<PAGE>








SECURITIES AND EXCHANGE COMMISSION PRIVATE  
WASHINGTON, D.C. 20549

Form 10-Q/A

Quarterly Report under Section 13 or 15(d) of the Securities
Exchange Act of 1934

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

For the quarterly period ended December 23, 1995

OR

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

For the transition period from               to              

Registration Statement (Form S-1) Number 33-60273 

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

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

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

Registrants Telephone Number, Including Area Code (716) 383-1850

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

	YES  X               NO     

Indicate the number of shares outstanding of each of the issuers 
classes of common stock as of January 19, 1995.

	Common Stock - 1,888,154



	Page 1 of 19


<PAGE>
PART I.  FINANCIAL INFORMATION

ITEM I.  FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Pro-Fac Cooperative, Inc.
Consolidated Statement of Operations and Net Proceeds

(Dollars in Thousands)
                   			Three Months Ended           Six Months Ended       
              		     12/23/95     12/24/94        12/23/95     12/24/94
<S>                  <C>          <C>             <C>          <C>
Net sales            $208,186     $129,055        $373,364     $166,712
Cost of sales         156,495       93,022         279,141      130,679
Gross profit           51,691       36,033          94,223       36,033
Share of Curtice-Burns 
   earnings prior to 
   acquisition                       2,769                        5,137
Interest income from 
   Curtice-Burns prior 
   to acquisition                    1,857                        6,102
Other selling, general 
   and administrative 
   expense            (46,308)     (26,454)        (83,023)     (26,399)
Operating income        5,383       14,205          11,200       20,873
Interest expense      (10,959)      (7,155)        (21,005)     (10,094)
(Loss)/income before 
  taxes, dividends
  and allocation 
  of net proceeds      (5,576)       7,050          (9,805)      10,779
Tax benefit               915        5,317           2,711        5,292
Net (loss)/income 
  (net proceeds)     $ (4,661)    $ 12,367        $ (7,094)    $ 16,071
Allocation of Net Proceeds:
  Net (loss)
  /income            $ (4,661)     $ 12,367       $ (7,094)    $ 16,071
  Dividends on 
  common and preferred 
  stock                (1,312)             --       (6,347)      (4,914)
  Net (loss)/proceeds  (5,973)       12,367        (13,441)      11,157
  Allocation from/(to) 
    earned surplus      5,973        (9,840)        13,441       (8,630)
  Net proceeds available 
    to members       $      0      $  2,527       $      0     $  2,527

Allocation of net proceeds available to members:
  Estimated to be 
  paid currently                   $    475                    $    475
  Qualified retains                   1,902                       1,902
    Non-qualified retains               150                         150
    Net proceeds available 
    to members                     $  2,527                    $  2,527
<FN>
The accompanying notes are an integral part of these consolidated 
statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
Pro-Fac Cooperative, Inc.
Consolidated Balance Sheet 
(Dollars in Thousands)
                                              						December 23,    June 24,        December 24,
                                          						       1995           1995              1994     
<S>             <C>             <C>        <C>      <C>             <C>               <C>
ASSETS
Current assets:
  Cash                                              $  6,188        $  4,152          $  7,766
  Accounts receivable, trade, 
   net                                                62,094          47,341            66,203
  Accounts receivable, other                           9,880          19,840            13,112
  Current deferred tax assets                          3,954           6,784            10,610
  Income taxes refundable                             11,987          10,106                --
  Inventories -
     Finished goods                                  165,009         108,691            160,962
     Materials and supplies                           46,581          51,491             54,464
       Total inventories                             211,590         160,182            215,426
  Prepaid manufacturing expense                           --           9,903                 --
  Prepaid expenses and other 
    current assets                                     4,045           2,306              5,464
     Total current assets                            309,738         260,614            318,581
Property, plant, and equipment, 
  net                                                277,035         273,962            271,907
Goodwill and other intangible 
  assets, net                                         83,706         101,494             93,975
Investment in Bank                                    22,907          22,907             21,619
Deferred tax assets                                    7,466           7,466              2,623
Assets held for sale                                   5,935          13,863              6,138
Other assets                                          12,899           9,433             22,668
     Total assets                                   $719,686        $689,739           $737,511

LIABILITIES AND SHAREHOLDERS AND MEMBERS CAPITALIZATION
Current liabilities:
   Notes payable                                    $ 70,000        $     --           $ 70,000
   Current portion of obligations 
    under capital leases                                 764             764                785
   Accounts payable                                   49,361          60,074             55,593
   Accrued interest                                    9,486           9,171              4,550
   Accrued employee compensation                       7,945          11,644              9,259
   Accrued manufacturing expense                       2,269              --              2,417
   Other accrued expenses                             27,515          15,116             29,181
   Current portion of 
     long-term debt                                    8,056          11,552              8,182
   Income taxes payable                                   --              --              3,342
   Dividend payable                                      103              --                 --
   Amounts due members                                17,454          13,348             22,005
      Total current liabilities                      192,953         121,669            205,314
Obligations under capital leases                       1,620           1,620              1,296
Long-Term debt                                       181,420         183,665            165,390
Senior subordinated notes                            160,000         160,000            160,000
Deferred income tax liabilities                       33,710          59,721             55,639
Other non-current liabilities                         17,906          17,836             15,822
      Total liabilities                              587,609         544,511            603,461
Commitments and contingencies                             --              --                 --
Class B cumulative redeemable 
  preferred stock, liquidation 
  preference $10 per share, 
  authorized 500,000 shares;
  issued and outstanding, 25,478, 0, 
  and 0 shares, respectively                              255              --                 --
Common stock, par value $5, 
 authorized - 5,000,000 shares

                December 23,  June 24,   December 24,
                   1995         1995       1994     
Shares issued   1,888,154       1,878,926  2,043,493
Shares 
  subscribed       58,013          59,568      2,432
   Total 
   subscribed 
   and issued   1,946,167       1,938,494  2,045,925
Less 
   subscriptions 
   receivable in 
   installments   (58,013)        (59,568)    (2,432)
	              	1,888,154       1,878,926  2,043,493     9,441           9,395            10,217
Shareholders and members capitalization:
	Retained earnings allocated to members                 34,239          34,250            38,802
	Non-qualified allocation to members                     3,851           3,851             6,128
	Non-cumulative preferred stock, 
	par value $25, authorized -
	5,000,000 shares; issued and outstanding -
	231,147, 3,043,325, and 2,623,604, 
	respectively                                            5,779          76,083            65,590
	Cumulative preferred stock, liquidation 
	preference $25, per share
	authorized 49,500,000 shares;  
	issued and outstanding - 
	2,812,178, 0, 0, respectively                          70,304              --                --
	Earned surplus                                          8,208          21,649            13,313
	Total shareholders and members capitalization         122,381         135,833           123,833
	Total liabilities and capitalization                 $719,686        $689,739          $737,511
</TABLE>

The accompanying notes are an integral part of these consolidated 
financial statements.



<PAGE>
<TABLE>
<CAPTION>
Pro-Fac Cooperative Inc.
Consolidated Statement of Cash Flows
(Dollars in Thousands)
                                     							Six Months Ended  
                               						December 23,    December 24,
                                   					   1995            1994     
<S>                                        <C>             <C>     
Cash flows from operating activities:
	Net (loss)/income                        $  (7,094)      $  16,071
	Amount payable to members currently                           (475)
	Adjustments to reconcile net income 
	to net cash from operating activities:
	Amortization of goodwill, other 
	intangibles, and financing fees              2,053             410
	Depreciation                                12,772           3,742
	Change in assets and liabilities:
		Accounts receivable                        (3,877)            105
		Inventories                               (47,158)         10,450            
		Accounts payable and accrued 
		expenses                                     (169)        (12,078)
		Amounts due to members                      3,644         (12,421)
		Federal and state taxes refundable         (1,881)          3,928
		Other assets and liabilities               (2,989)         10,486
	Deferred taxes                                  --          (3,186)
Net cash (used in)/provided by operating 
  activities                                (44,699)         17,032

Cash flows from investing activities:
	Cash paid for acquisition                   (5,400)             --
	Return from investment in direct 
	financing leases                                --          11,344
	Purchase of property, plant, and equipment (10,189)           (280)
	Disposals of property, plant, and equipment   4,019             --
Net cash (used in)/provided by investing 
  activities                                 (11,570)        11,064

Cash flows from financing activities:
	Proceeds from short-term debt                 70,000         70,000
	Net assets acquired for Curtice Burns             --        (81,278)
	Proceeds from long-term debt                   5,400        359,000
	Payments on long-term debt                   (11,141)       (194,953)
	Issuances of stock, net of repurchases           301             (67)
	Amounts paid to shareholders for acquisition      --        (167,800)
	Cash portion of non-qualified conversion          --            (304)
	Cash paid in lieu of fractional shares           (11)            (24)
	Cash dividends paid                           (6,244)         (4,914)
Net cash provided by /(used in)
  financing activities                         58,305         (20,340)
Net change in cash                              2,036           7,756
Cash at beginning of period                     4,152              10
Cash at end of period                          $6,188       $   7,766
</TABLE>


Consolidated Statement of Cash Flows continued on following page.



<PAGE>
<TABLE>
<CAPTION>
Pro-Fac Cooperative Inc.
Consolidated Statement of Cash Flows (Continued)

(Dollars in Thousands)
                            				Six Months Ended   
                   					          December 23,    December 24,
                          					       1995            1994 
<S>                                  <C>             <C>
Supplemental Disclosure of Cash Flow 
  Information:
	Cash paid/(received) during 
	the year for:
		Interest                            $  10,721       $   6,775
		Income taxes, net                   $    (366)      $   2,457
Acquisition of Packer Foods:
	Accounts receivable                  $   1,375
	Inventories                              4,278
	Prepaid expenses and other 
	current assets                             270   
	Property, plant and equipment            5,884
	Goodwill                                   128
	Accounts payable                        (4,954)
	Accrued expenses                          (257)
	Deferred income tax                       (226)
	Other non-current liabilities           (1,098)
	Cash paid for acquisition            $   5,400
Cash paid for the acquisition of Curtice-Burns
		Accounts receivable                                $  79,068
		Inventories                                          226,220
		Other assets                                          27,664
		Goodwill and other intangible assets                  24,156
		Fixed assets                                         159,985
		Accounts payable and accrued expenses               (100,594)
		Short term debt                                      (49,097)
		Long term debt                                      (276,391)
		Deferred tax liability                                (3,247)
		Other liabilities                                     (6,486)
							                                              $  81,278
Supplemental schedule of non-cash 
  investing and financing 
activities:
	Conversion of retains to preferred stock            $   1,172

Receivable from Curtice Burns forgiven 
  in the Acquisition                                 $ 110,576
<FN>
The accompanying notes are an integral part of these consolidated 
financial statements.
</TABLE>

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

NOTE 1. SUMMARY OF ACCOUNTING POLICIES

The interim financial statements contained herein are unaudited, 
but in the opinion of the management of the Cooperative include all 
adjustments (consisting of normal recurring adjustments) necessary 
for a fair presentation of the results of operations for these 
periods.  The results of operations for the interim periods are not 
necessarily indicative of the results of operations for the full 
year.

The following summarizes the significant accounting policies 
applied in the preparation of the accompanying financial 
statements.  The acquisition of Curtice Burns Foods, Inc. ("Curtice 
Burns" or "the Company") was accounted for using the purchase 
method of accounting.  In conjunction with the change in ownership 
all identifiable assets and liabilities were adjusted to reflect 
their fair values at the date of acquisition.  Such allocations 
have now been finalized.  The finalization of such allocations and 
adjustments to deferred taxes (as described in Note 4) account for 
the majority of the variance in goodwill.  

These financial statements should be read in conjunction with the 
financial statements and accompanying notes contained in Pro-Facs 
Form 10-K for the fiscal year ended June 24, 1995.

Fiscal Year:  The fiscal year ends the last Saturday in June.

Consolidation:  As of all dates after November 3, 1994, and for all 
periods after such date, the consolidated financial statements 
include the Cooperative and its wholly-owned subsidiary, Curtice-
Burns after elimination of intercompany transactions and balances. 
 The acquisition of Curtice-Burns was completed on November 3, 1994 
(see NOTE 2 - "Change in Control of Curtice-Burns and Agreements 
with Curtice-Burns").  Prior to November 3, 1994, Curtice-Burns was 
not included in the financial statements.

Reclassification:  Certain items for fiscal 1995 have been 
reclassified to conform with fiscal 1996 presentations.

NOTE 2. CHANGE IN CONTROL OF CURTICE-BURNS AND AGREEMENTS WITH 
CURTICE-BURNS

On November 3, 1994, Curtice-Burns was acquired by Pro-Fac.  Pro-
Fac and the Company were established together in the early 1960s 
and, before Pro-Facs recent acquisition of the Company, had a long-
standing contractual relationship under the Integrated Agreement 
and similar Predecessor entity agreements.  The Integrated 
Agreement, which has been superseded by the Pro-Fac Marketing and 
Facilitation Agreement, consisted of four principal sections: 
Operations Financing, Marketing, Facilities Financing, and 
Management.

The provisions of the Integrated Agreement included the financing 
of certain assets utilized in the business of the Company and 
provided a sharing of income and losses between Curtice-Burns and 
Pro-Fac.  Under the Pro-Fac Marketing and Facilitation Agreement, 
Pro-Fac and the Company will continue the Marketing and Management 
arrangements of the Integrated Agreement as well as the sharing of 
income and losses.  The capital contribution of Pro-Fac to the 
Company at acquisition primarily included the cancellation of 
indebtedness and capital lease obligations.

Subsequent to the acquisition date, Pro-Fac invested an additional 
$3.9 million in Curtice-Burns and committed to another $10.0 
million investment.  The $10.0 million investment has been 
reflected as a capital contribution receivable on the Curtice-Burns 
balance sheet as the funds have not yet been transferred to Pro-
Fac.  

Funds made available by the distribution of retains to members, in 
lieu of cash by Pro-Fac, have historically been reinvested by Pro-
Fac in the Company.  Under the Indentures related to the Notes, 
Pro-Fac will be required to reinvest at least 70 percent of the 
additional Patronage income in Curtice-Burns.

Amounts received/(paid) by Pro-Fac from Curtice-Burns under both 
Agreements for the six months ended December 23, 1995 and December 
24, 1994 include:  commercial market value of crops delivered, 
$45.9 million and $54.2 million, respectively; interest income, 
$6.1 


<PAGE>
million for the six months ended December 24, 1994; and additional 
proceeds from (loss)/profit sharing provisions, $(4.9) million and 
$5.9 million, respectively.  Payments by the Company to Pro-Fac for 
interest, amortization, and lease financing payments ceased as of 
November 3, 1994.

Following, in capsule form, is the consolidated, unaudited results 
of operations of Pro-Fac for six months ended December 24, 1994, 
assuming the acquisition by Pro-Fac took place at the beginning of 
the 1995 fiscal year.  

<TABLE>
<CAPTION>
(In Millions)

                               	Six Months Ended
                           	(Pro Forma is Unaudited)
                          					December 24, 1994
                           					 Actual  Pro Forma
	<S>                              <C>     <C>
	Net sales                        $166.7  $392.8
	Income before taxes              $ 10.8     8.2
	Net income                       $ 16.1  $  4.4
</TABLE>

NOTE 3. DISPOSALS

Nalleys U.S. Chips and Snacks:  On December 19, 1994, the Company 
sold the Nalleys U.S. Chips and Snacks business for approximately 
$2.0 million.  In the first quarter of fiscal 1995, the Company 
recognized a charge of approximately $8.4 million in connection 
with the elimination of this line of business.  This sale was 
contemplated by Pro-Fac in conjunction with the acquisition.

Nalleys Canada Ltd.:  On June 26, 1995, the Company sold Nalleys 
Canada Ltd. subsidiary, located in Vancouver, British Columbia, to 
a group led by management within its Canadian subsidiary.  This 
sale was contemplated by Pro-Fac in conjunction with the 
acquisition.

The Companys Nalleys U.S. division will provide to Nalleys Canada 
Ltd., through a supply agreement, those products which would no 
longer be manufactured in Canada.

NOTE 4. TAXES

The benefit for taxes on income recorded in the first six months of 
fiscal 1996 included both Pro-Fac and its wholly-owned subsidiary, 
Curtice-Burns Foods.

	PRO-FAC

Favorable Tax Ruling and Developments:  In August of 1993, the 
Internal Revenue Service issued a determination letter which 
concluded that the Cooperative was exempt from federal income tax 
to the extent provided by Section 521 of the Internal Revenue Code, 
"Exemption of Farmers Cooperatives from Tax."  Unlike a non-exempt 
cooperative, a tax-exempt cooperative is entitled to deduct cash 
dividends it pays on its capital stock in computing its taxable 
income.  The exempt status was retroactive to fiscal year 1986.  In 
conjunction with this ruling, the Cooperative has filed for tax 
refunds for fiscal years 1986 to 1992 in the amount of 
approximately $8.8 million and interest payments of approximately 
$6.0 million.  Based upon the status of the governments review of 
the refunds for fiscal years 1986 to 1990, the legal counsel to the 
Cooperative has issued an opinion that such refunds constitute a 
legally enforceable account receivable from the government.  
Accordingly, refund amounts of $10.1 million for tax and interest 
have been reflected in the financial statements of Pro-Fac as of 
June 24, 1995.  It is anticipated that such amounts will be 
received in the last half of fiscal 1996.  The Board of Directors 
of the Cooperative has committed that substantially all of such 
refunds and interest payments, when received, will be invested in 
its subsidiary, Curtice-Burns Foods, Inc.

As a result of the acquisition, the Cooperatives exempt status has 
ceased.

	CURTICE-BURNS

In January 1995, the Boards of Directors of Curtice-Burns Foods, 
Inc. and Pro-Fac Cooperative, Inc. approved appropriate amendments 
to the Bylaws of Curtice-Burns Foods,


<PAGE>
Inc. to allow the Company to qualify as a cooperative under 
Subchapter T of the Internal Revenue Code.  In August 1995, 
Curtice-Burns and Pro-Fac received a favorable ruling from the 
Internal Revenue Service approving the change in tax treatment 
effective for fiscal 1996.  This ruling also confirmed that the 
change in Curtice-Burns status would have no affect on Pro-Facs 
ongoing treatment as a cooperative under Subchapter T of the 
Internal Revenue Code of 1986.  Accordingly, during the six months 
ended December 23, 1995, the Company provided taxes on non-
patronage earnings and patronage earnings to be retained by the 
Company.  The effective tax benefit of approximately 24 percent 
recognized in the six months, is comprised of state income taxes, 
federal taxes on non-patronage earnings and patronage earnings 
retained by the Company.  The Companys effective tax benefit is 
negatively impacted by the amount of non-deductible goodwill 
created in conjunction with the acquisition and merger of Curtice-
Burns Foods, Inc. by Pro-Fac Cooperative, Inc.  as of November 3, 
1994. 

As a cooperative, deferred tax accounting is generally not required 
for temporary differences associated with patronage earnings 
allocated to members.  Therefore,  in conjunction with this change 
in tax status, deferred taxes have been adjusted based upon 
estimated future levels of patronage earnings to be allocated to 
members.  As the change in tax status represents a resolution of an 
uncertainty related to income taxes outstanding at the date of the 
acquisition, the reduction in net deferred taxes of approximately 
$22 million has been applied against goodwill. 

NOTE 5. OTHER MATTERS

Preferred Stock:  Preferred stock originated from the conversion at 
par value of retains.  This stock had been non-voting and non-
cumulative, except that the holders of preferred stock would be 
entitled to vote as a separate class on certain matters which would 
affect or subordinate the rights of the class.

At the Cooperatives annual meeting in January 1995, shareholders 
approved an amendment to the certification of incorporation to 
authorize the creation of five additional classes of preferred 
stock.

On August 23, 1995, the Cooperative commenced an offer to exchange 
one share of its Class A cumulative preferred stock (liquidation 
preference $25 per share) for each of its existing non-cumulative 
preferred stock (liquidation preference $25 per share).  The 
exchange offer expired on October 10, 1995.  As a result of the 
exchange offer, $2.8 million or 98 percent of the total outstanding 
shares were exchanged.  Pro-Fac received approval for inclusion of 
the cumulative preferred stock on the National Market System of the 
National Association of Securities Dealers Automated Quotation 
System ("NASDAQ").

It is expected that, beginning with the retains issued in 1995, the 
maturity of all future retains will result in the issuance of Class 
A Cumulative Preferred Stock.  With respect to retains issued prior 
to September 1995, however, it is expected that the Board will 
permit holders of such retains to elect to receive Non-Cumulative 
Preferred Stock rather than Class A Cumulative Preferred Stock.

In June 1995, the Board approved, pursuant to its authority under 
the Charter Amendment the creation of a new series of preferred 
stock, to be designated the "Class B, Series 1, 10 percent 
cumulative preferred stock" (the "Class B Stock").  Pro-Fac expects 
to issue up to 500,000 shares of the Class B Stock at $10 per share 
(liquidation value $10 per share) to employees of Curtice-Burns 
pursuant to an Employee Stock Purchase Plan adopted by the Curtice-
Burns and Pro-Fac Boards of Directors in June 1995.  Under this 
plan, 25,478 shares were issued in the fall of 1995.

In the first quarter of fiscal 1996, the Cooperative declared a 
cash dividend of  6.0 percent of the par value of non-cumulative 
preferred stock and 5.0 percent of the par value of the common 
stock, paid on July 15, 1995.  These dividends amounted to $5.0 
million.

In the second quarter of fiscal 1996, the Cooperative declared a 
quarterly cash dividend of $0.43 per share on the cumulative 
preferred stock, paid on October 31, 1995.  This dividend amounted 
to $1.2 million.

Subsequent to quarter end, the Cooperative declared a quarterly 
cash dividend of $0.43 per share on the cumulative preferred stock. 
 This dividend will be paid on January 31, 1996 and amounts to $1.2 
million.


<PAGE>
Purchase of Packer Foods:  On July 21, 1995, the Company completed 
the acquisition of Packer Foods, a privately owned, Michigan-based 
food processor.  The total cost of acquisition was approximately 
$5.4 million in notes plus interest at 10 percent to be paid until 
the notes mature in the year 2000.  The transaction was accounted 
for as a purchase. For its latest fiscal year ended December 31, 
1994, Packer had net sales of $13 million, operating income of 
$300,000, and income before extraordinary items of $100,000.  
Packer Foods has been merged into the Companys Comstock Michigan 
Fruit operations.

Commitments:  The Companys Southern Frozen Foods Division has 
guaranteed an approximate $2.0 million loan for the City of 
Montezuma to renovate a sewage treatment plant operated by Southern 
Frozen Foods on behalf of the City.

Southern Frozen Foods:  In July 1994, a plant operated by the 
Companys Southern Frozen Foods Division, located in Montezuma, 
Georgia, was damaged by fire.  All material costs associated with 
the facility repairs and business interruption are anticipated to 
be covered under the Companys insurance policies.  A gain on assets 
destroyed in the fire was recognized by the Company prior to the 
acquisition.  Subsequent to the acquisition, additional costs in 
the amount of $2.3 million were incurred for which negotiations are 
currently in progress with the insurance carriers.  As of December 
23, 1995, the Company has received $12.5 million in proceeds from 
the insurance claims for the fire and approximately $6.4 million is 
receivable at December 23, 1995.

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL 
CONDITION AND RESULTS OF OPERATIONS 

The purpose of this review is to highlight the more significant 
changes in the major items of Pro-Facs statement of operations and 
net proceeds in the three and six month periods of fiscal 1996 and 
1995.

	PRO-FACS RESULTS OF OPERATIONS

As a result of the Acquisition on November 3, 1994, the 
consolidated results of operations of Pro-Fac after that date 
include gross profit, operating expenses, and other results of 
operations of Curtice-Burns.  Prior to November 3, 1994, Pro-Facs 
results of operations included only amounts paid or payable by 
Curtice-Burns to Pro-Fac under the Integrated Agreement.  Because 
of the profit split provisions within the Agreement between 
Curtice-Burns and Pro-Fac, business conditions and trends affecting 
Curtice-Burns profitability also affected the profitability of Pro-
Fac.

Changes From the Second Quarter of Fiscal 1995 to the Second 
Quarter of Fiscal 1996:  For the quarter ended December 23, 1995, 
the change in net income compared to the prior year is summarized 
below in millions of dollars:
<TABLE>
	<S>                                                      <C>
	Curtice-Burns gross profit                               $ 15.7
	Decreased share of Curtice-Burns earnings                  (2.7)
	Decreased interest income received from Curtice-Burns      (1.9)
	Increased selling, general and administrative expenses    (19.9)
	Increased interest expense                                 (3.8)
	Change in income before taxes                             (12.6)
	Change in taxes on income                                  (4.4)
	Change in net income                                     $(17.0)
</TABLE>



<PAGE>
The gross profit change represents Curtice-Burns gross profit after 
the acquisition.  The increased selling, general and administrative 
expenses were due to the inclusion of Curtice-Burns costs since the 
acquisition.  The increased interest expense was primarily 
attributable to the increased borrowings related to the acquisition 
of Curtice-Burns by Pro-Fac.

Changes From the First Six Months of Fiscal 1995 to the First Six 
Months of Fiscal 1996:  For the six months ended December 23, 1995, 
the change in net income compared to the prior year period is 
summarized below in millions of dollars:
<TABLE>
<CAPTION>
	<S>                                                      <C>
	Curtice Burns gross profit                               $ 58.2
	Decreased share of Curtice Burns earnings                  (5.1)
	Decreased interest income received from Curtice Burns      (6.1)
	Increased selling, general and administrative             (56.6)
	Increased interest expense                                (10.9)
	Change in income before taxes                             (20.5)
	Change in tax benefit                                      (2.6)
	Change in net income                                     $(23.1)
</TABLE>

The gross profit change represents Curtice-Burns gross profit after 
the acquisition.  The increased selling, general and administrative 
expenses were due to the inclusion of Curtice-Burns costs since the 
acquisition.  The increased interest expense was primarily 
attributable to the increased borrowings related to the acquisition 
of Curtice-Burns by Pro-Fac.

	CURTICE-BURNS RESULTS OF OPERATIONS

The purpose of this discussion is to outline the most significant 
reasons for changes in net sales, expenses and earnings for the 
three- and six month periods of fiscal 1996 compared to the 
comparable prior year periods.  The following comparisons to the 
prior year periods present the results of the Company during the 
period prior to its acquisition by Pro-Fac, ("Predecessor entity") 
as well as the period subsequent to its acquisition, ("Successor 
entity").  The financial statements of the Predecessor and 
Successor entities are not comparable in certain respects because 
of differences between the cost bases of the assets held by the 
Predecessor entity compared to that of the Successor entity as well 
as the effect on the Successor entitys operations for adjustments 
to depreciation, amortization, and interest expense.

General:  Second quarter net sales for Curtice-Burns declined from 
$216.0 million in the previous year to $208.2 million in the 
current year.  After adjusting for divested businesses, which had 
net sales of $11.0 million in the second quarter of the prior year, 
there was a net sales increase of $3.2 million.  The six months net 
sales for Curtice Burns declined from $392.8 million in the 
previous year to $373.4 million in the current year.  After 
adjusting for divested businesses, which had net sales of $23.4 
million in the prior year period, net sales increased $4.0 million.

In conjunction with the acquisition, net assets were adjusted to 
fair market value and additional debt was incurred.  Accordingly, 
depreciation, amortization and interest expense have increased, 
making year-to-year comparisons difficult to analyze.  Nonetheless, 
earnings before interest, depreciation and amortization (EBITDA) 
for ongoing businesses can be compared.  

The following table reconciles EBITDA with pretax earnings for the 
three and six month periods:



<TABLE>
<CAPTION>
Curtice Burns Foods Earnings Comparison

(Dollars in Thousands)
                                  					    Quarter Ended                  Six Months Ended        
                              		   12/23/95   12/24/94   Variance   12/23/95   12/24/94   Variance
<S>                                <C>        <C>        <C>         <C>        <C>       <C>
Pretax earnings prior to interest, 
  depreciation, and amortization 
  from ongoing businesses (EBITDA) $ 12,433   $23,488    $(11,055)   $25,607    $40,778   $(15,171)
(Loss)/gain from non-recurring and
  sold businesses                        --      (168)        168         --     (3,542)     3,542
Depreciation and amortization        (7,058)   (5,974)     (1,084)   (14,425)   (11,556)    (2,869)
Operating earnings                    5,375    17,346     (11,971)    11,182     25,680    (14,498)
Interest expense                    (10,959)   (8,402)     (2,557)   (21,005)   (13,473)    (7,532)
Pretax (loss)/earnings prior to 
dividing with Pro-Fac              $ (5,584)   $ 8,944   $(14,528)   $(9,823)   $12,207   $(22,030)
</TABLE>


EBITDA declined $11.1 million for the quarter, from $23.5 million 
in the same period the previous year to $12.4 million in fiscal 
1996.  Year-to-date, EBITDA declined $15.2 million, from $40.8 
million the prior year to $25.6 million.  This decline relates to 
three main factors.  The first continues to be the decline in 
vegetable pricing versus the prior year, a situation that is


<PAGE>
impacting the entire industry.  Although it has taken longer than 
anticipated, in the past six months there has been a slight upward 
trend in pricing.  The other two major factors relate to our 
Nalleys Fine Foods division.  They include start-up costs for a new 
dressing plant and increased manufacturing costs associated with 
other products.  The plant start-up turned out to be more expensive 
than expected, due in part to the complexity of producing 
Bernsteins unique-flavored dressings, Nalleys flagship product.

Additional promotional expenses were related to the introduction of 
new fat-free dressings and to meet the very competitive environment 
for other products in Nalleys key North Pacific markets.  These 
expenses increased without an acceptable increase in sales 
performance, and therefore, controls have been installed to improve 
the promotion to performance relationship.

On a year-to-date basis, these increased Nalleys expenses are 
estimated at $12 million.  Approximately three quarters of these, 
or $9 million are non-recurring costs, and corrective actions are 
being taken to put these problems behind us.  These actions include 
improvements in dressing plant performance, new hires with specific 
needed expertise, and improved trade promotion planning and 
control.  

Other activities include a major inventory reduction program and an 
aggressive cost cutting initiative corporate-wide.

The following tables illustrate the Companys results of operations 
by business for the three and six months ended December 23, 1995 
and December 24, 1994, and the Companys total assets by business as 
of December 23, 1995 and December 24, 1994.


<TABLE>
<CAPTION>
Net Sales
(Dollars in Millions)
                                   			Three Months Ended                Six Months Ended               
                           			    12/23/95          12/24/94        12/23/95            12/23/94     
                                   					% of            % of            % of            % of
                           				   $    Total     $     Total     $     Total      $    Total
<S>                              <C>     <C>    <C>      <C>    <C>      <C>    <C>     <C>
Comstock Michigan Fruit ("CMF")  104.2   50.0   104.3    48.3   172.9    46.3   176.0   44.8
Nalleys Fine Foods                46.5   22.3    44.3    20.5    92.9    24.9    88.2   22.5
Southern Frozen Foods             26.5   12.7    26.6    12.3    49.4    13.2    49.7   12.7
Snack Foods Group                 15.0    7.2    15.3     7.1    30.4     8.1    30.7    7.8
Brooks Foods                      12.4    6.0    11.3     5.2    19.3     5.2    16.7    4.3
Finger Lakes Packaging            10.4    5.0    10.7     5.0    22.7     6.1    25.3    6.4
Intercompany eliminations 1       (6.8)  (3.2)   (7.5)   (3.5)  (14.2)   (3.8)  (17.2)  (4.4)
Subtotal ongoing operations      208.2  100.0   205.0    94.9   373.4   100.0   369.4   94.1
Businesses sold 2                   --     --    11.0     5.1      --     --     23.4    5.9
	Total                           208.2   100.0  216.0   100.0   373.4   100.0   392.8  100.0
<FN>
1       Intercompany sales by Finger Lakes

2       The Company sold Nalleys US Chips and Snacks business and Nalleys 
Canada Ltd.  See NOTE 3 - "Disposals."
</TABLE>
<TABLE>
<CAPTION>
Operating Income Before Dividing with Pro-Fac(1)

(Dollars in Millions)
                                 			Three Months Ended                 Six Months Ended        
                         			    12/23/95          12/24/94        12/23/95         12/23/94    
                            				      % of            % of            % of            $ of   
                     			       $      Total    $      Total    $      Total     $     Total
<S>                           <C>    <C>      <C>     <C>     <C>     <C>      <C>    <C>
CMF                            8.2    151.9   11.4    64.0    12.1    108.0    18.1   60.7
Nalleys Fine Foods            (5.7)  (105.6)   4.2    23.6    (4.7)   (42.0)    8.6   28.9
Southern Frozen Foods          2.1     38.9    3.1    17.4     3.1     27.7     5.5   18.5
Snack Foods Group              0.9     16.7    1.1    6.2      1.9     17.0     1.9    6.4
Brooks Foods                   1.8     33.3    2.0    11.2     2.2     19.6     2.1    7.0
Finger Lakes Packaging         0.7     13.0    0.6    3.4      1.5     14.0     1.6    5.4
Intercompany eliminations     (2.6)   (48.2)  (5.3) (25.8)    (4.9)   (44.3)   (8.3) (26.2)
  Subtotal ongoing operations  5.4    100.0   17.1  100.0     11.2    100.0    29.5  100.7
Businesses sold 2               --       --    0.6     --       --       --     0.2   (0.7)
	Total                         5.4    100.0   17.7  100.0     11.2    100.0    29.7  100.0
<FN>
1       Table excludes restructuring loss from division disposals, 
change in control expense, and gain on assets as a result of a 
fire claim recorded in fiscal 1995.

2       The Company sold the Nalleys US Chips and Snack business and 
Nalleys Canada Ltd.  See NOTE 3 - "Disposals."
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
Depreciation and Amortization

(Dollars in Millions)
                                Three Months Ended              Six Months Ended               
                      			    12/23/95      12/24/94        12/23/95      12/23/94     
                             				% of           % of              % of        % of
                      			   $    Total    $     Total      $      Total  $    Total
<S>                        <C>  <C>      <C>   <C>        <C>    <C>    <C>   <C>
CMF                        3.4  47.9     2.2   36.7       6.9    47.9   4.9   42.2
Nalleys Fine Foods         1.4  19.8     0.7   11.7       2.7    18.8   1.5   12.9
Southern Frozen Foods      1.3  18.3     0.6   10.0       2.6    18.1   1.2   10.3
Snack Foods Group          0.4   5.6     0.5    8.3       0.9     6.2   1.0    8.6
Brooks Foods               0.2   2.8     0.1    1.7       0.4     2.8   0.3    2.6
Finger Lakes Packaging     0.4   5.6     0.3    5.0       0.9     6.2   0.6    5.2
Corporate and 
  eliminations Subtotal     --    --     1.1   18.3       0.0     0.0   1.3   11.2
  ongoing operations       7.1 100.0     5.5   91.7      14.4   100.0  10.8   93.0
Businesses sold 1          --     --     0.5    8.3        --      --   0.8    7.0
	Total                     7.1 100.0     6.0  100.0      14.4   100.0  11.6  100.0

<FN>
1       Table excludes restructuring loss from division disposals, 
change in control expense, and gain on assets as a result of a 
fire claim recorded in fiscal 1995.

2       The Company sold the Nalleys US Chips and Snack business and 
Nalleys Canada Ltd.  See NOTE 3 - "Disposals."
<FN>




</TABLE>
<TABLE>
<CAPTION>
Total Assets
(Dollars in Millions)
                   				   December 23,    December 24,    
                         					1995           1994         
                           					  % of            % of
                    				    $     Total     $     Total
	<S>                       <C>     <C>    <C>       <C>
	CMF                       383.0   45.6   264.0     36.0
	Nalleys Fine Foods        153.9   21.8    89.2     12.1
	Southern Frozen Foods     100.2   14.2    64.9      8.8
	Snack Foods Group          28.1    4.0    24.3      3.3
	Brooks Foods               22.6    3.2    11.1      1.5
	Finger Lakes Packaging     31.6    4.4    42.5      5.8
	Corporate                  47.9    6.8   225.8     30.8
	  Subtotal ongoing 
	  operations              707.3  100.0    721.8    98.3
	Businesses sold 1            --     --     12.4     1.7
	Total                     707.3  100.0    734.2   100.0
<FN>
1       The Company sold the Nalleys US Chips and Snack business and 
Nalleys Canada Ltd.  See NOTE 3 "Disposals."
</TABLE>

The following table illustrates the Companys income statement data 
and the percentage of net sales represented by these items for the 
quarters and six months ended December 23, 1995 and December 24, 
1994.

<PAGE>
<TABLE>
<CAPTION>
Consolidated Statement of Operations
(Dollars in Millions)
                       	    Three Months Ended               Six Months Ended               
                     		12/23/95         12/24/94        12/23/95        12/23/94     
                     			      % of            % of            % of            % of
                    			$     Sales     $     Sales      $    Sales     $     Sales
<S>                   <C>     <C>     <C>     <C>      <C>    <C>     <C>     <C>     
Net sales             208.2   100.0   216.0   100.0    373.4  100.0   392.8   100.0
Cost of sales         156.5    75.2   149.2    69.1    279.2   74.8   276.0    70.3
Gross profit           51.7    24.8    66.8    30.9     94.2   25.2   116.8    29.7
Restructuring expenses,
  including net loss 
  from division disposals                                              (8.4)   (2.1)
Change in control 
  expenses                             (0.4)   (0.2)    (2.2)  (0.6)
Gain on assets incurred 
   as result of a fire 
   claim                                                 6.5    1.6
Other selling, 
   administrative
   and general 
   expenses           (46.3)  (22.2)  (49.0)  (22.6)   (83.0) (22.2)  (87.0)  (22.1)
Operating income) before
   dividing with 
   Pro-Fac              5.4     2.6    17.4     8.1     11.2    3.0    25.7     6.5
Interest expense      (11.0)   (5.3)   (8.4)   (3.9)   (21.0)  (5.6)  (13.5)   (3.4)
Pretax (loss)/earnings 
   before dividing 
   with Pro-Fac        (5.6)   (2.7)    9.0     4.2     (9.8)  (2.6)   12.2     3.1
Pro-Fac share of 
   loss/(earnings)      2.8     1.4    (4.4)   (2.0)     4.9    1.3    (5.9)   (1.5)
Loss/(income) 
  before taxes         (2.8)   (1.3)    4.6     2.2     (4.9)  (1.3)    6.3     1.6
Tax benefit
  /(provision)          0.9     0.4    (2.3)   (1.1)     1.2    0.3    (3.7)   (0.9)
Net loss/(income)     $(1.9)   (0.9)    2.3     1.1    $(3.7)  (1.0)    2.6     0.7  
</TABLE>

CHANGES FROM SECOND QUARTER FISCAL 1995 TO SECOND QUARTER FISCAL 1996

Net Sales:  The Companys net sales in the quarter ended December 
23, 1995 of $208.2 million decreased $7.8 million or 3.6 percent 
from $216.0 million in the same quarter last year.  The net sales 
attributable to businesses sold discussed in NOTE 3 were $11.0 
million in the quarter ended December 24, 1994.  The Companys net 
sales from ongoing operations, excluding businesses sold, were 
$205.0 in the quarter ended December 24, 1994 compared to $208.2 
million in the quarter ended December 23, 1995.  This increase in 
net sales of $3.2  million for ongoing operations is primarily 
comprised of increased net sales at Nalleys and Brooks of $2.2 
million and $1.1 million, respectively, with minor variations at 
other operations.  The increased net sales at Nalleys of $2.2 
million or 5.0 percent primarily relates to increases in the salad 
dressings, salsa, and pickles product lines. The net sales increase 
at Brooks of $1.1 million or 9.7 percent is primarily attributable 
to an  increase in unit sales compared to the prior year quarter.

Gross Profit:  Gross profit of $51.7  million for the quarter ended 
December 23, 1995 decreased $15.1 million or 22.6 percent from 
$66.8 million for the quarter ended December 24, 1994.  Of this net 
decrease, a $2.5  million reduction was attributable to businesses 
sold, and a decrease of $12.6 million was attributable to the 
Companys ongoing operations.  The decrease in gross profit for 
ongoing operations is comprised of increases and decreases as 
follow:
<TABLE>
<CAPTION>
		 <S>                         <C>
		 CMF                         $(7.0)
		 Southern Frozen Foods        (0.7)
		 Nalleys Fine Foods           (5.8)
		 Brooks                        0.2
		 All Other                     0.7
                     					    $(12.6)
</TABLE>

The decreased gross profit at the Companys CMF and Southern Frozen 
Foods operations primarily relates to depressed vegetable pricing. 
 The decreased gross profit at the Companys Nalleys operation was 
caused by increased manufacturing costs primarily related to the 
startup of the new dressing plant. The improvement at Brooks is due 
to the increased sales volume.



<PAGE>
Change in Control Expenses:  Change in control expenses recorded in 
the second quarter of fiscal 1995 amounting to $0.4 million reflect 
non-deductible expenses relating to the sale of the Company 
covering legal, accounting, investment banking, and other expenses 
relative to the change in control issue.  All of these expenses 
were incurred by the Predecessor entity.  See NOTE 2 -- "Change in 
Control of the Company and Agreements with Pro-Fac."

Other Selling, Administrative, and General Expenses:  Other 
selling, administrative, and general expenses in the quarter ended 
December 23, 1995 of $46.3 million decreased $2.7 million or 5.5 
percent from $49.0 million in the quarter ended December 24, 1994. 
 This net decrease of $2.7 million includes primarily:

<TABLE>
<CAPTION>
(In Millions)
                                            							Businesses     
                                         						      Sold  Ongoing  Total 
     <S>                                             <C>     <C>     <C>    
     Change in trade promotions                      $(0.8)  $(1.5)  $(2.3)
     Change in advertising and selling costs          (1.3)   (0.5)   (1.8)
     Change in other selling, administrative, and
     		general expenses                               (0.1)    1.5     1.4
                                          						     $(2.2)  $(0.5)  $(2.7)
</TABLE>

The $2.0 million decrease in trade promotions and advertising and 
selling costs at the Companys ongoing operations is primarily 
comprised of increased spending at the Nalleys operation offset by 
decreased spending at CMFs operation.

The $1.5 million increase in other administrative expenses at the 
Companys ongoing operations primarily relates to increased costs at 
the Companys Nalleys operations.  

Interest Expense:  Interest expense in the quarter ended December 
23, 1995 of $11.0 million increased $2.6 million or 31.0 percent 
from $8.4 million in the quarter ended December 24, 1994. This 
increase was primarily attributable to the increased borrowing and 
increased interest rates related to the acquisition of the Company 
by Pro-Fac.

Provision for Taxes:  The benefit for taxes in the quarter ended 
December 23, 1995 of $0.9 million changed $3.2 million from the 
provision of $2.3 million in the quarter ended December 24, 1994.  
See NOTE 4, "Taxes," relative to the change in tax status.


	SIX MONTH CHANGES FROM THE CORRESPONDING PRIOR YEAR PERIOD

Net Sales:  The Companys net sales in the first six months of 
fiscal 1996 of $373.4 million decreased $19.4 million or 4.9 
percent from $392.8 million in the first six months 1995.  The net 
sales attributable to businesses  sold discussed in Note 3 were 
$23.4 million in the first six months of fiscal 1995.  The Companys 
net sales from ongoing operations excluding businesses sold were 
$373.4 million in the first six months of fiscal 1996, an increase 
of $4.0 million or 1.1 percent from $369.4 million in the first six 
months of fiscal 1995.

Gross Profit:  Gross profit of $94.2  million in the first six 
months of fiscal 1996 decreased $22.6 million or 19.3 percent from 
$116.8 million in the first six months of fiscal 1995.  Of this net 
decrease, a $5.4  million reduction was attributable to businesses 
sold and a decrease of $17.2 million was attributable to decreased 
gross profit at the Companys ongoing operations. This decrease of 
$17.2 million was the result of variations in volume, selling 
prices, costs and product mix.  The gross profit variations are 
comprised of increases and decreases as follows:
<TABLE>
<CAPTION>
	<S>                         <C>
	CMF                         $(10.6)
	Southern Frozen Foods         (1.9)
	Nalley                        (6.6)
	Brooks                         0.5
	All others                     1.4
                     				    $(17.2)
</TABLE>

The decreased gross profit at the Companys CMF and Southern Frozen 
Foods operations primarily relates to depressed vegetable pricing.



<PAGE>
The decreased gross profit at the Companys Nalleys operation 
primarily to higher costs on all of their product lines, but 
particularly in salad dressings due to the plant start up process.

The improvement at Brooks is due to higher sales volume.

Restructuring Expenses Including Net (Loss)/Gain From Division 
Disposals:  Restructuring expenses, including net (loss)/gain from 
division disposals resulted in a charge in the first six months of 
fiscal 1995 of $8.4 million to reflect the impact of the sale of 
certain assets of the Nalleys US Chips and Snack other expenses 
relating to the disposal of this operation.

Change in Control Expenses:  Change in control expenses recorded in 
the first six months of fiscal 1995, amounting to $2.2 million, 
reflect non-deductible expenses relating to the sale of the Company 
covering legal, accounting, investment banking and other expenses 
relative to the change in control issue. In recognizing this 
expense, the Company allocated half of this amount to Pro-Fac as a 
deduction to the profit split.  See Note 2 - "Change in Control of 
the Company and Agreements with Pro-Fac".

Gain on Assets Resulting From Fire Claim:  The gain on assets 
resulting from fire claim recorded in the first six months of 
fiscal 1995 amounted to $6.5 million representing the insurance 
proceeds for the replacement value in excess of the depreciated 
book value of the building and equipment destroyed by fire on July 
7, 1994 at the Southern Frozen Foods Division.

Other Selling, Administrative and General Expenses:  Other selling, 
administrative and general expenses in the first six months of 
fiscal 1996 of $83.0 million decreased $4.0 million or 4.6 percent 
from $87.0 million in the first six months of fiscal 1995.  This 
net decrease of $4.0 million includes primarily:

<TABLE>
<CAPTION>
(In Millions)
	                            					  Businesses       
                                  				 Sold      Ongoing     Total   
<S>                                     <C>         <C>        <C>
Change in trade promotions              $(1.9)      $(0.5)     $(2.4) 
Change in advertising and 
	selling costs                           (3.2)       (0.7)      (3.9)
All other                                (0.4)        2.7        2.3  
Change in selling, administrative
	and general expenses                   $(5.5)      $ 1.5      $(4.0)
</TABLE>

The $1.2 million decrease in trade promotions, advertising and 
selling costs at the Companys ongoing operations resulted from 
increased costs at Nalleys of $3.8 million primarily in the canned 
and dressing product lines offset by a decrease at Comstock 
Michigan Fruit of $5.3 million primarily in the filling and topping 
product lines.  Minor variations occurred in the Companys other 
operations.

The $2.7 million increase in other administrative costs 
attributable to the Companys ongoing operations was primarily 
related to increased spending at Nalleys of $2.2 million and slight 
variations at other operations.

Interest Expense:  Interest expense in the first six months of 
fiscal 1996 of $21.0 million increased $7.5 million or 55.6 percent 
from $13.5 million in the first six months of fiscal 1995. This 
increase was primarily attributable to the increased borrowing and 
rates related to the acquisition of the Company by Pro-Fac.

Provision for Taxes:  The benefit for taxes in the first six months 
of fiscal 1996 of $1.2 million decreased $4.9 million from the 
provision of $3.7 million in the first six months of fiscal 1995.  
The non-deductibility of the amortization of goodwill negatively 
impacts the Companys effective tax rate.

	LIQUIDITY AND CAPITAL RESOURCES

In the six months ended December 23, 1995, the net cash used in 
operating activities of Pro-Fac of $44.7 million reflects net loss 
of $7.1 million.  Depreciation and amortization of assets amounted 
to $14.8 million.  Inventories increased $47.2 million, and 
accounts


<PAGE>
receivable increased $3.9 million.  Changes in other assets and 
liabilities amounted to $1.4 million.

Cash flows used in investing activities of $11.6 million include 
net cash used for capital expenditures in the period of $10.2 
million, disposals provided $4.0 million, and the acquisition of 
Packer used $5.4 million.

Net cash provided by financing activities in the period amounted to 
$58.3 million.  Proceeds from seasonal borrowings amounted to $70.0 
million, proceeds from long-term debt to finance the Packer 
acquisition amounted to $5.4 million, payments on long-term debt 
amounted to $11.1 million, dividends paid amounted to $6.4 million 
and stock sales provided $0.3 million.

Because of the additional debt as a result of the acquisition of 
the Company by Pro-Fac, the cash flow of the Company is the single, 
most important measure of performance.  Net cash provided from 
operations in fiscal 1996 is expected to be sufficient to cover 
scheduled payments on long-term debt and planned capital 
expenditures.

New Borrowings :  Under the New Credit Agreement, as amended, 
Curtice-Burns is able to borrow up to $86.0 million for seasonal 
working capital purposes under the Seasonal Facility, subject to a 
borrowing base limitation, and obtain up to $14.2 million in 
aggregate face amount of letters of credit pursuant to a Letter of 
Credit Facility.  The borrowing base is defined as the lesser of 
(i) $86.0 million and (ii) the sum of 60 percent of eligible 
accounts receivable plus 50 percent of eligible inventory.

As of December 23, 1995, (i) cash borrowings outstanding under the 
Seasonal Facility were $70.0 and (ii) availability under the 
Seasonal Facility, after taking into account the amount of the 
borrowing base, was $16.0 million.  In addition to its seasonal 
financing, as of December 23, 1995, The Company had $1.0 million 
available for long-term borrowings under the Term Loan Facility.  
The Company believes that the cash flow generated by its operations 
and the amounts available under the Seasonal Facility should be 
sufficient to fund its working capital needs, fund its capital 
expenditures and service its debt for the foreseeable future.

As a result of the acquisition of Curtice-Burns by Pro-Fac, total 
debt and interest expense have increased because the Notes have a 
substantially higher interest rate than the debt that was repaid 
with the proceeds from the Note Offering.  The New Credit Agreement 
requires that Pro-Fac and Curtice-Burns meet certain financial 
tests and ratios and comply with certain other restrictions and 
limitations.  As of December 23, 1995, the Company is in compliance 
with all such restrictions and limitations.  The Company 
anticipates it will not achieve the fixed charge coverage ratio at 
June 29, 1996 outlined in the New Credit Agreement.  Management is 
currently working with the lending institution to obtain a waiver 
for this covenant.  Management anticipates such waiver will be 
granted.

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

As a result of the shortage situation of the national supply due to 
the low yields from the 1993 crop year, many vegetable producers 
intentionally increased planned production for the 1994 crop year 
attempting to return the supplies to ample levels.  Favorable 
weather conditions in the 1994 growing season, however, produced 
high crop yields in addition to the increased planned production.  
This resulted in somewhat depressed selling prices, increased 
inventory levels throughout fiscal 1995, and left a higher 
carryover inventory at the end of fiscal 1995 than at the end of 
fiscal 1994 for the Company.  With the harvesting completed for the 
smaller 1995 vegetable crop, it is anticipated prices and inventory 
levels will stabilize during the 1996 fiscal year.

Required scheduled payments on long-term debt will approximate $8.0 
million in the coming year.  Cash proceeds from the sale of Nalleys 
Canada Ltd. of approximately $3.8 million were applied to long-term 
debt in accordance with the terms of the New Credit Agreement.


<PAGE>
Supplemental Information on Inflation:  The changes in costs and 
prices within the Companys business due to inflation were not 
significantly different from inflation in the United States economy 
as a whole.  Levels of capital investment, pricing and inventory 
investment were not materially affected by the moderate inflation.

Management Change:  Patrick Lindenbach resigned as president of the 
Nalleys Fine Foods division in Tacoma, Washington, effective 
December 8, 1995.  Lindenbach is a partner in the management group 
that purchased the Nalleys Canada division from Curtice Burns last 
summer and has now decided to devote his full time and energies to 
this new venture.  Dennis Mullen, president of Curtice Burns 
Comstock Michigan Fruit (CMF) division, assumed the additional 
responsibility as president of the Nalleys division.  Ben Frega, a 
senior vice president at CMF, was promoted to executive vice 
president and assumed much of the day-to-day responsibilities for 
that division.  Mr. Frega has been employed by the Company for 
twenty-one years in positions of increasing responsibility.

Director Change:  Subsequent to quarter end, on January 26, 1996, 
Walter F. Payne was appointed to the Curtice Burns Board.  Mr. 
Payne replaces William B. McKnight, who has resigned from the 
Board.  Since joining the Curtice Burns board, Mr. McKnight has 
taken on new duties as president and chief executive officer of 
Wise Foods.  Mr. Payne is president and chief executive officer of 
Blue Diamond Growers, a 4,000-member cooperative of almond growers 
based in Sacramento, California.  Blue Diamond is the worlds 
largest tree nut marketer and processor.  Mr. Payne joined Blue 
Diamond Growers in 1973 as director of marketing and planning and 
was promoted to positions of increasing responsibility over the 
years, including that of executive vice president and chief 
operating officer in 1990, to his present role in 1992.




<PAGE>
		PART II  OTHER INFORMATION

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

	(a)     EXHIBITS

		EXHIBIT
		NUMBER                       DESCRIPTION             
	   

		Exhibit 27      Financial Data Schedule

(b)     No current report on Form 8-K was filed during the fiscal 
period to which this report relates.





<PAGE>














	SIGNATURES



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



PRO-FAC COOPERATIVE, INC.




Date:  January 29, 1996         BY:     /s/      Stephen R. Wright  
			
				STEPHEN R. WRIGHT, GENERAL MANAGER




Date:  January 29, 1996         BY:     /s/     William D. Rice     
			
				WILLIAM D. RICE, ASSISTANT TREASURER
				(PRINCIPAL ACCOUNTING OFFICER)