxy Statement

                         VACU-DRY COMPANY

                         Annual Meeting of
                            Shareholders

                      Sebastopol, California

                        October 26, 1995


VACU-DRY COMPANY
7765 Healdsburg Avenue
Sebastopol, California 95472

NOTICE OF ANNUAL MEETING OF 
SHAREHOLDERS AND PROXY STATEMENT

October 26, 1995




To The Shareholders of Vacu-dry Company:

Notice is hereby given that the Annual Meeting of the
Shareholders of Vacu-dry Company (the Company) will be held on
Thursday, October 26, 1995 at 10:00 a.m., at the Executive Room,
Fountain Grove Inn, 101 Fountain Grove Parkway, Santa Rosa,
California for the following purposes:

1.To elect seven (7) directors to serve for the ensuing year and
until their successors are elected.

2.To transact such other business as may properly come before
the meeting or any adjournment thereof.  

The foregoing items of business are more fully described in the
Proxy Statement accompanying this Notice.

The Board of Directors has fixed the close of business on August
25, 1995, as the record date for determining which Shareholders
will be entitled to receive notice of, and to vote at, the
meeting or any adjournment thereof.  

By Order of the Board of Directors,  

(Esther K. Castain)

Esther K. Castain 
Secretary

Sebastopol, California
September 22, 1995

ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN
PERSON. HOWEVER, TO ENSURE YOUR REPRESENTATION AT THE MEETING,
YOU ARE URGED TO VOTE, SIGN, AND RETURN THE ENCLOSED PROXY AS
PROMPTLY AS POSSIBLE IN THE POSTAGE-PREPAID ENVELOPE
ENCLOSED FOR THAT PURPOSE.




VACU-DRY COMPANY
7765 Healdsburg Avenue
Sebastopol, California 95472
PROXY STATEMENT

For Annual Meeting of Shareholders
October 26, 1995, 10:00 a.m.

General

This Proxy Statement is furnished by the Board of Directors of
Vacu-dry Company (the Company) to solicit Shareholder Proxies
to be voted at the Annual Meeting of Shareholders to be held on
Thursday, October 26, 1995 at 10:00 a.m., at the Executive Room,
Fountain Grove Inn, 101 Fountain Grove Parkway, Santa Rosa,
California, and at any adjournment thereof.  Any Shareholder
giving a Proxy may revoke it any time before it is voted by
filing with the Secretary of the Company either
a written revocation or another duly executed Proxy bearing a
later date.  Proxies may also be revoked by any Shareholder
present at the meeting who expresses a desire to vote his or her
shares in person.  This mailing of Proxy Statements and Proxy
Cards commenced approximately September 22, 1995.

Voting

The Board of Directors has fixed the close of business on August
25, 1995, as the Record Date for the determination of
Shareholders entitled to receive notice of, and to vote at, the
Annual Meeting or any adjournment thereof.  As of August 25,
1995, 1,698,030 shares of common stock were outstanding, and no
shares of any other class of stock were outstanding.  

In all actions taken by Company Shareholders, other than the
election of Directors, each Shareholder is entitled to one vote
for each share held on the record date.  In the election of
Directors, however, Shareholders have cumulative voting rights,
which means that each Shareholder is entitled to a number of
votes equal to the number of his or her shares multiplied by the
number of Directors to be elected (seven).  A Shareholder may
cast all of his or her votes for a single candidate, or may
distribute votes among as many candidates as he or she may see
fit.  No Shareholder may cumulate votes for a candidate, however,
unless the name(s) of the candidate(s) have been placed in
nomination prior to the voting and the Shareholder has given
notice at the Meeting, prior to the voting, of the intention to
cumulate votes.  If one Shareholder has already given such a
notice, all Shareholders may cumulate their votes for candidates
in nomination without further notice.  

Revocability of Proxies

Any person giving a proxy in the form accompanying this statement
has the power to revoke such proxy at any time before its
exercise.  The proxy may be revoked by filing with the Secretary
of the Company at the Company's principal executive office an
instrument of revocation or a duly executed proxy bearing a later
date, or by filing written notice of revocation with the
secretary of the meeting prior to the voting of the proxy or by
voting the shares subject to the proxy by written ballot.

Solicitation

The Company will bear the entire cost of solicitation, including
preparation, assembly, printing, and mailing of this proxy
statement, the proxy card, and any additional material furnished
to Shareholders.  Copies of solicitation material will be
furnished to brokerage houses, fiduciaries, and custodians
holding shares in their names which are beneficially owned by
others to forward to such beneficial owners.  In addition, the
Company may reimburse such persons for their costs of forwarding
the solicitation material to such beneficial owners.  Original
solicitation of proxies by mail may be supplemented by telephone,
telegram, or personal solicitation by directors, officers, or
employees of the Company.  No additional compensation will be
paid for any such services.  Except as described above, the
Company does not intend to solicit proxies other than by mail.

Shareholder Proposals for Next Annual Meeting

Proposals of Shareholders that are intended to be presented at
the Company's 1996 annual meeting of Shareholders must
be received by the Company no later than June 1, 1996 in order to
be included in the proxy statement and proxy relating to
that meeting.

SECURITY OWNERSHIP OF CERTAIN 
BENEFICIAL OWNERS AND MANAGEMENT

A beneficial owner of a security includes any person who directly
or indirectly has or shares voting power and/or investment power
with respect to such security.  Voting power is the power to vote
or direct the voting of securities and investment power is the
power to dispose of or direct the disposition of securities.  The
following tables, based in part upon information supplied by
officers, directors and principal Shareholders, set forth certain
information regarding the ownership of the Company's voting
securities as of August 25, 1995 by (i) all those known by the
Company to be beneficial owners of more than five percent of any
class of the Company's voting securities; (ii) each director; 
(iii) each Named Executive Officer; and (iv) all executive
officers and directors of the Company as a group.  Unless
otherwise indicated, each of the Shareholders has sole voting and
investment power with respect to the shares beneficially owned,
subject to community property laws where applicable.

Security Ownership of Certain Beneficial Owners(a)

                                    Amount of Direct Common    Percent
                                      Stock Beneficial        of Class(b)
Name and Address of Beneficial Owner    Ownership             

D. P. Boothe, Jr.(c)                     170,000                  10.0%
33 San Carlos
Sausalito, CA 94965

First Wilshire Securities                247,490                  14.6%
Management, Inc.(d)
600 South Lake St., Suite 405
Pasadena, CA 91106

Craig R. Stapleton(e)                    147,500                   8.7%
135 East Putnam Avenue
Greenwich, CT 06830

(a)  Security ownership information for beneficial owners is
taken from statements filed with the Securities and Exchange 
Commission pursuant to Sections 13(d), (f) and (g) and
information made known to the Company.
(b)  As of August 25, 1995, 1,698,030 shares of Common Stock were
issued and outstanding.
(c)  Includes 50,000 shares held by Catherine Boothe, Mr.
Boothe's wife, and 100,000 shares held jointly by Mr. and Mrs. 
Boothe.
(d)  Holds investment and dispositive power over shares purchased
for clients.  Holds sole power to vote 39,800 shares.
(e)  Includes 18,450 shares owned by Mr. Stapleton, 60,500 shares
owned by Mrs. Stapleton to which Mr. Stapleton
disclaims any beneficial interest, and 68,550 shares owned
by a trust of which Mr. Stapleton is a trustee and of which his
children are the beneficiaries.

Security Ownership of Directors and Executive Officers

The table below presents the security ownership of the Company's
Directors, Nominees, Named Executive Officers and all directors
and executive officers as a group as of August 25, 1995.

                                   Amount of Common Shares
Name of Beneficial Owner            Beneficially Owned (a)   Percent of
                                                               Class (b)

D.P. Boothe, Jr.                          170,000(c)            10.0%

Kenneth P. Gill                            45,100(e)             2.7%

Edward Koplovsky                           26,200                1.5%

Roger S. Mertz                             11,000(f)              *

Ralph A. Sceales                            4,138                 *

Craig R. Stapleton                        147,500(d)             8.7%

Donal Sugrue                               30,327(g)             1.8%

Joseph G. Tonascia                          2,700                 *

All directors and executive               442,799               26.1%
officers as a group (11 persons)

   * Does not exceed 1% of the referenced class of securities.

(a)  Shares listed in this column include all shares held by the
named individuals and all directors and executive officers as
a group in their own names and in street name and also
includes all shares allocated to the accounts of the named
individuals and all directors and executive officers as a
group under the Company's Employee Stock Purchase Plan.
(b)  Calculation based on 1,698,030 shares of Common Stock
outstanding as of August 25, 1995.
(c)  Includes 50,000 shares held by Catherine Boothe, Mr.
Boothe's wife, and 100,000 shares held jointly by Catherine
Boothe and Mr. Boothe.
(d)  Includes 18,450 shares over which Mr. Stapleton has sole
voting power; 60,500 shares over which Dorothy W. Stapleton,
Mr. Stapleton's wife, has sole voting power, and 68,550
shares owned by a trust of which Mr. Stapleton is a trustee and
of which his children are the beneficiaries.
(e)  Includes 42,000 shares held by the Kenneth P. Gill and Mary
Margaret Gill Revocable Trust of which Mr. Gill is the
trustee and 3,100 shares held by the Kenneth and Mary Gill
Grandchild Trust of which Mr. Gill is the trustee. 
(f)  Includes 2,250 shares held as custodian for a child of Mr.
Mertz to which Mr. Mertz disclaims any beneficial interest.
(g)  Shares held by the Sugrue 1992 Family Trust, of which Mr.
Sugrue is a Trustee.  



PROPOSAL 1
ELECTION OF DIRECTORS

At the Annual Meeting, seven (7) Directors are to be elected by
the Shareholders to serve until the next Annual Meeting or until
the election and qualification of their successors.  The Board's
proxy holders (named on the enclosed Proxy Card) intend to vote
all shares for which Proxies are granted to elect the following
seven nominees selected by the Company's Board of Directors, and
intend to vote such shares cumulatively if necessary to elect
some or all of such nominees.  All of the Board's nominees for
Director were elected Directors by the Shareholders at the 1994
Annual Meeting, except for Mr. Stapleton who was elected to the
Board on April 27, 1995.  

If any of the Board's nominees refuses or is unable to serve as a
Director (which is not now anticipated), the Board's Proxy
holders intend to nominate and vote for such other person(s) as
they believe will best serve the interests of the Company.  Any
Shareholder may nominate a candidate for Director from the floor
at the Meeting.  Such nominee must consent to serve, if elected,
prior to voting on his or her name.  The Board of Directors has
no reason to believe that any substitute nominee or nominees will
be required.

The seven nominees for Director who receive the most affirmative
votes will be elected Directors.  Votes against a candidate and
votes withheld shall have no effect on the election result,
though applicable securities laws and regulations may require
that the number of such votes subsequently be disclosed to the
Company's Shareholders under certain circumstances.  

MANAGEMENT RECOMMENDS A VOTE FOR EACH 
OF THE NOMINEES FOR DIRECTOR NAMED BELOW

Nominees

The table below indicates the respective nominee's position with
the Company, age, year in which he first became a director and
percentage of board and committee meetings attended in fiscal
year 1995.


                                              Director    % of Board
Name, Position and Background           Age    Since     Mtgs. Attended

                                         84     1967        100%
D.P. Boothe, Jr., Director. Mr. Boothe is President of Boothe
Holdings (investments).  Until December 31, 1994, he served as
the Company's Chairman of the Board.
                                         69     1972        100%
Kenneth P. Gill, Director. Mr. Gill is retired.  Formerly he was
Assistant to the Chairman (July thru December 1990) and President
and Chief Executive Officer of the Company (1972 thru 1990).
                                         56     1993         83%
Edward Koplovsky, Director.  Mr. Koplovsky is Chairman and Chief
Executive Officer of Clermont, Inc., a specialty fruit processing
concern.
                                         51     1993        100%
Roger S. Mertz, Director.  Mr. Mertz is an attorney-at-law.  He
is a member of the San Francisco, California law firm of Severson
& Werson.
                                         50     1995        100%
Craig R. Stapleton, Director.  Mr. Stapleton is President of
Marsh & McLennan, Real Estate Advisors, Inc. (real estate
management).  Mr. Stapleton is a director of Alleghany
Properties, Inc. (real estate investments), and a director of
Fidelity National Bank.
                                         64     1982        100%
Donal Sugrue, President and Chief Executive Officer.  Mr. Sugrue,
President and Chief Executive Officer of the Company, joined the
Company in 1962.  He has been President and Chief Executive
Officer since July 1, 1990.  
                                         75     1983        100%
Joseph G. Tonascia, Director.  Mr. Tonascia is retired. Formerly
he was a partner in the accounting firm of Ernst & Young.

Except as noted, the above persons have been engaged in the
principal occupations identified above for more than the past
five years. 

Filings by Directors, Executive Officers and Ten Percent Holders

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors, and persons who own more
than ten percent of a registered class of the Company's equity
securities, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission.  Executive officers,
directors and greater than ten-percent shareholders are required
by SEC regulation to furnish the Company with copies of all
Section 16(a) forms they file.

Based solely on its review of the copies of such forms received
by it, or written representations from certain reporting persons
that no Forms 5 were required for those persons, the Company
believes that, during fiscal year 1995 all filing requirements
applicable to its executive officers, directors, and greater than
ten-percent beneficial owners were complied with, except that Mr.
Stapleton filed late a Form 3 which was due upon his appointment
as a director.

Board Committees and Meetings  

The Board of Directors met five times during the fiscal year
ending June 30, 1995.  The Company's Board of Directors has
authorized four standing committees.

Executive Committee. As prescribed by the bylaws of the Company,
the executive committee has the authority of the Board of
Directors for the management of the business and affairs of the
Company between meetings of the Board of Directors.  The members
of the committee are Messrs. Koplovsky, Mertz, Stapleton and
Sugrue.  The Executive Committee held two meetings during the
fiscal year.

Compensation Committee. The function of the compensation
committee is to develop and recommend to the full Board
compensation arrangements, including bonuses and Stock
Appreciation Rights (SARs), for Executive Officers and other
key employees and to advise the chief executive officer on policy
matters concerning officers compensation.  The members of the
committee are Messrs. Gill (Chairman), Boothe, Koplovsky and
Tonascia.  The Compensation Committee held one meeting during the
fiscal year.

Audit Committee. The function of the audit committee is to
recommend to the full Board the accounting firm to be retained as
the Company's independent auditors and the price to be paid to
the firm, and to consult with the auditors regarding the plan of
audit, the results of the audit and the audit report, and the
adequacy of internal accounting controls.  The members of the
committee are Messrs. Mertz (Chairman), Gill and Tonascia.  The
Audit Committee held one meeting during the fiscal year.

Retirement Savings Committee. The function of the retirement
savings committee is to direct the management of the Company's
Retirement Savings and Profit Sharing Plan.  The committee met
once during the year.  The members of the Committee are Messrs.
Tonascia (Chairman), Mertz and Koplovsky.

The full Board acts as the nominating committee for the Directors
of the Company.

EXECUTIVE COMPENSATION

Summary Compensation of Named Executives

The Summary Compensation Table shows certain compensation
information for the Chief Executive Officer and the Company's
most highly paid executive officers (collectively referred to as
the Named Executive Officers).  Compensation data for other
executive officers is not presented in the graphs because
aggregate compensation for such executive officers did not exceed
$100,000 for services rendered in all capacities during fiscal
year 1995.  Compensation data is shown for the fiscal years ended
June 30, 1995, 1994 and 1993.  This information includes the
dollar value of base salaries, bonus awards, the number of SARs
granted, and certain other compensation, if any, whether paid or
deferred.

Summary Compensation Table(a)



                                          
                             Annual              Long Term     All Other
                            Compensation       Compensation Compensation(b)
                                                 Awards
Name and Principal
   Position         Year  Salary($)(c) Bonus($)     SARs#               $

Donal Sugrue        1995  140,802       -0-          -0-              7,604
 President, Chief 
 Executive Officer  1994  165,091      29,100        -0-             30,142
 and Director       1993  131,508      24,700        -0-             33,122

Ralph A. Sceales    1995   95,821       -0-          -0-              4,312
 Vice President,    1994   91,747      17,100        -0-              7,699
 Operations         1993  118,725      15,600        -0-             25,008

(a)  Amounts shown include cash and non-cash compensation earned
with respect to the year shown above.
(b)  All other Compensation is described below.  Life insurance
premium payments are calculated as compensation by
multiplying the proportion of benefits payable to the
employee's estate by the total premiums paid in the fiscal year.
Also includes Value Realized from SARs of $13,500 for Mr. Sugrue
in 1994 and $35,000 for Mr. Sceales in 1993.
(c)  1995 amounts include $6,423 with respect to Mr. Sugrue and
$4,454 with respect to Mr. Sceales representing payments in
lieu of vacation not taken and under the Company's Wellness
Time Plan.

                          
Exec. Officer     Year    Retirement and     Base           Life Ins.       
                       Profit Sharing Plan   401k   Bonus   Premium          
                                                              
D. Sugrue         1995        -0-            5,440   -0-    2,164
                  1994        5,739          7,429  1,310   2,164
                  1993        7,368          5,917  1,112   2,164

R. Sceales        1995        -0-            4,312   -0-     -0-
                  1994        2,800          4,129   770     -0-
                  1993        6,460          5,342   702     -0-


SAR Exercises in Last Fiscal Year and Year-End SAR Values

The following table summarizes for the Named Executive Officers
the number of SARs, if any, exercised during the fiscal year
ended June 30, 1995, the aggregate dollar value realized upon
exercise, the total number of unexercised SARs held at June 30,
1995, and the aggregate dollar value of in-the-money, unexercised
SARs held at June 30, 1995.  Value realized upon exercise is the
difference between the fair market value of the underlying stock
on the exercise date and the exercise price of the SAR.  Value of
unexercised, in-the-money SARs at fiscal year-end is the
difference between the exercise price and the fair market value
of the underlying stock on June 30, 1995, which was $5.125 per
share.

Aggregated SAR Exercises in Last Fiscal Year
and Fiscal Year-End SAR Values Table



                                            Number of       Value of
                                           Unexercised     Unexercised
                                          SARs at Fiscal In-The-Money SARs
                                            Year End     at Fiscal Year End

                 Shares Subject   Value     Exercisable/   Exercisable/
Name               to SARs      Realized  Unexercisable  Unexercisable

Donal Sugrue         -0-         $-0-       2,700/1,800    $1,350/$900

Ralph A. Sceales     -0-         $-0-       1,200/800       $600/$400



Compensation of Directors

Outside Directors receive $300 per month for serving as Directors
and are paid $600 for each Board meeting attended and $400 for
each committee meeting attended.  Directors' fees paid by the
Company during fiscal year 1995 totalled $38,000.  Executive
Officers of the Company who also serve on the Board of Directors
are not specifically compensated for duties as directors.

The Company entered into a consulting agreement (effective April
1, 1983) with Boothe Holdings, Inc., a corporation owned and
controlled by D.P. Boothe, Jr., the Company's former Chairman of
the Board and a Director.  On July 31, 1984, Boothe Holdings,
Inc. was liquidated and Mr. Boothe assumed its responsibilities
and rights under the consulting agreement.  Under the agreement,
Mr. Boothe was required to perform such financial and business
consulting services as the Company may request, in exchange for a
$5,000 monthly consulting fee and reimbursement of expenses.  The
agreement terminated on December 31, 1994.  Mr. Boothe received
$30,000 pursuant to this agreement in fiscal 1995.

Mr. Mertz, a member of the San Francisco law firm of Severson &
Werson, served as the Company's legal counsel during fiscal 1995
and is expected to be retained through fiscal 1996.

Employment Contracts

The Company entered into an Employment Agreement with Mr. Sugrue
dated February 8, 1983, pursuant to which Mr. Sugrue is employed
by the Company, initially as Executive Vice-President. 
Subsequently, Mr. Sugrue was elected President and Chief
Executive Officer.  The agreement terminates on the date Mr.
Sugrue reaches age 65.  Mr. Sugrue is entitled to receive an
annual salary of not less than $60,000, subject to annual review
by the Company's Board of Directors.  Mr. Sugrue's current salary
under the agreement is $122,472 per year.  Under certain
circumstances, including termination of Mr. Sugrue's employment
by the Company without cause, merger or consolidation of the
Company into any other corporation, dissolution of 
the Company, change in control of the Company, or sale of
substantially all of the assets of the Company, Mr. Sugrue has
the option to continue the agreement or to enter into a
consulting agreement with the Company pursuant to which Mr.
Sugrue will be obligated to provide consulting services to the
Company for a period ending on the earlier of three years from
the commencement of the contract or the date on which Mr. Sugrue
reaches age 65.  For such consulting services, Mr. Sugrue will be
entitled to receive a monthly fee equal to one-twelfth of his
average annual compensation during the last three years during
which he will have been employed by the Company.

Compensation Committee Report

This report is provided by the Compensation Committee of the
Board of Directors (the Committee) to assist stockholders in
understanding the Committee's objectives and procedures in
establishing the compensation of Vacu-dry Company's Chief
Executive Officer and other executive officers.  The Committee,
made up of non-employee Directors, is responsible for
establishing and administering the Company's executive
compensation program.  None of the members of the Committee is
eligible to receive awards under the Company's incentive
compensation programs.

Vacu-dry's executive compensation program is designed to
motivate, reward, and retain the management talent needed to
achieve its business objectives and maintain its competitiveness
in the food processing industry.  It does this by utilizing
competitive base salaries that recognize a philosophy of career
continuity and by rewarding exceptional performance and
accomplishments that contribute to the Company's success.

Compensation Philosophy and Objective

The philosophical basis of the compensation program is to pay for
performance and the level of responsibility of an individual's
position.  The Committee finds greatest value in executives who
possess the ability to implement the Company's business plans as
well as to react to unanticipated external factors that can have
a significant impact on corporate performance.  Compensation
decisions for all executives, including the Named Executive
Officers, are based on the same criteria.  These include
quantitative factors that reflect improvements in the Company's
short and long-term financial performance, as well as qualitative
factors which reflect the strength of the Company over the long
term, such as demonstrated leadership skills and the ability to
deal quickly and effectively with difficulties which sometimes
arise.

The Committee believes that compensation of Vacu-dry's key
executives should:

1.   Link rewards to business results and stockholder returns;

2.   Encourage creation of stockholder value and achievement of
strategic objectives;

3.   Maintain an appropriate balance between base salary and
short-and long-term incentive opportunity;

4.   Attract and retain, on a long-term basis, highly qualified
executive personnel; and

5.   Provide total compensation opportunity that is competitive
with that provided by competitors in the food processing
industry, taking into account relative company size and
performance as well as individual responsibilities and
performance. 

Key Elements of Executive Compensation

Vacu-dry's executive compensation program consists of three
elements: Base Salary, Short-Term Incentives and Long-Term
Incentives.  Payout of short-term incentives depends on corporate
performance.  Payout of the long-term incentives depends on
performance of Vacu-dry stock.


Base Salary

A competitive base salary is crucial to support the philosophy of
management development and career orientation of executives. 
Salaries are targeted to pay levels of the Company's competitors
and companies having similar capitalization, revenues, etc. 
Executive salaries are reviewed annually.  Assessment of an
individual's relative performance is made annually based on a
number of quantitative factors such as stock price, earnings and
revenues, as well as qualitative factors which include
initiative, business judgement, technical expertise, and
management skills.  As a result of the reduced sales and profits
of the Company during the first three quarters of the Company's
1995 fiscal year, effective May 16, 1995, the Company implemented
a salary reduction plan for its Executive Officers.  As a result
of such plan, Mr. Sugrue's base salary was reduced by 10% and the
salaries of the other Executive Officers was reduced by 5%.  The
reductions were part of an overall cost reduction plan which
involved the layoff of approximately eight employees and other
cost reductions.

Short-Term Incentive 

Short-term awards to executives are made in cash to recognize
contributions to the Company's business during the past year. 
The Company maintains a Bonus Plan as an incentive for executive
officers of the Company.  The bonus an executive receives is
dependent on individual performance and level of responsibility.

Long-Term Incentive

Long-term incentive awards provided by shareholder-approved
compensation programs are designed to develop and maintain strong
management through share appreciation awards.  The Company's 1985
Stock Appreciation Rights Plan creates incentives for executives
and other key employees by providing them with an opportunity to
indirectly participate in the appreciation in the market value of
the Company's common stock.

In 1993 the directors approved the adoption of the 1994 Employee
Stock Purchase Plan (the "Plan").  All employees, including
executive officers, may purchase shares of the Company's Common
Stock at a discount of 85% of the market value on the first or
last business day of the quarterly offering period, whichever is
lower. The plan became effective January 1, 1994.

1995 Chief Executive Officer Compensation

Mr. Sugrue's base salary for fiscal 1995 was $122,472.  As a
result of the cost reduction plan implemented in May 1995, Mr.
Sugrue's base salary was reduced by 10%.  During the fiscal year
ending June 30, 1995, Mr. Sugrue also received a total of $5,440
as contributions to his Base 401K.  The Company maintains, and
pays premiums on, a Key Man Life Insurance policy on Mr. Sugrue,
one quarter of the proceeds of which are payable to the Sugrue
estate.  The Committee believes Mr. Sugrue's total compensation
package is appropriate for Mr. Sugrue's level of responsibility
and is well within competitive practice.



Compensation Committee:
D. P. Boothe, Jr.
Kenneth P. Gill
Edward Koplovsky
Joseph Tonascia 


Share Investment Performance

The following graph compares the total return performance of the
Company for the periods indicated with the performance of the
NASDAQ Market Index and the performance of a Peer Index comprised
of companies having the same Standard Industrial Classification
(SIC) number as the Company.  The Company's shares are traded
over-the-counter on the NASDAQ National Market under the symbol
VDRY.  The Peer Index includes the publicly traded stocks of
Curtice-Burns Foods Inc., H.J. Heinz Co., Seneca Foods Corp.,
J.M. Smucker Co. Class A, J.M. Smucker Class B, Stokely U.S.A.
Inc. and Vacu-dry Company.  The NASDAQ Index includes only shares
of companies traded on the Nasdaq National Market System or
over-the-counter, which have been publicly traded continuously
since June 30, 1990.  The total return indices reflect reinvested
dividends and are weighted on a market capitalization basis at
the time of each reported data point.



Performance Graph (Numeric Chart)

   Numeric Comparisons of Vacu-dry Company versus NASDAQ Index and Peer Index

  Year (June 30)      1990      1991      1992      1993      1994      1995

Vacu-dry Company     $100.00  $ 78.05    $136.59   $185.37   $181.49   $112.16

NASDAQ Market Index  $100.00  $ 94.22    $101.52   $124.62   $136.66   $160.27

Peer Index           $100.00  $109.45    $115.75   $114.64   $104.69   $146.88



INDEPENDENT PUBLIC ACCOUNTANTS

The Company's independent certified public accountants are chosen
by the Board of Directors based on the recommendation of its
audit committee.  The independent certified public accountants
for the Company's fiscal year ended June 30, 1995, were Arthur
Andersen & Co.  Arthur Andersen & Co. has been recommended by the
audit committee and selected by the Board for the current fiscal
year.  Representatives of that firm will be present at the Annual
Meeting, and will have the opportunity to make a statement and to
respond to appropriate questions.  

AVAILABILITY OF ADDITIONAL INFORMATION

The Company's Annual Report to Shareholders is being mailed with
the Proxy Statement to Shareholders who were holders of record on
August 25, 1995.

OTHER MATTERS AND SHAREHOLDERS' PROPOSALS

The Board of Directors presently knows of no other matter that
may come before the Annual Meeting.  If any other matters should
properly come before the Meeting, however, the Board's proxy
holders intend to vote on such matters in accordance with their
best judgment. 

By Order of the Board of Directors

(Esther K. Castain)

Esther K. Castain
Secretary

September 22, 1995.