UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    Form 10-Q


       (Mark One)
           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended December 29, 2001

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        For the transition period from to

                               File Number 0-20539

                            PRO-FAC COOPERATIVE, INC.
             (Exact Name of Registrant as Specified in its Charter)

         New York                                        16-6036816
(State or other jurisdiction of                         (IRS Employer
incorporation or organization)                       Identification Number)

                90 Linden Place, PO Box 682, Rochester, NY 14603
               (Address of Principal Executive Offices) (Zip Code)

        Registrant's Telephone Number, Including Area Code (585) 383-1850

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months (or such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                    YES X  NO
                                       ---    ---

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of February 2, 2002.

                        Class A Common Stock - 2,052,392








<PAGE>
                          PART I. FINANCIAL INFORMATION

ITEM I. FINANCIAL STATEMENTS
<TABLE>
Pro-Fac Cooperative, Inc. and Consolidated Subsidiary - Agrilink Foods, Inc.
Consolidated Statements of Operations, Net Proceeds and Comprehensive Income
(Unaudited)

(Dollars in Thousands)
<CAPTION>
                                                                          Three Months Ended               Six Months Ended
                                                                  ------------------------------    ------------------------------
                                                                  December 29,      December 23,    December 29,      December 23,
                                                                      2001              2000            2001              2000
                                                                  ------------------------------    ------------------------------

<S>                                                                <C>                <C>            <C>               <C>
Net sales                                                          $  294,549         $ 340,106      $  543,781        $  621,629
Cost of sales                                                        (223,886)         (275,334)       (427,248)         (504,371)
                                                                   ----------       -----------      ----------        ----------
Gross profit                                                           70,663            64,772         116,533           117,258
Selling, administrative, and general expense                          (30,928)          (30,746)        (63,767)          (61,919)
Restructuring                                                          (1,572)                0          (2,622)                0
Gain from pension curtailment                                               0                 0           2,472                 0
Income from joint venture                                                 950               949           1,198             1,224
                                                                   ----------       -----------      ----------        ----------
Operating income                                                       39,113            34,975          53,814            56,563
Interest expense                                                      (16,479)          (22,415)        (35,692)          (43,941)
                                                                   ----------       -----------      ----------        ----------
Income before taxes, dividends, and allocation of net proceeds         22,634            12,560          18,122            12,622
Tax provision                                                          (7,328)           (3,321)         (5,544)           (4,164)
                                                                   ----------       -----------      ----------        ----------
Net income                                                         $   15,306       $     9,239      $   12,578        $    8,458
                                                                   ==========       ===========      ==========        ==========

Allocation of net proceeds:
   Net income                                                      $   15,306       $     9,239      $   12,578        $    8,458
   Dividends on common and preferred stock                             (1,946)           (1,840)         (4,455)           (4,210)
                                                                   ----------       -----------      ----------        ----------
   Net proceeds                                                        13,360             7,399           8,123             4,248
   Allocation to earned surplus                                        (8,756)           (5,303)         (3,520)           (2,152)
                                                                   ----------       -----------      ----------        ----------
   Net proceeds available to members                               $    4,604       $     2,096      $    4,603        $    2,096
                                                                   ==========       ===========      ==========        ==========

Net proceeds available to members:
   Estimated cash payment                                          $    1,151       $       524      $    1,151        $      524
   Qualified retains                                                    3,453             1,572           3,452             1,572
                                                                   ----------       -----------      ----------        ----------
   Net proceeds available to members                                    4,604       $     2,096           4,603        $    2,096
                                                                   ==========       ===========      ==========        ==========

Net income                                                         $   15,306       $     9,239      $   12,578        $    8,458
Other comprehensive income:
   Unrealized gain/(loss) on hedging activity                              66            (1,414)           (374)              890
                                                                   ----------       -----------      ----------        ----------
Comprehensive income                                               $   15,372       $     7,825      $   12,204        $    9,348
                                                                   ==========       ===========      ==========        ==========


<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
Pro-Fac Cooperative, Inc. and Consolidated Subsidiary - Agrilink Foods, Inc.
Consolidated Balance Sheets
(Dollars in Thousands)                                         ASSETS                   December 29,      June 30,     December 23,
                                                                                            2001            2001           2000
                                                                                        -----------     -----------    ------------
                                                                                        (Unaudited)                    (Unaudited)
<S>                                                                                     <C>             <C>            <C>
Current assets:
   Cash and cash equivalents                                                            $     5,913     $     7,656    $     5,763
   Accounts receivable, trade, net                                                           86,188          85,543        126,239
   Accounts receivable, co-pack activity and other                                           13,425           7,949         14,337
   Income taxes refundable                                                                        0             938          1,511
   Inventories                                                                              388,745         313,856        419,338
   Current investment in CoBank                                                               1,333           3,998            976
   Prepaid manufacturing expense                                                              3,686          22,427          4,675
   Prepaid expenses and other current assets                                                 18,683          19,603         20,268
   Current deferred tax asset                                                                 2,202           2,202         12,176
                                                                                        -----------     -----------    -----------
           Total current assets                                                             520,175         464,172        605,283
Investment in CoBank                                                                         10,660          10,660         16,203
Investment in joint venture                                                                   9,117           8,018          8,000
Property, plant, and equipment, net                                                         297,343         305,531        339,859
Assets held for sale, at net realizable value                                                   120             120            339
Goodwill                                                                                     53,914          53,914         54,931
Intangible assets, net                                                                      194,271         194,863        198,749
Other assets                                                                                 24,066          24,073         32,091
                                                                                        -----------     -----------    -----------
           Total assets                                                                 $ 1,109,666     $ 1,061,351    $ 1,255,455
                                                                                        ===========     ===========    ===========

                                LIABILITIES AND SHAREHOLDERS' AND MEMBERS' CAPITALIZATION
Current liabilities
   Notes payable - Agrilink Foods                                                       $   114,800     $         0    $   103,700
   Current portion of debt - AgriFrozen Foods                                                     0               0         82,769
   Current portion of obligations under capital leases                                          316             316            218
   Current portion of long-term debt                                                         15,560          15,599         16,596
   Accounts payable                                                                          31,643         117,931         50,035
   Income taxes payable                                                                       6,596               0              0
   Accrued interest                                                                          11,640           9,253          9,193
   Accrued employee compensation                                                              9,031          10,081          9,189
   Other accrued expenses                                                                    52,493          49,345         68,763
   Dividends payable                                                                             12              36             13
   Amounts due Class A members                                                               23,891          17,983         33,689
                                                                                        -----------     -----------    -----------
           Total current liabilities                                                        265,982         220,544        374,165
Obligations under capital leases                                                                571             571            520
Long-term debt                                                                              629,419         631,128        637,304
Deferred tax liabilities                                                                     26,376          26,376         36,825
Other non-current liabilities                                                                28,492          29,417         33,928
Non-controlling interest in AgriFrozen Foods                                                      0               0          8,000
                                                                                        -----------     -----------    -----------
           Total liabilities                                                                950,840         908,036      1,090,742
                                                                                        -----------     -----------    -----------
Commitments and contingencies
Class B cumulative redeemable preferred stock liquidation preference $10 per
   share, authorized - 500,000 shares; issued and
     outstanding 25,847, 23,923, and 23,664 shares, respectively                                258             239            237
Class A common stock, par value $5, authorized 5,000,000 shares
                                                   December 29,   June 30,   December 23,
                                                      2001          2001        2000
                                                   ---------    ---------    ------------
   Shares issued                                   2,036,241    2,257,479     2,184,230
   Shares subscribed                                  60,676       97,243       189,786
                                                   ---------    ---------     ---------
           Total subscribed and issued             2,096,917    2,354,722     2,374,016
   Less subscriptions receivable in installments     (60,676)     (97,243)     (189,786)
                                                   ---------    ---------     ---------
           Total issued and outstanding            2,036,241    2,257,479     2,184,230      10,181          11,287         10,921
                                                   =========    =========     =========
Class B common stock, par value $5, authorized 2,000,000 shares;
   issued and outstanding 0, 723,229, and 723,229 shares, respectively                            0               0              0
Shareholders' and members' capitalization:
   Retained earnings allocated to members                                                    14,151          10,699         18,163
   Non-qualified allocation to members                                                            0               0            300
   Non-cumulative preferred stock, par value $25; authorized
     5,000,000 shares; issued and outstanding 32,308, 32,308,
       and 34,400 shares, respectively                                                          808             808            860
   Class A cumulative preferred stock, liquidation preference
     $25 per share; authorized 10,000,000 shares; issued and
       outstanding 4,495,443 , 4,495,443 , and 4,249,007 shares, respectively               112,386         112,386        106,225
   Special membership interests                                                                   0               0              0
   Earned surplus                                                                            21,371          17,851         27,642
   Accumulated other comprehensive income:
     Unrealized gain on hedging activity                                                        244             618            890
     Minimum pension liability adjustment                                                      (573)           (573)          (525)
                                                                                        -----------     -----------    -----------
           Total shareholders' and members' capitalization                                  148,387        141,789         153,555
                                                                                        -----------     -----------    -----------
           Total liabilities and capitalization                                         $ 1,109,666     $ 1,061,351    $ 1,255,455
                                                                                        ===========     ===========    ===========
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
Pro-Fac Cooperative, Inc. and Consolidated Subsidiary - Agrilink Foods, Inc.
Consolidated Statements of Cash Flows
(Dollars in Thousands)
(Unaudited)
                                                                                                       Six Months Ended
                                                                                              -------------------------------------
                                                                                              December 29,           December 23,
                                                                                                   2001                    2000
                                                                                              --------------         --------------
<S>                                                                                            <C>                    <C>
Cash flows from operating activities:
     Net income                                                                                $     12,578           $     8,458
     Estimated cash payment due to Class A members                                                   (1,151)                 (524)
     Adjustments to reconcile net income to net cash used in operating activities:
       Depreciation                                                                                 15,376                 16,275
       Amortization of goodwill and certain intangible assets                                          592                  4,964
       Amortization of debt issue costs, amendment costs, and
         discount on subordinated promissory notes                                                   2,790                  2,680
       Interest in-kind on subordinated promissory note                                                434                    814
       Equity in undistributed earnings of joint venture                                            (1,099)                (1,224)
       Change in assets and liabilities:
         Accounts receivable                                                                        (6,121)               (29,023)
         Inventories and prepaid manufacturing expenses                                            (56,148)               (55,718)
         Income taxes refundable                                                                       938                  8,358
         Accounts payable and other accrued expenses                                               (75,231)               (43,531)
         Amounts due to Class A members                                                              5,908                 11,993
         Other assets and liabilities, net                                                            (464)                (2,120)
                                                                                               -----------            -----------
Net cash used in operating activities                                                             (101,598)               (78,598)
                                                                                               -----------            -----------

Cash flows from investing activities:
     Purchase of property, plant and equipment                                                      (7,363)               (14,963)
     Proceeds from disposals                                                                            36                  5,072
     Proceeds from investment in CoBank                                                              2,665                  1,951
                                                                                               -----------            -----------
Net cash used in investing activities                                                               (4,662)                (7,940)
                                                                                               -----------            -----------

Cash flows from financing activities:
     Net proceeds from issuance of short-term debt                                                 114,800                101,900
     Payments on long-term debt                                                                     (3,047)                (8,932)
     Cash paid in conjunction with debt amendment                                                   (1,694)                (1,707)
     (Repurchases)/issuances of common stock, net                                                   (1,087)                   256
     Cash dividends paid                                                                            (4,455)                (4,210)
                                                                                               -----------            ------------
Net cash provided by financing activities                                                          104,517                 87,307
                                                                                               -----------            -----------
Net change in cash and cash equivalents                                                             (1,743)                   769
Cash and cash equivalents at beginning of period                                                     7,656                  4,994
                                                                                               -----------            -----------
Cash and cash equivalents at end of period                                                     $     5,913            $     5,763
                                                                                               ===========            ===========


<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</FN>
</TABLE>



<PAGE>


                            PRO-FAC COOPERATIVE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF ACCOUNTING POLICIES

The Cooperative:  Pro-Fac Cooperative, Inc. is an agricultural cooperative which
processes  and  markets  crops grown by its  members  through  its  wholly-owned
subsidiary Agrilink Foods, Inc. ("Agrilink Foods"), and until February 15, 2001,
through a former  subsidiary,  PF Acquisition  II, Inc. (PFII) in which it had a
controlling interest. Pro-Fac Cooperative, Inc. conducts business under the name
Agrilink  and  PFII  conducted   business  under  the  name   AgriFrozen   Foods
("AgriFrozen").  Agrilink  Foods  has  four  primary  product  lines  including:
vegetables,  fruits,  snacks,  and canned  meals.  The  majority  of each of the
product lines' net sales are within the United States.  In addition,  all of the
Cooperative's  operating  facilities,  excluding  one in Mexico,  are within the
United States.  Unless the context otherwise  requires,  the terms "Cooperative"
and "Pro-Fac" refer to Pro-Fac  Cooperative,  Inc. and its subsidiary,  Agrilink
Foods.

Basis  of  Presentation:   The  accompanying  unaudited  consolidated  financial
statements have been prepared in accordance with accounting principles generally
accepted  in the  United  States  of  America  ("GAAP")  for  interim  financial
information and with the instructions to Form 10-Q and Article 10 of Regulations
S-X.  Accordingly,  they do not include all of the information  required by GAAP
for complete financial statement presentation. In the opinion of management, all
adjustments  (consisting only of normal recurring  adjustments)  necessary for a
fair  presentation  of the results of operations  have been included.  Operating
results  for the three  months and six months  ended  December  29, 2001 are not
necessarily  the results to be expected  for other  interim  periods or the full
year.  These  financial  statements  should  be read  in  conjunction  with  the
financial   statements  and   accompanying   notes   contained  in  the  Pro-Fac
Cooperative, Inc. Form 10-K for the fiscal year ended June 30, 2001.

Consolidation: The consolidated financial statements include the Cooperative and
its  subsidiary,  Agrilink  Foods and until February 15, 2001,  AgriFrozen.  The
financial  statements are after  elimination of  intercompany  transactions  and
balances. Investments in affiliates owned more than 20 percent but not in excess
of 50 percent are recorded under the equity method of accounting.

Reclassification:  Certain  items for  fiscal  2001 have  been  reclassified  to
conform with the current period presentation.

New Accounting Pronouncements:  In June 2001, the Financial Accounting Standards
Board ("FASB") issued Statement of Financial  Accounting  Standard  ("SFAS") No.
142, "Goodwill and Other Intangible Assets." This statement is further disclosed
in NOTE 2 to the "Notes to Consolidated Financial Statements."

In April 2001, the Emerging Issues Task Force ("EITF") reached a final consensus
on Issue 00-25,  "Accounting  for  Consideration  from a Vendor to a Retailer in
Connection  with the  Purchase  or  Promotion  of the  Vendor's  Products."  The
consensus addresses the accounting treatment and income statement classification
for certain sales incentives,  including cooperative  advertising  arrangements,
buydowns,  and slotting fees.  Accordingly,  during the second quarter and first
six months of fiscal 2002,  promotions and slotting fees,  previously classified
as selling,  general,  and administrative  expense,  have been reclassified as a
reduction of gross sales.  Total promotions and slotting fees were $39.9 million
and $49.4 million in the second  quarter of fiscal 2002 and 2001,  respectively,
and $69.9  million and $80.6  million in the first six months of fiscal 2002 and
2001, respectively.  The adoption of EITF 00-25 did not impact the Cooperative's
profitability.

In July 2000,  the EITF  reached a consensus  on Issue  00-14,  "Accounting  for
Certain Sales Incentives." The consensus addresses the recognition, measurement,
and income statement  classification  for sales incentives that a company offers
to its customers. Accordingly, during the second quarter and first six months of
fiscal 2002,  coupon  expense,  previously  classified  as selling,  general and
administrative  expense, has been reclassified as a reduction of gross sales and
all prior  periods have also been  reclassified  to reflect  this  modification.
Coupon expense was $3.1 million and $2.7 million in the second quarter of fiscal
2002 and 2001, respectively,  and $4.8 million and $4.7 million in the first six
months of fiscal 2002 and 2001,  respectively.  The adoption of EITF Issue 00-14
did not impact the Cooperative's profitability.

NOTE 2. ACCOUNTING FOR GOODWILL AND INTANGIBLE ASSETS

In June 2001,  the FASB  issued  SFAS No. 142,  "Goodwill  and Other  Intangible
Assets." SFAS No. 142 addresses financial  accounting and reporting for acquired
goodwill  and  other  intangible  assets,  and is  effective  for  fiscal  years
beginning  after December 15, 2001,  with early adoption  permitted for entities
with fiscal  years  beginning  after  March 15,  2001.  Effective  July 1, 2001,
Agrilink  Foods  adopted  SFAS No. 142,  which  requires  that  goodwill  not be
amortized,  but instead be tested at least  annually for impairment and expensed
against  earnings  when the implied  fair value of a reporting  unit,  including
goodwill, is less than its carrying amount.

The Cooperative and its wholly owned subsidiary,  Agrilink Foods,  completed the
required  impairment  evaluation  of  goodwill  and other  intangible  assets in
conjunction  with its  adoption of SFAS No. 142 which  indicated  no  impairment
existed.
<PAGE>

As outlined in SFAS No. 142, certain  intangibles  with a finite life,  however,
are required to continue to be amortized.  The following schedule sets forth the
major classes of intangible assets held by the Cooperative:

<TABLE>
(Dollars in Thousands)
<CAPTION>

                                          December 29,        June 30,          December 23,
                                              2001              2001                2000
                                          ------------       ----------         ------------
<S>                                        <C>               <C>                 <C>
Amortized intangibles:
   Covenants not to compete                $    2,478        $    2,478          $   2,478
   Other                                       12,000            12,000             12,000
     Less:  accumulated amortization           (2,604)           (2,012)            (1,433)
                                           ----------        ----------          ---------
   Amortized intangibles, net                  11,874            12,466             13,045
Unamortized intangibles:
     Trademarks, net                          182,397           182,397            185,704
                                           ----------        ----------          ---------
Total intangible assets                    $  194,271        $  194,863          $ 198,749
                                           ==========        ==========          =========
</TABLE>

The  aggregate  amortization  expense  associated  with  intangible  assets  was
approximately  $0.3  million for the quarter  ended  December  29, 2001 and $0.6
million for the six months ended December 29, 2001.  The aggregate  amortization
expense for each of the five succeeding fiscal years is estimated as follows:

(Dollars in Thousands)

2003      $1,103
2004         915
2005         891
2006         891
2007         760

A reconciliation of reported net income adjusted to reflect the adoption of SFAS
No. 142 for the second quarter and six months ended December 29, 2001 is
provided below:
<TABLE>
                                                        Three Months Ended                         Six Months Ended
                                                -----------------------------------      ----------------------------------
                                                December 29,          December 23,        December 29,         December 23,
                                                     2001                 2000                2001                 2000
                                                ------------          ------------        -----------          ------------
(Dollars in Thousands)
<CAPTION>

<S>                                               <C>                  <C>                  <C>                <C>
Reported net income                               $  15,306            $   9,239            $ 12,578           $   8,458
Addback:  goodwill amortization (net of taxes)            0                1,585                   0               2,929
                                                  ---------            ---------            --------           ---------
Adjusted net income                               $  15,306            $  10,824            $ 12,578           $  11,387
                                                  =========            =========            ========           =========
</TABLE>

NOTE 3. AGREEMENTS WITH AGRILINK FOODS

The  contractual  relationship  between Pro-Fac and Agrilink Foods is defined in
the Pro-Fac Marketing and Facilitation  Agreement (the  "Agreement").  Under the
Agreement,  Agrilink Foods pays Pro-Fac the commercial  market value ("CMV") for
all crops supplied by Pro-Fac. CMV is defined as the weighted average price paid
by other commercial  processors for similar crops sold under preseason contracts
and in the open market in the same or  competing  market  area.  Although CMV is
intended  to be no more than the fair  market  value of the crops  purchased  by
Agrilink  Foods,  it may be more or less than the price Agrilink Foods would pay
in the open market in the absence of the Agreement.

Under  the  Agreement,  Agrilink  Foods  is  required  to have on its  board  of
directors  individuals  who are neither  members of nor affiliated  with Pro-Fac
("Disinterested Directors"). The number of Disinterested Directors must at least
equal the number of directors who are members of Pro-Fac. The volume and type of
crops to be purchased by Agrilink  Foods from Pro-Fac  under the  Agreement  are
determined  pursuant to its annual profit plan, which requires the approval of a
majority  of the  Disinterested  Directors.  In  addition,  in any year in which
Agrilink Foods has earnings on products which were processed from crops supplied
by Pro-Fac ("Pro-Fac  Products"),  Agrilink Foods pays to Pro-Fac, as additional
patronage income, up to 90 percent of such earnings, but in no case more than 50
percent of all pretax earnings of Agrilink Foods (before dividing with Pro-Fac).

In years in which Agrilink Foods has losses on Pro-Fac Products,  Agrilink Foods
reduces  the CMV it would  otherwise  pay to Pro-Fac by up to 90 percent of such
losses,  but in no case by more than 50 percent of all pretax losses of Agrilink
Foods (before  dividing with Pro-Fac).  Additional  patronage  income is paid to
Pro-Fac for services  provided to Agrilink  Foods,  including the provision of a
long

<PAGE>


term,  stable crop supply,  favorable payment terms for crops and the sharing of
risks in losses of certain  operations of the business.  Earnings and losses are
determined at the end of the fiscal year, but are accrued on an estimated  basis
during the year.  Under the Agreement,  Pro-Fac is required to reinvest at least
70 percent of the additional patronage income in Agrilink Foods.

Amounts  received  by  Pro-Fac  from  Agrilink  Foods for the six  months  ended
December  29, 2001 and  December 23, 2000  include:  commercial  market value of
crops delivered $66.6 million and $66.9 million,  respectively.  Pro-Fac's share
of earnings was $9.1 million and $6.3 million, respectively.

NOTE 4. INVENTORIES

The major classes of inventories are as follows:

(Dollars in Thousands)

                              December 29,      June 30,    December 23,
                                  2001           2001           2000
                              ------------    ----------    ------------

Finished goods                 $  363,190     $  279,991      $ 387,070
Raw materials and supplies         25,555         33,865         32,268
                               ----------     ----------      ---------
     Total inventories         $  388,745     $  313,856      $ 419,338
                               ==========     ==========      =========


NOTE 5. DEBT

<TABLE>
Summary of Long-Term Debt:

(Dollars in Thousands)
<CAPTION>
                                                                     December 29,        June 30,         December 23,
                                                                         2001              2001               2000
                                                                     ------------       -----------       ------------

<S>                                                                   <C>              <C>                 <C>
Term Loan Facility - Agrilink Foods                                   $  408,900       $   411,600         $  419,700
Term Loan Facility - AgriFrozen                                                0                 0             30,000
Senior Subordinated Notes                                                200,015           200,015            200,015
Subordinated Promissory Notes (net of discount) - Agrilink Foods          30,958            29,660             27,682
Subordinated Promissory Notes (net of discount) - AgriFrozen                   0                 0              4,769
Other debt - Agrilink Foods                                                5,106             5,452              6,503
Other debt - AgriFrozen                                                        0                 0             48,000
                                                                      ----------       -----------         ----------
     Total debt                                                          644,979           646,727            736,669
Less current portion                                                     (15,560)          (15,599)           (99,365)
                                                                      ----------       -----------         ----------
     Total long-term debt                                             $  629,419       $   631,128         $  637,304
                                                                      ==========       ===========         ==========
</TABLE>


Amendments  to  Agrilink  Foods'  Term Loan  Facility:  The term  loan  facility
contains  customary  covenants and  restrictions  on Agrilink  Foods' ability to
engage in certain activities,  including, but not limited to: (i) limitations on
the incurrence of indebtedness  and liens,  (ii)  limitations on  sale-leaseback
transactions,   consolidations,  mergers,  sale  of  assets,  transactions  with
affiliates  and  investments  and  (iii)  limitations  on  dividends  and  other
distributions.  The credit facility also contains covenants requiring Pro-Fac to
maintain a minimum level of consolidated EBITDA, a minimum consolidated interest
coverage  ratio, a minimum  consolidated  fixed charge coverage ratio, a maximum
consolidated leverage ratio, and a minimum level of consolidated net worth.

In August 2001,  Agrilink  Foods  negotiated an amendment to the  covenants.  In
conjunction  with this amendment,  Agrilink Foods incurred fees of approximately
$1.7 million.  This fee is being amortized over the remaining life of the credit
facility.  The  August  2001  amendment  imposes  contingent  fees and  possible
increases in interest rates under the credit facility if Agrilink Foods does not
raise equity and  deleverage its balance sheet or satsify  specified  EBITDA and
leverage ratio  requirements  within certain time frames.  To this end, Agrilink
Foods engaged a financial advisor to assist it in exploring various alternatives
responsive to the amendment,  including,  among other  possibilities,  a private
placement  of a  minimum  of $100  million  of  securities.  The  amount  of any
contingent  fees that may be imposed under the amendment is also impacted by the
EBITDA which Agrilink Foods achieves for its fiscal year ending in June 2002.

During  September 2000,  Agrilink Foods  negotiated a previous  amendment to the
credit facility.  This amendment  required a supplemental fee should a specified
coverage  ratio not be achieved  for the first  quarter of fiscal  2002.  During
September 2001, Agrilink Foods incurred a fee of $1.5 million.

<PAGE>

Pro-Fac and Agrilink Foods are in compliance  with all covenants,  restrictions,
and requirements under the terms of the Credit Facility as amended

NOTE 6: OPERATING SEGMENTS

The  Cooperative  is organized by product line for  management  reporting,  with
operating   income   being  the  primary   measure  of  segment   profitability.
Accordingly,  no items below operating  earnings are allocated to segments.  The
Cooperative's  four  primary  operating  segments  are as  follows:  vegetables,
fruits, snacks, and canned meals.

The  vegetable  product  line  consists of canned and frozen  vegetables,  chili
beans,  and  various  other  products.  Branded  products  within the  vegetable
category  include  Birds  Eye,  Birds  Eye  Voila!,  Birds Eye  Simply  Grillin,
Freshlike,  Veg-All,  McKenzies,  and Brooks Chili Beans. The fruit product line
consists of canned and frozen  fruits  including  fruit  fillings and  toppings.
Branded products within the fruit category include Comstock and Wilderness.  The
snack product line consists of potato chips,  popcorn and other corn-based snack
items.  Branded products within the snacks category include Tim's Cascade Chips,
Snyder of Berlin, Husman, La Restaurante,  Erin's, Beehive, Pops-Rite, Super Pop
and Flavor  Destinations.  The canned meal  product  line  includes  canned meat
products such as chilies,  stew, soups, and various other ready-to-eat  prepared
meals.  Branded  products within the canned meal category  include  Nalley.  The
Cooperative's other product line primarily  represents salad dressings.  Branded
products within the other category include Bernstein's and Nalley.

The following table illustrates the Cooperative's operating segment information:
<TABLE>
(Dollars in Millions)
<CAPTION>
                                                                          Three Months Ended             Six Months Ended
                                                                  ------------------------------   -------------------------------
                                                                  December 29,      December 23,    December 29,      December 23,
                                                                      2001              2000            2001              2000
                                                                  ------------      ------------    ------------       -----------
<S>                                                                  <C>              <C>              <C>              <C>
Net Sales:
   Vegetables                                                       $  210.7         $  236.4        $  387.2          $   426.7
   Fruits                                                               41.3             44.0            69.6               70.4
   Snacks                                                               21.8             22.2            44.2               44.7
   Canned Meals                                                         11.9             14.8            24.3               27.9
   Other                                                                 8.9              9.9            18.5               21.0
                                                                    --------         --------        --------          ---------
     Continuing segments                                               294.6            327.3           543.8              590.7
   Businesses closed1                                                    0.0             12.8             0.0               30.9
                                                                    --------         --------        --------          ---------
       Total                                                        $  294.6         $  340.1        $  543.8          $   621.6
                                                                    ========         =========        ========         =========

Operating income2:
   Vegetables3                                                      $   27.2         $   20.8        $   31.7          $    31.2
   Fruits                                                                8.7              7.5            12.9               11.4
   Snacks                                                                1.7              1.9             3.2                3.6
   Canned Meals                                                          2.2              2.2             4.4                4.7
   Other                                                                 0.9              0.4             1.8                1.2
                                                                    --------         --------        --------          ---------
     Continuing segments                                                40.7             32.8            54.0               52.1
   Businesses closed1                                                    0.0              2.2             0.0                4.5
Restructuring                                                           (1.6)             0.0            (2.7)               0.0
Gain on pension curtailment                                              0.0              0.0             2.5                0.0
                                                                    --------         --------        --------          ---------
Total consolidated operating income                                     39.1             35.0            53.8               56.6
Interest expense                                                       (16.5)           (22.4)          (35.7)             (44.0)
                                                                    --------         --------         --------         ---------
Income before taxes, dividends, and allocation of net proceeds      $   22.6         $   12.6        $   18.1          $    12.6
                                                                    ========         ========         ========         =========

<FN>
1    Represents net sales of operations no longer part of the Cooperative.

2    In accordance with SFAS No. 142, goodwill is no longer amortized.  Goodwill
     amortization  associated with the vegetable,  fruit, snacks,  canned meals,
     and other product lines for the quarter  ending  December 23, 2000 was $1.7
     million,  $0.1  million,  $.01  million,  $0.2  million,  and $0.2 million,
     respectively,  and $3.4 million,  $0.1 million, $0.2 million, $0.4 million,
     and $0.3 million, respectively for the six months ending December 23, 2000.

3    The  Cooperative's  investment  in Great  Lakes Kraut  Company  contributed
     earnings in the vegetable product line of $1.0 million and $0.9 million for
     the  three  months   ended   December  29,  2001  and  December  23,  2000,
     respectively,  and $1.2  million and $1.2  million for the six months ended
     December 29, 2001 and December 23, 2000, respectively.
</FN>
</TABLE>
<PAGE>
NOTE 7. SUBSIDIARY GUARANTORS

Kennedy  Endeavors,  Incorporated  and  Linden  Oaks  Corporation,  wholly-owned
subsidiaries  of Agrilink Foods  ("Subsidiary  Guarantors"),  and Pro-Fac,  have
jointly  and  severally,  fully  and  unconditionally  guaranteed,  on a  senior
subordinated  basis,  the obligations of Agrilink Foods with respect to Agrilink
Foods' 11-7/8 percent Senior  Subordinated  Notes due 2008 (the "Notes") and the
Credit  Facility.  The  covenants  in the Notes and the Credit  Facility  do not
restrict the ability of the Subsidiary  Guarantors to make cash distributions to
Agrilink Foods.

Presented below is condensed consolidating financial information for (i) Pro-Fac
Cooperative,  (ii) Agrilink  Foods,  (iii) the Subsidiary  Guarantors,  and (iv)
non-guarantor  subsidiaries  as of and for the six  months  and  quarters  ended
December 29, 2001 and December 23, 2000. The condensed  consolidating  financial
information  has been  presented to show the nature of assets  held,  results of
operations, and cash flow of the Cooperative and its guarantor and non-guarantor
subsidiaries  in accordance with  Securities and Exchange  Commission  Financial
Reporting Release No. 55.
<TABLE>

                                                                                 Balance Sheet
                                                                               December 29, 2001
                                            ------------------------------------------------------------------------------------
                                                Pro-Fac       Agrilink    Subsidiary   Non-Guarantor  Eliminating
                                              Cooperative    Foods, Inc.  Guarantors   Subsidiaries     Entries     Consolidated
                                            --------------   -----------  ----------   -------------  -----------   ------------

(Dollars in Thousands)

<S>                                            <C>          <C>           <C>          <C>            <C>            <C>
Assets
 Cash and cash equivalents                     $       0    $    5,429    $    157     $    327       $       0      $    5,913
 Accounts receivable, net                              0        96,694       2,849           70               0          99,613
 Inventories -
   Finished goods                                      0       362,684         224          282               0         363,190
   Raw materials and supplies                          0        24,834         568          153               0          25,555
                                               ---------      ----------  --------       ------       ---------      ----------
   Total inventories                                   0       387,518         792          435               0         388,745

 Other current assets                                  0        25,302         163          439               0          25,904
                                               ---------      ----------  --------       ------       ---------      ----------

   Total current assets                                0       514,943       3,961        1,271               0         520,175

 Property, plant and equipment, net                    0       289,736       4,092        3,515               0         297,343
 Investment in subsidiaries                      185,034       315,858           0            0        (500,892)              0
 Goodwill and other intangible assets, net             0        53,335     194,850            0               0         248,185
 Other assets                                         60        53,076     118,577            0        (127,750)         43,963
                                               ---------     ----------   ---------    --------       ---------     ----------

   Total assets                                $ 185,094    $1,226,948    $321,480     $  4,786       $(628,642)     $1,109,666
                                               =========    ==========    ========     ========       =========      ==========


Liabilities and Shareholders' Equity
 Notes payable                                 $       0    $  114,800    $      0    $       0       $       0      $  114,800
 Current portion of long-term debt                     0        15,560           0            0               0          15,560
 Accounts payable                                     91        30,135         894          523               0          31,643
 Accrued interest                                      0        11,640           0            0               0          11,640
 Intercompany loans                                    0           419        (271)        (148)              0               0
 Other current liabilities                        16,777        66,152       8,514          896               0          92,339
                                               ---------    ----------    --------     --------       ---------       ---------
   Total current liabilities                      16,868       238,706       9,137        1,271               0         265,982

 Long-term debt                                        0       629,419           0            0               0         629,419
 Other non-current liabilities                     9,400       173,789           0            0        (127,750)         55,439
                                               ---------    ----------    --------     --------       ---------       ---------

   Total liabilities                              26,268     1,041,914       9,137        1,271        (127,750)        950,840

 Class B cumulative preferred stock                  258             0           0            0               0             258
 Class A common stock                             10,181             0           0            0               0          10,181
 Shareholders' equity                            148,387       185,034     312,343        3,515        (500,892)        148,387
                                               --------     ---------     --------     --------       ---------      ----------

   Total liabilities and shareholders' equity  $ 185,094    $1,226,948    $321,480     $  4,786       $(628,642)     $1,109,666
                                               =========    ==========    ========     ========       =========      ==========
</TABLE>
<PAGE>
<TABLE>



                                                                              Statement of Operations
                                                                    For  the Six Months Ended December 29, 2001
                                                    ------------------------------------------------------------------------------
                                                      Pro-Fac      Agrilink    Subsidiary  Non-Guarantor Eliminating
                                                    Cooperative   Foods, Inc.  Guarantors  Subsidiaries    Entries    Consolidated
                                                    -----------   -----------  ----------  ------------- -----------  ------------
(Dollars in Thousands)

<S>                                                  <C>          <C>           <C>           <C>         <C>          <C>
Net sales                                            $     0      $ 535,761     $  8,020      $ 7,821     $  (7,821)   $ 543,781
Cost of sales                                              0       (421,770)      (5,478)      (7,631)        7,631     (427,248)
                                                     -------      ---------     --------      -------     ---------    ---------
Gross profit                                               0        113,991        2,542          190          (190)     116,533

Selling, administrative, and general expenses             (1)       (93,947)      (1,781)           0        31,962      (63,767)

Other (expense)/income                                     0           (150)      31,962          214       (32,176)        (150)
Income from joint venture                                  0          1,198            0            0             0        1,198
                                                     -------      ---------     ---------     -------     ----------   ---------
Operating (loss)/income before dividing with Pro-Fac      (1)        21,092       32,723          404          (404)      53,814

Interest (expense)/income                                  0        (40,976)       5,284            0             0      (35,692)
                                                     -------      ---------     ---------     -------     ---------    ---------
Pretax (loss)/income before dividing with Pro-Fac         (1)       (19,884)      38,007          404          (404)      18,122

Pro-Fac share of income                                9,062         (9,062)           0            0             0            0
                                                     -------       ---------    --------      -------     ---------    ---------
Income/(loss) before taxes                             9,061        (28,946)      38,007          404          (404)      18,122
Tax (provision)/benefit                               (1,559)         9,771      (13,503)        (253)            0       (5,544)
                                                     -------      ---------     --------      -------      --------    ---------
Net income/(loss)                                    $ 7,502      $ (19,175)    $ 24,504      $   151      $   (404)   $  12,578
                                                     =======      =========     ========       =======      ========    =========
</TABLE>
<TABLE>

                                                                          Statement of Operations
                                                                   For  the Quarter Ended December 29, 2001
                                                    ------------------------------------------------------------------------------
                                                      Pro-Fac      Agrilink    Subsidiary  Non-Guarantor Eliminating
                                                    Cooperative   Foods, Inc.  Guarantors  Subsidiaries    Entries    Consolidated
                                                    -----------   -----------  ----------  ------------- -----------  ------------
(Dollars in Thousands)
<CAPTION>

<S>                                                  <C>           <C>           <C>          <C>          <C>          <C>
Net sales                                            $     0       $ 290,774     $ 3,775      $ 5,255      $ (5,255)    $ 294,549
Cost of sales                                              0        (221,295)     (2,591)      (4,912)        4,912      (223,886)
                                                     -------       ---------     -------      -------      ----------   ---------
Gross profit                                               0          69,479       1,184          343          (343)       70,663
Selling, administrative, and general expenses             (1)        (48,667)     (1,054)           0        18,794       (30,928)

Other (expense)/income                                     0          (1,572)     18,794          192       (18,986)       (1,572)
Income from joint venture                                  0             950           0            0             0           950
                                                     -------       ---------     -------      -------      ---------    ----------
Operating income before dividing with Pro-Fac             (1)         20,190      18,924          535          (535)       39,113
Interest (expense)/income                                  0         (19,131)      2,652            0             0       (16,479)
                                                     -------       ----------    -------      -------      --------     ----------
Pretax (loss)/income before dividing with Pro-Fac         (1)          1,059      21,576          535          (535)       22,634
Pro-Fac share of income                               11,318         (11,318)          0            0             0             0
                                                     -------       ---------     -------      -------      --------     ---------
Income/(loss) before taxes                            11,317         (10,259)     21,576          535          (535)       22,634
Tax (provision)/benefit                               (2,349)          2,813      (7,666)        (126)            0        (7,328)
                                                     -------       ---------     -------      -------      --------     ---------
Net income/(loss)                                    $ 8,968       $  (7,446)    $13,910      $   409      $   (535)    $  15,306
                                                     =======       =========     =======      =======      ========     =========
</TABLE>
<PAGE>
<TABLE>


                                                                                   Statement of Cash Flows
                                                                         For the Six Months Ended December 29, 2001
                                                           -------------------------------------------------------------------------
                                                             Pro-Fac    Agrilink   Subsidiary Non-Guarantor Eliminating
                                                           Cooperative Foods, Inc. Guarantors Subsidiaries    Entries   Consolidated
                                                           ----------- ----------- ---------- ------------- ----------- ------------

(Dollars in Thousands)

<S>                                                          <C>       <C>          <C>           <C>          <C>       <C>
Net income/(loss)                                            $ 7,502   $ (19,175)   $ 24,504      $  151       $(404)    $  12,578
Adjustments to reconcile net income/(loss) to net
   cash provided by/(used in) operating activities -
     Estimated cash payments due to class A members           (1,151)          0           0           0           0        (1,151)
     Depreciation                                                  0      14,952         272         152           0        15,376
     Amortization of goodwill and certain intangible assets        0         217         375           0           0           592
     Amortization of debt issue costs, amendment costs,
       and discount on subordinated promissory note                0       2,790           0           0           0         2,790
     Interest-in-kind on subordinated promissory note              0         434           0           0           0           434
     Equity in undistributed earnings of joint venture             0      (1,099)          0           0           0        (1,099)
     Change in working capital                                  (809)   (105,723)    (25,015)         25         404      (131,118)
                                                            --------   ---------    --------      ------       -----     ---------
Net cash provided by/(used in) operating activities            5,542    (107,604)        136         328           0      (101,598)

Cash flows from investing activities:
   Purchase of property, plant, and equipment                     0       (7,351)          0         (12)          0        (7,363)
   Proceeds from disposals                                        0           36           0           0           0            36
   Proceeds from investment in CoBank                             0        2,665           0           0           0         2,665
                                                           --------    --------     --------      ------       -----     ----------
Net cash used in investing activities                             0       (4,650)          0         (12)          0        (4,662)

Cash flows from financing activities:
   Net proceeds from issuance of short-term debt                  0      114,800           0           0           0       114,800
   Payments on long-term debt                                     0       (3,047)          0           0           0        (3,047)
   Cash paid for debt amendments                                  0       (1,694)          0           0           0        (1,694)
   Repurchase of common stock                                (1,087)           0           0           0           0        (1,087)
   Cash dividends paid                                       (4,455)           0           0           0           0        (4,455)
                                                           --------    ---------    --------      ------       -----     ---------

Net cash (used in)/provided by financing activities          (5,542)     110,059           0           0           0       104,517
Net change in cash and cash equivalents                           0       (2,195)        136         316           0        (1,743)
Cash and cash equivalents at beginning of period                  0        7,624          21          11           0         7,656
                                                           --------    ----------   --------      ------       -----     ---------
Cash and cash equivalents at end of period                 $      0    $   5,429    $    157      $  327       $   0     $   5,913
                                                           ========    =========    ========      ======       =====     =========
</TABLE>



<PAGE>
<TABLE>
                                                                                     Balance Sheet
                                                                                  December 23, 2000
                                                          -------------------------------------------------------------------------
                                                            Pro-Fac    Agrilink   Subsidiary Non-Guarantor Eliminating
                                                          Cooperative Foods, Inc. Guarantors Subsidiaries    Entries   Consolidated
                                                          ----------- ----------- ---------- ------------- ----------- ------------
(Dollars in Thousands)
<CAPTION>
<S>                                                       <C>         <C>           <C>         <C>          <C>         <C>
Assets
   Cash and cash equivalents                              $       0   $    4,893    $     144   $    726     $       0   $    5,763
   Accounts receivable, net                                       0      132,053        2,473      7,031          (981)     140,576
   Inventories -
     Finished goods                                               0      330,912          371     55,787             0      387,070
     Raw materials and supplies                                   0       28,340          487      3,441             0       32,268
                                                          ---------   ----------    ---------   --------     ---------   ----------
       Total inventories                                          0      359,252          858     59,228             0      419,338

   Other current assets                                       2,135       35,698           90      2,058          (375)      39,606
                                                          ---------   ----------    ---------   --------     ---------   ----------

       Total current assets                                   2,135      531,896        3,565     69,043        (1,356)     605,283

   Property, plant and equipment, net                             0      302,678        3,112     34,069             0      339,859
   Investment in subsidiaries                               183,693      322,742            0          0      (506,435)           0
   Goodwill and other intangible assets, net                      0       49,093      204,587          0             0      253,680
   Other assets                                                  59       59,636      117,536      6,145      (126,743)      56,633
                                                          ---------   ----------     --------   --------     ----------  ----------

       Total assets                                       $ 185,887   $1,266,045     $328,800   $109,257     $(634,534)  $1,255,455
                                                          =========   ==========     ========   ========     =========   ==========

Liabilities and Shareholders' Equity
   Notes payable                                          $       0   $  103,700     $      0   $      0     $       0   $  103,700
   Current portion of long-term debt - Agrilink Foods             0       16,596            0          0             0       16,596
   Current portion of long-term debt - AgriFrozen Foods           0            0            0     82,769             0       82,769
   Accounts payable                                              33       45,031        1,279      4,673          (981)      50,035
   Accrued interest                                               0        7,194            0      1,999             0        9,193
   Intercompany loans                                             0       (1,242)         456        786             0            0
   Other current liabilities                                  7,178       93,716        7,643      3,710          (375)     111,872
                                                          ---------   ----------     --------   --------     ---------   ----------
       Total current liabilities                              7,211      264,995        9,378     93,937        (1,356)     374,165

   Long-term debt                                                 0      637,304            0          0             0      637,304
   Other non-current liabilities                             13,963      180,053            0     12,000      (126,743)      79,273
                                                          ---------   ----------     --------   --------     ---------   ----------

       Total liabilities                                     21,174    1,082,352        9,378    105,937      (128,099)   1,090,742

   Class B cumulative redeemable preferred stock                237            0            0          0             0          237
   Class A common stock                                      10,921            0            0          0             0       10,921

   Shareholders' equity                                     153,555      183,693      319,422      3,320      (506,435)     153,555
                                                          ---------   ----------     --------   --------     ---------   ----------

       Total liabilities and shareholders' equity         $ 185,887    $1,266,045    $328,800   $109,257     $(634,534)  $1,255,455
                                                          =========    ==========    ========   ========     =========   ==========
</TABLE>
<TABLE>
                                                                                   Statement of Operations
                                                                         For the Six Months Ended December 23, 2000
                                                          -------------------------------------------------------------------------
                                                            Pro-Fac    Agrilink   Subsidiary Non-Guarantor Eliminating
                                                          Cooperative Foods, Inc. Guarantors Subsidiaries    Entries   Consolidated
                                                          ----------- ----------- ---------- ------------- ----------- ------------
(Dollars in Thousands)
<CAPTION>
<S>                                                         <C>       <C>           <C>         <C>         <C>          <C>
Net sales                                                   $     0   $ 582,836     $  7,885    $ 59,857    $(28,949)    $ 621,629
Cost of sales                                                     0    (474,443)      (4,827)    (60,883)     35,782      (504,371)
                                                            -------   ---------     --------    --------    --------     ---------
Gross profit                                                      0     108,393        3,058      (1,026)      6,833       117,258
Selling, administrative, and general expenses                   (10)    (92,127)      (1,383)     (1,380)     32,981       (61,919)
Other income                                                      0           0       32,981         441     (33,422)            0
Income from joint venture                                         0       1,224            0           0           0         1,224
                                                            -------   ---------     --------    --------    --------     ---------
Operating (loss)/income before dividing with Pro-Fac            (10)     17,490       34,656      (1,965)      6,392        56,563
Interest (expense)/income                                         0     (43,916)       4,428      (4,453)          0       (43,941)
                                                            -------   ---------     --------    --------    --------     ---------
Pretax (loss)/income before dividing with Pro-Fac               (10)    (26,426 )     39,084      (6,418)      6,392        12,622
Pro-Fac share of income                                       6,316      (6,316)           0           0           0             0
                                                            -------   ---------     --------    ---------   ---------    ----------
Income/(loss) before taxes                                    6,306     (32,742)      39,084      (6,418)      6,392        12,622
Tax (provision)/benefit                                      (1,473)     11,602      (14,057)       (236)          0        (4,164)
                                                            -------   ---------     --------    ---------   --------     ---------
Net income/(loss)                                           $ 4,833   $ (21,140)    $ 25,027    $ (6,654)   $  6,392     $   8,458
                                                            =======   =========     =========   =========   ========     =========
</TABLE>
<PAGE>
<TABLE>
                                                                                  Statement of Operations
                                                                          For the Quarter Ended December 23, 2000
                                                          -------------------------------------------------------------------------
                                                            Pro-Fac    Agrilink   Subsidiary Non-Guarantor Eliminating
                                                          Cooperative Foods, Inc. Guarantors Subsidiaries    Entries   Consolidated
                                                          ----------- ----------- ---------- ------------- ----------- ------------
(Dollars in Thousands)
<CAPTION>

<S>                                                        <C>         <C>          <C>        <C>          <C>          <C>
Net sales                                                  $    0      $ 323,606    $ 3,724    $ 33,834     $(21,058)    $ 340,106
Cost of sales                                                   0       (262,841)    (2,323)    (33,872)      23,702      (275,334)
                                                           ------       --------    -------    --------     --------     ---------
Gross profit                                                    0         60,765      1,401         (38)       2,644        64,772
Selling, administrative, and general expenses                  (2)       (49,813)      (660)       (487)      20,216       (30,746)
Other income                                                    0              0     20,216         416      (20,632)            0
Income from joint venture                                       0            949          0           0            0           949
                                                           ------      ---------    -------    --------     --------     ---------
Operating (loss)/income before dividing with Pro-Fac           (2)        11,901     20,957        (109)       2,228        34,975
Interest (expense)/income                                       0        (22,728)     2,458      (2,145)           0       (22,415)
                                                           ------       --------    -------    --------     --------     ---------
Pretax (loss)/income before dividing with Pro-Fac              (2)       (10,827)    23,415      (2,254)       2,228        12,560
Pro-Fac share of income                                     6,281         (6,281)         0           0            0             0
                                                           ------      ---------    -------    --------     --------     ---------
Income/(loss) before taxes                                  6,279        (17,108)    23,415      (2,254)       2,228        12,560
Tax (provision)/benefit                                      (643)         5,862     (8,424)       (116)           0        (3,321)
                                                           ------      ---------    -------    --------     --------     ---------
Net income/(loss)                                          $5,636      $ (11,246)   $14,991    $ (2,370)    $  2,228     $   9,239
                                                           ======      =========    =======    ========     ========     =========
</TABLE>
<TABLE>
                                                                                 Statement of Cash Flows
                                                                       For  the Six Months Ended December 23, 2000
                                                          -------------------------------------------------------------------------
                                                            Pro-Fac    Agrilink   Subsidiary Non-Guarantor Eliminating
                                                          Cooperative Foods, Inc. Guarantors Subsidiaries    Entries   Consolidated
                                                          ----------- ----------- ---------- ------------- ----------- ------------
(Dollars in Thousands)
<S>                                                        <C>         <C>         <C>          <C>           <C>         <C>
Net income/(loss)                                          $ 4,833     $(21,140)   $ 25,027     $ (6,654)     $ 6,392     $   8,458
Adjustments to reconcile net income/(loss) to net
   cash provided by/(used in) operating activities -
     Estimated cash payments due to Class A members           (524)           0           0            0            0          (524)
     Depreciation                                                0       14,793         298        1,184            0        16,275
     Amortization of goodwill and certain intangible assets      0        1,311       3,653            0            0         4,964
     Amortization of debt issue costs, amendment costs,
       and discount on subordinated promissory note              0        2,404           0          276            0         2,680
     Interest-in-kind on subordinated promissory note            0          814           0            0            0           814
     Equity in undistributed earnings of joint venture           0       (1,224)          0            0            0        (1,224)
     Change in working capital                                (355)     (78,864)    (27,529)       3,099       (6,392)     (110,041)
                                                          --------     --------    --------     --------      -------     ---------
Net cash provided by/(used in) operating activities          3,954      (81,906)      1,449       (2,095)           0       (78,598)

Cash flows from investing activities:
   Purchase of property, plant, and equipment                    0      (12,363)     (1,514)      (1,086)           0       (14,963)
   Proceeds from disposals                                       0        5,065           0            7            0         5,072
   Proceeds from investment in CoBank                            0        1,951           0            0            0         1,951
                                                           -------     --------    --------     --------      -------     ----------
Net cash used in investing activities                            0       (5,347)     (1,514)      (1,079)           0        (7,940)

Cash flows from financing activities:
   Net proceeds from issuance of short-term debt                 0       98,000           0        3,900            0       101,900
   Payments on long-term debt                                    0       (8,932)          0            0            0        (8,932)
   Cash paid for debt amendments                                 0       (1,707)          0            0            0        (1,707)
   Issuance of common stock, net                               256            0           0            0            0           256
   Cash dividends paid                                      (4,210)           0           0            0            0        (4,210)
                                                           -------     --------    --------     ---------     -------     ---------
Net cash (used in)/provided by financing activities         (3,954)      87,361           0        3,900                     87,307
Net change in cash and cash equivalents                          0          108         (65)         726            0           769
Cash and cash equivalents at beginning of period                 0        4,785         209            0            0         4,994
                                                           -------     --------    --------     --------      -------     ---------
Cash and cash equivalents at end of period                 $     0     $  4,893    $    144     $    726      $     0     $   5,763
                                                          ========     ========    ========     ========      =======     =========
</TABLE>
NOTE 8. OTHER MATTERS

Restructuring: On June 23, 2000, Agrilink Foods sold its pickle business to Dean
Pickle and Specialty Product Company. As part of the transaction, Agrilink Foods
had agreed to contract pack Nalley and Farman's  pickle products for a period of
two years,  ending June 2002. In  anticipation of the completion of this co-pack
contract,  Agrilink Foods initiated  restructuring  activities for approximately
140  employees  in that  facility  located  in  Tacoma,  Washington.  The  total
restructuring  charge  amounted to $1.1 million and was  primarily  comprised of
employee termination benefits. The majority of such termination benefits will be
liquidated during the next 9 months.

In addition,  on October 12, 2001,  Agrilink Foods announced a further reduction
of  approximately  7  percent  of  its  nationwide  workforce,  for a  total  of
approximately  300  positions.  The  reductions  are part of an ongoing focus on
low-cost operations and include
<PAGE>
both salaried and hourly positions. In conjunction with the reductions, Agrilink
Foods recorded a charge against  earnings of  approximately  $1.6 million in the
second  quarter  of  fiscal  2002,  primarily  comprising  employee  termination
benefits.   Reductions  in  personnel  include  operational  and  administrative
positions,  and net of the restructuring  charge, are expected to improve fiscal
2002 earnings by approximately $5.0 million. Of this charge,  approximately $0.7
million has been  liquidated  and the  remaining  termination  benefits  will be
liquidated during the next 9 months.

Gain from Pension  Curtailment:  During September 2001,  Agrilink Foods made the
decision to freeze benefits provided under its Master Salaried  Retirement Plan.
Under  the  provisions  of  SFAS  No.  88,   "Accounting   for  Settlements  and
Curtailments of Defined  Benefit  Pension Plans and for  Termination  Benefits,"
these  benefit  changes  resulted  in  the  recognition  of a $2.5  million  net
curtailment gain.

Legal  Proceedings:  On September  25, 2001,  in the circuit  court of Multnomah
County,  Oregon,  Blue Line Farms commenced a class action suit against Agrilink
Foods, Pro-Fac Cooperative, Inc., Mr. Mike Shelby, and "Does" 1-50, representing
directors, officers, and agents of the corporate defendants.

The complaint alleges (i) fraud in operating AgriFrozen,  a former subsidiary of
Pro-Fac; (ii) breach of fiduciary duty in operating AgriFrozen;  (iii) negligent
misrepresentation  in  operating  AgriFrozen;  (iv) breach of  contract  against
Pro-Fac;  (v)  breach  of good  faith and fair  dealing  against  Pro-Fac;  (vi)
conversion  against Pro-Fac and Agrilink Foods;  (vii) intentional  interference
with a contract against  Agrilink Foods; and (viii) statutory Oregon  securities
law violations against Pro-Fac and separately against Mr. Shelby.

The relief  sought  includes  (i) a demand for an  accounting;  (ii)  injunctive
relief to compel the disclosure of documents;  (iii) certification of the class;
(iv) damages of $50 million;  (v) prejudgment and  post-judgment  interest;  and
(vi) an award of costs and expenses including expert fees and attorney's fees.

Management  believes this case is without merit and intends to defend vigorously
its position.

Dividends:  Subsequent to quarter end, the Cooperative  declared a cash dividend
of $.43 per share on the Class A Cumulative  Preferred  Stock.  These  dividends
approximate $1.9 million and were paid on January 31, 2002.

               CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

From time to time, the  Cooperative  makes oral and written  statements that may
constitute  "forward-looking  statements"  as defined in the Private  Securities
Litigation  Reform Act of 1995 (the  "Act") or by the  Securities  and  Exchange
Commission  ("SEC") in its rules,  regulations,  and releases.  The  Cooperative
desires  to  take  advantage  of the  "safe  harbor"  provisions  in the Act for
forward-looking  statements made from time to time,  including,  but not limited
to, the forward-looking information contained in the Management's Discussion and
Analysis of Financial  Condition and Results of Operations and other  statements
made in this Form 10-Q and in other filings with the SEC.

The Cooperative cautions readers that any such  forward-looking  statements made
by  or  on  behalf  of  the  Cooperative  are  based  on  management's   current
expectations  and beliefs but are not guarantees of future  performance.  Actual
results  could  differ  materially  from  those  expressed  or  implied  in  the
forward-looking statements. Factors that could impact the Cooperative follow:

|X|  the impact of strong competition in the food industry;

|X|  the impact of changes in consumer demand;

|X|  the impact of weather on the volume and quality of raw product;

|X|  the  inherent  risks  in  the  marketplace   associated  with  new  product
     introductions, including uncertainties about trade and consumer acceptance;

|X|  the  continuation of the  Cooperative's  success in integrating  operations
     (including the  realization of anticipated  synergies in operations and the
     timing of any such  synergies),  and the  availability  of acquisition  and
     alliance opportunities;


<PAGE>

|X|  the Cooperative's ability to achieve gains in productivity and improvements
     in capacity utilization; and

|X|  the Cooperative's ability to service debt.

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The purpose of this discussion is to outline the significant reasons for changes
in  the  unaudited  Consolidated  Statement  of  Operations,  Net  Proceeds  and
Comprehensive  Income in the second  quarter and first six months of fiscal 2002
versus such periods in fiscal 2001.

Pro-Fac  Cooperative,  Inc.'s  ("Pro-Fac"  or  the  "Cooperative")  wholly-owned
subsidiary,  Agrilink Foods,  Inc.  ("Agrilink  Foods") has four primary product
lines including:  vegetables,  fruits,  snacks and canned meals. The majority of
each of the product lines' net sales are within the United States.  In addition,
all of the  Cooperative's  operating  facilities,  excluding one in Mexico,  are
within the United States.

The  vegetable  product  line  consists of canned and frozen  vegetables,  chili
beans,  and  various  other  products.  Branded  products  within the  vegetable
category  include  Birds  Eye,  Birds Eye  Voila!,  Birds Eye  Simply  Grillin',
Freshlike,  Veg-All,  McKenzies,  and Brooks Chili Beans. The fruit product line
consists of canned and frozen  fruits  including  fruit  fillings and  toppings.
Branded products within the fruit category include Comstock and Wilderness.  The
snack product line consists of potato chips,  popcorn and other corn-based snack
items.  Branded  products within the snack category include Tim's Cascade Chips,
Snyder of Berlin, Husman, La Restaurante, Erin's, Beehive, Pops-Rite, Super Pop,
and Flavor  Destinations.  The canned meal  product  line  includes  canned meat
products such as chilies,  stews, soups, and various other ready-to-eat prepared
meals.  Branded  products within the canned meal category  include  Nalley.  The
Cooperative's  other product line primarily  represents salad  dressings.  Brand
products within this category include Bernstein's, and Nalley.

The following  tables  illustrate  the results of operations by product line for
the three and six months ended December 29, 2001 and December 23, 2000.

<TABLE>
EBITDA1,2

(Dollars in Millions)
<CAPTION>

                                 Three Months Ended                               Six Months Ended
                     ------------------------------------------      -------------------------------------------
                         December 29,           December 23,            December 29,             December 23,
                             2001                  2000                     2001                     2000
                     -------------------     ------------------      -------------------     -------------------
                                  % of                    % of                    % of                     % of
                         $        Total          $        Total          $        Total          $         Total
                     ----------  --------    ----------  ------      ----------  --------    ----------   ------

<S>                  <C>          <C>        <C>           <C>       <C>           <C>        <C>          <C>
Vegetables           $ 33.0       67.8%      $  28.3       62.1%     $   43.1      61.7%      $ 46.1       59.3%
Fruits                  9.9       20.3           8.1       17.8          15.2      21.7         12.7       16.3
Snacks                  2.3        4.7           2.8        6.1           4.5       6.4          5.6        7.2
Canned Meals            2.4        4.9           2.7        5.9           4.8       6.9          5.5        7.1
Other                   1.1        2.3           1.0        2.2           2.3       3.3          2.4        3.0
                     ------      -----       -------      -----      --------     -----       ------      -----
Continuing segments    48.7      100.0          42.9       94.1          69.9     100.0         72.3       92.9
Businesses closed3      0.0        0.0           2.7        5.9           0.0       0.0          5.5        7.1
                     ------      -----       -------      -----      --------     -----       ------      -----
     Total           $ 48.7      100.0%      $  45.6      100.0%     $   69.9     100.0%      $ 77.8      100.0%
                     ======      =====       =======      =====      ========     =====       ======      =====
<FN>

1    Earnings before interest, taxes, depreciation,  and amortization ("EBITDA")
     is defined as the sum of pretax income before dividends,  allocation of net
     proceeds,  interest expense,  depreciation and amortization of goodwill and
     other intangibles.

     EBITDA  should not be considered  as an  alternative  to net income or cash
     flows from operations or any other generally accepted accounting principles
     measure of performance or as a measure of liquidity.

     EBITDA is included  herein  because the  Cooperative  believes  EBITDA is a
     financial  indicator of a Cooperative's  ability to service debt. EBITDA as
     calculated by the  Cooperative  may not be comparable  to  calculations  as
     presented by other companies.

2    Excludes gain from pension curtailment and restructuring charges.

3    Represents  the  operating  results  of  operations  no longer  part of the
     Cooperative.
</FN>
</TABLE>



<PAGE>


<TABLE>
Net Sales

(Dollars in Millions)
<CAPTION>
                                  Three Months Ended                               Six Months Ended
                      ------------------------------------------      -------------------------------------------
                          December 29,           December 23,            December 29,             December 23,
                              2001                  2000                     2001                     2000
                      -------------------     ------------------      -------------------     -------------------
                                  % of                     % of                   % of                     % of
                         $        Total          $        Total          $        Total          $         Total
                     --------    -------     --------     ------      -------    -------     --------      -----

<S>                   <C>          <C>        <C>           <C>       <C>           <C>        <C>          <C>
Vegetables            $210.7       71.6%      $ 236.4       69.5%     $  387.2      71.2%      $426.7       68.8%
Fruits                  41.3       14.0          44.0       12.9          69.6      12.8         70.4       11.3
Snacks                  21.8        7.4          22.2        6.5          44.2       8.1         44.7        7.2
Canned Meals            11.9        4.0          14.8        4.4          24.3       4.5         27.9        4.5
Other                    8.9        3.0           9.9        2.9          18.5       3.4         21.0        3.4
                      ------      -----       -------      -----      --------     -----       ------      -----
Continuing segments    294.6      100.0         327.3       96.2         543.8     100.0        590.7       95.2
Businesses closed1       0.0        0.0          12.8        3.8           0.0       0.0         30.9        4.8
                      ------      -----       -------      -----      --------     -----      -------      -----
     Total            $294.6      100.0%      $ 340.1      100.0%     $  543.8     100.0%     $ 621.6      100.0%
                      ======      =====       =======      =====      ========     =====      =======      =====

<FN>
1  Represents net sales of operations no longer part of the Cooperative.
</FN>
</TABLE>
<TABLE>
Operating Income1,2

(Dollars in Millions)
<CAPTION>
                                Three Months Ended                                Six Months Ended
                     ------------------------------------------      -------------------------------------------
                         December 29,           December 23,            December 29,             December 23,
                             2001                  2000                     2001                     2000
                     -------------------     ------------------      -------------------     -------------------
                                  % of                    % of                    % of                   % of
                         $        Total          $        Total          $        Total          $       Total
                     --------    -------     --------     ------     ---------   -------     --------    ------
<S>                  <C>          <C>        <C>           <C>       <C>           <C>        <C>          <C>
Vegetables           $ 27.2       66.8%      $  20.8       59.5%     $   31.7      58.8%      $ 31.2       55.1%
Fruits                  8.7       21.4           7.5       21.4          12.9      23.9         11.4       20.1
Snacks                  1.7        4.2           1.9        5.4           3.2       5.9          3.6        6.4
Canned Meals            2.2        5.4           2.2        6.3           4.4       8.1          4.7        8.3
Other                   0.9        2.2           0.4        1.1           1.8       3.3          1.2        2.1
                     ------      -----       -------      -----      --------     -----       ------      -----
Continuing segments    40.7      100.0          32.8       93.7          54.0     100.0         52.1       92.0
Businesses closed3      0.0        0.0           2.2        6.3           0.0       0.0          4.5        8.0
                     ------      -----       -------      -----      --------     -----       ------      -----
     Total           $ 40.7      100.0%      $  35.0      100.0%     $   54.0     100.0%      $ 56.6      100.0%
                     ======      =====       =======      =====      ========     =====       ======      =====
<FN>
1    Excludes gain from pension curtailment and restructuring charges.

2    In accordance with SFAS No. 142, goodwill is no longer amortized.  Goodwill
     amortization  associated with the vegetable,  fruit, snacks,  canned meals,
     and other product lines for the quarter  ending  December 23, 2000 was $1.7
     million,  $0.1  million,  $0.1  million,  $0.2  million,  and $0.2 million,
     respectively,  and $3.4 million,  $0.1 million, $0.2 million, $0.4 million,
     and $0.3 million, respectively for the six months ending December 23, 2000.

3    Represents  the  operating  results  of  operations  no longer  part of the
     Cooperative.
</FN>
</TABLE>
      CHANGES FROM SECOND QUARTER FISCAL 2001 TO SECOND QUARTER FISCAL 2002

Excluding  the  restructuring  charge (net of taxes) in fiscal 2002,  net income
increased $7.1 million from the second quarter of fiscal 2001.  During this same
period, EBITDA,  excluding  non-recurring items, increased $5.8 million, or 13.5
percent.  The  positive  results  in the  second  quarter  of  fiscal  2002 were
primarily  attributable to recently implemented price increases and improvements
achieved in  production  costs.  EBITDA  was,  however,  negatively  impacted by
additional  warehousing costs due to an increase in inventory levels.  Net sales
declined  $32.7 million or 10.0 percent  during this same period,  of which $8.4
million is  associated  with a co-pack  agreement  for canned  vegetables in the
Midwest.  Excluding this co-pack  agreement,  Agrilink Foods' net sales declined
$24.3 million due primarily to overall market declines and increased competitive
activity in the frozen vegetable  category.  The total frozen vegetable category
for the 12-week period ending January 6, 2002 showed a decline of  approximately
8 percent. Agrilink Foods' overall market share for the second quarter, however,
only showed a decline of 0.1 points. Agrilink Foods estimates its overall market
share
<PAGE>


for the 12-week period ending  January 6, 2002 for frozen  vegetables to be 31.7
percent.  Agrilink  Foods'  overall  market share  includes  branded retail unit
sales, as reported by Information Resources,  Inc., and management's estimate of
Agrilink  Foods'  private label share based upon factory  shipments.  A detailed
accounting  of the  significant  reasons  for changes in net sales and EBITDA by
product line follows.

EBITDA for the  vegetable  product line  increased  $4.7 million or 16.6 percent
during the second  quarter of fiscal 2002.  This  improvement  in  profitability
results  from  management's  focus on  pricing  improvement  and  reductions  in
production  costs.   Vegetable  net  sales,   excluding  the  co-pack  agreement
highlighted above, have, however,  decreased $17.3 million in the second quarter
of fiscal 2002 as compared to the prior year. Management attributes this decline
to overall market declines and competitive actions.

Within the branded category, the launch of Birds Eye Simply Grillin', a seasoned
blend of top quality  Birds Eye  vegetables  in a foil tray,  accounted for $1.5
million of  increased  net  sales.  In  addition,  net sales of Birds Eye frozen
vegetables increased  approximately $1.2 million.  However, these increases were
offset by declines of $5.9 million in Agrilink Foods'  regional  branded product
lines due to competitive pressures and overall declines in the vegetable market.

In addition,  branded vegetable net sales were impacted by Agrilink Foods' Birds
Eye Voila!  product line which decreased $4.8 million over the second quarter of
fiscal 2001.  While Birds Eye Voila!  gained 0.4 market share points  during the
12-week  period  ending  December 30, 2001,  this growth was not  sufficient  to
offset  declines of  approximately  26 percent within the home meal  replacement
category.  Management  has initiated  actions to address this decline during the
second half of the year.

Non-branded  vegetable net sales were impacted by a price  increase in the first
quarter of fiscal 2002 executed to offset  industry-wide  cost  increases.  This
price increase resulted in a loss of volume during the first and second quarters
in the non-branded portion of the business.  Subsequent to Agrilink Foods' price
increase, several competitors have followed similar pricing structures.

EBITDA for the fruit product line  increased $1.8 million or 22.2 percent during
the second  quarter of fiscal  2002.  This  improvement  in  profitability  also
results from efforts focused on pricing  initiatives and actions taken to reduce
product  costs.  Fruit net sales have,  however,  decreased  $2.7 million or 6.1
percent  attributable  to volume  declines  in  branded  pie  filling  offset by
increases in co-pack pie filling sales.

Net sales for the snack product line showed a modest decline of $0.4 million, or
1.8 percent. Improvements in net sales within the potato chip category were $0.6
million, while the popcorn product line decreased $1.0 million.  EBITDA declined
$0.5 million or 17.9 percent.  The popcorn  category  continues to be negatively
impacted  by  competitive  pressures  and changes in product  mix. In  addition,
EBITDA of the potato chip category was negatively  affected by costs  associated
with expansion into new markets and additional  manufacturing  costs  associated
with the  transition of Tim's  Cascade Style Potato Chips to a larger  facility.
The additional  costs associated with the transition to the new facility are not
expected to continue during the second half of fiscal 2002.

Net sales for canned meals decreased $2.9 million, or 19.6 percent, while EBITDA
decreased  $0.3  million,  or 11.1  percent.  These  reductions  are a result of
declines in volume offset by improvements in pricing and production costs.

The  other  product  line  EBITDA,  primarily  represented  by salad  dressings,
increased $0.1 million or 10.0 percent.  EBITDA benefited from reductions in raw
product costs, including oil. Net sales, however, decreased $1.0 million or 10.1
percent due to competitive  activity in the dressing  category caused by actions
of one  competitor  that has  discontinued  its entire  line.  While this action
negatively  impacts  short-term  sales,  it is expected  to create  distribution
opportunities and positively impact salad dressing performance in the future.

Selling,  Administrative,  and General Expenses:  Selling,  administrative,  and
general expenses have increased $0.2 million,  or 0.6 percent,  as compared with
the  second  quarter  of the  prior  fiscal  year.  The  increase  is  primarily
attributable to $2.0 million in marketing  expenses  associated with incremental
branded  marketing  activity  during the second  quarter  of fiscal  2002.  This
increase is offset by a $2.2 million reduction in amortization expense resulting
from the  implementation  of the  Statement  of  Financial  Accounting  Standard
("SFAS")  No.  142  (see  NOTE  2  to  the  "Notes  to  Consolidated   Financial
Statements").  The remaining  variance is  attributable  to increases in various
employee benefit expenses.

Operating Income: Operating income,  excluding businesses closed,  non-recurring
items, and the  implementation of SFAS No. 142,  increased from $32.8 million in
the second  quarter  of fiscal  2001 to $38.4  million in the second  quarter of
fiscal  2002.  This  represents  an  increase of $5.6  million or 17.1  percent.
Increases in operating income within vegetables, fruits, and other were $4.7

<PAGE>


million,  $1.1 million,  and $0.3  million,  respectively.  The decrease  within
snacks was $0.3 million and canned meals was $0.2 million. Significant variances
are highlighted above in the discussion of EBITDA and net sales.

Restructuring:  On October 12,  2001,  Agrilink  Foods  announced a reduction of
approximately   7  percent  of  its  nationwide   workforce,   for  a  total  of
approximately  300  positions.  The  reductions  are part of an ongoing focus on
low-cost  operations  and  include  both  salaried  and  hourly  positions.   In
conjunction  with the  reductions,  Agrilink  Foods  recorded  a charge  against
earnings of  approximately  $1.6  million in the second  quarter of fiscal 2002,
primarily  comprising  employee  termination  benefits.  Reductions in personnel
include  operational and administrative  positions and, net of the restructuring
charge,  are  expected to improve  fiscal 2002  earnings by  approximately  $5.0
million.  Of this charge,  $0.7 million has been  liquidated  and the  remaining
termination benefits will be liquidated during the next 9 months.

Income from Joint Venture:  This amount  represents  earnings  received from the
investment in Great Lakes Kraut LLC, a joint venture between  Agrilink Foods and
Flanagan  Brothers,  Inc. There has been no significant change in the operations
of the joint venture for the second quarter of fiscal 2002 compared to the prior
year.

Interest  Expense:  Interest expense  decreased $5.9 million to $16.5 million in
the second  quarter of fiscal 2002 from $22.4  million in the second  quarter of
fiscal  2001.  The  decrease  is the result of a  decrease  in  Agrilink  Foods'
weighted average  interest rate of 2.25 percent  resulting from general interest
rate reductions offset by higher average outstanding balances during the quarter
of approximately $6.4 million. In addition, the decrease was due to $2.1 million
of  interest  expense  in  fiscal  2001  associated  with  AgriFrozen,  a former
subsidiary of the Cooperative.

Tax  Provision:  The provision  for income taxes  increased  approximately  $4.0
million  from the prior year as a result of the change in  earnings  before tax.
The   Cooperative's   effective   tax  rate  is   negatively   impacted  by  the
non-deductibility of certain amounts of goodwill. In addition, the Cooperative's
effective tax rate is also impacted by net proceeds distributed to members.

    CHANGES FROM FIRST SIX MONTHS FISCAL 2001 TO FIRST SIX MONTHS FISCAL 2002

During the first six months of fiscal 2002,  net income  increased  $4.1 million
from the  first six  months of fiscal  2001.  Comparability  of net  income  is,
however,  difficult because fiscal 2002 was impacted by a restructuring  charge,
gain from pension  curtailment,  significant  changes in interest rates, and the
implementation of SFAS No. 142 which reduced amortization expense.  Accordingly,
management  believes,  to evaluate  results,  an evaluation of EBITDA (excluding
non-recurring  items),  is more  appropriate  as it allows the operations of the
business to be reviewed in a more comparable  manner.  EBITDA, for the first six
months of fiscal 2002  versus the prior  year,  declined  $2.4  million,  or 3.3
percent.  This decline resulted from increased  marketing costs of approximately
$5.0 million,  associated with a new product launch, during the first quarter of
fiscal 2002, increased warehousing costs due to an increase in inventory levels,
and  increased  production  costs  incurred in the first  quarter of fiscal 2002
associated  with  inventory  produced  in the  prior  year  at a  greater  cost.
Significant  favorable items offsetting these increases in costs include a focus
on pricing  improvements,  fixed cost  reductions  resulting from  restructuring
actions and declines in  production  costs which have begun to benefit  Agrilink
Foods in the second  quarter.  Net sales  during the six months  declined  $46.9
million or 7.9 percent,  however,  $21.5  million is  associated  with a co-pack
agreement for canned  vegetables in the Midwest.  The remaining $25.4 million is
primarily  attributable  to lower volume due to overall  market  declines in the
frozen  vegetable  industry and short-term  declines in the food service channel
subsequent to September  11, 2001.  The total frozen  vegetable  category in the
28-week  period  ending  January  6, 2002  showed a decline of  approximately  7
percent.  However,  the Company's  overall  year-to-date  market share showed an
improvement of 1.0 points. Agrilink Foods estimates its overall market share for
the  28-week  period  ending  January 6, 2002 for frozen  vegetables  to be 32.1
percent.  Agrilink  Foods'  overall  market share  includes  branded retail unit
sales, as reported by Information Resources,  Inc., and management's estimate of
Agrilink  Foods'  private label share based upon factory  shipments.  A detailed
accounting  of the  significant  reasons  for changes in net sales and EBITDA by
product line follows.

While vegetable net sales decreased $39.5 million or 9.3 percent,  $21.5 million
is associated  with the co-pack  agreement  highlighted  above.  Excluding  this
arrangement,  vegetable  net  sales  showed a  decrease  of $18.0  million.  The
non-branded business accounted for $17.3 million of the decline. Agrilink Foods'
non-branded  business  yields lower  margins than that of its branded  products.
During  the first  quarter  of fiscal  2002,  Agrilink  Foods  executed  a price
increase  across all non-branded  vegetable  commodities to offset industry wide
cost  increases.  This price  increase  resulted in a loss of volume  during the
first half in the  non-branded  portion of the business.  Subsequent to Agrilink
Foods' price increase,  several  competitors  have followed with similar pricing
structures.

Overall branded net sales showed a modest decline of $0.7 million from the prior
year. Significant components associated with this change are highlighted below.
<PAGE>
The launch of Birds Eye Simply  Grillin',  a seasoned blend of top quality Birds
Eye  vegetables in a foil tray,  accounted  for $5.3 million of  additional  net
sales  while net sales of Birds Eye frozen  vegetables  increased  approximately
$6.5 million due to the conversion of a major club store customer from a private
label to brand product line.

These  increases  are offset by a $6.0 million  decrease in the Birds Eye Voila!
product  line as a result of  continued  erosion  in the home  meal  replacement
category.   For  the  28-week   period  ending   December  30,  2001,  the  home
meal-replacement  category declined approximately 17 percent. Further, net sales
declines of $6.5 million were  experienced in Agrilink Foods'  regional  branded
product lines due to competitive pressures and overall declines in the vegetable
market.

EBITDA for the  vegetable  product  line  declined  $3.0  million or 6.5 percent
during  the first  six  months of fiscal  2002 as  compared  to the prior  year.
Approximately  $5.0 million of the decline is associated  with  marketing  costs
related  to the  retail  launch of Birds Eye  Simply  Grillin'  during the first
quarter of fiscal 2002 and an additional  $2.3 million of incremental  marketing
activity for other branded vegetable  products.  In addition,  warehousing costs
increased  $5.7 million due to an increase in inventory  levels,  and production
costs  incurred in the first quarter of fiscal 2002 were higher due to inventory
produced in the prior year at a greater  cost.  Offsetting  these  increases  in
costs are the benefits achieved from pricing actions taken in January 2001.

EBITDA  for the fruit  product  line  increased  $2.5  million  or 19.7  percent
primarily  attributable  to  improved  pricing  and timing of various  marketing
initiatives.  Fruit net sales have,  however,  showed a modest  decrease of $0.8
million or 1.1 percent.

Net sales for the snack  product line showed a decline of $0.5  million,  or 1.1
percent.  Improvements  in net sales within the potato chip  business  were $1.4
million, while the popcorn product line decreased $1.9 million.  EBITDA declined
$1.1 million or 19.6 percent.  The popcorn  business  continues to be negatively
impacted  by  competitive  pressures  and changes in product  mix. In  addition,
EBITDA of the potato chip category was negatively  affected by costs  associated
with expansion into new markets and additional  manufacturing  costs  associated
with the  transition of Tim's  Cascade Style Potato Chips to a larger  facility.
The additional  costs associated with the transition to the new facility are not
expected to continue during the second half of fiscal 2002.

Net sales for canned meals decreased $3.6 million, or 12.9 percent, while EBITDA
decreased $0.7 million,  or 12.7 percent.  Results were  negatively  impacted by
market  declines  in the  canned  meal  category  and a  change  in  promotional
activity.

The  other  product  line  EBITDA,  primarily  represented  by salad  dressings,
decreased  $0.1 million,  or 4.2 percent.  Net sales,  however,  decreased  $2.5
million, or 11.9 percent.  While EBITDA benefited from reductions in raw product
costs,  including  oil, net sales  declined due to  competitive  activity in the
dressing  category  being  negatively  impacted by the actions of one competitor
that has  discontinued  its entire line.  While this action  negatively  impacts
short-term  sales,  it is  expected  to create  distribution  opportunities  and
positively impact salad dressing performance in the future.

Operating Income: Operating income,  excluding businesses closed,  non-recurring
items, and the  implementation of SFAS No. 142,  decreased from $52.1 million in
fiscal 2001 to $49.6 million in fiscal 2002.  This represents a decrease of $2.5
million or 4.8 percent. Declines in operating income within vegetables,  snacks,
and  canned  meals  were  $2.9  million,   $0.6   million,   and  $0.7  million,
respectively.  The increase within fruits was $1.4 million and the other product
line $0.3 million. Significant variances are highlighted above in the discussion
of EBITDA and net sales.

Selling,  Administrative,  and General Expenses:  Selling,  administrative,  and
general expenses have increased $1.8 million,  or 3.0 percent,  as compared with
the first six  months  of the prior  fiscal  year.  The  increase  is  primarily
attributable  to a  $5.0  million  increase  in  marketing  expenses,  primarily
associated  with the retail launch of Birds Eye Simply Grillin' during the first
quarter.  In addition,  other branded  marketing  initiatives  during the second
quarter accounted for a $2.0 million increase in expenses.  These increases were
offset by a $4.4 million  reduction in amortization  expense  resulting from the
implementation  of SFAS  No.  142  (see  NOTE 2 to the  "Notes  to  Consolidated
Financial Statements").  Additionally,  in fiscal 2001, $1.4 million in selling,
general, and administrative  expenses were associated with AgriFrozen,  a former
subsidiary of the Cooperative.

Restructuring: On June 23, 2000, Agrilink Foods sold its pickle business to Dean
Pickle and Specialty Product Company. As part of the transaction, Agrilink Foods
had agreed to contract pack Nalley and Farman's  pickle products for a period of
two years,  ending June 2002. In  anticipation of the completion of this co-pack
contract,  Agrilink Foods initiated  restructuring  activities for approximately
140  employees  in that  facility  located  in  Tacoma,  Washington.  The  total
restructuring  charge  amounted to $1.1 million and was  primarily  comprised of
employee termination benefits. The majority of such termination benefits will be
liquidated during the next nine months.
<PAGE>
In addition,  on October 12, 2001,  Agrilink Foods announced a further reduction
of  approximately  7  percent  of  its  nationwide  workforce,  for a  total  of
approximately  300  positions.  The  reductions  are part of an ongoing focus on
low-cost  operations  and  include  both  salaried  and  hourly  positions.   In
conjunction  with the  reductions,  Agrilink  Foods  recorded  a charge  against
earnings of  approximately  $1.6  million in the second  quarter of fiscal 2002,
primarily  comprising  employee  termination  benefits.  Reductions in personnel
include  operational and administrative  positions and, net of the restructuring
charge,  are  expected to improve  fiscal 2002  earnings by  approximately  $5.0
million.  Of this charge,  $0.7 million has been  liquidated  and the  remaining
termination benefits will be liquidated during the next 9 months.

Gain from  Pension  Curtailment:  During  September  2001,  the Company made the
decision to freeze benefits provided under its Master Salaried  Retirement Plan.
Under  the  provisions  of  SFAS  No.  88,   "Accounting   for  Settlements  and
Curtailments of Defined  Benefit  Pension Plans and for  Termination  Benefits,"
these  benefit  changes  resulted  in  the  recognition  of a $2.5  million  net
curtailment gain.

Income from Joint Venture:  This amount  represents  earnings  received from the
investment in Great Lakes Kraut LLC, a joint venture between  Agrilink Foods and
Flanagan  Brothers,  Inc. There has been no significant change in the operations
of the joint venture in fiscal 2002 compared to fiscal 2001.

Interest  Expense:  Interest expense  decreased $8.2 million to $35.7 million in
the first six months of fiscal  2002 from $43.9  million in the first six months
of fiscal 2001.  The decrease is the result of Agrilink  Foods'  decrease in the
weighted average  interest rate of 1.48 percent  resulting from general interest
rate reductions,  offset by higher average outstanding balances during the first
half of the year of approximately $7.3 million.  Additionally,  interest expense
was  negatively  impacted  by  a  supplemental  fee  of  $1.5  million  paid  in
conjunction  with the  Company's  credit  facility.  See NOTE 5 of the "Notes to
Consolidated  Financial  Statements." In addition,  the decrease was due to $4.4
million of interest expense in fiscal 2001 associated with AgriFrozen,  a former
subsidiary of the Cooperative.

Tax  Provision:  The provision  for income taxes  increased  approximately  $1.4
million  from the prior year as a result of the change in  earnings  before tax.
The   Cooperative's   effective   tax  rate  is   negatively   impacted  by  the
non-deductibility of certain amounts of goodwill. In addition, the Cooperative's
effective tax rate is also impacted by net proceeds distributed to members.

                         LIQUIDITY AND CAPITAL RESOURCES

The  following  discussion  highlights  the  major  variances  in the  unaudited
"Consolidated  Statement  of Cash Flows" for the six months  ended  December 29,
2001 compared to the six months ended December 23, 2000.

Net cash used in  operating  activities  increased  $23.0  million  over the six
months of the prior fiscal year. The increase was the result of variances within
accounts  payable  and  other  accruals  due to the  timing  of  liquidation  of
outstanding  balances.  The most  significant  component of which was the August
2001 payment on the remaining  balance of the purchase  price for the AgriFrozen
Foods inventory of $21.6 million.

Net cash used in  investing  activities  in the first six months of fiscal  2002
decreased  $3.3 million from the first six months of fiscal 2001. The change was
primarily a result of $5.0 million in proceeds  received in conjunction with the
sale of pickle  machinery  and  equipment  in fiscal 2001 offset by timing and a
reduction in  equipment  purchases  of $7.6  million.  The purchase of property,
plant, and equipment was for general operating  purposes.  Financing  activities
were also impacted by the  repurchase of  approximately  $1.3 million in Class A
common stock by the  Cooperative  associated  with lower annual tart cherry crop
requirements.

Net cash provided by financing activities increased $17.2 million. This increase
was  primarily  due to an  increase  in cash  used in  operating  activities  as
described  above,  a decrease in  mandatory  payments on  long-term  debt due to
timing of the quarter-ends,  and a $3.2 million mandatory prepayment  associated
with the sale of certain pickle machinery and equipment in fiscal 2001.

Borrowings:  Under Agrilink Foods' existing credit  facility,  Agrilink Foods is
able to borrow up to $200 million for seasonal  working  capital  purposes under
the  Revolving  Credit  Facility.  The  Revolving  Credit  Facility  may also be
utilized in the form of letters of credit.

As of December 29, 2001,  (i) cash  borrowings  outstanding  under the Revolving
Credit Facility were $114.8 million, (ii) there were $19.6 million in letters of
credit outstanding, and (iii) additional availability under the Revolving Credit
Facility, after taking into

<PAGE>

account the amount of borrowings  and letters of credit  outstanding,  was $65.6
million.  Agrilink Foods believes that the cash flow generated by operations and
the amounts  available  under the Revolving  Credit  Facility  provide  adequate
liquidity to fund working capital needs and capital expenditures.

Certain  financing  arrangements  require that  Pro-Fac and Agrilink  Foods meet
certain  financial  tests and ratios and comply with  certain  restrictions  and
limitations.  As of  December  29,  2001,  Pro-Fac  and  Agrilink  Foods were in
compliance with all covenants,  restrictions, and limitations under the terms of
the credit facility as amended.

The August 2001 amendment to Agrilink Foods' credit facility imposes  contingent
fees and  possible  increases  in interest  rates  under the credit  facility if
Agrilink Foods does not raise equity and deleverage its balance sheet or satsify
specified EBITDA and leverage ratio requirements  within certain time frames. To
this end,  Agrilink Foods engaged a financial  advisor to assist it in exploring
various  alternatives  responsive  to  the  amendment,  including,  among  other
possibilities,  a private  placement of a minimum of $100 million of securities.
Certain of the alternatives being explored by Agrilink Foods could result in the
recognition  by Pro-Fac of an  impairment  charge  related to its  investment in
Agrilink Foods.  The amount of any contingent fees that may be imposed under the
amendment is also impacted by the EBITDA which  Agrilink  Foods achieves for its
fiscal year ending in June 2002.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Cooperative and its subsidiaries, as a result of its operating and financing
activities,  is exposed to changes in foreign currency  exchange rates,  certain
commodity prices,  and interest rates, which may adversely affect its results of
operations and financial position. In seeking to minimize the risks and/or costs
associated  with such  activities,  the  Cooperative  may enter into  derivative
contracts.

Foreign  Currency:  Agrilink  Foods  manages its foreign  currency  related risk
primarily through the use of foreign currency forward  contracts.  The contracts
held by Agrilink Foods are denominated in Mexican pesos.

Agrilink  Foods has entered into foreign  currency  forward  contracts  that are
designated  as cash flow  hedges of  exchange  rate risk  related to  forecasted
foreign currency-denominated  intercompany sales. At December 29, 2001, Agrilink
Foods had cash flow hedges for the Mexican peso with maturity dates ranging from
December  2001 to May 2002.  At December  29,  2001,  the fair value of the open
contracts  was an  after-tax  gain of  approximately  $0.2  million  recorded in
accumulated other comprehensive income in shareholder's equity. Amounts deferred
to accumulated  other  comprehensive  income will be  reclassified  into cost of
goods sold within the next 12 months.  During the second quarter of fiscal 2002,
approximately $0.2 million was reclassified from other  comprehensive  income to
cost of goods sold. For the first six months of fiscal 2002,  approximately $0.4
million has been reclassified from other  comprehensive  income to cost of goods
sold. Hedge ineffectiveness was insignificant.

                                                     Foreign Currency
                                                          Forward
                                                   -------------------
Contract amounts                                     62 million Pesos
Weighted average settlement exchange rate                11.0074%

Commodity  Prices:  Agrilink Foods is exposed to commodity price risk related to
forecasted purchases of corrugated (unbleached  kraftliner) in its manufacturing
process.  To mitigate this risk, Agrilink Foods entered into a swap agreement on
January 8, 2002  designated  as a cash flow hedge of its  forecasted  corrugated
purchases.  The swap  hedged  approximately  65 percent of the  Agrilink  Foods'
planned corrugated requirements.  The termination date for the agreement is June
2003.

                                     Corrugated
                               (Unbleached Kraftliner)
                        -------------------------------------
Notional amount                  36,000 short tons
Average paid rate                 $400/short ton
Average receive rate    Floating rate with monthly settlement
Maturities through                   June 2003

Interest  Rates:  Agrilink  Foods is exposed  to  interest  rate risk  primarily
through its borrowing activities.  The majority of the Agrilink Foods' long-term
borrowings  are variable rate  instruments.  In September  2001,  Agrilink Foods
entered into an interest rate cap contract with a major  financial  institution.
Agrilink Foods designates this interest rate cap as a cash flow hedge.

The interest rate cap contract is for a period of two years and became effective
on October 5, 2001.  Approximately  61 percent of the  underlying  debt is being
hedged with this interest rate cap and protects against  three-month LIBOR rates
exceeding 5 percent.
<PAGE>
In return for the cap, Agrilink Foods paid a one-time fee of approximately  $0.6
million that is marked to market over the life of the interest rate cap. Changes
in the  cap's  fair  value  are  deferred  to  other  comprehensive  income  and
reclassified to earnings when a hedged transaction occurs.

The following summarizes the Company's interest rate cap agreement:

                            December 29, 2001
                       ---------------------------
Interest Rate Cap:
Notional amount               $250 million
   Premium paid                 $638,000
   Cap rate                       5.0%
   Index                      3-Month LIBOR
   Term                October 2001 - October 2003

OTHER MATTERS

Short- and Long-Term  Trends:  The vegetable and fruit  portions of the business
can be positively or negatively  affected by weather  conditions  nationally and
the resulting impact on crop yields.  Favorable  weather  conditions can produce
high crop yields and an oversupply situation.  This results in depressed selling
prices and reduced  profitability  on the  inventory  produced  from that year's
crops.  Excessive  rain or drought  conditions can produce low crop yields and a
shortage  situation.  This  typically  results  in  higher  selling  prices  and
increased  profitability.  While the  national  supply  situation  controls  the
pricing, the supply can differ regionally because of variations in weather.

For the 2001 crop season,  dry weather  conditions in the Cooperative's New York
and Midwest growing regions may negatively impact  production costs.  Management
has initiated  pricing actions and cost reduction  initiatives in order to fully
offset any crop-related production cost.

MARKET AND INDUSTRY DATA

Unless otherwise  stated herein,  industry and market share data used throughout
this discussion was derived from industry  sources believed by the Company to be
reliable including information provided by Information Resources, Inc. Such data
was obtained or derived  from  consultants'  reports and industry  publications.
Consultants'  reports  and  industry  publications   generally  state  that  the
information  contained  therein has been  obtained  from sources  believed to be
reliable,  but that the accuracy and  completeness  of such  information  is not
guaranteed.  The Company has not  independently  verified such data and makes no
representation to its accuracy.

                                     PART II

ITEM 1- LEGAL PROCEEDINGS

On September 25, 2001, in the circuit court of Multnomah  County,  Oregon,  Blue
Line Farms  commenced  a class  action  suit  against  Agrilink  Foods,  Pro-Fac
Cooperative,  Inc., Mr. Mike Shelby,  and "Does" 1-50,  representing  directors,
officers, and agents of the corporate defendants.

The complaint alleges (i) fraud in operating AgriFrozen,  a former subsidiary of
Pro-Fac; (ii) breach of fiduciary duty in operating AgriFrozen;  (iii) negligent
misrepresentation  in  operating  AgriFrozen;  (iv) breach of  contract  against
Pro-Fac;  (v)  breach  of good  faith and fair  dealing  against  Pro-Fac;  (vi)
conversion  against Pro-Fac and Agrilink Foods;  (vii) intentional  interference
with a contract against  Agrilink Foods; and (viii) statutory Oregon  securities
law violations against Pro-Fac and separately against Mr. Shelby.

The relief  sought  includes  (i) a demand for an  accounting;  (ii)  injunctive
relief to compel the disclosure of documents;  (iii) certification of the class;
(iv) damages of $50 million;  (v) prejudgment and  post-judgment  interest;  and
(vi) an award of costs and expenses including expert fees and attorney's fees.

Management  believes this case is without merit and intends to defend vigorously
its position.
<PAGE>

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>

     (a) Exhibits
<CAPTION>

                Exhibit Number                                     Description
                --------------          -----------------------------------------------------------------

                    <S>                 <C>
                    10.1                Equity Value Plan, as amended and restated
                    10.2                Management Incentive Program
                    10.3                Master Salaried Retirement Plan, as amended and restated

     (b)      Reports on Form 8-K:


                 On October 12, 2001, the  Cooperative  filed a report on Form 8-K to report on workforce reductions.

</TABLE>


<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 thereunto duly authorized.



                                            PRO-FAC COOPERATIVE, INC.



Date:  February 7, 2002              BY:/s/     Earl L. Powers
       ----------------                 -----------------------------
                                                EARL L. POWERS
                                                  TREASURER
                                      (On Behalf of the Registrant and as
                                        Principal Financial Officer and
                                         Principal Accounting Officer)