As filed with the Securities and Exchange Commission on October 10, 2001
                                  File No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                    FORM S-2
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                            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 Oaks
                                 P.O. Box 30682
                           Rochester, New York 14603
                                 (716) 383-1850
   (Address, Including Zip Code, and Telephone Number, Including Area Code of
                   Registrant's Principal Executive Offices)
                               ------------------
                                                    Copy to:
Earl L. Powers                                      Catherine A. King, Esq.
Treasurer                                           Harris Beach LLP
Pro-Fac Cooperative, Inc.                           99 Garnsey Road
90 Linden Oaks                                      Pittsford, New York 14534
Rochester, New York 14625                           (716) 419-8800
(716) 383-1850

(Name, address,  including zip code, and
telephone number,  including area code,
of agent for service)          ------------------

         Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration Statement.
         If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. [x]
         If the registrant elects to deliver its latest annual report to
security holders, or a complete and legible facsimile thereof, pursuant to Item
11(a)(1) of this form check the following box. [ ]
         If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
         If this form is a post-effective amendment filed pursuant to rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
         If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
         If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
                               ------------------
<TABLE>
<CAPTION>
                                             CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                 Proposed Maximum       Proposed Maximum            Amount of
    Title of Each Class of Securities         Amount to be        Offering Price            Aggregate             Registration
             to be Registered                  Registered          Per Security          Offering Price                Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                    <C>                 <C>                        <C>
Class A Common Stock                                                                                                       *
------------------------------------------------------------------------------------------------------------------------------------
Retains                                         1,500,000              100%                $1,500,000                 $375 *
------------------------------------------------------------------------------------------------------------------------------------
Class A Cumulative Preferred Stock**                                                                                       **
====================================================================================================================================
</TABLE>
                               ------------------
PRIOR REGISTRATION - RULE 429

*    As permitted by Rule 429, the  Prospectus  included  herein also relates to
     156,630  shares of Class A common stock covered by  Registration  Statement
     No. 33-60273,  $4,100,000 of retains covered by Registration  Statement No.
     333-63385,  and  1,000,000  shares  of  Class A  common  stock  covered  by
     Registration  Statement No. 33-89511,  and $6,500,000 of Retains covered by
     Registration Statement 333-47364.

**   Representing  Class A cumulative  preferred  stock  issuable at maturity of
     retains.  No  additional  fee is  required  pursuant  to Rule  457(i).

The Registrant hereby amends this  Registration  Statement on such date or dates
as may be necessary to delay its effective date until the Registrant  shall file
a further amendment which specifically  states that this Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities Act or until this  Registration  Statement shall become  effective on
such date as the Commission, acting pursuant to Section 8 (a), may determine.
<PAGE>
The  information in this  Prospectus is not complete and may be changed.  We may
not sell  these  securities  until the  registration  statement  filed  with the
Securities and Exchange Commission is effective. This Prospectus is not an offer
to  sell  these  securities  and it is not  soliciting  an  offer  to buy  these
securities in any state where the offer is not permitted.

<PAGE>
                  Subject to Completion Dated October 10, 2001


Prospectus




                            PRO-FAC COOPERATIVE, INC.

                    1,156,630 Shares of Class A Common Stock

                               $12,100,000 Retains


     We are a New York agricultural  cooperative  corporation  formed in 1960 to
process and market crops grown by our members.  Membership in Pro-Fac is limited
to persons or entities who are actively  engaged in the growing of  agricultural
products,  such as cherries,  apples,  corn and peas. Growers who wish to become
members of Pro-Fac are required to purchase shares of our common stock.

     We are offering  shares of our Class A common stock,  retains and shares of
our  Class A  cumulative  preferred  stock.  Our  Class A common  stock is being
offered to growers who are currently members, or who wish to become members, who
deliver raw product for sale and processing by Agrilink  Foods,  Inc.,  which is
our wholly  owned  subsidiary.  Retains  represent  that  portion  of  patronage
proceeds  payable to our members but retained by us. Our retains may be redeemed
for cash or  shares  of our  Class A  cumulative  preferred  stock.  Our Class A
cumulative  preferred  stock is traded on the Nasdaq  National  Market under the
symbol "PFACP."

<TABLE>
<CAPTION>
                                                                   Underwriting
                                              Price to             Discounts and               Proceeds to
                                               Public             Commissions (1)               Issuer (2)
                                           ----------------       ---------------            --------------

<S>                          <C>             <C>                          <C>                 <C>
Class A common stock         Per Share             $5.00                  0.0                        5.00
                             Total:          $ 5,783,150                                      $ 5,783,150

Retains                      Per Unit:              100%                  0.0                         100%
                             Total:          $12,100,000                                      $12,100,000

<FN>
(1)  The  securities  described  in  this  Prospectus  are  to  be  offered  and
     distributed  directly through  officers of Pro-Fac,  without the use of any
     underwriter or dealer, and no discounts,  commissions or other compensation
     are to be allowed or paid.

(2)  Before deducting expenses estimated at $19,975.
</FN>
</TABLE>

SEE "RISK  FACTORS"  BEGINNING  ON PAGE 4 FOR A  DISCUSSION  OF CERTAIN  FACTORS
RELATING TO THIS OFFERING.

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

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission has approved or  disapproved  of these  securities or has passed upon
the adequacy or accuracy of this prospectus.  Any representation to the contrary
is a criminal offense.

This prospectus is accompanied by a copy of Pro-Fac  Cooperative,  Inc.'s Annual
Report on Form 10-K as of the year ended June 30, 2001,  and for the three years
in the period ended June 30, 2001.

                        This prospectus is dated , 2001.


<PAGE>

<TABLE>
                                                  TABLE OF CONTENTS
<CAPTION>

                                                                                                               Page

<S>                                                                                                              <C>
Prospectus Summary................................................................................................3
Risk Factors......................................................................................................4
Ratio of Earnings to Fixed Charges and Preferred Dividends........................................................8
Where You Can Find More Information...............................................................................9
Forward-Looking Information......................................................................................10
Use of Proceeds..................................................................................................10
Determination of Offering Price..................................................................................10
Plan of Distribution.............................................................................................11
Business of Pro-Fac..............................................................................................11
Subsequent Events................................................................................................17
Description of Pro-Fac Securities................................................................................18
Legal Matters....................................................................................................21
Experts..........................................................................................................21
</TABLE>

                              ABOUT THIS PROSPECTUS

     You should rely only on the information  contained in this  prospectus.  We
have not authorized  anyone to provide you with information  different from that
contained in this prospectus or incorporated by reference in this prospectus. We
are not  making  offers to sell the  securities  covered by this  prospectus  or
soliciting  offers to purchase the securities  covered by this prospectus in any
jurisdiction  in which such an offer or  solicitation  is not  authorized  or in
which the person making such offer or  solicitation is not qualified to do so or
to  anyone  to whom it is  unlawful  to make  such  offer or  solicitation.  The
information  in this  prospectus  is accurate as of the date on the front cover.
You should not assume  that the  information  contained  in this  prospectus  is
accurate as of any other date.

     Unless the context  otherwise  requires,  references in this  prospectus to
"Pro-Fac,"  "Cooperative,"  "we," "our," and "us" refer to Pro-Fac  Cooperative,
Inc., a New York  agricultural  cooperative  formed in 1960,  together  with its
wholly owned  subsidiary  Agrilink  Foods,  Inc  ("Agrilink  Foods"),  and until
February 15, 2001, its former  subsidiary,  PF Acquisition II, Inc.  ("PFII") in
which it had a controlling  interest.  PFII  conducted  business  under the name
AgriFrozen  Foods,  Inc.  ("AgriFrozen").  References in this  prospectus to our
fiscal year refer to the 12-month period ended the last Saturday of June of that
year.

     This  prospectus  includes  trademarks,  trade names and  service  marks of
Pro-Fac.
<PAGE>


                               PROSPECTUS SUMMARY

     You should  read the  following  summary  together  with the more  detailed
information regarding Pro-Fac and the securities being sold in this offering and
our audited consolidated financial statements contained in our Form 10-K for the
fiscal year ended June 30,  2001,  which is  incorporated  by  reference in this
prospectus.

     Pro-Fac.

     As an  agricultural  cooperative,  we process and market crops grown by our
members. Our crops include fruits, such as cherries,  apples,  blueberries,  and
peaches;  vegetables,  such as snap beans, beets,  cucumbers,  peas, sweet corn,
carrots, cabbage, squash,  asparagus,  potatoes, turnip roots, leafy greens, and
popcorn.  Only growers of crops  marketed  through us, or  associations  of such
growers,  can become  members.  Growers  become members of Pro-Fac by purchasing
shares of our common stock.  You cannot be a member unless you own shares of our
common stock.

     We have one wholly owned subsidiary, Agrilink Foods, and until February 15,
2001, a  subsidiary  in which we had a  controlling  interest,  AgriFrozen.  Our
membership is divided into two separate  classes.  Members who own shares of our
Class A common stock are our Class A members,  and members who own shares of our
Class B common stock are our Class B members. We currently do not have any Class
B members.  Our Class A members  deliver raw product for  processing and sale at
the facilities of Agrilink  Foods. We currently have  approximately  604 Class A
members  consisting of individual  growers or associations  of growers,  located
principally  in  the  states  of New  York,  Delaware,  Pennsylvania,  Illinois,
Michigan,  Washington, Oregon, California, Iowa, Nebraska, Florida, and Georgia.
Our principal  executive offices are located at 90 Linden Oaks,  Rochester,  New
York 14625. Our telephone number is 716-383-1850

     Agrilink Foods.

     Agrilink  Foods is a producer  and  marketer of  processed  food  products.
Agrilink  Foods has four primary  product lines  including  vegetables,  fruits,
snacks and canned meals.

     On  September  24,  1998,  Agrilink  Foods  acquired  the frozen and canned
vegetable business of Dean Foods Company ("Dean Foods"),  by acquiring from Dean
Foods all the outstanding capital stock of Dean Foods Vegetable Company ("DFVC")
and Birds Eye de Mexico SA de CV.  DFVC was a  vegetable  processor  selling its
products under brand names such as Birds Eye, Freshlike and Veg-All, and various
private labels. Immediately following the acquisition,  DFVC was merged with and
into  Agrilink  Foods.  We believe  that the  acquisition  of DFVC  strengthened
Agrilink  Foods'  competitive  position by enhancing its brand  recognition  and
market  position,  providing  cost  savings  and  operating  efficiencies,   and
increasing Agrilink Foods' product and geographic diversification.

     Agrilink  Foods'  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.  Its fruit
product line consists of canned and frozen fruits  including  fruit fillings and
toppings.  Branded  products  within the fruit  category  include  Comstock  and
Wilderness.  Agrilink Foods' snack product line consists of several varieties of
potato chips,  popcorn,  cheese curls,  snack mixes,  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, and Super
Pop. Its canned meal product line includes canned meal products such as chilies,
stews,  soups, and various other ready-to-eat  prepared meals.  Branded products
within  the  canned  meal  category  include  Nalley.  All other  product  lines
primarily represent salad dressings. Brand products within this category include
Bernstein's and Nalley.  Agrilink Foods also sells its products to supermarkets,
warehouse clubs and mass merchandisers  under private labels and to food service
institutions such as restaurants, caterers, bakeries and schools. Agrilink Foods
operates 27 processing  facilities  located throughout the United States and one
facility in Mexico.  These  processing  facilities  provide  Agrilink Foods with
access  to  diverse  sources  of  raw  agricultural  products.   Agrilink  Foods
distributes its finished  products to over 12,300 customer  distribution  points
through a nationwide network of distribution centers and food brokers.

<PAGE>


     In 1994,  we entered  into a  marketing  and  facilitation  agreement  with
Agrilink Foods.  Under that  agreement,  we supply Agrilink Foods with crops and
financing, and Agrilink Foods provides us with marketing and management services
and we share in Agrilink Foods' profits or losses.

                                  RISK FACTORS

     Before  you  invest in our  securities,  you should be aware that there are
various risks,  including those described below.  You should carefully  consider
these  risks  together  with  all of the  other  information  included  in  this
prospectus,  incorporated by reference in this prospectus, and filed as exhibits
to our registration  statement before you decide to purchase shares of our Class
A common stock.

     Patronage  income  distributed  to our  Class A  members  will  be  derived
exclusively from Agrilink Foods' operations.

     Our members participate in two separate and distinct pools: (a) the Class A
member  pool,  which is  limited  to Class A members  and (b) the Class B member
pool,  which is limited to Class B members.  A Class A member is a producer  and
supplier of raw products to us for processing by Agrilink Foods. We currently do
not have  any  Class B  members.  A  member's  share of  patronage  proceeds  is
determined  within the particular  membership  pool the member is assigned.  All
income from patronage  sources and related  expenses are allocated to either the
Class A member  pool or the Class B member  pool.  Members in the Class A member
pool do not have any right to  participate  in  patronage  income  generated  by
growers  in the Class B member  pool.  Similarly,  members in the Class B member
pool do not have any right to  participate  in  patronage  income  generated  by
growers in the Class A member pool. See "Business of Pro-Fac."

     A member's  share of  proceeds  may be less than  Commercial  Market  Value
("CMV").

     Payment for crops is based upon the CMV of the crops  supplied to us by our
members.  There is no  relationship,  however,  between the CMV of crops and the
cost of producing  such crops,  since CMV is  determined by supply and demand in
the marketplace.  Under our marketing and  facilitation  agreement with Agrilink
Foods,  if Agrilink  Foods  experiences a loss on products  processed from crops
supplied  by our  Class A  members,  this  loss  will be  deducted  from the CMV
Agrilink  Foods  would  otherwise  pay to us for  distribution  to our  Class  A
members.  The ability of Agrilink  Foods to pay us the CMV of crops  supplied by
our Class A members  will depend in large part on the overall  profitability  of
Agrilink  Foods.  There can be no assurance  that Agrilink Foods will be able to
pay the CMV of our Class A members' crops.

     Holders of our common stock receive only one vote  regardless of the number
of shares owned.

     Each of our  members  has one vote,  regardless  of the number of shares of
common  stock  held.  If two or more  members  are  joined  in a single  farming
enterprise,  the  participating  members receive only a single vote.  Therefore,
even a member with  substantial  holdings of common  stock will have  relatively
little  control over the  election of  directors  or other  matters on which our
members may vote. See "Description of Pro-Fac Securities."

     Possible discontinuance of crops.

     We continuously  review the ability of our members to produce  high-quality
crops. Based on our evaluations, we may determine to stop marketing, in whole or
in part, a particular crop and terminate or reduce the crops  deliverable  under
the crop delivery agreements of our members producing that crop for sale through
us. The members affected would be required to sell all of their shares of common
stock supporting that portion of the crop to us for cash at its par value, which
is $5 per share, plus any declared but unpaid dividends.

     We may also adjust the  quantity of a crop to be marketed  for our members.
This  adjustment  may be  temporary  or  permanent.  Permanent  increases in the
quantity  of a crop to be marketed  would  involve  the  purchase of  additional
shares of common stock, and permanent decreases would involve the sale of shares
of common stock by members.
<PAGE>
     We are the guarantor of the indebtedness of Agrilink Foods.

     We do not have any independent  operations or any significant  assets other
than the capital stock of Agrilink  Foods.  We are dependent upon the receipt of
payments under our marketing and  facilitation  agreements  with Agrilink Foods,
and upon the receipt of dividends or other  distributions from Agrilink Foods to
fund our  obligations,  including  our  obligations  under our  guarantees  with
respect to the  indebtedness  of Agrilink Foods under its credit  facility,  its
subordinated promissory note, and its senior subordinated notes.

     The  substantial  leverage and debt service  requirements of Agrilink Foods
could adversely  affect our operating  flexibility and place us at a competitive
disadvantage.

     Agrilink  Foods  is  highly  leveraged  and has  significant  debt  service
requirements.  At June 30, 2001, Agrilink Foods had approximately $646.7 million
of indebtedness  outstanding,  not including  borrowings  under its $200 million
revolving  credit  facility.  At June 30, 2001,  Agrilink  Foods had no seasonal
borrowings  under its revolving  credit facility and had issued $13.4 million of
letters of credit under its revolving credit facility.

     Agrilink Foods' credit  facility  contains  covenants  imposing a number of
significant operating and financing restrictions on our business, as well as the
business of Agrilink  Foods.  These  covenants,  among other  things,  limit our
ability to:

     *  incur additional indebtedness;
     *  incur or maintain liens;
     *  pay dividends or other distributions;
     *  redeem our capital stock;
     *  make other restricted payments;
     *  enter into transactions with affiliates;
     *  sell or dispose of assets; and
     *  merge, consolidate or sell all or substantially all of our assets.

     In addition, we are required under the credit facility of Agrilink Foods to
maintain  specified  levels  with  regard to earnings  before  interest,  taxes,
depreciation  and  amortization  (EBITDA),   interest  coverage,  fixed  charges
coverage,  leverage and net worth.  These provisions could negatively affect our
ability  to react to  changes  in  market  conditions  or to take  advantage  of
business opportunities we believe to be desirable.

     A failure by us or Agrilink  Foods to comply  with any of these  provisions
would result in a default under the credit facility.

     In  addition,  a  substantial  portion of  Agrilink  Foods'  cash flow from
operations  must be dedicated  to the payment of  principal  and interest on its
indebtedness, reducing funds available to Agrilink Foods for operations, capital
expenditures, or other purposes. For example:

     *  Agrilink Foods must make interest payments on its senior  subordinated
        notes in the amount of approximately $23.8 million each year;

     *  Agrilink Foods is required to make interest  payments under its credit
        facility of approximately  $32.7 million each year under its term loan
        facility,  utilizing  an  interest  rate of 7.95%,  and  approximately
        $56,000 per $1 million  borrowed under its revolving  credit facility,
        utilizing an interest rate of 5.59% assuming  existing  interest rates
        do not change;

     *  Agrilink Foods is required to make annual  principal  repayments under
        its credit  facility  in amounts of:  $10.8  million in each of fiscal
        2002 and 2003,  $7.2 million in fiscal 2004,  $189.4 million in fiscal
        2005 and  $193.4  million in fiscal  2006.  Agrilink  Foods  would not
        presently be able to make the payments due

<PAGE>


        in fiscal 2005 or 2006 out of its current  cash flow and may be unable
        to pay these  principal  amounts when they become due unless  Agrilink
        Foods is able to refinance indebtedness; and

     *  Certain  of  Agrilink  Foods'  loans  under its credit  facility  have
        variable or floating  interest rates. Of the $411.6 million  principal
        amount  of loans  outstanding  at June 30,  2001  under  its term loan
        facility,  Agrilink Foods has fixed the applicable  interest rates for
        $250  million of such loans  through the use of interest  rate hedges.
        Accordingly,   Agrilink  Foods  remains  vulnerable  to  increases  in
        interest rates, and correspondingly,  increases in its interest costs,
        for the unfixed  portion of the  interest due for this  floating  rate
        debt.

     A default  under the credit  facility  of  Agrilink  Foods  would allow the
lenders to  terminate  their loan  commitments.  In addition,  the  creditors of
Agrilink  Foods under its credit  facility  could  require  acceleration  of the
payment of  principal  and  interest  on those  loans upon the  occurrence  of a
default,  causing all amounts owed under the credit  facility to be  immediately
due and payable. If Agrilink Foods is unable to repay its indebtedness under its
credit  facility,  the lenders  could enforce our guaranty and require us to pay
the indebtedness. Because we have no independent operations, it is unlikely that
we would be able to pay such debt. In addition,  because of the  indebtedness of
Agrilink Foods, we are more highly leveraged than several of our competitors. As
a result, our ability to react to changing market conditions may be limited, our
ability to withstand  competitive  pressures may be inhibited and we may be more
vulnerable to a downturn in general economic conditions in our business.

     In August  2001,  Agrilink  Foods  negotiated  an  amendment  to its credit
facility and incurred fees of approximately $1.5 million.  The amendment imposes
contingent fees and increases  interest rates under its credit facility based in
part on  Agrilink  Foods'  ability to raise  equity and  deleverage  our balance
sheet.

     Delayed payments for crops.

     Our members  receive delayed payment of a portion of the purchase price for
their crops.  This delay may exceed the industry average in some instances.  For
instance,  we have historically paid the final 25% of CMV by July 15 of the year
immediately following the year of delivery. See "Business of Pro-Fac."

     Our members must include as taxable income proceeds for which they have not
received any cash payment.

     A member of Pro-Fac must include in his taxable  income for federal  income
tax purposes his share of the net proceeds of Pro-Fac  realized  from  patronage
business, which is member related business, paid to him in cash and allocated to
his account as qualified  retains.  As a result, a member is required to declare
as income the value of the qualified retains allocated to him even though he has
not received an actual cash payment of that amount. See "Business of Pro-Fac."

     Transferability  of our Class A common  stock is  limited  and you may have
limited liquidity.

     Class A common  stock  may only be  transferred  to us or to other  Class A
members.  You may not be able to readily  sell your Class A common  stock in the
event you are in an immediate need of a source of cash.

     We have the ability to change our treatment of retains.

     Every year our board of directors determines, based on operations,  whether
to redeem  our  retains,  and,  if so,  the  amount of  retains  that  should be
redeemed. Historically, we have redeemed our qualified retains for shares of our
Class A cumulative preferred stock.

     Historically,  our board of directors has redeemed  qualified  retains five
years after issuance.  This policy is subject to change at the discretion of our
board of directors.  Our board could, for example,  increase the number of years
the retains  must be held before they are  redeemed or our board could decide to
redeem the retains for cash only, for shares of our Class A cumulative preferred
stock or shares of some other authorized class of our capital stock,  some other
form of consideration, or for some combination of cash and securities.
<PAGE>
     Shortages  or  oversupplies  of raw  product due to  seasonality  and other
factors could result in reduced profitability.

     We and our members are subject to all the risks  generally  associated with
the  production  and marketing of  agricultural  commodities.  The production of
agricultural products is predominantly  seasonal.  The vegetable business can be
positively or negatively  affected by national weather conditions because of the
weather's effect on crop yields.  Favorable weather  conditions can produce high
crop yields and an oversupply  situation in a given year.  Oversupply  typically
will result in depressed  selling prices and reduced  profitability  on products
produced  from that  year's  crops.  Excessive  rain or drought  conditions  can
produce low crop yields and a shortage situation.  Shortages typically result in
higher selling  prices and increased  profitability  for products.  Although the
overall  national  supply  situation  controls  pricing,  the  supply can differ
regionally because of variations in weather.

     Risks  associated  with the food  industry,  including  changes in consumer
preferences and distribution channels, could adversely affect our business.

     Companies in the food  processing  business  are subject to various  risks,
among other things:

     *    adverse changes in general economic conditions;

     *    evolving  consumer  preferences  and  nutritional  and health  related
          concerns;

     *    changes in food  distribution  channels and increasing buying power of
          large supermarket chains,  warehouse clubs, mass merchandisers,  super
          centers and other retail  outlets that tend to resist price  increases
          and have stringent inventory and management requirements;

     *    federal, state and local food processing controls;

     *    consumer product liability claims; and

     *    risks of product tampering.

     Product  liability  claims or product  recalls could  adversely  affect our
business.

     The  packaging,  marketing and  distribution  of food  products  entails an
inherent  risk of product  liability and product  recall and  resultant  adverse
publicity.  We may be subject to significant liability if the consumption of any
of our products causes injury,  illness or death. We could be required to recall
certain of our products in the event of contamination or damage. There can be no
assurances that product  liability claims will not be asserted against us in the
future,  or that any claims that are made will not create adverse publicity that
will have a material  adverse effect on our ability to  successfully  market our
products and on our business, financial condition, and results of operations.

     Proceeds not committed to specific purposes.

     The securities  offered are issued on a continuing  basis as part of normal
operations and not to raise funds for any specific purpose.  Our management will
determine the allocation of the net proceeds from the sale of our Class A common
stock. As a result, members will be relying upon our management's judgment as to
the use and investment of the net proceeds.

     Environmental risks; compliance with environmental laws.

     We are  subject to various  federal,  state and local laws and  regulations
relating to the  protection of the  environment.  These  environmental  laws and
regulations  govern the  disposal  of solid and  liquid  waste  material,  which
results from the  preparation  and  processing of foods,  and emissions into the
atmosphere, including odors inherent in the heating of foods during preparation.
These  environmental  laws and regulations  have had an important  effect on the
food processing  industry as a whole,  requiring  substantially all firms in the
industry to incur material  expenditures for modification of existing processing
facilities,  as well as for the  construction,  operation  and  closure of waste
treatment  and  related   facilities.   We  cannot  predict  what  environmental
legislation or regulations will be enacted in the future, how existing or future
laws  or  regulations  will  be  administered  or  interpreted  or  whether  new
environmental conditions may be found to exist. Enactment of more stringent laws
or regulations, more strict
<PAGE>
interpretation  of  existing  laws  and  regulations  or  identification  of new
conditions may require additional expenditures by us.

     Agrilink  Foods  is  subject  to  market  risk  related  to  its  financing
activities , foreign currency transactions, and commodity prices.

     Interest  Rate Risk  Management:  Agrilink  Foods is subject to market risk
from exposure to changes in interest  rates based on its  financing  activities.
Agrilink Foods has entered into certain  financial  instrument  transactions  to
maintain the desired level of exposure to the risk of interest rate fluctuations
and to minimize interest expense.  More  specifically,  Agrilink Foods maintains
two interest  rate swap  agreements  with the Bank of Montreal.  The  agreements
provide for fixed  interest  rate  payments by  Agrilink  Foods in exchange  for
payments received from the Bank of Montreal at the three-month  London Interbank
Offered Rate  ("LIBOR").  In a declining  interest rate market,  the benefits of
these hedge  positions is minimized,  however,  Agrilink Foods closely  monitors
this market risk and adjusts its position as it deems necessary.

     In  September  2001,  Agrilink  Foods  entered  into an  interest  rate cap
agreement  with the Bank of  Montreal  that is  effective  October  5, 2001 when
existing  interest rate swap agreements  expire.  Under the agreement,  Agrilink
Foods paid a one-time fee and in return it receives  cash  payments in the event
that interest rates charged to Agrilink Foods exceed a predetermined  strike (or
cap)  interest  rate.  The term of the  interest  rate cap is two  years  and it
expires in October 2003.

     Foreign  Currency:  Agrilink  Foods also hedges  certain  foreign  currency
transactions  by entering  into forward  exchange  contracts  in which  payments
commence on a specified  date in the future to exchange US currency  for foreign
currency.  Gains and losses  associated  with  currency  rate changes on forward
exchange  contracts  hedging  foreign  currency   transactions  are  temporarily
deferred  to  its  balance  sheet  and  ultimately  recorded  in  earnings  upon
settlement. The forward exchange contracts have varying maturities, ranging from
October  2001 to May 2002,  with cash  settlements  made at maturity  based upon
rates agreed to at contract inception.

     Commodity Prices: Agrilink Foods also hedges certain commodity transactions
through  the  use of  swap  agreements  designated  as  cash  flow  hedges.  The
commodities  Agrilink Foods hedges are ones used in its recurring operations and
include  soybean  oil,  flour,  and  corrugated  paper/board.  Gains and  losses
associated  with  swap  agreements  used to  hedge  commodity  transactions  are
temporarily  deferred to its balance sheet and  ultimately  recorded in earnings
upon settlement or expiration of the hedge. At June 30, 2001, Agrilink Foods did
not maintain any swap agreements to hedge our expected commodity needs.

<TABLE>
                                                            RATIO OF EARNINGS TO FIXED CHARGES AND
                                                                     PREFERRED DIVIDENDS

                                                                           Fiscal Years Ended
                                            ------------------------------------------------------------------------
                                            June 30,        June 24,       June 26,       June 27,        June 28,
                                              2001            2000           1999           1998            1997
                                            ---------       --------       ---------      ---------       ----------
<S>                                             <C>            <C>            <C>             <C>              <C>
Ratio of earnings to fixed charges
   and preferred dividends                      (A)            1.1            1.6             1.4              1.1

Pro forma ratio of earnings to fixed
   charges and preferred dividends              (B)            1.1            1.5             1.2               (B)

<FN>

(A)  In the fiscal year ended June 30, 2001, the amount of fixed charges and
     pretax preferred dividends exceeded earnings by $11,563,000.

(B)  In fiscal years ending June 30, 2001 and June 28, 1997, our earnings were
     insufficient by $14,109,000 and $2,028,000, respectively, to cover the
     amount of fixed charges and pre-tax preferred dividends which would have
     been declared and paid if all retained earnings allocated to members'
     "retains" at the end of each fiscal period had been converted to preferred
     stock at the beginning of the period at the maximum dividend rate permitted
     by law.
</FN>
</TABLE>
<PAGE>
     For  purposes  of  computing  the ratio of  earnings  to fixed  charges and
preferred dividends, earnings consist of net proceeds before,

     * equity in the undistributed earnings of CoBank and joint venture;

     * fixed charges;

     * income taxes; and

     * dividends on common and preferred stock.

     Fixed charges  represent total interest expense and the interest  component
of rentals.  For purposes of this computation,  preferred dividends are adjusted
to a pre-tax  basis.  Dividends  represent  amounts  deducted to  determine  net
proceeds in each fiscal year.

     The pro forma ratios of earnings to fixed charges and  preferred  dividends
were computed by further  increasing  combined fixed charges and such dividends,
adjusted to a pre-tax basis, by the amount of pre-tax preferred  dividends which
would have been declared and paid if all retained earnings  allocated to members
at the end of each fiscal  period had been  converted to preferred  stock at the
beginning of the respective  periods and the maximum  dividend rate permitted by
law of 12 percent of par value was declared and paid thereon.


                       WHERE YOU CAN FIND MORE INFORMATION

     We have  filed  with the  Securities  and  Exchange  Commission  ("SEC")  a
registration  statement on Form S-2 under the Securities Act of 1933 registering
the Class A common stock,  retains and Class A cumulative  preferred stock. This
prospectus, which is part of the registration statement, does not contain all of
the information included in the registration statement. Also, any statement made
in this prospectus  concerning the contents of any contract,  agreement or other
document is not necessarily complete.  If we have filed any contract,  agreement
or other document as an exhibit to the registration  statement,  you should read
the  exhibit  for a more  complete  understanding  of  the  document  or  matter
involved.  We are also required to file periodic  reports and other  information
with the SEC under the Securities  Exchange Act.  Accordingly,  we file reports,
including our annual reports on Form 10-K,  our quarterly  reports on Form 10-Q,
and current reports on Form 8-K, and other information with the Commission.

     You may read and copy the  registration  statement,  including the attached
exhibits, and any reports,  statements or other information that we may file, at
the  SEC's  Public  Reference  Room  at  450  Fifth  Street,  N.W.,  Room  1024,
Washington,  D.C.  20549-1004.  You can request copies of these documents,  upon
payment of the duplicating fee, by writing to the SEC at its principal office at
450 Fifth Street,  N.W.,  Washington,  D.C.  20549-1004.  Please call the SEC at
1-800-SEC-0330 for further  information on the operation of the Public Reference
Room.  Our SEC filings are also  available  to the public on the SEC's  Internet
site (http://www.sec.gov).

     The SEC allows us to "incorporate  by reference"  information we have filed
with it,  which  means  that we can  disclose  important  information  to you by
referring you to those previously filed documents.  These incorporated documents
contain  important  business  and  financial  information  about  us that is not
included in or delivered with this prospectus.  The information  incorporated by
reference  is  considered  to be part  of this  prospectus.  We  incorporate  by
reference the documents listed below.

     *    Our Annual  Report on Form 10-K for the year ended June 30, 2001.

     *    Our Current Report on Form 8-K filed September 13, 2001.

     A copy of our Annual Report on Form 10-K for the fiscal year ended June 30,
2001 is being  delivered  with  this  prospectus.  The  above  filings  are also
available at the SEC's offices and Internet site described  above.  We will also
provide you, and any beneficial owner, with a copy free of charge, of any of the
documents   identified   above  that  we  incorporate  by  reference  into  this
prospectus,  but do not deliver with this prospectus.  You may request a copy of
the  filings by writing or  telephoning  us at the  following  address:  Pro-Fac
Cooperative,  Inc., 90 Linden Oaks, P.O. Box 30682,  Rochester,  New York 14603,
Attention: Vice-President-Communications; telephone: (716) 383-1850.

<PAGE>
                           FORWARD-LOOKING INFORMATION

     This prospectus, together with the documents incorporated by reference into
this prospectus,  contains forward-looking statements,  which are not statements
of  historical  facts.  We have based these  forward-looking  statements  on our
current   expectations  and  projections  about  future  events,  based  on  the
information  currently available to us. The forward-looking  statements include,
among other things,  our expectations  and estimates about business  operations,
strategies and future financial performance.

     The  forward-looking  statements  are subject to risks,  uncertainties  and
assumptions  about  us,  and  about the  future,  and  could  prove to be wrong.
Important  factors that could cause actual results to differ materially from our
expectations  are discussed in this  prospectus,  including the  forward-looking
statements  included  in this  prospectus  and under "Risk  Factors."  Among the
factors that could impact our ability to achieve our goals are:

     *     the impact of strong competition in the food industry;

     *     the impact of changes in consumer demand;

     *     the impact of weather on the volume and quality of raw products;

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

     *    the continuation of our 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;

     *    our ability to achieve  gains in  productivity,  and  improvements  in
          capacity utilization; and

     *    our ability to service debt.

     We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information,  future events or otherwise.
In light of these risks,  uncertainties  and  assumptions,  the  forward-looking
events discussed in this prospectus may not occur.

                                 USE OF PROCEEDS

     The  securities  offered  are issued on a  continuing  basis as part of our
normal  operations and are not offered to raise funds for any specific  purpose.
Our Class A common  stock is sold from time to time to new members or to members
who increase the quantity of crops  marketed  through us for sale and processing
at Agrilink  Foods'  facilities.  Retains are issued  annually to represent  net
proceeds  from  patronage  business  retained  by us and are  used  for  general
corporate  purposes,  such as the financing of fixed assets and the reduction of
short or long-term  borrowings,  as  determined by the board of directors at the
time of  receipt.  The  members  of  Pro-Fac  will not have the  opportunity  to
evaluate any use to which the  proceeds may be put. We receive no cash  proceeds
from the issuance of our shares of Class A cumulative preferred stock.

                         DETERMINATION OF OFFERING PRICE

     Our  Class A common  stock  issued  by us is at its $5 par value to Class A
members or to growers who wish to become Class A members and meet our  standards
for  membership.  The amount of patronage  proceeds issued to our members in the
form of retains is determined  annually by our board of directors.  One share of
our Class A cumulative  preferred  stock is issued for each $25 worth of retains
redeemed by us.
<PAGE>


                              PLAN OF DISTRIBUTION

     The Offering.

     We are offering  shares of our Class A common stock to our current  Class A
members  and to  growers  who  wish to  become  Class A  members  and  meet  our
standards.  Shares  of our  Class A common  stock  will be sold  based  upon the
quantity and types of crops to be marketed through us by the grower-offeree.

     The Distribution.

     The  offering  will  be  implemented  through  our  Agricultural   Services
Department.  Members  of  the  Agricultural  Services  Department  will  provide
assistance  in this  offering,  which may consist of the  following  ministerial
acts: (i) assisting in the mailing of this prospectus;  (ii) responding to phone
inquiries  from  potential   grower-offerees   with  regard  to  matters  of  an
administrative nature; (iii) maintaining records of all subscriptions;  and (iv)
attending informational meetings for potential grower-offerees and communicating
with them by telephone concerning the information contained in this prospectus.

     None of the members of our Agricultural  Services Department are registered
with  the  SEC  as a  broker-dealer.  No  member  of our  Agricultural  Services
Department will receive any compensation or other remuneration,  either directly
or indirectly, for his or her assistance in this offering. Any time spent by the
members of our Agricultural  Services Department to assist in this offering will
be incidental to his or her regular duties at Pro-Fac.

     Subscription Procedure.

     Subscriptions  for the Class A common stock can be made by  completing  and
signing the subscription  agreement provided with this prospectus and mailing it
to Pro-Fac  Cooperative,  Inc., 90 Linden Oaks, P.O. Box 30682,  Rochester,  New
York 14603,  Attention:  Kevin M.  Murphy,  Vice  President  Member  Relations -
Agricultural Services Department.

     The execution and delivery of the subscription  agreement will obligate the
subscriber to irrevocably  and  unconditionally  acquire the number of shares of
Class A common stock subscribed for in the  subscription  agreement if we accept
the  subscription.  We reserve the right to accept or reject any subscription in
whole or in part in our sole and complete discretion.

     By executing the subscription agreement,  each grower-subscriber  expressly
grants to us the right to  repurchase  his shares of Class A common  stock for a
total consideration of $5 for each share.

     Prospective  growers-subscribers are referred to the subscription agreement
provided  with  this  prospectus  for the full text of the  representations  and
warranties and other agreements and obligations he will make to or with Pro-Fac.

                               BUSINESS OF PRO-FAC

     We are an  agricultural  cooperative  formed  under  New York  State law to
process and market  crops grown by our members.  Only growers of crops  marketed
through Pro-Fac, or associations of such growers, can become members of Pro-Fac.

     Membership.

     Membership  in Pro-Fac is evidenced by the  ownership of our common  stock.
Our common stock is divided into two classes -- Class A common stock and Class B
common stock.  Holders of Class A common stock are "Class A members." Holders of
our Class B common  stock are "Class B  members."  Crops  supplied  to us by our
Class A members are sold to Agrilink  Foods for  processing  and, until February
2001,  crops  supplied  by our  Class B  members  were  sold to  AgriFrozen  for
processing.  We currently do not have any Class B members.  See  "Description of
Pro-Fac Securities-Common Stock".
<PAGE>
     Growers  desiring  to become  members of Pro-Fac  are  required  to file an
application for  membership.  In the application a grower agrees to, among other
things, purchase the required number and class of shares of our common stock, as
determined  by our board of directors  based upon the quantity and type of crops
to be marketed through Pro-Fac by the member-applicant.

     We currently have approximately 604 Class A members located  principally in
New  York,  Delaware,  Pennsylvania,  Illinois,  Michigan,  Washington,  Oregon,
California, Iowa, Nebraska, Florida, and Georgia. Crops grown by our members and
purchased by us include:

     *    fruits, such as cherries, apples, blueberries, and peaches

     *    vegetables,  such as snap beans, beets, cucumbers, dry beans, spinach,
          lima beans, peas, sweet corn,  carrots,  cabbage,  squash,  asparagus,
          potatoes, turnip roots and leafy greens, and

     *    popcorn.

     Regional Representation.

     The business of Pro-Fac is conducted  pursuant to policies  established  by
our board of directors.  The territorial area in which Pro-Fac operates has been
divided  into  geographic  regions  based on natural  divisions  of product  and
location.  In addition,  some regions have been further  divided into districts.
The members within each region or district are represented on Pro-Fac's board of
directors by at least one director. In an effort to insure a reasonably balanced
representation  of  members  from  various  geographic  regions  on our board of
directors,  our board of  directors  designates  the number of  directors  to be
elected from each region or district based on the value of raw product delivered
by the members  from the  particular  geographic  region.  Presently,  Pro-Fac's
operations are conducted in five regions.  These regions,  as well as the number
of directors  elected from each region,  are identified in the following  table.


                                                                 Present Number
    Region                         Area                           of Directors
-----------------       ----------------------------------       --------------


  I   (Dist.  1)        Western Upstate New York                         2
      (Dist.  2)        Eastern Upstate New York                         2
      (Dist.  3)        Pennsylvania and Delaware                        1
 II   (Dist.  1)        Michigan                                         3
      (Dist.  2)        Illinois                                         1
III                     Iowa and Nebraska                                1
 IV                     Washington, Oregon, and California               1
  V                     Georgia and Florida                              1

     The members in each region elect the director or directors for that region.
In the case of a region  that is divided  into  districts,  the  members in each
district elect the directors for that district. There are currently 12 directors
on our board of directors.  Although our bylaws authorize our board of directors
to appoint up to one-fifth of the total  number of  directors,  our members have
historically elected all our directors.

     Commodity Committees.

     Commodity  committees  have been  established  for each of the major  crops
marketed  through us. Each committee member is a member of Pro-Fac who grows the
crop or crops with which his committee  represents.  The  committees are charged
with the  responsibility of counseling and advising our board of directors,  our
officers and management of matters  generally  associated with the specific crop
or crops the committee members represent.

     Under our current  policy,  if a  particular  crop is produced in different
geographic areas,  commodity  committees are established either for the separate
geographic areas or for a combination of the geographic  areas.  Members of each
commodity  committee  are  elected  by the  members  of Pro-Fac in the region or
regions for which the particular commodity committee serves.
<PAGE>
     Our  commodity  committees  have  been  active  in  advising  our  board of
directors on numerous matters affecting Pro-Fac crops,  particularly with regard
to the  determination  of CMV  and  the  content  of the  annual  crop  delivery
agreements,  which specify, among other things, the terms under which crops will
be grown, harvested and delivered.

     Marketing of Members' Crops.

     General Marketing  Agreement:  Each member of Pro-Fac enters into a general
marketing  agreement with Pro-Fac. In the general marketing agreement the member
appoints Pro-Fac as his exclusive agent for processing and marketing the portion
of his crop committed under the general marketing agreement,  and under the crop
delivery  agreements  executed between Pro-Fac and the members each year for the
then up-coming growing season. In the general marketing agreement Pro-Fac agrees
to make  available,  through its  marketing  and  facilitation  agreements  with
Agrilink  Foods,  facilities for receiving and processing the crops delivered by
its members to Agrilink Foods.

     Passage of Title to Crops: Upon a member's delivery of crops to us, we take
title to the crops and have the right to transfer, process or encumber the crops
as we see fit, subject to the provisions of the general marketing  agreement.  A
member  delivering  crops to Pro-Fac has no control  over those crops  following
delivery.  Prior to delivery to Pro-Fac,  each member  bears all risk of loss or
damage to his crops.

     Quantity of Crops  Marketed:  The  quantity of a crop to be  delivered by a
member in any year is the  quantity  established  in the  annual  crop  delivery
agreements which are supplements to the general  marketing  agreements.  Members
are required to purchase additional shares of common stock if they undertake to:

     * increase their delivery to Pro-Fac of a particular crop or

     * grow a new type of crop to be marketed through Pro-Fac.

     A member's  common stock  ownership is dependent upon the quantity and type
of raw product to be delivered by the member.

     If  we  determine  that  additional  quantities  of a  crop  are  required,
additional  shares of common  stock  will be  offered  to  growers  of the crop.
Qualified  current  members of Pro-Fac in the area where the crop is needed will
be given the first  opportunity  to purchase  the stock.  If a reduction  in the
quantity of a crop is required, the common stock holdings of all Pro-Fac members
delivering that crop will be  proportionately  reduced.  The opportunity to grow
additional crops and the requirement to reduce crop production will be given and
made by our board of directors.

     If a change in total crop  requirement is determined to be only  temporary,
adjustments  of  common  stock  holdings  will not be  required.  If  additional
quantities are temporarily required, we will offer our members currently growing
the crop the  opportunity  to deliver the additional  quantities,  on a pro rata
basis, without regard to membership class. If a temporary reduction in a crop is
required,  we may  temporarily  pro-rate  downward  the  quantity  of  the  crop
delivered by all members supplying it, without regard to membership class.

     If the deliveries of a crop are temporarily pro-rated downward, the members
affected  may,  with the  approval  of our board of  directors,  be offered  the
opportunity to sell their excess common stock to Pro-Fac.

     A member  choosing  to sell a portion of his shares of common  stock  would
permanently reduce, by a corresponding amount, the amount of crop he is entitled
to deliver to Pro-Fac.

     The quantity of a  particular  crop to be delivered to Pro-Fac may be based
on:

     * the actual  number of acres the member agrees to plant and harvest for
       delivery to Pro-Fac, or

     * a specified tonnage.
<PAGE>
     For example,  growers of sweet corn and snap beans typically agree to plant
and harvest a specified number of acres of those crops, while growers of squash,
carrots and  asparagus  typically  agree to supply a specified  tonnage of those
crops.

     Agent  Growers:  If a member  is  temporarily  unable to  fulfill  his crop
production  obligations  to  Pro-Fac,  either in whole or in part,  he may, on a
temporary basis,  contract with another grower or growers, who may, but need not
be, a member,  to fulfill all or a part of the member's  obligations  to deliver
crops to Pro-Fac. In the event a member contracts with another member to fulfill
his crop production obligations,  the member must be of the same class. In other
words,  Class A members may only contract with other Class A members and Class B
members may only  contract with other Class B members.  All payments,  including
the  allocation  of  retains,  made by Pro-Fac for crops  delivered  by an agent
grower will be made  directly to the agent  grower.  A member may not utilize an
agent grower to fulfill his production  obligations  to Pro-Fac more  frequently
than once in any two consecutive years without subjecting himself to a mandatory
transfer of his common stock representing the crop production  obligations he is
not able to fulfill.

     Payment for Members' Crops.

     Commercial  Market Value:  Our marketing and  facilitation  agreement  with
Agrilink Foods  provides,  generally,  that we will be paid the CMV of the crops
purchased from us.

     Acting  upon  the  recommendation  of  a  joint  committee,  our  board  of
directors,  together  with the  board  of  directors  of  Agrilink  Foods,  will
determine  the  CMV of our  Class A  members'  crops.  The  joint  committee  is
comprised of the chief  executive  officer of Agrilink Foods and an equal number
of Pro-Fac directors and disinterested directors.

     In  making  its  determination,  the joint  committee  will  consider  data
supplied by  Agrilink  Foods  concerning  pre-season  contracts  and open market
purchases for various crops.  The joint  committee  will also give  considerable
weight to the advice of the commodity committees  representing the various crops
marketed through Pro-Fac.

     Pools.

     Our  membership  is divided into two separate and distinct  pools:  (a) our
Class A member  pool,  which is limited  to Class A members  and (b) the Class B
member pool,  which is limited to Class B members.  We currently have no Class B
members.

     Patronage Proceeds.

     Our patronage  proceeds are equal to our gross receipts,  which are derived
from sources that under law qualify as patronage  income,  including income from
the sale of raw products and all income from other patronage  sources,  less our
operating  expenses  attributable to the production of our patronage income. Our
operating  expenses  include  overhead,  interest,  dividends on capital  stock,
maintenance,  depreciation,  obsolescence,  bad  debts,  taxes and other  proper
costs,  all as  determined  by our  board of  directors.  Gains and  losses  are
distributed  based on the nature of the  business  disposed of, but in any event
such gains and losses are to be distributed to the members affected.

     Members' Share of Patronage Proceeds.

     Each  member's  and each agent  grower's  pro rata  share of the  patronage
proceeds is determined  annually  based upon each  member's  share of the year's
total CMV.

     In any year in which  patronage  proceeds  exceed CMV,  the members will be
paid or  allocated  their pro rata  portion  of the excess  patronage  proceeds.
Similarly, if in any year the patronage proceeds are less than CMV, then the CMV
paid to each member and agent grower as the purchase price for his crop shall be
reduced by his share of the loss for the year.
<PAGE>
     Payment of Patronage Proceeds:  Our bylaws require us to pay or allocate to
each member or agent  grower his pro rata share of patronage  proceeds  within 8
1/2 months after the end of our fiscal year.

     Retention  of  Patronage  Proceeds:  A portion  of the  patronage  proceeds
payable to our members  may be retained by us for use as working  capital or for
other general corporate purposes.  Retained patronage proceeds are characterized
as qualified  retains.  Patronage  proceeds  that are retained will be allocated
among the members and agent growers.

     Under the Internal  Revenue Code,  we are permitted to deduct,  for federal
income tax purposes,  the entire amount of retained patronage proceeds allocated
(but not yet distributed) to our members, provided,

     *    we give our members a "qualified  written notice of allocation," which
          discloses to the member the stated dollar  amount  allocated to him as
          retained patronage income;

     *    each member  consents  to include in his gross  income for the taxable
          year the stated dollar amount of the allocation, as well as the amount
          of percentage income actually distributed to him; and

     *    at least 20% of each  member's  retained  patronage  income is paid in
          cash.

     If all of  these  requirements  are  met,  the  retained  patronage  income
constitutes a qualified retain.  Retained patronage income not meeting the above
requirements is a non-qualified retain.

     Our bylaws  require us to pay or account  annually to our members for their
crops,  on a cooperative  basis, in cash and through the allocation of qualified
retains as our board of  directors  determines.  For the past five years we have
paid our Class A members at least the full CMV of all of their products marketed
through us.  Patronage  proceeds in excess of CMV, after payment of dividends on
our capital stock, have been paid partially in cash to our members and partially
in the form of retains.

     The  percentages of CMV paid in cash or allocated to our Class A members as
retains over the last five fiscal years are as follows:

Class A Members
                                        Fiscal Years Ended June
                                 ---------------------------------------
                                 2001      2000    1999    1998    1997
                                 ----      ----    ----    ----    ----

Paid in cash                    100.0%    102.1%  100.0%  102.6%  101.7%
Allocated as qualified retains    0.0       4.9     0.0     7.9     5.2
                                -----     -----   -----   -----   -----

Total                           100.0%    107.1%  100.0%  110.5%  106.9%
                                =====     =====   =====   =====   =====


     Timing  of  Payments  for  Crops:  Agrilink  Foods is  required,  under its
marketing and facilitation  agreements with us, to pay us the purchase price for
crops  purchased  from us on a date or  dates  that  coincide  with  the time of
payment  for  crops  by us to our  members.  The  actual  CMV  of a crop  cannot
ordinarily be determined  until well after the harvest,  so initial payments are
generally  based upon the final CMV  established for the crop in the prior year,
unless the board of  directors  determines  that  average  industry  prices have
changed significantly since that time.

     Once payments for  particular  crops are received from Agrilink  Foods,  we
will pay the funds  received  over to the Class A members  who  delivered  those
crops.  Subject to minor  variations,  we have historically paid our members the
purchase price for their crops in accordance with the following schedule:

     Recognizing the costs involved in harvesting and delivering a crop, we have
historically  offered  harvest time cash advances to our members.  The terms and
conditions  governing  these  advances are specified in the annual crop delivery
agreements. The harvest time payment is usually due approximately one week after
delivery  of a crop,  and the total  amount of the advance may not exceed 50% of
the crops estimated CMV. The harvest time advance

<PAGE>


is repaid by  deducting  the amount of the  advance  from the first CMV  payment
otherwise due the member for the crop.

     *    50% of estimated  CMV is paid not later than 30 days after  completion
          of delivery of a particular crop;

     *    another 25% of estimated or actual CMV is paid not later than 120 days
          after the average date of final delivery for each crop; and

     *    the  balance of CMV is paid not later than the  immediately  following
          July 15.

     Any  payments in addition to CMV are made as soon as  possible,  but in any
event within 8 1/2 months following the end of our fiscal year.

     For  example,  if a member  delivers  crops to us with a CMV of  $10,000 on
September 1, 2001 and a total of $1,050 in  patronage  proceeds in excess of CMV
is earned for the year and  allocated  to him,  he will be paid or  allocated  a
total of $11,050 for his crops. Of this amount, he will be paid $10,000 (CMV) in
cash, in three  installments  based on the  following  schedule of payments from
Agrilink Foods:

     *    $5,000 by October 1, 2001, less any harvest time advance;

     *    $2,500 by  February  1, 2002,  assuming  this  member's  date of final
          delivery  coincides  with the average  date of final  delivery for the
          same crop, and

     *    $2,500 by July 15, 2002.

     In addition,  as soon as the necessary  computations  can be made and final
payment is received from Agrilink  Foods,  but before March 15, 2002, the $1,050
of excess patronage proceeds will be paid or allocated to the member in the form
of cash or  retains.  A minimum  of 20% of the  excess  over  CMV,  in the above
example $210,  must be distributed in cash and the balance may be distributed in
the form of retains. See "Description of Pro-Fac Securities."

     Tax Matters.

     As a cooperative,  we are taxed under  Subchapter T of the Internal Revenue
Code (the "Code").  Subchapter T imposes regular  corporate  income tax rates on
cooperatives,  but at the same time allows  cooperatives  to deduct from taxable
income,  for  federal  income tax  purposes,  certain  deductions  which are not
available to other business  corporations.  In particular,  under Subchapter T a
cooperative may deduct from its taxable income all amounts which are paid to its
members and other patrons as patronage  dividends (either in cash or through the
allocation of amounts  retained by the  cooperative and represented by qualified
written notices of allocation)  with respect to patronage  occurring  during the
taxable  year.  Non-patronage-sourced  income of a  cooperative  is  subject  to
federal income tax at the cooperative level.

     In general,  the payments from earnings of a cooperative  to its members in
the form of cash and qualified retains constitute patronage dividends within the
meaning of Subchapter  T. Members and other patrons of a cooperative  must agree
to include in their taxable income in the year received all amounts of patronage
dividends  paid in cash or  allocated to their  accounts as  qualified  retains.
Patronage  income  allocated  by a  cooperative  to its  members  in the form of
non-qualified  retains is taxable at the cooperative level when such retains are
issued.  In  the  year  in  which  non-qualified   retains  are  redeemed  by  a
cooperative,  the  cooperative  receives  a tax  deduction  in the amount of the
retains which are redeemed.  Members and other patrons of the  cooperative  must
agree  to  include  in  their  taxable  income  in the  year of  redemption  any
non-qualified retains redeemed by the cooperative.

     Under  our  marketing  and  facilitation  agreement  with  Agrilink  Foods,
payments are made by Agrilink Foods for the crops of our members. Such payments,
in part,  are based upon the earnings of Agrilink  Foods  derived from  products
processed  from the crops  supplied by our Class A members.  These  payments are
classified   and  reported  by  us,  for  federal   income  tax   purposes,   as
patronage-sourced  income. Because there are few guidelines in this area of law,
such  classification  and reporting has in the past led to and may in the future
lead to audit  disputes  with the  Internal  Revenue  Service  ("IRS").  The IRS
clarified its position in a technical  advice  memorandum to us on September 23,
1991. Although
<PAGE>
changes have occurred in our relationship with Agrilink Foods since the issuance
of the technical advice memorandum,  the contractual  relationship requiring the
payments  based upon the earnings of Agrilink  Foods remains  substantively  the
same as when the technical advice  memorandum was issued.  Accordingly,  we have
continued  to treat  payments  based  upon the  earnings  of  Agrilink  Foods as
patronage-sourced  income.  In  January  1995,  Agrilink  Foods and our board of
directors  approved  appropriate  amendments to Agrilink  Foods' bylaws to allow
Agrilink  Foods to qualify as a cooperative  under  Subchapter T of the Code. On
August 24,  1995,  we received a favorable  ruling  from the IRS  approving  the
change in tax treatment  effective for fiscal 1996.  This ruling also  confirmed
that the  change in tax  status of  Agrilink  Foods  would have no effect on our
ongoing  treatment as a cooperative under Subchapter T of the Code. Based on the
foregoing, Harris Beach, LLP, our legal counsel, is of the opinion that payments
to  members of Pro-Fac  based  upon  earnings  of  Agrilink  Foods  continue  to
constitute patronage-sourced income pursuant to Subchapter T of the Code. In the
event,  however,  the IRS changes our classification as a cooperative and/or the
reporting  of  patronage-sourced  income  by us,  additional  income  taxes  and
interest  could  be  assessed  as a result  of the  reclassification  of  income
reported as patronage-sourced income to non-patronage-sourced income.

     From time to time various  proposals have been made and bills introduced in
Congress  which would have the effect of  modifying or  eliminating  the present
provisions  of the Code  pursuant  to which  cooperatives  are  taxed  and could
subject cooperatives to greater federal income tax liability. It is not possible
to predict  whether any such proposal may be adopted,  or if adopted what effect
it might have on our federal  income tax  liability  and the federal  income tax
liability of our members.

     In  addition,  from time to time the IRS issues  revenue  rulings,  revenue
procedures,  and other official  statements,  which may be either prospective or
retrospective in application,  by which it seeks to interpret and administer the
provisions of the Code  applicable  to  cooperatives.  It is also  impossible to
predict the effect any such administrative interpretations, which may be adopted
in the future, would have on our federal tax liability or that of our members.

     Tax Treatment of Amounts Paid or Allocated to Members.

     Under the federal income tax laws,  our members must  currently  include in
their taxable income  calculation the purchase price for their crops,  including
all cash payments and allocations of qualified  retains.  Non-qualified  retains
are not  subject to current  taxation  to our members and are taxable to members
only if and when redeemed by us.

                                SUBSEQUENT EVENTS

     Legal Proceedings.

     On September 25, 2001, in the circuit  court of Multnomah  County,  Oregon,
Blue Line Farms commenced a class action suit against Pro-Fac Cooperative, Inc.,
Agrilink Foods, 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;  (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>
                        DESCRIPTION OF PRO-FAC SECURITIES

     This  description  summarizes  some  of  the  provisions  of  our  restated
certificate of incorporation, a copy of which has been included as an exhibit to
our registration  statement.  If you want more complete information,  you should
read the provisions of our restated certificate of incorporation.

     Our authorized capital stock consists of 5,000,000 shares of Class A common
stock,  2,000,000  shares  of Class B common  stock  and  55,000,000  shares  of
preferred  stock.  We are also  authorized to issue up to $15,000,000 of special
membership interests.

     As of September 1, 2001,  we had  outstanding  2,000,474  shares of Class A
common stock with a par value of $5 per share,  32,308 shares of  non-cumulative
preferred stock with a par value of $25 per share,  4,495,443  shares of Class A
cumulative preferred stock with a par value of $1 per share and 23,923 shares of
Class B series  1, 10%  cumulative  preferred  stock  with a par value of $1 per
share.  There were no shares of Class B common  stock and no special  membership
interests outstanding.

     Common Stock.

     Rights  to  dividends  and on  liquidation.  Any  outstanding  retains  and
preferred  stock would rank senior to the common stock in respect of liquidation
rights and  dividend  rights.  This means  that we cannot pay  dividends  on our
common stock unless we first pay all dividends owing to holders of our preferred
stock  at  that  time.  Additionally,  upon  liquidation,  we  cannot  make  any
distribution  to  holders  of our common  stock  until we first pay all  amounts
required to be paid to holders of our preferred stock and retains.

     Under present law,  dividends on our common stock may not exceed 12% of its
par value per year.  Members who purchase shares of common stock in installments
are entitled to receive  dividends only on those shares of common stock actually
issued to them.

     Voting.  All voting  power is vested  exclusively  in the holders of common
stock.  However, each member is entitled to one vote regardless of the number of
shares  held.  When  two or more  holders  of  common  stock  are  joined  in an
agricultural  venture, our board of directors will determine whether the venture
is a single enterprise, entitling the participating holders to a single vote, or
multiple enterprises, entitling the holders to more than one vote.

     Preemptive  rights.  Holders of our  common  stock do not have any right to
purchase  additional  shares of common  stock or any of our capital  stock if we
sell shares to others.

     Conversion  rights.  Our  common  stock is not  convertible  into any other
security of Pro-Fac.

     Required disposition and redemption of common stock. As described below:

     *    In the event a member is no longer a producer of agricultural products
          marketed  through  us then the  member is  required  to dispose of his
          shares of common stock;

     *    Upon the death of an  individual  member,  the estate of the  deceased
          member will  continue  as a member for the  purposes of winding up the
          affairs of the  deceased  member until all of the  obligations  of the
          deceased member to us have been  performed,  including those under any
          then  current  crop  delivery  agreement.  After  fulfillment  of  the
          deceased  member's  obligations to us, the deceased member's estate is
          required to dispose of the member's common stock;

     *    In the event we discontinue a crop,  then all members whose  ownership
          of common stock is based upon their marketing of the discontinued crop
          through us will be required to sell their  common stock to us for cash
          at the par value, plus any declared but unpaid dividends; and

     *    In the event a member  desires  or is  required  by us to  permanently
          reduce the  quantity  of a crop which he sells to us,  then the member
          will be  required  to  dispose  of the  number of shares of his common
          stock as is necessary to bring his ownership of shares of common stock
          into proper  relationship  to the  quantity and type of crops which he
          markets through us.

<PAGE>

     A member who voluntarily wishes to sell his common stock or who is required
to sell his shares of common stock must make a reasonable effort to find another
grower within the disposing  member's  pool,  that is, a Class A member must use
reasonable  efforts to find  another  grower in the Class A member  pool,  and a
Class B member must use reasonable efforts to find another grower in the Class B
member pool, who is willing to purchase the member's common stock and assume all
of his  obligations  to us and who  meets all  requirements  for  membership  in
Pro-Fac.  We will give a  disposing  member a  reasonable  period of time within
which to find another grower. We currently do not have any Class B members

     We may assist the disposing  member in finding  another  grower by advising
him of the price another  qualified grower in the appropriate  class,  that is a
Class A member, acceptable to us, is willing to pay for the stock. Historically,
these prices have varied widely by commodity and by the region in which the crop
associated  with the  common  stock is to be  grown.  Sales are often at a price
exceeding  the $5 par value at which the  common  stock was  originally  issued.
Historically,  there has usually been sufficient demand for common stock offered
for sale by members.

     In the event the  disposing  member  is unable to find a  qualified  grower
within a reasonable  period of time, the member must sell his common stock to us
for cash at par value plus any declared and unpaid dividends.

     Liability  for  further  assessment.  Shares  of our  common  stock are not
subject  to  further  call  or  assessment.   Under  the  New  York  Cooperative
Corporations Law, however, each member of a cooperative corporation,  as well as
each director, may be personally liable for certain amounts due to employees for
services rendered to the cooperative.

     Transfer agent. We function as our own transfer agent for our common stock.

     Transferability. Our common stock is issued only to growers of agricultural
products  marketed  through  us,  or to  associations  of  growers,  and  may be
transferred only to another grower who meets our membership standards.  A member
holding  shares of Class A common stock may only  transfer his shares to another
member  owning  shares  of Class A common  stock  or to a  grower  eligible  for
membership  in Pro-Fac and eligible to own shares of Class A common  stock,  and
approved by us.

     Non-Cumulative  Preferred  Stock,  Class A Cumulative  Preferred  Stock and
Class B, Series 1 Cumulative Preferred Stock.

     General:  Our non-cumulative  preferred stock, Class A cumulative preferred
stock and Class B, series 1 cumulative  preferred stock are not convertible into
any other securities. We are not obligated to redeem or retire these securities.

     Our Class A  cumulative  preferred  stock is listed on The Nasdaq  National
Market  system under the symbol  "PFACP."  There is currently no active  trading
market for either our  non-cumulative  preferred  stock or our Class B, series 1
cumulative  preferred stock. We do maintain an ongoing exchange program to allow
holders of  non-cumulative  preferred stock to exchange their shares for Class A
cumulative  preferred  stock on a  share-for-share  basis.  A "blackout"  period
exists between the dividend  qualifying  date for the  non-cumulative  preferred
stock and October 16 each year when such exchanges cannot be made. This prevents
a holder from  collecting the annual  dividend on the  non-cumulative  preferred
stock and immediately becoming eligible to collect the quarterly dividend on the
Class A cumulative preferred stock.

     Our Class B, series 1 cumulative  preferred  stock is issuable to employees
of Agrilink Foods  pursuant to an employee  stock purchase plan.  Under the plan
employees of Agrilink Foods can purchase  shares of Class B, series 1 cumulative
preferred stock at a price of $10 per share.

     Ranking:  The non-cumulative  preferred stock, Class A cumulative preferred
stock and Class B, series 1 cumulative preferred stock rank senior to the common
stock and are on parity with each other with respect to payment of dividends and
distributions upon liquidation.
<PAGE>
     Generally,  this  means that we cannot pay  dividends  on our common  stock
unless  we have  paid the full  amount of the  dividends  on the  non-cumulative
preferred  stock,  Class A  cumulative  preferred  stock and  Class B,  series 1
cumulative  preferred stock that are due and owing at the time.  Also, if we are
dissolved or liquidated,  holders of the non-cumulative preferred stock, Class A
cumulative  preferred stock and Class B, series 1 cumulative preferred stock are
required to be paid the full amount of their liquidation  preferences before any
assets can be distributed to holders of common stock. The liquidation preference
of the non-cumulative  preferred stock is $25 per share plus declared and unpaid
dividends.  The liquidation preference of the Class A cumulative preferred stock
is $25 per  share  plus  all  accrued  and  unpaid  dividends.  The  liquidation
preference of the Class B, series 1 cumulative  preferred stock is $10 per share
plus all accrued and unpaid dividends.

     So long as shares of non-cumulative preferred stock remain outstanding,  we
cannot  create any class of stock that would rank  senior to the  non-cumulative
preferred  stock with respect to  liquidation  and dividend  rights  without the
consent of at least 2/3 of the outstanding  shares of  non-cumulative  preferred
stock.

     Dividends.  Holders  of  non-cumulative  preferred  stock are  entitled  to
receive,  when and as declared by our board of  directors,  non-cumulative  cash
dividends  at the rate per  annum of not less than 6% per share of the par value
of such shares.

     Holders of Class A cumulative preferred stock are entitled to receive, when
and as  declared  by our board of  directors,  cumulative  cash  dividends  at a
quarterly rate equal to $.43 per share, or an annual rate of approximately 6.88%
of the liquidation  preference of $25 per share. We pay dividends on the Class A
cumulative  preferred  stock  quarterly in arrears on or about January 31, April
30, July 31, and October 31, of each year.

     Holders of Class B, series 1  cumulative  preferred  stock are  entitled to
receive,  when and as  declared  by our  board  of  directors,  cumulative  cash
dividends at the rate per annum of $1 per share.  We generally  pay dividends on
the Class B, Series 1 Cumulated Preferred stock annually in April.

     Redemption.  We can redeem our  non-cumulative  preferred stock at any time
upon 90 days written  notice.  If we decide to redeem,  we can redeem all of the
outstanding  shares at once,  or we can redeem  some of the shares at  different
times.  The  redemption  price is $25 per  share,  plus an  amount  equal to all
declared and unpaid dividends.

     We can  redeem  the  Class A  cumulative  preferred  stock at any time upon
written notice not less than 30 days and not more than 60 days prior to the date
fixed for  redemption.  If we decide to redeem less than all of the  outstanding
shares at once,  the shares to be redeemed  can be selected  pro-rata or by lot,
except  that we have the  right to first  redeem  all of the  shares  of Class A
cumulative  preferred stock held by any holder who owns 100 or less shares.  The
redemption  price is $25 per share,  plus an amount  equal to accrued and unpaid
dividends.

     The Class B, series 1 cumulative  preferred  stock can be redeemed by us at
any time  upon not less than 30 days and not more  than 60 days  written  notice
before the date fixed for  redemption.  The  redemption  price is $10 per share,
plus an amount equal to accrued and unpaid dividends.

     Voting   rights.   The  only  voting   rights  the  holders  of  shares  of
non-cumulative  preferred stock, Class A cumulative preferred stock and Class B,
series 1 cumulative preferred stock have are those required by law.

     Generally, this means that if we want to change our restated certificate of
incorporation  in a way that would materially and adversely affect these holders
of those shares, then we must get the approval of holders of at least 2/3 of the
outstanding  shares  of  non-cumulative  preferred  stock,  Class  A  cumulative
preferred stock and Class B, series 1 cumulative preferred stock.

     Restriction on stock  acquisitions.  We are prohibited from repurchasing or
otherwise  redeeming our stock,  other than to repurchase  our common stock from
departing members, unless full dividends have been paid or are contemporaneously
declared on the  non-cumulative  preferred stock,  Class A cumulative  preferred
stock and Class B, series 1 cumulative preferred stock.

     Transfer agent: The transfer agent, dividend agent and redemption agent for
the Class A cumulative preferred stock is Computershare Investor Services,  LLC.
We act as our own  transfer  agent for our  non-cumulative  preferred  stock and
Class B, series 1 cumulative preferred stock.
<PAGE>
     Retains.

     Annual  allocation:  Retains,  if any, must be allocated to the accounts of
our members within 8 1/2 months of the close of our fiscal year. Our fiscal year
ends on the last Saturday of June. It has been,  and continues to be, our policy
to allocate  retains to our members on or about  September 15 of each year. Each
member is  typically  advised  of the  allocation  of  qualified  retains to his
account by means of an investment summary which is mailed to him each year on or
about  September 15. There were no allocations of retains to Class A members for
fiscal 1999 and fiscal 2001.

     Qualified retains: Qualified retains bear no interest, but five years after
issuance,  based on membership class, they may mature into shares of our Class A
cumulative  preferred stock at the discretion of our board of directors.  If our
Board  determines to redeem qualified  retains,  one share of Class A cumulative
preferred  stock  for each $25 of  qualified  retains  is  ordinarily  issued to
holders of qualified retains on or about December 31 following the completion of
the fifth year after allocation of the qualified retains.

     Transferability of retains; absence of market: Qualified retains are freely
transferable.   Although   there   are   several   broker-dealers   facilitating
transactions in our qualified  retains,  there can be no assurance that a market
for such retains will exist. Historically,  sales of qualified retains have been
at prices  substantially  less  than  their  face  amount.  If a market  for our
qualified retains is established,  the increased leverage of Pro-Fac as a result
of the DFVC  acquisition  in  fiscal  1999,  and the  limits on our  ability  to
repurchase our preferred  stock pursuant to Agrilink  Foods' credit facility and
the indenture covering its notes, are likely to decrease the prices at which our
qualified retains are traded.

     Rights to dividends and to  distributions  on liquidation:  All retains are
junior and  subordinate to our  indebtedness.  In the event of our  liquidation,
holders of our retains would rank senior to our  preferred  stock and our common
stock. No dividends are payable on our retains.

     Restrictions on dividends and other distributions to members and investors.

     As guarantors of the  indebtedness  of Agrilink  Foods we are limited as to
the aggregate  dollar  amounts we can pay or distribute in the form of dividends
or other  distributions  for the purchase or  redemption of shares of our common
stock and preferred stock each fiscal year. Further,  because Agrilink Foods and
its lenders are the principal  sources of cash used by us to pay dividends,  the
restrictions on payments from Agrilink Foods to us under its credit facility may
also limit our ability to pay dividends on our common and preferred stock.

     Certificates for securities.

     Except  with  respect  to  our  Class  A  cumulative  preferred  stock,  we
ordinarily do not issue certificates representing shares of either our common or
preferred  stock or our  members'  interests  in retains,  except upon  specific
request.  In  lieu  of  certificates,  we  distribute  to our  members  and  our
non-member  security holders  periodic  computerized  statements  referred to as
"investment  summaries." The investment  summaries detail the investment of each
member or  security  holder in our  securities  by type of  security,  number of
shares, or dollar amount,  and date of issue. In the case of qualified  retains,
the  summaries  also  indicate  the date upon which they are  anticipated  to be
replaced  by  corresponding   par  value  dollar  amounts  of  preferred  stock.
Additionally,  the investment summaries detail each member's crop commitments to
us.

                                  LEGAL MATTERS

     Harris Beach LLP, Rochester, New York will pass on certain legal matters in
connection  with  the  offering,  including  the  validity  of the  issuance  of
securities being offered hereby.

                                     EXPERTS

     The financial  statements  incorporated  in this Prospectus by reference to
the  Annual  Report on Form 10-K for the year  ended  June 30,  2001,  have been
incorporated  in  reliance  on  the  report  of   PricewaterhouseCoopers,   LLP,
independent  accountants,  given on the  authority  of said firm as  experts  in
auditing and accounting.


<PAGE>


                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.

     The following table sets forth expenses in connection with the issuance and
distribution  of  the  securities  being  registered.  All  amounts  except  the
registration  fee  payable  to  the  Securities  and  Exchange   Commission  are
estimates.

SEC Registration Fee.........................................    $      375
Legal Fees and Expenses......................................*   $    5,000
Accountants Fees and Expenses................................*   $    4,000
Printing and Engraving Fees..................................*   $    5,000
Blue Sky Fees and Expenses...................................*   $    1,000
Transfer Agent and Registration Fee and Expenses.............          None
Miscellaneous................................................*   $    4,600
                                                                 ----------
  Total Issuance and Distribution Expenses...................    $   19,975
                                                                 ==========

* Estimated

Item 15. Indemnification of Directors and Officers.

     Pro-Fac Cooperative.

     Pro-Fac is a New York cooperative corporation.  Sections 721 through 726 of
the New York  Business  Corporation  Law permit the  registrant to indemnify its
officers and directors  against  liabilities.  Under Section 722 of the New York
Business  Corporation  Law, the  registrant  may  indemnify  any person made, or
threatened  to be made, a party to any action or  proceeding,  whether  civil or
criminal,  by reason of the fact that he, his  testator or intestate is or was a
director,  officer or employee of the  registrant  or serves or served any other
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise in any capacity at the request of the registrant  against  judgments,
fines, amounts paid in settlement and reasonable expenses,  including attorneys'
fees actually and necessarily  incurred as a result of such action or proceeding
or any appeal  thereon,  if such  director or officer  acted in good faith for a
purpose which he reasonably believed to be in, or, under certain  circumstances,
not opposed to, the best interests of the registrant.

     Section 726 of the New York Business  Corporation Law allows the registrant
to purchase and  maintain  insurance to  indemnify  (i) the  registrant  for any
obligation which it incurs as a result of the  indemnification  of directors and
officers,  (ii)  directors  and  officers  in  instances  in  which  they may be
indemnified by the registrant,  and (iii) directors and officers in instances in
which they may not  otherwise  be  indemnified  by the  registrant  provided the
contract of insurance covering such directors and officers provides, in a manner
acceptable to the  superintendent  of insurance of the State of New York,  for a
retention amount and for co-insurance.  Notwithstanding  the foregoing,  no such
insurance  may provide  for any  payment,  other than cost of defense,  to or on
behalf of any director or officer (i) if a judgment or other final  adjudication
adverse to the insured  director or officer  establishes that his acts of active
and deliberate  dishonesty  were material to the cause of action so adjudicated,
or that he personally  gained in fact a financial  profit or other  advantage to
which he was not legally  entitled or (ii) in relation to any risk the insurance
of which is prohibited under the insurance law of the State of New York.

     The foregoing statements are subject to the detailed provisions of Sections
721 through 726 of the New York Business  Corporation Law, Pro-Fac's By-laws and
its Restated Certificate of Incorporation, as applicable.

     Liability Insurance.

     Pro-Fac  maintains  a  directors  and  officers  liability   insurance  and
corporation reimbursement policy, in such amount as it deems reasonable, against
certain  liabilities that may be asserted against, or incurred by, the directors
and officers of the  registrant in their  capacities as directors or officers of
such registrant,  including liabilities under Federal and state securities laws.
Such policy is due for renewal on October 15, 2001.
<PAGE>

<TABLE>
Item 16. Exhibits.
                                               EXHIBIT INDEX

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

  <S>   <C>
  3.1   Restated Certificate of Incorporation for Pro-Fac  Cooperative,  Inc. (filed as Exhibit 3.1 to Pro-Fac's Quarterly Report
        on Form 10-Q for the third fiscal quarter ended March 27, 1999 and incorporated herein by reference).
  3.2   Pro-Fac Cooperative, Inc. Bylaws (filed as Exhibit 3.2 to the Pro-Fac's Quarterly Report on Form 10-Q for the third fiscal
        quarter ended March 27, 1999 and incorporated herein by reference).
  4.1   Indenture,  dated as of November 18, 1998,  between  Agrilink Foods,  Inc., the Guarantors named therein and IBJ Schroder
        Bank & Trust Company, Inc. as Trustee (filed as Exhibit 4.1 to Agrilink Foods, Inc.'s Registration  Statement on Form S-4
        filed January 5, 1999 (Registration No. 333-70143) and incorporated herein by reference).
  4.2   Form of 11 7/8 Percent Senior  Subordinated  Notes due 2008 (filed as Exhibit B to Exhibit 4.1 to Agrilink Foods,  Inc.'s
        Registration  Statement  on Form S-4 filed  January 5, 1999  (Registration  No.  333-70143)  and  incorporated  herein by
        reference).
  4.3   Indenture, dated as of November 3, 1994, among PFAC, Pro-Fac and IBJ Schroder Bank & Trust Cooperative ("IBJ"), as Trustee,
        as amended by First Supplemental Indenture, dated as of November 3, 1994, each with respect to Agrilink Foods, Inc. 12.25
        percent Senior Subordinated Notes due 2005 (filed as Exhibit 4.1 to Agrilink Foods, Inc.'s Registration Statement on Form
        S-4 filed November 14, 1994 (Registration No. 33-56517) and incorporated herein by reference).
  4.4   Second Supplemental Indenture (amending the Indenture referenced in Exhibit 4.3 herein) dated November 10, 1997 (filed as
        Exhibit 10.25 to Pro-Fac Cooperative's Annual Report on Form 10-K for the fiscal year ended June 27, 1998, and incorporated
        herein by reference).
  4.5   Third Supplemental Indenture (amending the Indenture referenced in Exhibit 4.3 herein) dated September 24, 1998 (filed as
        Exhibit 10.26 to Pro-Fac Cooperative's Annual Report on Form 10-K for the fiscal year ended June 26, 1999, and incorporated
        herein by reference).
  5.1   Opinion of Harris Beach LLP (filed herewith).
  8.1   Opinion of Harris Beach LLP - Tax Matters (filed herewith).
 10.1   Marketing and  Facilitation  Agreement,  dated as of November 3, 1994,  between  Pro-Fac  Cooperative,  Inc. and Agrilink
        Foods, Inc. (filed as Exhibit 10.1 to Agrilink Foods, Inc.'s  Registration  Statement on Form S-4 filed November 17, 1994
        (Registration No. 33-56517) and incorporated herein by reference).
 10.2   Amendment to Marketing and  Facilitation  Agreement  between Pro-Fac  Cooperative,  Inc. and Agrilink  Foods,  Inc. dated
        September  23, 1998 (filed as Exhibit 10.9 to Pro-Fac  Cooperative's  Quarterly  Report on Form 10-Q for the third fiscal
        quarter ended March 27, 1999 and incorporated herein by reference).
 10.3   Management  Incentive Plan, as amended (filed as Exhibit 10.2 to Agrilink Foods,  Inc.'s  Registration  Statement on Form
        S-4  filed November 17, 1994 (Registration No. 33-56517) and incorporated herein by reference).
 10.4   Supplemental  Executive  Retirement  Plan,  as amended  (filed as Exhibit  10.3 to Agrilink  Foods,  Inc.'s  Registration
        Statement on Form S-4  filed November 17, 1994 (Registration No. 33-56517) and incorporated herein by reference).
 10.5   Master Salaried Retirement Plan, as amended (filed as Exhibit 10.5 to Agrilink Foods,  Inc.'s  Registration  Statement on
        Form S-4  filed November 17, 1994 (Registration No. 33-56517) and incorporated herein by reference).
</TABLE>


<PAGE>
<TABLE>
(a)  Exhibits (Continued):
<CAPTION>

Exhibit
Number                                             Description of Exhibit
-------  --------------------------------------------------------------------------------------------------------------------
<S>    <C>
10.6   Non-Qualified Profit Sharing Plan, as amended (filed as Exhibit 10.6 to Agrilink Foods, Inc.'s Registration Statement on Form
       S-4 filed November 17, 1994 (Registration No. 33-56517) and incorporated herein by reference).
10.7   Second  Amendment  to  Non-Qualified  Profit  Sharing  Plan.  (filed  as  Exhibit  10.14 to the  Agrilink  Foods,  Inc.'s
       Registration Statement on Form S-1 filed June 15, 1995 (Registration No. 33-60273) and incorporated herein by reference).
10.8   Agrilink Equity Value Plan Adopted on June 24, 1996 (filed as Exhibit 10.17 to Pro-Fac Cooperative's Annual Report on Form
       10-K for the fiscal year ended June 29, 1996 and incorporated herein by reference).
10.9   Raw Product Supply Agreement with Seneca Foods Corporation (filed as Exhibit 10.22 to Pro-Fac Cooperative's Annual Report on
       Form 10-K for the fiscal year ended June 28, 1997 and incorporated herein by reference).
10.10  Reciprocal Co-Pack Agreement with Seneca Foods Corporation (filed as Exhibit 10.23 to Pro-Fac Cooperative's Annual Report on
       Form 10-K for the fiscal year ended June 28, 1997 and incorporated herein by reference).
10.11  Credit Agreement among Agrilink Foods, Inc., Pro-Fac Cooperative, Inc., Harris Trust and Savings Bank, Bank of Montreal,
       Chicago Branch, and the Lenders from time to time party hereto, dated September 23, 1998 (filed as Exhibit 10.1 to Pro-Fac
       Cooperative's Quarterly Report on Form 10-Q for the first fiscal quarter ended September 26, 1998 and incorporated herein by
       reference).
10.12  Subordinated Promissory Note among Agrilink Foods, Inc. and Dean Foods Company, dated as of September 23, 1998 (filed as
       Exhibit 10.3 to Pro-Fac Cooperative's Quarterly Report on Form 10-Q for  the first fiscal quarter ended September 26, 1998
       and incorporated herein by reference).
10.13  First Amendment to the Credit Agreement referenced in Exhibit 10.11 herein (filed as Exhibit 10.1 to Pro-Fac Cooperative's
       Amended Quarterly Report on Form 10-Q/A for the first fiscal quarter ended September 25, 1999 and incorporated herein by
       reference).
10.14  Second Amendment to the Credit Agreement referenced in Exhibit 10.11 herein (filed as Exhibit 10.2 to Pro-Fac Cooperative's
       Amended Quarterly Report on Form 10-Q/A for the first fiscal quarter ended September 25, 1999 and incorporated herein by
       reference).
10.15  Third Amendment to the Credit Agreement referenced in Exhibit 10.11 herein (filed as Exhibit 10.3 to Pro-Fac Cooperative's
       Amended Quarterly Report on Form 10-Q/A for the first fiscal quarter ended September 25, 1999 and incorporated herein by
       reference).
10.16  Fourth Amendment to the Credit Agreement referenced in Exhibit 10.11 herein (filed as Exhibit 10.4 to Pro-Fac Cooperative's
       Amended Quarterly Report on Form 10-Q/A for the first fiscal quarter ended September 25, 1999 and incorporated herein by
       reference)
10.17  Fifth Amendment to the Credit Agreement referenced in Exhibit 10.11 herein (filed as Exhibit 10.5 to Pro-Fac Cooperative's
       Amended Quarterly Report on Form 10-Q/A for the first fiscal quarter ended September 25, 1999 and incorporated herein by
       reference).
10.18  Service  Agreement  among Agrilink  Foods,  Inc., and PF  Acquisition  II, Inc.,  dated as of February 22, 1999 (filed as
       Exhibit 10.4 to Pro-Fac  Cooperative's  Quarterly  Report on Form 10-Q for the third fiscal  quarter ended March 27, 1999
       and incorporated herein by reference).
10.19  Marketing and Facilitation Agreement, dated as of February 22, 1999, between Pro-Fac Cooperative, Inc. and PF Acquisition II,
       Inc. (filed as Exhibit 10.5 to Pro-Fac Cooperative's Quarterly Report on Form 10-Q for the third fiscal quarter ended March
       27, 1999 and incorporated herein by reference).
10.20  Credit Agreement among PF Acquisition II, Inc. and CoBank, ACB, as administrative agent for the lenders thereunder, dated
       February 22, 1999 (filed as Exhibit 10.6 to Pro-Fac Cooperative's Quarterly Report on Form 10-Q for the third fiscal quarter
       ended March 27, 1999 and incorporated herein by reference).
10.21  Subordinated Promissory Note among PF Acquisition II, Inc. and CoBank, ACB, dated February 22, 1999 (filed as Exhibit 10.7 to
       Pro-Fac Cooperative's Quarterly Report on Form 10-Q for the third fiscal quarter ended March 27, 1999 and incorporated herein
       by reference).
</TABLE>
<PAGE>
<TABLE>
(a)  Exhibits (Continued):

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

<S>    <C>
10.22  Sixth Amendment to the Credit Agreement referenced in Exhibit 10.11 herein (filed as Exhibit 10.5 to Pro-Fac Cooperative's
       Amended Quarterly Report on Form 10-Q/A for the first fiscal quarter ended September 25, 1999 and incorporated herein by
       reference ).
10.23  Excess Benefit Retirement Plan (filed as Exhibit 10.27 to Pro-Fac Cooperative's annual report on Form 10-K for the fiscal
       year ended June 30, 2001, and incorporated herein by reference).
10.24  Supplemental Executive Retirement Agreement (filed as Exhibit 10.28 to the Company's quarterly report on Form 10-Q for the
       second quarter ended December 23, 2000, and incorporated herein by reference).
10.25  Service  Agreement By and Between  Agrilink  Foods and PF Acquisition  II, Inc.  (filed as Exhibit 10.29 to the Company's
       quarterly report on Form 10-Q for the third quarter ended March 23, 2001, and incorporated herein by reference).
10.26  Bill of Sale  Agreement By and Between  Agrilink  Foods,  Inc. and CoBank,  ACB (filed as Exhibit  10.30 to the Company's
       quarterly report on Form 10-Q for the third quarter ended March 23, 2001, and incorporated herein by reference).
10.27  Salary Continuation Agreement - Dennis M. Mullen (filed as Exhibit 10.27 to Pro-Fac Cooperative's Annual Report on Form 10-K
       for the fiscal year ended June 30, 2001 and incorporated herein by reference).
10.28  Seventh Amendment to the Credit Agreement referenced in Exhibit 10.11 herein (filed as Exhibit 10.28 to Pro-Fac Cooperative's
       Annual Report on Form 10-K for the fiscal year ended June 30, 2001 and incorporated herein by reference).
12.1   Statement regarding the Computation ratios (filed herewith).
18.1   Accountant's Report Regarding Change in Accounting Method (filed as Exhibit 18 to Pro-Fac Cooperative's Quarterly Report on
       Form 10-Q for the first fiscal quarter ended September 28, 1996 and incorporated herein by reference).
21.1   List of Subsidiaries (filed herewith).
23.1   Consent of PricewaterhouseCoopers LLP regarding Pro-Fac Cooperative, Inc. (filed herewith).
23.2   Consent of Harris Beach LLP (included in Exhibit 5.1).
23.3   Consent of Harris Beach LLP - Tax Matters (included in Exhibit 8.1)
24.1   Powers of Attorney of Pro-Fac Cooperative, Inc., (included in the signature pages hereto).
99.1   Application for Stock Purchase (filed as Exhibit 99.1 to the Cooperative's Registration Statement on Form S-2 filed October
       22, 1999 (Registration 333-89511) and incorporated herein by reference).
</TABLE>
<PAGE>
Item 17. Undertakings.

     (a) The undersigned registrant hereby undertakes:

          1. To file, during any period in which offers or sales are being made,
     a post effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the  registration  statement.  Notwithstanding  the foregoing,  any
          increase or decrease in the volume of securities offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          a 20% change in the maximum aggregate  offering price set forth in the
          "Calculation of Registration Fee" table in the effective  registration
          statement;

          (iii)To include any material  information  with respect to the plan of
     distribution not previously disclosed in the registration  statement or any
     material change to such information in the registration statement.

     2.   That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and that  offering of such  securities at that time
          shall be deemed to be the initial bona fide offering thereof.

     3.   To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering;

          (b) Insofar as  indemnifications  for  liabilities  arising  under the
     Securities  Act of  1933  may  be  permitted  to  directors,  officers  and
     controlling persons of the registrant pursuant to the foregoing provisions,
     or otherwise,  the  Registrant  has been advised that in the opinion of the
     Securities and Exchange  Commission such  indemnification is against public
     policy as expressed  in the Act and is,  therefore,  unenforceable.  In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the  Registrant of expenses  incurred or paid by a director,
     officer or controlling  person of the Registrant in the successful  defense
     of any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered,  the
     Registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy  as  expressed  in the Act and will  governed  by the  final
     adjudication of such issue.

<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-2 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Rochester, State of New York, on October 10, 2001.

          PRO-FAC COOPERATIVE, INC.

          By:
             /s/ Earl L. Powers
             --------------------------------------------
             Name:  Earl L. Powers
             Title: Treasurer
             (Principal Financial Officer and Principal Accounting Officer)

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Earl L. Powers,  with full power to act alone, as
his true and lawful  attorney-in-fact and agent, with full power of substitution
and  resubstitution,  for him and in his name,  place and stead,  in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration  Statement and any subsequent  registration statement filed
by the Registrant pursuant to Rule 462(b) of the Securities Act, and to file the
same, with all exhibits  thereto,  and other documents in connection  therewith,
with the SEC,  granting  unto said  attorney-in-fact  and agent,  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection  therewith,  as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and agent,  or their or his  substitute  or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
date indicated.
<TABLE>

              Signature                                                         Title                                      Date

<S>                                                               <C>                                              <C>
/s/    Bruce R. Fox                                               Chairman of the Board and Director               October 5, 2001
----------------------------------------------------------        President
       (BRUCE R. FOX)

/s/    Steven D. Koinzan                                          Vice Chairman of the Board and Director          October 5, 2001
----------------------------------------------------------        Vice President
       (STEVEN D. KOINZAN)

/s/    Tom R. Croner                                              Director                                         October 5, 2001
----------------------------------------------------------
       (TOM R. CRONER)

/s/    Dale W. Burmeister                                         Director                                         October 5, 2001
----------------------------------------------------------
       (DALE W. BURMEISTER)

/s/    Peter R. Call                                              Director                                         October 5, 2001
----------------------------------------------------------
       (PETER R. CALL)

/s/    Glen Lee Chase                                             Director                                         October 5, 2001
----------------------------------------------------------
       (GLEN LEE CHASE)

/s/    Kenneth A. Dahlstedt                                       Director                                         October 5, 2001
----------------------------------------------------------
       (KENNETH A. DAHLSTEDT)

/s/    Robert DeBadts                                             Director                                         October 5, 2001
----------------------------------------------------------
       (ROBERT DEBADTS)


<PAGE>


/s/    Kenneth A. Mattingly                                       Director                                         October 5, 2001
----------------------------------------------------------
       (KENNETH A. MATTINGLY)

/s/    Allan W. Overhiser                                         Director                                         October 5, 2001
----------------------------------------------------------
       (ALLAN W. OVERHISER)

/s/    Paul E. Roe                                                Director                                         October 5, 2001
----------------------------------------------------------
       (PAUL E. ROE)

/s/    Darell Sarff                                               Director                                         October 5, 2001
----------------------------------------------------------
       (DARELL SARFF)

/s/    Stephen R. Wright                                          Secretary and                                    October 5, 2001
----------------------------------------------------------        General Manager
       (STEPHEN R. WRIGHT)

/s/    Earl L. Powers                                             Treasurer                                        October 5, 2001
----------------------------------------------------------        (Principal Financial Officer and
       EARL L. POWERS)                                            Principal Accounting Officer)

</TABLE>

<PAGE>
<TABLE>

                                               EXHIBIT INDEX

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

  <S>   <C>
  3.1   Restated Certificate of Incorporation for Pro-Fac  Cooperative,  Inc. (filed as Exhibit 3.1 to Pro-Fac's Quarterly Report
        on Form 10-Q for the third fiscal quarter ended March 27, 1999 and incorporated herein by reference).
  3.2   Pro-Fac Cooperative, Inc. Bylaws (filed as Exhibit 3.2 to the Pro-Fac's Quarterly Report on Form 10-Q for the third fiscal
        quarter ended March 27, 1999 and incorporated herein by reference).
  4.1   Indenture,  dated as of November 18, 1998,  between  Agrilink Foods,  Inc., the Guarantors named therein and IBJ Schroder
        Bank & Trust Company, Inc. as Trustee (filed as Exhibit 4.1 to Agrilink Foods, Inc.'s Registration  Statement on Form S-4
        filed January 5, 1999 (Registration No. 333-70143) and incorporated herein by reference).
  4.2   Form of 11 7/8 Percent Senior  Subordinated  Notes due 2008 (filed as Exhibit B to Exhibit 4.1 to Agrilink Foods,  Inc.'s
        Registration  Statement  on Form S-4 filed  January 5, 1999  (Registration  No.  333-70143)  and  incorporated  herein by
        reference).
  4.3   Indenture, dated as of November 3, 1994, among PFAC, Pro-Fac and IBJ Schroder Bank & Trust Cooperative ("IBJ"), as Trustee,
        as amended by First Supplemental Indenture, dated as of November 3, 1994, each with respect to Agrilink Foods, Inc. 12.25
        percent Senior Subordinated Notes due 2005 (filed as Exhibit 4.1 to Agrilink Foods, Inc.'s Registration Statement on Form
        S-4 filed November 14, 1994 (Registration No. 33-56517) and incorporated herein by reference).
  4.4   Second Supplemental Indenture (amending the Indenture referenced in Exhibit 4.3 herein) dated November 10, 1997 (filed as
        Exhibit 10.25 to Pro-Fac Cooperative's Annual Report on Form 10-K for the fiscal year ended June 27, 1998, and incorporated
        herein by reference).
  4.5   Third Supplemental Indenture (amending the Indenture referenced in Exhibit 4.3 herein) dated September 24, 1998 (filed as
        Exhibit 10.26 to Pro-Fac Cooperative's Annual Report on Form 10-K for the fiscal year ended June 26, 1999, and incorporated
        herein by reference).
  5.1   Opinion of Harris Beach LLP (filed herewith).
  8.1   Opinion of Harris Beach LLP - Tax Matters (filed herewith).
 10.1   Marketing and  Facilitation  Agreement,  dated as of November 3, 1994,  between  Pro-Fac  Cooperative,  Inc. and Agrilink
        Foods, Inc. (filed as Exhibit 10.1 to Agrilink Foods, Inc.'s  Registration  Statement on Form S-4 filed November 17, 1994
        (Registration No. 33-56517) and incorporated herein by reference).
 10.2   Amendment to Marketing and  Facilitation  Agreement  between Pro-Fac  Cooperative,  Inc. and Agrilink  Foods,  Inc. dated
        September  23, 1998 (filed as Exhibit 10.9 to Pro-Fac  Cooperative's  Quarterly  Report on Form 10-Q for the third fiscal
        quarter ended March 27, 1999 and incorporated herein by reference).
 10.3   Management  Incentive Plan, as amended (filed as Exhibit 10.2 to Agrilink Foods,  Inc.'s  Registration  Statement on Form
        S-4  filed November 17, 1994 (Registration No. 33-56517) and incorporated herein by reference).
 10.4   Supplemental  Executive  Retirement  Plan,  as amended  (filed as Exhibit  10.3 to Agrilink  Foods,  Inc.'s  Registration
        Statement on Form S-4  filed November 17, 1994 (Registration No. 33-56517) and incorporated herein by reference).
 10.5   Master Salaried Retirement Plan, as amended (filed as Exhibit 10.5 to Agrilink Foods,  Inc.'s  Registration  Statement on
        Form S-4  filed November 17, 1994 (Registration No. 33-56517) and incorporated herein by reference).
</TABLE>
<PAGE>
<TABLE>
(a)  Exhibits (Continued):
<CAPTION>

Exhibit
Number                                             Description of Exhibit
-------  --------------------------------------------------------------------------------------------------------------------
<S>    <C>
10.6   Non-Qualified Profit Sharing Plan, as amended (filed as Exhibit 10.6 to Agrilink Foods, Inc.'s Registration Statement on Form
       S-4 filed November 17, 1994 (Registration No. 33-56517) and incorporated herein by reference).
10.7   Second  Amendment  to  Non-Qualified  Profit  Sharing  Plan.  (filed  as  Exhibit  10.14 to the  Agrilink  Foods,  Inc.'s
       Registration Statement on Form S-1 filed June 15, 1995 (Registration No. 33-60273) and incorporated herein by reference).
10.8   Agrilink Equity Value Plan Adopted on June 24, 1996 (filed as Exhibit 10.17 to Pro-Fac Cooperative's Annual Report on Form
       10-K for the fiscal year ended June 29, 1996 and incorporated herein by reference).
10.9   Raw Product Supply Agreement with Seneca Foods Corporation (filed as Exhibit 10.22 to Pro-Fac Cooperative's Annual Report on
       Form 10-K for the fiscal year ended June 28, 1997 and incorporated herein by reference).
10.10  Reciprocal Co-Pack Agreement with Seneca Foods Corporation (filed as Exhibit 10.23 to Pro-Fac Cooperative's Annual Report on
       Form 10-K for the fiscal year ended June 28, 1997 and incorporated herein by reference).
10.11  Credit Agreement among Agrilink Foods, Inc., Pro-Fac Cooperative, Inc., Harris Trust and Savings Bank, Bank of Montreal,
       Chicago Branch, and the Lenders from time to time party hereto, dated September 23, 1998 (filed as Exhibit 10.1 to Pro-Fac
       Cooperative's Quarterly Report on Form 10-Q for the first fiscal quarter ended September 26, 1998 and incorporated herein by
       reference).
10.12  Subordinated Promissory Note among Agrilink Foods, Inc. and Dean Foods Company, dated as of September 23, 1998 (filed as
       Exhibit 10.3 to Pro-Fac Cooperative's Quarterly Report on Form 10-Q for  the first fiscal quarter ended September 26, 1998
       and incorporated herein by reference).
10.13  First Amendment to the Credit Agreement referenced in Exhibit 10.11 herein (filed as Exhibit 10.1 to Pro-Fac Cooperative's
       Amended Quarterly Report on Form 10-Q/A for the first fiscal quarter ended September 25, 1999 and incorporated herein by
       reference).
10.14  Second Amendment to the Credit Agreement referenced in Exhibit 10.11 herein (filed as Exhibit 10.2 to Pro-Fac Cooperative's
       Amended Quarterly Report on Form 10-Q/A for the first fiscal quarter ended September 25, 1999 and incorporated herein by
       reference).
10.15  Third Amendment to the Credit Agreement referenced in Exhibit 10.11 herein (filed as Exhibit 10.3 to Pro-Fac Cooperative's
       Amended Quarterly Report on Form 10-Q/A for the first fiscal quarter ended September 25, 1999 and incorporated herein by
       reference).
10.16  Fourth Amendment to the Credit Agreement referenced in Exhibit 10.11 herein (filed as Exhibit 10.4 to Pro-Fac Cooperative's
       Amended Quarterly Report on Form 10-Q/A for the first fiscal quarter ended September 25, 1999 and incorporated herein by
       reference)
10.17  Fifth Amendment to the Credit Agreement referenced in Exhibit 10.11 herein (filed as Exhibit 10.5 to Pro-Fac Cooperative's
       Amended Quarterly Report on Form 10-Q/A for the first fiscal quarter ended September 25, 1999 and incorporated herein by
       reference).
10.18  Service  Agreement  among Agrilink  Foods,  Inc., and PF  Acquisition  II, Inc.,  dated as of February 22, 1999 (filed as
       Exhibit 10.4 to Pro-Fac  Cooperative's  Quarterly  Report on Form 10-Q for the third fiscal  quarter ended March 27, 1999
       and incorporated herein by reference).
10.19  Marketing and Facilitation Agreement, dated as of February 22, 1999, between Pro-Fac Cooperative, Inc. and PF Acquisition II,
       Inc. (filed as Exhibit 10.5 to Pro-Fac Cooperative's Quarterly Report on Form 10-Q for the third fiscal quarter ended March
       27, 1999 and incorporated herein by reference).
10.20  Credit Agreement among PF Acquisition II, Inc. and CoBank, ACB, as administrative agent for the lenders thereunder, dated
       February 22, 1999 (filed as Exhibit 10.6 to Pro-Fac Cooperative's Quarterly Report on Form 10-Q for the third fiscal quarter
       ended March 27, 1999 and incorporated herein by reference).
10.21  Subordinated Promissory Note among PF Acquisition II, Inc. and CoBank, ACB, dated February 22, 1999 (filed as Exhibit 10.7 to
       Pro-Fac Cooperative's Quarterly Report on Form 10-Q for the third fiscal quarter ended March 27, 1999 and incorporated herein
       by reference).
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(a)  Exhibits (Continued):

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

<S>    <C>
10.22  Sixth Amendment to the Credit Agreement referenced in Exhibit 10.11 herein (filed as Exhibit 10.5 to Pro-Fac Cooperative's
       Amended Quarterly Report on Form 10-Q/A for the first fiscal quarter ended September 25, 1999 and incorporated herein by
       reference ).
10.23  Excess Benefit Retirement Plan (filed as Exhibit 10.27 to Pro-Fac Cooperative's annual report on Form 10-K for the fiscal
       year ended June 30, 2001, and incorporated herein by reference).
10.24  Supplemental Executive Retirement Agreement (filed as Exhibit 10.28 to the Company's quarterly report on Form 10-Q for the
       second quarter ended December 23, 2000, and incorporated herein by reference).
10.25  Service  Agreement By and Between  Agrilink  Foods and PF Acquisition  II, Inc.  (filed as Exhibit 10.29 to the Company's
       quarterly report on Form 10-Q for the third quarter ended March 23, 2001, and incorporated herein by reference).
10.26  Bill of Sale  Agreement By and Between  Agrilink  Foods,  Inc. and CoBank,  ACB (filed as Exhibit  10.30 to the Company's
       quarterly report on Form 10-Q for the third quarter ended March 23, 2001, and incorporated herein by reference).
10.27  Salary Continuation Agreement - Dennis M. Mullen (filed as Exhibit 10.27 to Pro-Fac Cooperative's Annual Report on Form 10-K
       for the fiscal year ended June 30, 2001 and incorporated herein by reference).
10.28  Seventh Amendment to the Credit Agreement referenced in Exhibit 10.11 herein (filed as Exhibit 10.28 to Pro-Fac Cooperative's
       Annual Report on Form 10-K for the fiscal year ended June 30, 2001 and incorporated herein by reference).
12.1   Statement regarding the Computation ratios (filed herewith).
18.1   Accountant's Report Regarding Change in Accounting Method (filed as Exhibit 18 to Pro-Fac Cooperative's Quarterly Report on
       Form 10-Q for the first fiscal quarter ended September 28, 1996 and incorporated herein by reference).
21.1   List of Subsidiaries (filed herewith).
23.1   Consent of PricewaterhouseCoopers LLP regarding Pro-Fac Cooperative, Inc. (filed herewith).
23.2   Consent of Harris Beach LLP (included in Exhibit 5.1).
23.3   Consent of Harris Beach LLP - Tax Matters (included in Exhibit 8.1)
24.1   Powers of Attorney of Pro-Fac Cooperative, Inc., (included in the signature pages hereto).
99.1   Application for Stock Purchase (filed as Exhibit 99.1 to the Cooperative's Registration Statement on Form S-2 filed October
       22, 1999 (Registration 333-89511) and incorporated herein by reference).
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