PROSPECTUS SUPPLEMENT
(To Prospectus dated July 29, 1996)

                                 367,287 SHARES

                           NORTHLAND CRANBERRIES, INC.
                              CLASS A COMMON STOCK
                            -------------------------

         This Prospectus  Supplement  covers up to 367,287 shares of our Class A
Common Stock which we issued to Congress  Financial  Corporation  (Northwest) in
connection with our  acquisition  from Congress of certain assets formerly owned
by Clermont,  Inc. Please see "The Acquisition," below, for a description of the
acquisition.

         This   Prospectus   Supplement  also  relates  to  the  sale  or  other
distribution of the Shares by Congress.

         This  Prospectus  Supplement  does  not  contain  complete  information
regarding  the  offering of Class A Common  Stock by Congress and should be read
only in conjunction with the base prospectus referenced above.

         We will not receive any portion of the proceeds from the re-sale of the
Shares by Congress.

         Our Common  Stock is quoted on the  Nasdaq  National  Market  under the
symbol  "CBRYA." On February 26,  1999,  the last  reported  sales price for our
Common Stock on the Nasdaq National Market was $7.531 per share.

         Neither the Securities and Exchange Commission nor any state securities
commission  has approved or disapproved  these  securities or determined if this
Prospectus  Supplement  is  truthful  or  complete.  Any  representation  to the
contrary is a criminal offense.

                                  March 1, 1999





                                 THE ACQUISITION

         Clermont  was a  producer  and  seller of  cranberry  and  other  fruit
concentrates which filed for bankruptcy protection in 1998. In January 1999, the
bankruptcy  proceeding  was  dismissed by the  bankruptcy  court.  Congress,  as
Clermont's  primary secured creditor,  foreclosed on Clermont's assets. On March
1, 1999, we purchased from Congress and its affiliate, Col Realty, Inc., certain
assets formerly owned by Clermont for the shares of Common Stock covered by this
Prospectus  Supplement and  $6,850,000 in cash. The assets we acquired  included
mainly a concentrating  facility in Cornelius,  Oregon;  certain equipment;  and
inventory consisting of cranberry and other fruit concentrate.

                                 USE OF PROCEEDS

         This  Prospectus  Supplement  relates  to  Shares we issued in order to
effect the  acquisition of the assets of Clermont as well as the re-sale of such
shares by  Congress.  We will not receive any  proceeds  from the re-sale of the
Shares by Congress.

                              PLAN OF DISTRIBUTION

         Congress may sell or distribute  some or all of the Shares from time to
time through  underwriters  or dealers or brokers or other agents or directly to
one or more  purchasers  in  transactions  on the  Nasdaq  National  Market,  in
privately  negotiated  transactions,  or in the  over-the-counter  market, or in
brokerage transactions,  or in a combination of such transactions.  Congress may
effect such at market prices  prevailing at the time of sale, at prices  related
to such  prevailing  market prices,  at negotiated  prices,  or at fixed prices,
which may be changed.


                                    INFORMATION WITH RESPECT TO THE SELLING SHAREHOLDER


                                Number of Shares of Common                                  Number of Shares to be
                                     Stock Owned Prior                Number of                      Owned
             Name                   to the Offering(1)             Shares Offered             After the Offering
                                                                                               
Congress Financial                           367,287                     367,287                       -0-
Corporation (Northwest)

- ---------------
1        Congress acquired the Shares from us in consideration for its ownership
         interest in the assets of Clermont,  Inc.,  which we purchased on March
         1, 1999.