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)         June 24, 1999
                                                        -----------------------

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

                                   California
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                 (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
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          (Address of Principal Executive Offices)                   (Zip Code)

                                                            (707) 534-4000
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              (Registrant's Telephone Number, Including Area Code)


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






Item 5:  Other Events.

     On June 21, 1999,  Registrant  entered into a contract  with Tree Top, Inc.
pursuant  to which  Registrant  will  sell  substantially  all of the  assets of
Registrant  relating  to its  product  lines of  processed  apple  products  and
products containing processed apple products. The sale is subject to shareholder
approval.  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:  Exhibits

     7.1 Press release issued June 24, 1999 in connection with the transaction.


                                   SIGNATURES

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

                                  VACU-DRY COMANY

Date:  June 24, 1999              By:   /s/_____________________________
                                         Gary L. Hess
                                  Its:  President & Chief Executive Officer





                                   EXHIBIT 7.1

                                  NEWS 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 entered into a definitive  agreement
to sell the bulk of its apple-based  industrial ingredients product line to Tree
Top, Inc., of Selah,  Washington.  The agreement,  which excludes  inventory and
real estate, calls for a purchase price of $12 million in cash and is subject to
approval by Vacu-dry's shareholders.

The 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 on 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 sale of this product line is a bold
move to increase  shareholder  value by exiting a business  with low returns and
high capital  requirements.  It will provide significant  financial resources to
support  the  repositioning  of  our  company  as  a  participant  in  the  high
value-added natural foods industry."

The transaction  will result in the closing of Vacu-dry's apple processing plant
located on Gravenstein Highway North in Sonoma County, Sebastopol, California.