UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                            Registration No. 33-60273


                             REGISTRATION STATEMENT
                                   ON FORM S-2

                        Under The Securities Act of 1933
   As filed with the Securities and Exchange Commission on September 16, 1997

                            PRO-FAC COOPERATIVE, INC.
             (Exact name of registrant as specified in its charter)

           NEW YORK                                       16-6036816
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)              

                                           Copy to:

STEPHEN R. WRIGHT, GENERAL MANAGER         Richard D. Mathewson, Esq.
Pro-Fac Cooperative, Inc.                  Harris Beach & Wilcox, LLP
90 Linden Place                            130 East Main Street
Rochester, New York 14625                  Rochester, New York 14604
(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 delivery of the prospectus
is expected to be made pursuant to Rule 434, please check the following box. [ ]
                                Proposed Maximum
<TABLE>
  Title of Each Class of              Amount Being          Aggregate Offering         Proposed Maximum             Amount of
Securities Being Registered            Registered             Price Per Unit        Aggregate Offering Price    Registration Fee*
<CAPTION>

<S>                                    <C>                        <C>                      <C>                      <C>      
Retains                                $4,000,000                 100%                     $4,000,000               $1,212.13
Preferred Stock**
Total                                                                                                               $1,212.13
<FN>
*    As permitted by Rule  429(a),  the  Prospectus  included  herein also relates to 776,414  shares of Common Stock (as to which a
     filing fee of $1,338.65 was paid) registered covered by Registration Statement No. 33-60273.
**   Representing Preferred Stock issuable at maturity of Retains.
</FN>
</TABLE>
PRIOR REGISTRATION - RULE 429
As permitted  by Rule 429(a),  the  Prospectus  included  herein also relates to
Registration   Statement  No.  33-60273.   The  registrant  hereby  amends  this
Registration  Statement  on such date or dates as may be  necessary to delay the
effective date of this Registration  Statement 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 of 1933 or until this  Registration  Statement  shall have become
effective on such date as the  Commission,  acting pursuant to Section 8(a), may
determine.
<PAGE>
PROSPECTUS

                 SUBJECT TO COMPLETION, DATED SEPTEMBER 16, 1997
                            PRO-FAC COOPERATIVE, INC.

                         776,414 Shares of Common Stock

                               $5,150,000 Retains



Pro-Fac Cooperative, Inc. ("Pro-Fac") is a New York cooperative corporation with
capital stock which markets the agricultural  products grown by its members, all
of whom are its common shareholders, through Curtice-Burns Foods, Inc. ("Curtice
Burns"),  a food processing  corporation  which is a wholly-owned  subsidiary of
Pro-Fac.  This Prospectus pertains to common stock, the allocation by Pro-Fac to
its  members of  certain  credits  representing  payments  by Pro-Fac  for crops
purchased,  denominated  "retains",  and  to  the  issuance  by  Pro-Fac  of its
preferred stock to members and other persons holding such retains.

           SEE THE SECTION OF THIS PROSPECTUS ENTITLED "RISK FACTORS,"
 WHICH BEGINS ON PAGE 3, FOR CERTAIN SPECIAL FACTORS RELATING TO THIS OFFERING.

            THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
               THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
                 COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
                    OF THIS PROSPECTUS. ANY REPRESENTATION TO
                       THE CONTRARY IS A CRIMINAL OFFENSE.

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

<S>               <C>             <C>                             <C>              <C>           
Common Stock      Per Share       $         5.00                  0.0              $         5.00
                  Total:              $3,882,070                                        $3,882,070

Retains           Per Unit:                  100%                 0.0                          100%
                  Total:              $5,150,000                  0.0                   $5,150,000

<FN>
(1)  The  securities  described  in  this  Prospectus  are  to  be  offered  and
     distributed directly by the issuer 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 therefor.

(2)  Before deducting expenses estimated at $40,212.13.
</FN>
</TABLE>

The date of this Prospectus is             , 1997.

Information   contained  herein  is  subject  to  completion  or  amendment.   A
registration  statement  relating  to these  securities  has been filed with the
Securities  and Exchange  Commission.  These  securities may not be sold nor may
offers to buy be accepted prior to the time the registration  statement  becomes
effective.  This  prospectus  shall  not  constitute  an  offer  to  sell or the
solicitation of an offer to buy nor shall there be any sale of these  securities
in any State in which such offer,  solicitation  or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
<PAGE>



                              AVAILABLE INFORMATION


Pro-Fac is subject to the informational  requirements of the Securities Exchange
Act of 1934 and in accordance therewith files reports and other information with
the Securities and Exchange  Commission  (the  "Commission").  Reports and other
information  filed with the Commission can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street,  NW,  Washington,  DC and at its regional offices located at 7
World  Trade  Center  (Suite  1300),  New York,  New York  10048 and at 500 West
Madison Street (Suite 1400),  Chicago,  Illinois 60661.  Copies of such material
can be obtained from the Public Reference Section of the Commission at Judiciary
Plaza, 450 Fifth St., NW, Washington,  DC 20549, at prescribed rates.  Pro-Fac's
Cumulative Preferred Stock is traded on the NASDAQ National Market.  Reports and
other information concerning Pro-Fac can be inspected at such exchange. Further,
the Commission maintains a Web site at http://www.sec.gov  that contains reports
and other information regarding Pro-Fac.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This  Prospectus is accompanied by Pro-Fac's  Annual Report on Form 10-K for the
fiscal year ended June 28, 1997, which is incorporated by reference herein.

                             REPORTS TO SHAREHOLDERS

Pro-Fac  furnishes  annual reports to its members and  shareholders on Form 10-K
which contain audited financial statements.


<PAGE>



                                TABLE OF CONTENTS


                                                                           Page

Summary of Prospectus......................................................  1
Risk Factors...............................................................  3
Use of Proceeds............................................................  4
Ratio of Earnings to Fixed Charges and Preferred Dividends.................  5
Business of Pro-Fac........................................................  5
Description of Pro-Fac Securities..........................................  9
Restrictions on Dividends and Other Distributions to Members and Investors. 13
Certificates for Securities................................................ 13
Experts.................................................................... 13

No dealer,  salesman or other person has been authorized to give any information
or to make any  representations,  other than those contained in this Prospectus,
in connection with the transactions described herein, and if given or made, such
information or representations must not be relied upon as having been authorized
by  Pro-Fac.  This  Prospectus  does not  constitute  an  offer  to  sell,  or a
solicitation  of an offer to buy, the securities  covered by this  Prospectus in
any  state  to any  person  to  whom  it is  unlawful  to  make  such  offer  or
solicitation  in such state.  Neither the  delivery of this  Prospectus  nor the
distribution  of any  security  covered  by this  Prospectus  shall,  under  any
circumstances,  create an implication that there has been no change in the facts
herein set forth or in the affairs of Pro-Fac since the date hereof.

<PAGE>
                                                                 1
                              SUMMARY OF PROSPECTUS

The  following  summary  is  qualified  in its  entirety  and  should be read in
conjunction with the registrant's  Annual Report on Form 10-K for the year ended
June  28,  1997,   which  includes  more  detailed   information  and  financial
statements.

Pro-Fac: Pro-Fac is an agricultural cooperative corporation formed in 1960 under
New York law to process and market crops grown by its  members.  Only growers of
crops  marketed  through  Pro-Fac (or  associations  of such growers) can become
members of Pro-Fac.

A grower becomes a member of Pro-Fac through the purchase of common stock, which
obligates the grower to supply,  and Pro-Fac to purchase,  crops for delivery to
and processing by Curtice-Burns  Foods, Inc. ("Curtice Burns" or the "Company").
The  principal  office of Pro-Fac  is at 90 Linden  Place,  Rochester,  New York
14625; its telephone number is (716) 383-1850.

Recent Changes in Relationship  with Curtice Burns:  Curtice-Burns  Foods,  Inc.
("Curtice  Burns" or the "Company") is a producer and marketer of processed food
products, including canned and frozen fruits and vegetables, canned desserts and
condiments,  fruit  fillings  and  toppings,  canned  chilies  and stews,  salad
dressings,  pickles,  peanut  butter and snack foods.  Pro-Fac and Curtice Burns
were  established  together  in the  early  1960s  and have had a  long-standing
contractual  relationship  in which  Pro-Fac  provided  crops and  financing  to
Curtice Burns,  Curtice Burns  provided a market and management to Pro-Fac,  and
Pro-Fac shared in the profits of Curtice Burns.

On November 3, 1994,  Pro-Fac  acquired Curtice Burns (the  "Acquisition"),  and
Curtice Burns became a  wholly-owned  subsidiary of Pro-Fac.  The purchase price
and fees and expenses  related to the Acquisition  were financed with borrowings
under a new credit agreement (the "New Credit  Agreement") with CoBank, ACB (the
"Bank"),  and the proceeds of the Company's  12.25 percent  Senior  Subordinated
Notes due 2005 (the  "Notes").  Pro-Fac has  guaranteed  the  obligations of the
Company  under  the New  Credit  Agreement  and the  Notes.  As a result  of the
indebtedness  incurred in  connection  with the  Acquisition,  Curtice Burns has
higher interest expenses than prior to the Acquisition.

The New Credit  Agreement  and the Notes  restrict the amount of  dividends  and
other payments that may be made by Curtice Burns to Pro-Fac.  Such  restrictions
on the  flow of cash to  Pro-Fac  may  affect  the  ability  of  Pro-Fac  to pay
dividends on its common and preferred stock or to repurchase common or preferred
stock.

Pro-Fac Securities:

Common Stock.  Common stock,  par value $5, is sold for cash at its par value to
all  growers or  associations  of growers  who become  members of  Pro-Fac,  and
ownership of common stock is thus  synonymous  with  membership in Pro-Fac.  The
common  stock  investment  required of each new member is based upon the nature,
location,  and  quantity  of  particular  crops  in  particular  locations.   In
determining  the level of common  stock  investment  required  for a member  who
desires to market a specified quantity or acreage of a crop through Pro-Fac, the
Board of  Directors  takes into  account the  expected  Commercial  Market Value
("CMV")  of the crop,  the level of  interest  in  marketing  that crop  through
Pro-Fac and other  factors.  Common stock may only be held by members of Pro-Fac
who are growers of crops marketed  through  Pro-Fac (or by  associations of such
growers),  and may only be transferred with the written consent of Pro-Fac.  Any
proposed  purchaser  of  outstanding  common  stock must be a grower  willing to
assume  all of the  seller's  obligations  as a member  of  Pro-Fac  and must be
acceptable to the Board of Directors.

Upon the purchase of common stock, a new member of Pro-Fac  executes the General
Marketing  Agreement,  which  provides  for  (1)  delivery  of  crops;  (2)  the
availability  of  facilities  for receiving and  processing  the crops;  (3) the
operation  of a single  marketing  pool for all crops  delivered  based upon the
establishment of the CMV, as defined, of each crop each year; and (4) the manner
of payment by Pro-Fac to its members of the purchase price for delivered  crops.
Annual crop  agreements  supplement the General  Marketing  Agreement by setting
forth  quality  specifications,  terms and  conditions  for the  production  and
delivery of the member's  specific crop, and the relative value  weighting to be
given to raw product by grade category. See "Business of Pro-Fac."

In many cases,  the board has  permitted  the purchase  price to be paid in four
installments.  Under this  system,  a cash deposit of at least 25 percent of the
total price must be paid upon  joining  Pro-Fac;  at that time 25 percent of the
shares to be purchased are issued to the grower.  The balance due may be paid in
three equal annual installments; upon receipt of each payment, 25 percent of the
shares to be purchased are issued by Pro-Fac to the grower.  A member making his
purchase  in  installments  is  permitted  to market  through  Pro-Fac the total
quantities of product covered by his General Marketing  Agreement even before he
has purchased the total  required  number of shares of common stock.  Since each
Pro-Fac member is entitled to only one membership  vote regardless of the number
of shares of common stock held,  the voting  rights of a member are not affected
by the purchase of common stock in  installments.  See  "Description  of Pro-Fac
Securities - Common Stock,  Par Value $5 - Voting  Rights." A member is entitled
to receive dividends only on shares actually issued to him.
<PAGE>
A grower may pay the three  annual  installments  from the  proceeds of his crop
sales to Pro-Fac or from other funds, as he chooses.  He may pay the full amount
due at any time prior to the end of the third crop  season,  except that members
are not permitted to make

voluntary  advance  payments for common stock  between  April 1 and the dividend
qualifying date for common stock during any calendar year.

Retains.  Retains are issued to reflect the retention by Pro-Fac of a portion of
its proceeds,  as described  below.  Patronage  proceeds are its gross  receipts
derived  from sources  that under  federal tax law qualify as patronage  income,
which is  primarily  proceeds  from the sale of crops  supplied  by  members  of
Pro-Fac, as well as transactions that facilitate or are directly related to such
marketing activities.

Under the bylaws of Pro-Fac, net proceeds from patronage income, if any, must be
paid or allocated  each year to each member on the basis of the business done by
that member with Pro-Fac  during the preceding  crop year.  Distribution  may be
made in cash or by allocating to the account of each member his interest in that
portion  of the  proceeds  retained  by Pro-Fac  ("retains")  for use as working
capital  or for  such  other  purposes  as may be  determined  by the  Board  of
Directors.  Such retains are made up of allocations for which qualified  notices
have  been  distributed  ("qualified  retains")  and  non-qualified  notices  of
allocations ("non-qualified retains"). Qualified retains are freely transferable
and  normally  mature into Class A  Cumulative  Preferred  Stock at  liquidation
preference,  $25 per share,  in  December  of the fifth  year after  allocation.
Non-qualified retains may not be sold or purchased and may, in the discretion of
the Board of Directors,  be redeemed after five years for cash and/or  preferred
stock.   Prior  to  fiscal  1996,   qualified   retains  were   converted   into
Non-Cumulative Preferred Stock upon maturity, and Non-Cumulative Preferred Stock
was used to redeem  non-qualified  retains.  Beginning in fiscal 1996, qualified
retains were  converted into Class A Cumulative  Preferred  Stock upon maturity,
and Class A Cumulative Preferred Stock was used to redeem non-qualified retains.
In the  future,  it is the  intention  of the Board of  Directors  that  retains
maturing or redeemed will be converted into or redeemed using Class A Cumulative
Preferred Stock. See "Description of Pro-Fac Securities" and "Risk Factors."

Preferred  Stock.  Until October 1995, all preferred stock issued by Pro-Fac was
Non-Cumulative  Preferred  Stock.  On October 10, 1995,  Pro-Fac  consummated an
exchange  offer  in  which  shares  of  Class  A  Cumulative   Preferred   Stock
("Cumulative   Preferred  Stock")  were  exchanged  for  outstanding  shares  of
Non-Cumulative  Preferred  Stock  (the  "Exchange  Offer").  The  purpose of the
Exchange Offer was to provide stockholders with the opportunity to exchange,  on
a share-for-share  basis,  shares of  Non-Cumulative  Preferred Stock (which are
highly  illiquid) for shares of Cumulative  Preferred Stock (which are traded on
the NASDAQ National Market  System).  Holders of shares of Cumulative  Preferred
Stock will be entitled to receive, when, as and if declared by the Board, out of
assets of Pro-Fac  legally  available  therefor,  cumulative cash dividends at a
quarterly  rate  equal to $0.43 per share  (or an annual  rate of  approximately
6.88%  of  the  liquidation  preference  of  $25.00  per  share).  Although  the
Cumulative Preferred Stock is traded on the NASDAQ National Market system, there
can be no assurance  that an  established  and liquid market for the  Cumulative
Preferred Stock will continue. See "Description of Pro-Fac Securities" and "Risk
Factors."

Use of Proceeds:  The cash  proceeds  from the sale of common stock and the cash
retained as a result of distributing  net proceeds in the form of retains rather
than in cash will be used for general  corporate  purposes as  determined by the
Board of  Directors  at the time of  receipt.  No  separate  cash  proceeds  are
realized from the issuance of preferred  stock that results from the  conversion
of retains.

Tax Treatment of Amounts Paid or Allocated to Members:  Under the federal income
tax laws,  members of Pro-Fac must include  currently  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 the members and are taxable to the members only if and when
redeemed by Pro-Fac. See "Business of Pro-Fac."

Benefits of Membership:  From the point of view of a member of Pro-Fac there are
several  advantages  that he receives  from his  membership  in  Pro-Fac,  which
include the following:

     1.   The primary advantage is that the member has an established market for
          a portion of his crop in advance of the crop season.

     2.  A member of Pro-Fac can  specialize  in the  production of one or a few
         crops,   which  normally  tends  to  increase  the  efficiency  of  his
         operations,  yet have the  opportunity  to participate in the potential
         benefits  of crop and  geographical  diversity,  since he shares in the
         proceeds of all crops  marketed  through  Pro-Fac in  proportion to the
         value of his own crops marketed through Pro-Fac.

     3.  Members of Pro-Fac  have the  satisfaction  of knowing that their views
         will be  heard  in the  Cooperative  because  all of the  directors  of
         Pro-Fac and all of the  members of the  commodity  committees  are also
         grower-members.  The members of the commodity committees and all of the
         directors  are also  elected  by the  members  of Pro-Fac on a regional
         basis.
<PAGE>
                                                                 3

     4.   Should Pro-Fac or Curtice Burns need additional  crops for an existing
          operation  of Curtice  Burns,  qualified  members  are given the first
          opportunity to provide those crops.

     5.   The member  obtains the benefit of the  expertise of Curtice  Burns in
          the processing and marketing of food products.

     6.   Over a period of years,  depending on the results of  operations,  the
          member has the opportunity to build a substantial equity investment in
          Pro-Fac retains and preferred stock.

     7.   The  investment  of the member in Pro-Fac  common stock and the market
          for his  products  derived  from  that  investment  are  transferable,
          subject to the  approval of the Pro-Fac  Board of  Directors,  so that
          should he want to reduce or terminate his production of crops,  he can
          liquidate his common stock  investment  through the sale of his shares
          to an eligible grower or to Pro-Fac itself.

To obtain these advantages the member must:

     1.   Purchase  shares  of  common  stock of  Pro-Fac  based  upon the type,
          location, and volume of crops he agrees to market through Pro-Fac.

     2.   Agree to the  retention by Pro-Fac of a portion of its  proceeds  from
          patronage  business above the CMV of crops marketed.  For example,  in
          the  1997  and  1995  fiscal   years,   75  percent  and  80  percent,
          respectively,  of such proceeds,  excluding non-qualified retains, was
          so  retained by Pro-Fac.  For the first five years,  such  amounts are
          retained  without  payment  of  interest  or  dividends.   A  member's
          investment  in the  retains  and  Non-Cumulative  Preferred  Stock  of
          Pro-Fac is relatively illiquid.  Recent sales of qualified retains and
          preferred  stock  have  been at  prices  substantially  below the face
          amounts thereof.

     3.   Agree to the delayed  payment of a portion of the  purchase  price for
          his  crops.  Such  delay  will  exceed  the  industry  average in many
          instances.

     4.   Include  in his  income for tax  purposes  not only the cash  payments
          received  for his  crops  but also the  amount  of  qualified  retains
          allocated  to his account in that year and any  non-qualified  retains
          redeemed in that year.

     5.   Assume the risk that he may be paid less than CMV for his  crops.  See
          "Risk Factors - Member's Share of Proceeds was Less Than CMV in Fiscal
          1996" and "Business of Pro-Fac."

                                  RISK FACTORS

Member's  Share of Proceeds was Less Than CMV in Fiscal 1996:  Payment for crops
is based upon the CMV of such crops, which is the weighted average of the prices
paid by other  commercial  processors  for  similar  crops  used for  similar or
related  purposes  sold under  preseason  contracts or in the open market in the
same or similar market areas. There is no relationship  between the CMV of crops
and the cost of  producing  such  crops  since CMV is  determined  by supply and
demand in the marketplace.

While  Curtice  Burns has  agreed to pay to  Pro-Fac at least the CMV of Pro-Fac
crops,  the  total  proceeds  of  Pro-Fac  depend in large  part on the  overall
profitability  of  Curtice  Burns.  There can be no  assurance  that  payment by
Pro-Fac to a member for his crops from the  proceeds of Pro-Fac will be equal to
or greater than the CMV of those crops.

Although prior to the Acquisition the members of Pro-Fac were paid more than CMV
for their crops in every year of Pro-Fac operations except 1963, 1969, and 1970,
the increased indebtedness incurred in connection with the Acquisition increased
the leverage and interest  expense of Curtice Burns,  thus,  increasing the risk
that Pro-Fac would,  in one or more future years,  pay members less than the CMV
of their crops. In fiscal 1996,  members were paid only 90 percent of the CMV of
their  crops.  The  decreased  payments to members  resulted,  in part,  from an
operating loss at the Company caused primarily by operational  issues at Nalley,
which have been addressed,  and depressed vegetable pricing,  which affected the
entire industry.

Delayed Payments for Crops: Pro-Fac members receive delayed payment of a portion
of the purchase price for their crops. The delay exceeds the industry average in
some instances.  See "Business of Pro-Fac - Marketing of Members' Crops - Timing
of Payments for Crops" and "- Harvest-Time Advance."

Inclusion  of Certain  Payments  in  Taxable  Income:  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 are paid to him
in cash and allocated to his account as qualified retains. Non-qualified retains
are included in the member's taxable income only upon redemption.  See "Business
of Pro-Fac."
<PAGE>
                                                                 4

Increase in Leverage of Curtice Burns: As a result of the  Acquisition,  Curtice
Burns is more  leveraged,  and such  leverage  may  increase  or decrease in the
future.  The degree to which the Company is leveraged is important to members of
Pro-Fac  because the amount paid by Curtice Burns for crops supplied by Pro-Fac,
and the  amount of  dividends  that  Curtice  Burns may pay to  Pro-Fac,  varies
depending  upon the  profitability  of Curtice Burns.  Such  payments,  in turn,
affect  what  Pro-Fac  may pay to its members for their crops and the ability of
Pro-Fac to pay dividends on, or  repurchase,  its common and preferred  stock. A
high degree of  leverage  may make  Curtice  Burns more  vulnerable  to economic
downturns,  may limit its ability to withstand  competitive  pressures,  and may
impair the  Company's  ability  to obtain  financing  in the future for  working
capital, capital expenditures, and general corporate purposes.

Non-Transferability   of  Non-Qualified   Retains:   Non-qualified  retains  are
non-transferable  and  do  not  bear  interest.   See  "Description  of  Pro-Fac
Securities."

Absence of Market for Non-Cumulative  Preferred Stock and Qualified Retains: The
Non-Cumulative   Preferred  Stock  and  qualified  retains  of  Pro-Fac  may  be
transferred  without  the  consent of Pro-Fac.  There  were,  for several  years
preceding the  Acquisition,  broker-dealers  making a limited  market in Pro-Fac
Non-Cumulative  Preferred  Stock  and  qualified  retains,  but no  such  market
currently exists.  There is no assurance that these  arrangements,  or any other
organized  market  for  Pro-Fac  Non-Cumulative  Preferred  Stock and  qualified
retains,  will be  re-established.  The  purpose  of the  Exchange  Offer was to
provide  stockholders  with the  opportunity to exchange,  on a  share-for-share
basis, shares of Non-Cumulative  Preferred Stock (which are highly illiquid) for
shares of Cumulative  Preferred  Stock (which are traded on the NASDAQ  National
Market System.  Pro-Fac  permits  holders to exchange  Non-Cumulative  Preferred
Stock for Cumulative Preferred Stock on a share-for-share basis at certain times
during the year. See "Description of Pro-Fac Securities."

Possible  Changes of  Treatment of Retains:  The current  policy of Pro-Fac with
regard  to the  maturing  of  qualified  retains  into  preferred  stock and the
redemption of non-qualified retains for preferred stock and/or cash is described
in this Prospectus under  "Description of Pro-Fac  Securities."  This policy is,
however, subject to change, in the discretion of the Board of Directors.

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

Possible Discontinuance of Crop: Pro-Fac continuously reviews the ability of its
members to produce  high-quality  crops, and Curtice Burns continuously  reviews
its ability to process and market profitably the crops it buys from Pro-Fac.  As
a result of such  reassessment,  Pro-Fac  may  determine  to cease  marketing  a
particular crop and terminate the marketing  agreements of the members producing
that crop for sale  through  the  Cooperative.  The  members  affected  would be
required to sell all of their common stock  supporting  that crop to Pro-Fac for
cash at its par value, plus any accrued  dividends.  Pro-Fac may also adjust the
quantity  of  a  crop  to  be  marketed  for  members,   either  permanently  or
temporarily,  in several  ways  described  herein  under  "Business of Pro-Fac -
Marketing of Members' Crops - Quantity of Crops Marketed."  Permanent  increases
or  decreases  in  the  quantity  of  a  crop  to  be  marketed  would  involve,
respectively,  the  purchase  of  additional  common  stock by  members or other
growers,  or the sale of common  stock by members to Pro-Fac at par value,  plus
any accrued dividends.

Agricultural Risks: Curtice Burns and Pro-Fac and its members are subject to all
the risks  generally  associated  with  production and marketing of agricultural
commodities.  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 year's crops.  Excessive rain
or drought conditions can produce low crop yields and a shortage situation. This
typically  results in higher selling prices and increased  profitability.  While
the  national  supply  situation  controls  the  pricing,  the supply can differ
regionally because of variations in weather.

Competition  in  Food  Processing  Industry:  The  products  of  Curtice  Burns,
including those processed from crops supplied by Pro-Fac,  compete with those of
national and major regional food processors under highly competitive conditions.
Many national  manufacturers have  substantially  greater resources than Curtice
Burns and Pro-Fac.

                                 USE OF PROCEEDS

The securities offered hereunder are issued on a continuing basis as part of the
normal operations of Pro-Fac and are not offered to raise funds for any specific
purpose.  As described more fully  elsewhere  herein,  common stock is sold from
time to time to new members of Pro-Fac or to members who  increase  the quantity
of crops marketed through Pro-Fac.  Retains are issued annually to represent net
proceeds from  patronage  business  retained by Pro-Fac.  The cash retained as a
result of  distributing  net proceeds in the form of retains rather than in cash
<PAGE>
is transferred to Curtice Burns and is 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.  No
separate cash proceeds are realized from the issuance of preferred stock,  which
is issued only upon the  maturing of  outstanding  retains  and  replaces  those
retains on the books of the Cooperative.

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

                                                             Fiscal Year Ended
                                          June 26,    June 25,   June 24,    June 29,    June 28,
                                            1993        1994       1995        1996       1997
<CAPTION>
                                          ---------   ---------  ---------   ---------   -------
<S>                                         <C>         <C>        <C>         <C>         <C>   
Ratio of earnings to fixed charges
   and preferred dividends                  (A)         2.2        1.5         (A)         1.1

Pro forma ratio of earnings to fixed
   charges and preferred dividends          (B)         1.7        1.3         (B)         (B)

<FN>
(A)  In the fiscal year ended June 26, 1993 and June 29, 1996, the earnings were
     inadequate  by  $22,877,000  and  $23,977,000,  respectively,  to cover the
     amount of pretax fixed charges and preferred dividends.

(B)  In the fiscal years ended June 26, 1993,  June 29, 1996, and June 28, 1997,
     the earnings were inadequate by $27,268,000,  $30,677,000,  and $2,951,000,
     respectively,  to cover the  amount  of  pretax  basis  fixed  charges  and
     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 permitted by law.
</FN>
</TABLE>
For purposes of computing  the ratio of earnings to fixed  charges and preferred
dividends,   earnings   consist  of  net  proceeds  before  (1)  equity  in  the
undistributed earnings of the Bank, (2) fixed charges, (3) income taxes, and (4)
dividends on common and preferred stock.

Fixed  charges   represent  total  interest   expense.   For  purposes  of  this
computation,  preferred  dividends are adjusted to a pretax basis (the amount of
earnings before taxes necessary to meet preferred stock dividend  requirements).
Dividends  represent  those  amounts  deducted for purposes of  determining  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 pretax basis,  by the amount of pretax basis  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  respective  periods  and the maximum
dividend  permitted  by law of 12  percent  of par value was  declared  and paid
thereon.

                               BUSINESS OF PRO-FAC

Pro-Fac's approximately 600 members are growers located principally in New York,
Pennsylvania,  Illinois, Michigan,  Washington, Oregon, Iowa, Nebraska, Florida,
and Georgia. A grower becomes a member of Pro-Fac through the purchase of common
stock,  which  obligates the grower to supply,  and Pro-Fac to purchase,  crops.
Crops  grown  by  Pro-Fac  members  and  purchased  by  Pro-Fac  include  fruits
(cherries,  apples,  blueberries,  peaches and plums),  vegetables  (snap beans,
beets,  cucumbers,  peas,  sweet  corn,  carrots,  cabbage,  squash,  asparagus,
potatoes,  turnip roots and leafy greens) and popcorn. All of the crops supplied
to Pro-Fac by its members are sold to Curtice Burns.

Membership:  Membership  in Pro-Fac is  evidenced  by the  ownership  of Pro-Fac
common stock. Hence the terms "member" and "common  stockholder" are synonymous.
Only producers (or associations of producers) of agricultural  products marketed
through  Pro-Fac  are  eligible  to become  members  and to own common  stock of
Pro-Fac. See "Summary of Prospectus - Pro-Fac Securities - Common Stock."

Regional  Representation:  The  business  of Pro-Fac is  conducted  pursuant  to
policies  established by its Board of Directors.  The territorial  area in which
Pro-Fac  operates has been divided into  geographical  regions  based on natural
<PAGE>
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 the Board by at least one  director.  The board  designates  the
number of directors  to be elected  from each region or  district,  based on the
value  of  raw  product   delivered,   so  as  to  attain  reasonably   balanced
representation  on the  Board.  At  present,  there are five  regions of Pro-Fac
covering  the  following  areas  and  represented  by the  number  of  directors
indicated:

                                                        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 Maryland              1

 II   (Dist. 1)         Michigan                               3
      (Dist. 2)         Illinois                               1

III                     Iowa and Nebraska                      1

 IV                     Washington and Oregon                  1

  V                     Georgia and Florida                    1

In addition to the 12 directors  elected by the members of Pro-Fac  within these
five  membership  regions,  the Board of  Directors  of Pro-Fac is  permitted to
appoint up to one-fifth of the total number of directors to represent  primarily
the interest of the general public in Pro-Fac,  although,  at present only these
12 elected directors constitute the entire board.

Commodity Committees: A commodity committee has been established for each of the
major crops  marketed  through  Pro-Fac.  Each  committee  member is a member of
Pro-Fac who grows and markets  through Pro-Fac the crop with which his committee
is  concerned.  Under  current  policies,  where a crop is produced in different
geographical  areas,  commodity  committees are established  either for separate
geographical  areas or for a  combination  of areas.  Members of each  commodity
committee  are elected by the members of Pro-Fac in the  region(s) for which the
committee serves.

The commodity  committees have been active in advising the Board of Directors of
Pro-Fac as to numerous matters affecting Pro-Fac crops, particularly with regard
to the  determination  of CMV as  hereinafter  described  and the content of the
annual crop agreements, which specify 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 marketing
agreement with Pro-Fac (the "General Marketing Agreement"), in which he appoints
Pro-Fac as his exclusive  agent for  processing and marketing the portion of his
crop  committed  under the General  Marketing  Agreement  and under  annual crop
agreements.  In  the  General  Marketing  Agreement,   Pro-Fac  agrees  to  make
available,  through its agreement with Curtice  Burns,  facilities for receiving
and processing the crops  delivered by its members and the management  personnel
to operate such  facilities  and to market the crops of its members as processed
food products.

Passage of Title to Crops: Upon delivery of a member's crops to Pro-Fac, Pro-Fac
takes title to such crops and has the right to  transfer,  process,  or encumber
them  as it  sees  fit,  subject  to the  provisions  of the  General  Marketing
Agreement.  A member  delivering crops to Pro-Fac has no control over such 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:  Ordinarily,  the quantity of a crop to be delivered
by a member of Pro-Fac in any year is the quantity previously established in the
General  Marketing  Agreement and the  Application  for Membership or Additional
Stock  Subscription,  this being the  quantity of raw product  supported  by the
member's  common  stock  ownership.  For crops  subscribed  on a tonnage  basis,
members  deliver 111 percent of the stock  commitment.  There are several  ways,
however, in which this quantity may be changed.

If Pro-Fac  determines that a permanent change is required in the total quantity
of a particular crop marketed  through it, a corresponding  change in the common
stock of the  members  producing  that  crop  will be  required.  If  additional
quantities of the crop are required,  additional common stock will be offered to
growers of the crop, with qualified current members of Pro-Fac in the area where
the crop is needed  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;  see
"Risk Factors - Possible Discontinuance of Crop."

<PAGE>
                                                                 7

If a change  in total  crop  requirement  is  determined  to be only  temporary,
adjustment  of  common  stock  holdings  will  not be  required.  If  additional
quantities are temporarily  required,  Pro-Fac offers the opportunity to deliver
them to qualified  current  members  growing the crop, on a pro rata basis. If a
temporary  reduction in a crop is  required,  Pro-Fac may  temporarily  pro-rate
downward the quantity of the crop delivered by all members supplying it.

If the  deliveries of a crop are  temporarily  pro-rated  downward,  the members
affected  may,  with the  approval  of the Board of  Directors,  be offered  the
opportunity to sell their excess common stock to Pro-Fac.  A member  choosing to
do so would incur a permanent  reduction in the amount of crop he is entitled to
deliver to Pro-Fac.

Pro-Fac crops under stock tonnage are subscribed for 90 percent of Curtice Burns
normal  required  raw product  needs.  The  difference  between the normal stock
tonnage and the normal  required raw product need of Curtice  Burns becomes part
of the member's delivery obligation. The tonnage will be paid for by Pro-Fac and
qualify for net proceeds distribution. No additional investment is required from
the member.  This  results in an increase of 11 percent to a member's  agreed to
seasonal tonnage.

Agent  Growers:  If a member is  temporarily  unable to fulfill  his  production
obligation to Pro-Fac,  either in whole or in part, he may secure another grower
or growers to act as his agent in growing and delivering the crop to Pro-Fac. An
agent grower  arrangement should be consummated prior to the planting season for
the crop  concerned.  An agent grower may, but need not, be a member of Pro-Fac.
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  obligation to Pro-Fac
more  frequently than one out of any two  consecutive  years without  subjecting
himself to the mandatory transfer of his excess common stock.

Payments  Received from Curtice Burns;  CMV: Payment for crops is initially made
by Curtice Burns to Pro-Fac (and by Pro-Fac to its members) on the basis of CMV.
CMV is determined by a committee  established  jointly by the Board of Directors
of Pro-Fac and Curtice  Burns ("Joint  Board CMV  Committee")  consisting of two
members  appointed  by the  president of Pro-Fac,  two members  appointed by the
chairman of Curtice Burns,  and the president of Curtice  Burns.  In making that
determination,  the Joint Board CMV Committee acts on the basis of data supplied
primarily  by Curtice  Burns  concerning  preseason  contracts  and open  market
purchases for various  crops;  however,  it also relies  significantly  upon the
advice of the commodity committee for each of the various crops marketed through
Pro-Fac.  Because the  members of the  commodity  committees  are growers of the
crops with which they are  concerned,  and  because  those  growers,  like other
growers who are members of Pro-Fac,  frequently sell crops to processors outside
of Pro-Fac, members of the commodity committees are familiar with prices paid by
other commercial processors for crops similar to those sold and marketed through
Pro-Fac.

Payment of Purchase Price to Members:  As a cooperative  corporation  subject to
the  provisions of the Internal  Revenue Code of 1986,  as amended,  Pro-Fac may
retain for  working  capital a portion of the  proceeds  received in payment for
crops while  currently  deducting  for tax purposes the amount of such  retained
earnings  that is annually  allocated  to its members as qualified  retains.  In
order to retain and deduct such amounts,  Pro-Fac must give a qualified  written
notice of  allocation  of such  amount to each  member;  the  bylaws of  Pro-Fac
provide that such notices may contain such terms and  conditions as the Board of
Directors deems appropriate, but the allocation must be made within 8-1/2 months
following the end of the fiscal year.  Each member must also consent to take his
entire  allocation  of  qualified  retains  into income for tax  purposes at its
stated dollar  amount,  and Pro-Fac must pay in cash at least 20 percent of each
member's  share  of  such  proceeds.  Retains  as  to  which  Pro-Fac  issues  a
non-qualified  written notice of allocation are excluded from these  provisions.
The earnings  retained by Pro-Fac in this fashion are discussed more fully under
"Description of Pro-Fac Securities."

The  bylaws  of  Pro-Fac,  which are  incorporated  into the  General  Marketing
Agreement,  require Pro-Fac  annually to pay or account to its members for their
crops, on a cooperative  basis, in cash and through such  allocations of retains
as the Board of Directors  may  determine.  Over the past four out of five years
Pro-Fac has paid to its members the full CMV of all of their  products  marketed
through  Pro-Fac.  The  patronage  proceeds of Pro-Fac  above CMV in those years

<PAGE>
have,  after payment of dividends on capital stock,  partly been paid in cash to
members and partly  retained by Pro-Fac and credited to an account  allocated to
each member by Pro-Fac.  In fiscal  1996,  members'  cash  payments for CMV were
reduced by 10  percent.  The  percentages  of CMV paid in cash or  allocated  to
members as retains over the last five fiscal years are as follows:

<TABLE>
                                            Fiscal Year Ended June
                                       1993   1994   1995  1996  1997
                                       ----   ----   ----  ----  ----
<CAPTION>

<S>                                   <C>    <C>    <C>    <C>    <C>  
Paid in cash                          101.8% 105.3% 102.6% 90.0%  101.7
Allocated as qualified retains          7.0   21.0   10.6   0.0     5.2
Allocated as non-qualified retains      1.0    2.9    0.5   0.0     0.0
                                      -----  -----  -----  ----  ------
    Total                             109.8% 129.2% 113.7% 90.0%  106.9%
                                      =====  =====  =====  ====   =====
</TABLE>
Timing of Payments  for Crops:  Curtice  Burns is  obligated  to pay Pro-Fac the
purchase  price for crops sold  under the  Marketing  Agreement  at such time or
times as may be necessary  to permit  Pro-Fac to make  required  payments to its
members.  The actual CMV of a crop cannot  ordinarily be  determined  until well
after the harvest,  so initial  payments are based upon  estimated CMV, which is
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.

As soon as payments  for  particular  crops are  received  from  Curtice  Burns,
Pro-Fac pays the funds  received over to the members who delivered  those crops.
Thus, with minor  variations,  the purchase price is then paid by Pro-Fac to the
members in accordance with a long-established  schedule,  as follows: 50 percent
of estimated CMV is paid not later than 30 days after  completion of delivery of
a particular  crop,  and another 25 percent of estimated or  established  CMV is
paid not later than 120 days after the average  date of final  delivery for each
crop.  The  balance  of CMV is paid  not  later  than  July 15 of the  following
calendar year. 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 the fiscal year.

For example,  a member of Pro-Fac who  delivered  crops with a CMV of $10,000 to
Pro-Fac for marketing on August 1, 1996 was paid or allocated a total of $10,170
for those  crops.  Of this amount,  he was paid  $10,000  (CMV) in cash in three
installments  based on the following  schedule of payments  from Curtice  Burns:
$5,000 by August 30, 1996,  $2,500 by November 30, 1996  (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, 1997. In addition,  as soon as the necessary
computations could be made, but before March 15, 1998 (8-1/2 months after fiscal
year end) and final  payment was  received  from Curtice  Burns,  he was paid an
additional $170 (25 percent of the $690 earned over CMV, excluding non-qualified
retains,  if any) in cash,  while $520 (the remaining 75 percent of the earnings
over CMV, excluding  non-qualified  retains, of which there were none for fiscal
1997) was retained by Pro-Fac and allocated to his account as qualified retains.
See "Description of Pro-Fac Securities."

Harvest  Time  Advance:   Recognizing  the  costs  involved  in  harvesting  and
delivering  a crop,  Pro-Fac has adopted a policy of offering  harvest time cash
advances  to members.  The terms and  conditions  governing  such  advances  are
specified in the annual crop agreements.  Payment of the harvest time advance is
usually  made  approximately  one week after  delivery of a crop,  and the total
amount of the advance may not exceed 50 percent of  estimated  CMV.  The harvest
time  advance is repaid by  deducting  the amount of the advance  from the first
payment due the member for the crop.

Single  Pool:  Under the  General  Marketing  Agreement,  Pro-Fac is required to
account for its earnings under what is generally  referred to as the single pool
concept,  in part because that portion of the purchase  price for crops received
from  Curtice  Burns which is in excess of CMV is not  allocated  to  individual
Pro-Fac crops,  but rather is a single payment based on the  profitability  of a
variety of products. Under the single pool system, a determination is made as to
the  earnings of all crops in the  aggregate.  In the above  example,  the total
purchase  price for crops paid or allocated to the  hypothetical  member was 6.9
percent over the CMV of the crops which he delivered to Pro-Fac.  The payment to
him of  $10,000  in cash  was  based  upon  the CMV of the  particular  crops he
delivered,  but the 6.9 percent  earned above that was based upon the  aggregate
earnings of all Pro-Fac crops delivered in fiscal 1997 (1996  Production  Year),
computed in a single pool. The prices paid to members of Pro-Fac for their crops
are  therefore  related  both to the CMV of  those  crops  and to the  aggregate
profitability of all Pro-Fac crops determined under the single pool concept.

Certain Tax Matters:  In January 1995,  the Boards of Directors of Curtice Burns
and Pro-Fac  approved  appropriate  amendments to the Bylaws of Curtice Burns 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 tax  status  would  have no effect on  Pro-Fac's  ongoing  treatment  as a
cooperative under Subchapter T of the Internal Revenue Code of 1986.

<PAGE>
From time to time  various  proposals  have been  made and bills  introduced  in
Congress  which  would  have the effect of  modifying  or even  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 the federal  income tax liability of Pro-Fac or its
members.

                        DESCRIPTION OF PRO-FAC SECURITIES

COMMON STOCK, PAR VALUE $5 -

Dividend Rights: After all required dividends have been declared and paid to the
holders of preferred stock, dividends may be declared and paid to the holders of
common  stock.  Under  present law,  dividends on common stock may not exceed 12
percent  of  par  value  per  annum.   Persons  who  purchase  common  stock  in
installments  are entitled to receive  dividends  only on those shares of common
stock which have been issued to them.

Voting Rights:  The holders of common stock are members of Pro-Fac.  Each member
has one vote,  regardless of the number of shares held. The  one-vote-per-member
rule is subject to certain limitations where, for estate planning,  tax planning
or other reasons,  more than one member is part of the same farm operation.  The
certificate of  incorporation of Pro-Fac provides that, when two or more holders
of common stock join in an agricultural  venture,  the Board of Directors in its
discretion shall determine  whether the venture is a single enterprise for which
the  participating  holders  shall have a single  vote or a multiple  enterprise
entitling the holders to more than one vote.

Liquidation  Rights:  Upon  dissolution  or other  termination of Pro-Fac or its
business,  after  the  payment  of  all  debts,  all  outstanding  retains  (see
"Retains,"  below)  are to be  retired  in full,  on a  pro-rata  basis  without
priority,  before any  liquidating  dividends are declared on or with respect to
capital stock.

After payment to holders of all outstanding retains,  holders of preferred stock
are entitled to receive,  out of the funds then remaining,  the full liquidation
preference  of their stock,  together  with the amount of such  dividends as may
have been declared but remain unpaid.  After payment to the holders of preferred
stock,  holders of common stock are  entitled to receive the par value  thereof,
together with the amount of such  dividends as may have been declared but remain
unpaid.

To summarize,  the order of priority upon  distribution of assets in dissolution
is as follows:

     1.    First to creditors;

     2.    Then to redeem outstanding retains at full face value.

     3.    Then to redeem preferred stock at liquidation value;

     4.    Then to redeem common stock at par;

     5.    With the remainder distributed proportionately to the members to whom
           retains have been allocated during the preceding five fiscal years.

Preemptive Rights:  Holders of common stock have no preemptive rights.

Conversion  Rights:  Common stock is not convertible  into any other security of
Pro-Fac.

Redemption  Provisions:  If a member  ceases to be a  producer  of  agricultural
products  marketed through Pro-Fac,  he must dispose of his common stock. If the
member follows the proper  termination  procedure and gives the required notice,
Pro-Fac will ordinarily purchase his stock at par value. The same procedure will
ordinarily  apply when a member is expelled from the  Cooperative or reduces his
production of a particular  crop, in which cases all or part of his common stock
must be disposed of. Should Pro-Fac  discontinue a crop,  producers of that crop
will be required to dispose of their  related  common  stock  investments.  Upon
notice from the  Cooperative,  members  must sell such stock to Pro-Fac for cash
equal to its par value.

Liability to Further  Assessment:  Shares of Pro-Fac common stock are subject to
no 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:  Pro-Fac functions as its own transfer agent.

Transferability:  Pro-Fac common stock is issued only to growers of agricultural
products  marketed  through Pro-Fac (or to associations of such growers) and may
be  transferred  only  to  another  grower  who  meets  Pro-Fac   standards  for
membership.  A member who wishes to sell his common  stock must notify  Pro-Fac,
which then advises the member of the price another  qualified grower  acceptable
to Pro-Fac is
<PAGE>
                                                                 10

willing to pay for the stock.  Such  prices  vary  widely by  commodity  and the
region in which the crop associated  with the common stock is to be grown.  Such
sales  are  often at a price  exceeding  the $5 par value at which the stock was
originally  issued.  Historically,  there has  usually  been a demand for common
stock offered for sale by members.  However,  should there be no qualified buyer
for the common stock  offered for sale,  then Pro-Fac is obligated to repurchase
the common stock at its $5 par value.

PREFERRED STOCK -

On January 28, 1995,  the members of Pro-Fac  approved an amendment to Pro Fac's
Certificate  of  Incorporation  to authorize  the issuance of an  additional  50
million shares of preferred stock,  divided into five classes (Classes A through
E) of 10 million shares each. As a result of the amendment,  the Board continues
to be authorized  to issue up to 5 million  shares of  Non-Cumulative  Preferred
Stock and is authorized to issue up to 50 million shares of new preferred  stock
at such times,  for such purposes,  on such terms and for such  consideration as
the Board may determine, without further action of the members.

The Board is authorized  to provide for the issuance,  from time to time, of any
such new preferred stock in one or more designated  series, and to fix the terms
of each such  designated  series of  shares.  In  establishing  the terms of the
series of new  preferred  stock,  the Board is  authorized  to set,  among other
things,  the number of shares,  the dividend rate and  preferences,  the form or
method of payment of  dividends,  the  cumulative  or  non-cumulative  nature of
dividends,  redemption  provisions (if any),  including any mandatory  scheduled
redemptions, the right (if any) to convert or exchange such preferred shares for
other  securities,  voting  rights (if any),  in  addition  to any  required  by
applicable law, and the amounts payable,  and  preferences,  in the event of the
voluntary or involuntary  liquidation  of Pro-Fac.  Each series of new preferred
stock will,  in respect of dividends and  liquidation,  rank senior to Pro-Fac's
common stock,  par value $5.00 per share (the "Common  Stock"),  and on a parity
with or junior to the Non-Cumulative Preferred Stock, as determined by the Board
at the time of issuance of such  series.  Within any class of the new  preferred
stock, each series will rank on a parity with each other series in that class as
to dividends and liquidation.

In June 1995,  the Board  approved  the  creation  of a new series of  preferred
stock,  to be  designated  Class B,  Series  1 10%  Cumulative  Preferred  Stock
("Series 1 Preferred Stock"),  for issuance to employees of the Company pursuant
to an employee  stock purchase  plan.  Pursuant to the plan,  shares of Series 1
Preferred  Stock are being  offered to  employees  of the Company for a purchase
price of $10.00 per share.  Holders of Series 1 Preferred  Stock are entitled to
receive, when, as and if declared by the Board,  cumulative cash dividends at an
annual rate of $1.00 per share.  Pro-Fac plans to offer to repurchase at least 5
percent of the outstanding shares of Class B Stock annually.

In August 1995, in connection  with the Exchange  Offer,  the Board approved the
creation  of the  Cumulative  Preferred  Stock as an  additional  new  series of
preferred  stock.  See "Summary of  Prospectus - Pro-Fac  Securities - Preferred
Stock."

Ranking:  The  Cumulative  Preferred  Stock  ranks  as  to  dividends  and  upon
liquidation,  dissolution  and  winding up on a parity  with the  Non-Cumulative
Preferred  Stock,  the Series 1 Preferred Stock, and any other series of Class A
Preferred  Stock or Class B  Preferred  Stock  ("Class  A or B Series  Preferred
Stock") of Pro-Fac,  and ranks as to dividends or upon liquidation,  dissolution
or winding  up, or both,  on a parity  with any other class or series of capital
stock that  expressly  provides  that it ranks on a parity  with the  Cumulative
Preferred Stock with respect to dividends or upon  liquidation,  dissolution and
winding up, as the case may be  (collectively,  "Parity Dividend  Securities" or
"Parity Liquidation  Securities").  The Cumulative  Preferred Stock ranks senior
with respect to dividends and upon  liquidation,  dissolution  and winding up to
the Common  Stock and any other  capital  stock  (other than the  Non-Cumulative
Preferred  Stock,  Series 1  Preferred  Stock and Class A or B Series  Preferred
Stock) that does not, by its terms, expressly provide that it is senior to or on
a parity with the Cumulative  Preferred  Stock with respect to dividends or upon
liquidation,  dissolution  and  winding  up,  as the case may be  (collectively,
"Junior Dividend Securities" or "Junior Liquidation Securities").

Dividends:  Holders of shares of  Cumulative  Preferred  Stock are  entitled  to
receive, when, as and if declared by the Board, out of assets of Pro-Fac legally
available therefor, cumulative cash dividends at a quarterly rate equal to $0.43
per  share  (or an  annual  rate  of  approximately  6.88%  of  the  liquidation
preference of $25.00 per share). Dividends on the Cumulative Preferred Stock are
payable  quarterly in arrears on each April 30, July 31, October 31, and January
31 of each  year.  Each such  dividend  is  payable to holders of record as they
appear on the stock  records of Pro-Fac at the close of  business  on each April
15, July 15, October 15, and January 15 preceding such dividend payment date, or
such other  record  dates as selected  by the Board,  which are not more than 50
days prior to such payment  date.  Dividends are  cumulative  from each dividend
payment date,  whether or not in any dividend period or periods there are assets
of Pro-Fac legally available for the payment of such dividends.

Accumulations  of dividends on shares of Cumulative  Preferred Stock do not bear
interest.  Dividends  payable on the Cumulative  Preferred  Stock for any period
greater or less than a full dividend period are computed on the basis of 360-day
year consisting of twelve 30-day months.
<PAGE>
                                                                 11


Dividends on the  Non-Cumulative  Preferred Stock are not in a fixed amount, but
instead are at such rate (not less than 6% per annum) as the Board of  Directors
may  determine  (as and when  declared by the Board of Directors  out of legally
available  funds).  Although  the Board of  Directors  has in the past  declared
dividends based on Pro-Fac's cost of funds,  the dividend for fiscal 1996 was at
an annual rate of 6 percent,  and Pro-Fac  expects that future  dividends on the
Non-Cumulative  Preferred  Stock will not exceed the minimum  rate of 6 percent.
Dividends on the Non-Cumulative Preferred Stock are not cumulative.

As  described  under  "Ranking"  above,  the  Cumulative  Preferred  Stock,  the
Non-Cumulative  Preferred Stock and the Series 1 Preferred  Stock,  Class A, are
all Parity Dividend  Securities.  To declare and pay full dividends for a period
with respect to any of the Parity Dividend Securities,  Pro-Fac must declare and
pay full dividends for the applicable period on all Parity Dividend  Securities.
To declare and pay less than full  dividends for a period with respect to any of
the Parity Dividend Securities,  Pro-Fac must declare and pay pro rata dividends
on all  Parity  Dividend  Securities.  In  calculating  the pro  rata  share  of
dividends  to be paid with  respect to each  class of  preferred  stock,  unpaid
dividends  for prior  periods  are  considered  only with  respect to classes of
preferred stock with cumulative dividends.

Pro-Fac may not declare,  pay or set apart for payment any dividend  (other than
certain stock  dividends) on any of the Junior  Dividend  Securities or make any
distribution  in  respect  thereof  unless  full  cumulative  dividends  on  the
Cumulative  Preferred  Stock,  the Series 1 Preferred  Stock,  and Class A and B
Series  Preferred  Stock  have been or are  contemporaneously  declared  and the
corresponding  portion of the  current  annual  dividend  on the  Non-Cumulative
Preferred Stock is declared as described in the preceding paragraph.

Pro-Fac is also subject to certain limitations on payment of dividends under the
terms of its financing agreements.

Preemptive Rights:  The holders of the Cumulative  Preferred Stock will not have
any preemptive rights.

Redemption:  Pro-Fac has the right, at any time and from time to time, to redeem
the Cumulative  Preferred Stock, in whole or in part, at the redemption price of
$25.00 per share,  plus, in each case,  all dividends  accrued and unpaid on the
Cumulative  Preferred  Stock up to the date fixed for  redemption,  upon  giving
notice  at  least  30 but not  more  than 60 days  before  the  date  fixed  for
redemption.  If fewer than all of the outstanding shares of Cumulative Preferred
Stock are to be redeemed, the shares to be so redeemed will be selected pro rata
or by lot,  except that  Pro-Fac  reserves  the right to first redeem all of the
shares held by any holder of a number not to exceed 100.

From and after the redemption date (except to the extent Pro-Fac defaults in the
payment of the  redemption  price),  all  dividends on the shares of  Cumulative
Preferred Stock  designated for redemption will cease to accrue,  and all rights
of the holders thereof as  stockholders of Pro-Fac,  except the right to receive
the redemption price thereof, will cease and terminate.

The  Cumulative  Preferred  Stock is not  subject to any  sinking  fund or other
binding  obligation  of  Pro-Fac to redeem or retire  the  Cumulative  Preferred
Stock.  Unless  redeemed by Pro-Fac,  the Cumulative  Preferred  Stock will have
perpetual maturity.

During a  limited  period  between  1984 and  1993,  Pro-Fac  repurchased  small
portions  of  the  Non-Cumulative  Preferred  Stock  at  its  par  value.  Those
repurchases  were at the sole discretion of Pro-Fac.  Pro-Fac has not offered to
repurchase any  Non-Cumulative  Preferred Stock since its fiscal year ended 1993
and has no intention to do so in the near future.  Pro-Fac also is restricted in
its ability to redeem  shares of its capital  stock under the various  financing
obligations entered into to finance the Acquisition.

Restriction on Certain Stock Acquisitions:  Pro-Fac may not purchase,  redeem or
otherwise acquire for consideration  (other than in a repurchase of Common Stock
of  a   departing   member   pursuant   to   Pro-Fac's   Bylaws  or  in  certain
recapitalizations,  exchanges or refinancings)  any Cumulative  Preferred Stock,
Parity Dividend  Securities  (including the Non-Cumulative  Preferred Stock, the
Series 1 Preferred  Stock,  and Class A and B Series  Preferred  Stock),  Parity
Liquidation  Securities,   Junior  Dividend  Securities  or  Junior  Liquidation
Securities unless full cumulative  dividends on the Cumulative  Preferred Stock,
the Series 1 Preferred  Stock, and the Class A and B Series Preferred Stock have
been or are  contemporaneously  declared  and the  corresponding  portion of the
current annual  dividend on the  Non-Cumulative  Preferred  Stock is declared as
described above.

Liquidation: After payment to holders of all outstanding retains, the holders of
the Cumulative  Preferred Stock will be entitled to receive, in the event of any
voluntary  or  involuntary  liquidation,  dissolution  or winding up of Pro-Fac,
$25.00 per share plus an amount equal to all dividends (whether or not earned or
declared)  accrued and unpaid thereon to the date of final  distribution to such
holders. Until the holders of the Cumulative Preferred Stock have been paid such
liquidation preference in full, no payment or other distribution will be made on
any Junior Liquidation  Securities upon the liquidation,  dissolution or winding
up of  Pro-Fac.  If  amounts  available  after the  payment  to  holders  of all
outstanding  retains are insufficient to pay, in full, the liquidation  value of
<PAGE>
the Cumulative  Preferred Stock, the liquidation value of the Series 1 Preferred
Stock,  the  liquidation  value of the  Non-Cumulative  Preferred  Stock and the
liquidation  value  (including  accumulated  dividends)  of any other  shares of
Parity Liquidation Securities issued and outstanding, payments to holders of the
Cumulative  Preferred  Stock,  the Series 1 Preferred  Stock,  the Class A and B
Series  Preferred  Stock,  the  Non-Cumulative  Preferred  Stock and such Parity
Liquidation Securities will be made pro-rata.  Neither a consolidation or merger
of  Pro-Fac  nor a  sale,  lease  or  transfer  of all or  substantially  all of
Pro-Fac's  assets will be considered a  liquidation,  dissolution or winding up,
voluntary or involuntary, of Pro-Fac.

Voting:  Except as required by law, holders of Cumulative Preferred Stock do not
have any voting  rights with  respect to their  shares of  Cumulative  Preferred
Stock.

Transferability;  Trading  Market:  Shares  of  Cumulative  Preferred  Stock and
Non-Cumulative Preferred Stock are freely transferable. The Cumulative Preferred
Stock is traded on the NASDAQ  National  Market  System.  The trading  symbol is
PFACP. There is no active trading market for the Non-Cumulative Preferred Stock.

Pro-Fac  maintains  an  ongoing  exchange  program  to  allow  the  exchange  of
Non-Cumulative   Preferred   Stock   for   Cumulative   Preferred   Stock  on  a
share-for-share basis. A "blackout" period, however, exists between the dividend
qualifying date for the Non-Cumulative Preferred Stock and October 16 each year.
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 Cumulative Preferred Stock.

According to NASDAQ's published guidelines, the Cumulative Preferred Stock would
not meet the criteria for  continued  inclusion  in the NASDAQ  National  Market
System if, among other things,  the number of publicly held shares of Cumulative
Preferred  Stock  (excluding  Cumulative  Preferred  Stock held by  officers  or
directors or their immediate  family and excluding  concentrated  holdings of 10
percent  or more) was less  than  200,000,  the  aggregate  market  value of the
publicly held Cumulative  Preferred Stock was less than $2 million or there were
fewer  than two market  makers  for the  Cumulative  Preferred  Stock.  If these
standards  were  not met,  quotations  might  continue  to be  published  in the
over-the-counter  "additional  list" or one of the "local lists" unless,  as set
forth in NASDAQ's published  guidelines,  the number of publicly-held  shares of
Cumulative  Preferred  Stock  (excluding  shares held by officers,  directors or
their immediate  family and  concentrated  holdings of 10 percent or more of the
Shares) were less than 100,000,  there were fewer than 300 holders in total,  or
there were not at least one market maker for the Cumulative  Preferred Stock. If
the  shares of  Cumulative  Preferred  Stock are no longer  eligible  for NASDAQ
quotation, quotations might still be available from other sources.

Because it is  included  in the NASDAQ  National  Market  System,  shares of the
Cumulative  Preferred Stock constitute "margin securities" under the regulations
of the Board of Governors of the Federal  Reserve  System (the "Federal  Reserve
Board"), which has the effect, among other things, of allowing brokers to extend
credit  on the  collateral  of the  Cumulative  Preferred  Stock.  If no  longer
included or reported in market quotations,  the Cumulative Preferred Stock would
no longer constitute "margin securities" for the purposes of the Federal Reserve
Board's margin regulations and, therefore, could no longer be used as collateral
for loans made by brokers.

Transfer Agent: The transfer agent,  dividend agent and redemption agent for the
shares of Cumulative Preferred Stock is Harris Trust Company.

RETAINS -

Annual Allocation: Retains, if any, must be allocated to the accounts of members
within 8-1/2 months of the close of the fiscal year.  The fiscal year of Pro-Fac
ends on the last Saturday of June; it has been and continues to be the policy of
Pro-Fac to make the  allocation of the retains on or about  September 15 of each
year.  Each member is  typically  advised of the  allocation  of  qualified  and
non-qualified  retains to his account by means of an investment summary which is
mailed to him each year about  September  15. There was no allocation of retains
for fiscal 1996.

Qualified  Retains  Mature  into  Preferred  Stock:  Qualified  retains  bear no
interest,  but five years after  issuance they  generally  mature into preferred
stock at the  liquidity  preference  of $25 per share at the  discretion  of the
Board of  Directors.  One share of  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.  Qualified  retains are now created in  multiples  of $25 to
avoid the necessity of paying fractional  amounts in cash.  Retains issued prior
to fiscal 1996 will convert into Class a Cumulative  Preferred  Stock unless the
holder specifically requests  Non-Cumulative  Preferred Stock. In the future, it
is the  intention  of the Board of Directors  that retains  maturing or redeemed
will be converted into or redeemed using Class A Cumulative Preferred Stock.

Redemption of Non-Qualified Retains: It is the present intention of the Board of
Directors that non-qualified  retains will be redeemed,  through partial payment
in cash and the issuance of Cumulative Preferred Stock, approximately five years
after their issuance.
<PAGE>
Methods of Allocation of Retains: The bylaws of Pro-Fac provide that the written
notice of  allocation  of retains may contain such terms and  conditions  as the
Board  of  Directors  may  deem  appropriate.  Pro-Fac  does  not  issue  actual
certificates  to  represent  retains,  but  rather  issues  periodic  investment
summaries showing the allocation of qualified and non-qualified  retains to each
member.

Adjustment  of  Amount  of  Non-Qualified  Retains:  It  is  possible  that  the
allocation of proceeds made immediately following the close of a fiscal year may
not be final and may  require  modification  because of some event  which  could
occur  after  the  close of the  fiscal  year.  Should  such an event  require a
reduction in the proceeds paid or allocated to members in a previous  year,  the
Board of Directors may in its discretion  reduce the amount of the non-qualified
retains allocated to the accounts of those members for the year in question.

Transferability  of Retains;  Absence of Market:  Non-qualified  retains are not
transferable,  except to the heirs or personal representative of a member in the
event of the member's death. Qualified retains are freely transferable. Although
there were,  for several years  preceding the  Acquisition,  two  broker-dealers
making a market in Pro-Fac qualified  retains,  no such market currently exists,
and  there  can be no  assurance  that any such  market  will be  reestablished.
Historically,  sales of qualified retains have been at prices substantially less
than  the  face  amount.   If  a  market  for  Pro-Fac   qualified   retains  is
reestablished, the increased leverage of Pro-Fac as a result of the Acquisition,
and the limits on Pro-Fac's ability to repurchase preferred stock resulting from
the New Credit Agreement and the Indenture, are likely to decrease the prices at
which Pro-Fac qualified retains are traded.

Liquidation  Rights:  All  retains  are junior and  subordinate  to all debts of
Pro-Fac.  The  liquidation  rights of the holders of retains are described under
"Description  of Pro-Fac  Securities - Common Stock , Par Value $5 - Liquidation
Rights" above.

                RESTRICTIONS ON DIVIDENDS AND OTHER DISTRIBUTIONS
                            TO MEMBERS AND INVESTORS

The Pro-Fac Bank Guarantee  places aggregate dollar limits on the amount Pro-Fac
may pay as dividends, stock repurchases or similar distributions to shareholders
each fiscal year. The Pro-Fac Bank Guarantee also includes  financial  covenants
with respect to working capital,  minimum tangible net worth,  long term debt to
equity ratio,  total net worth,  and cash flow coverage that may limit Pro-Fac's
ability to pay dividends on its common and  preferred  stock.  Further,  because
Curtice Burns and the Bank are the principal  sources of cash used by Pro-Fac to
pay dividends,  the restrictions on payments from Curtice Burns to (as described
in the Pro-Fac Annual Report on Form 10-K) may also limit  Pro-Fac's  ability to
pay dividends on its common and preferred stock.

                           CERTIFICATES FOR SECURITIES

Except  with  respect  to  its  Class  A  Cumulative  Preferred  Stock,  Pro-Fac
ordinarily does not issue certificates  representing shares of either its common
or preferred  stock or its members'  interests in retains,  except upon specific
request.  In lieu of  certificates,  Pro-Fac  distributes to its members and its
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  the  securities  of  Pro-Fac  (common  stock,
Non-Cumulative  Preferred  Stock and  retains)  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
the Cooperative.

                                     EXPERTS

The financial statements, incorporated by reference to the Annual Report on Form
10-K for the year ended June 28, 1997,  have been so incorporated in reliance on
the  report  of Price  Waterhouse  LLP,  independent  accountants,  given on the
authority of said firm as experts in auditing and accounting.
<PAGE>

                                                                 16

                                                                 14
                                     PART II

                     Information Not Required in Prospectus

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The expenses in connection with the issuance and  distribution of the securities
being registered are as follows:
<TABLE>

<S>                                                   <C>        
 Filing fee for Registration Statement                 $ 1,212.13
 Legal fees and expenses                                20,000.00*
 Accounting fees and expenses                            5,000.00*
 Blue sky fees and expenses                             10,000.00*
 Taxes                                                     None
 Transfer agents' fees                                     None
 Printing and engraving                                  30,00.00
 Miscellaneous                                           1,000.00
                                                       ----------
   Total                                               $40,212.13
<FN>
 *Estimated
</FN>
</TABLE>
ITEM 14.      INDEMNIFICATION OF DIRECTORS AND OFFICERS

Sections  721 through 727 of the New York  Business  Corporation  Law permit the
registrant  to indemnify its officers and directors  against  liabilities  under
certain  circumstances.  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. As permitted by law, the  registrant has obtained a policy of
directors and officers liability and corporation reimbursement insurance,  which
is due for renewal on August 15, 1998.

ITEM 16.      EXHIBITS

     (a) Exhibits:

                Exhibit
                Number                           Description

                 3.3(2)      Certificate of Incorporation of Curtice Burns.

                 3.4(3)      Bylaws of Curtice Burns.

                 5.0         Opinion and Consent of Harris, Beach & Wilcox, LLP.

                10.1(2)      Indenture,  dated  as  of  November  3,  1994  (the
                             "Indenture"),  among PFAC, Pro-Fac and IBJ Schroder
                             Bank  &  Trust  Company  ("IBJ"),  as  Trustee,  as
                             amended by First Supplemental  Indenture,  dated as
                             of November 3, 1994,  each with  respect to Curtice
                             Burns' 12.25 percent Senior  Subordinated Notes due
                             2005 (the "Notes").

                10.2(2)      Term Loan,  Term Loan  Facility and  Seasonal  Loan
                             Agreement,  dated as of  November  3,  1994,  among
                             Springfield  Bank for  Cooperatives  (the  "Bank"),
                             Curtice Burns and PFAC.

                10.3(2)      Parent  Guaranty,  dated as of November 3, 1994, by
                             Pro-Fac in favor of the Bank.

                10.4(2)      Parent Security  Agreement,  dated as of November
                             3, 1994 between Pro-Fac and the Bank.

                10.5(2)      Mortgage,  Open End Mortgage,  Deed of Trust, Trust
                             Deed, Deed to Secure Debt, Purchase Money Mortgage,
                             Assignment,   Security   Agreement   and  Financing
                             Statement   dated  November  3,  1994  among  PFAC,
                             Curtice Burns and the Bank.
<PAGE>
                                                                 15
(a)  EXHIBITS (Continued):

                Exhibit
                Number                          Description

                10.6(2)      Marketing and Facilitation  Agreement, dated as of
                             November 3, 1994, between Pro-Fac and Curtice Burns

                10.7(2)      Management Incentive Plan, as amended.

                10.8(2)      Supplemental Executive Retirement Plan, as amended.

                10.10(2)     Master Salaried Retirement Plan, as amended.

                10.11(2)     Non-Qualified Profit Sharing Plan, as amended.

                10.12(2)     Excess Benefit Retirement Plan.

                10.13(5)     Salary Continuation Agreement - Dennis M. Mullen.

                10.14(1)     Modification  A of Term Loan,  Term Loan  Facility,
                             and Seasonal  Loan  Agreement,  dated as of January
                             26, 1995, between Curtice Burns and the Bank.

                10.15(1)     Second  Amendment to Non-Qualified Profit Sharing
                             Plan.

                10.16(3)     Modifications   B  -  D  of   Term   Loan,   Term
                             Loan Facility, and Seasonal Loan Agreement Between
                             Curtice Burns and the Bank.

                10.17(4)     Modifications E - F of Term Loan, Term Loan 
                             Facility, and Seasonal Loan Agreement Between
                             Curtice Burns and the Bank.

                10.18(4)     Equity Value Plan Adopted on June 24, 1996.

                10.19(4)     Seasonal Loan Agreement Between Pro-Fac and the
                             Bank Dated June 28, 1996.

                10.20(5)     Modifications G - K of Term Loan, Term Loan 
                             Facility, and Seasonal Loan Agreement Between 
                             Curtice Burns and Bank.

                10.21(5)     OnSite Services Agreement with Systems & Computer
                             Technology.

                10.22(5)     New Product Supply Agreement with Seneca Foods
                             Corporation.

                10.23(5)     Reciprocal Co-Pack Agreement with Seneca  Foods
                             Corporation.

                12            Computation of Ratio of Earnings to Fixed Charges
                             and Preferred Dividends

                23.1          Consent of Independent Accountants

                23.2          Consent of Independent Accountants

                23.3          Consent of Independent Accountants

(1)  Incorporated by reference from Registration Statement No. 33-60273.

(2)  Incorporated  by reference from  Registration  Statement No.  33-56517,  as
     amended.

(3)  Incorporated by reference from the Registrant's  1995 Annual Report on Form
     10-K.

(4)  Incorporated by reference from the Registrant's  1996 Annual Report on Form
     10-K.

(5)  Incorporated by reference from the Registrant's  1997 Annual Report on Form
     10-K.

<PAGE>

                                                                 16

ITEM 17.      UNDERTAKINGS

     1.  The 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 event arising
                         after the effective date of this registration statement
                         (or the most recent  post-effective  amendment  hereof)
                         which,  individually  or in the aggregate,  represent a
                         fundamental change in the information set forth in this
                         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 the  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.

              (4) Insofar as indemnification  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   Securities   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 be
                  governed by the final adjudication of such issue.



<PAGE>



                                                                 17

                                   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
of 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 the 21st day of
August, 1997.


                                             PRO-FAC COOPERATIVE, INC.



                                      BY:   /s/    Earl L. Powers
                                            Vice President Finance and
                                                Assistant Treasurer

                                POWER OF ATTORNEY


              KNOW ALL MEN BY THESE  PRESENTS,  that each person whose signature
appears below  constitutes  and appoints  Stephen R. Wright,  Earl L. Powers and
Thomas R. Kalchik, and each of them, his true and lawful  attorneys-in-fact  and
agents, 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 to file
the  same,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform  each and every act and thing  requisite  or necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and  agents  or any of them,  or their or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.


<PAGE>



                                                                 1

                                                                 18

<TABLE>
Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.

                SIGNATURE                                                        TITLE                                      DATE
<CAPTION>

<S>                                                                    <C>                                          <C> 
/s/            Bruce R. Fox                                            President and Director                       August 21, 1997
----------------------------------------------------------                                                          ---------------
           (BRUCE R. FOX)

/s/             Albert P. Fazio                                        Vice President and Director                  August 21, 1997
----------------------------------------------------------                                                          ---------------
            (ALBERT P. FAZIO)

/s/            Steven D. Koinzan                                       Treasurer and Director                       August 21, 1997
----------------------------------------------------------                                                          ---------------
            (STEVEN D. KOINZAN)

/s/            Tommy R. Croner                                         Secretary and Director                       August 21, 1997
----------------------------------------------------------                                                          ---------------
            (TOMMY R. CRONER)

/s/            Dale W. Burmeister                                      Director                                     August 21, 1997
----------------------------------------------------------                                                          ---------------
            (DALE W. BURMEISTER)

/s/            Robert V. Call, Jr.                                     Director                                     August 21, 1997
----------------------------------------------------------                                                          ---------------
            (ROBERT V. CALL, JR.)

/s/            Glen Lee Chase                                          Director                                     August 21, 1997
----------------------------------------------------------                                                          ---------------
            (GLEN LEE CHASE)

/s/            Robert DeBadts                                          Director                                     August 21, 1997
----------------------------------------------------------                                                          ---------------
            (ROBERT DEBADTS)

/s/            Kenneth A. Mattingly                                    Director                                     August 21, 1997
----------------------------------------------------------                                                          ---------------
            (KENNETH A. MATTINGLY)

/s/            Allan W. Overhiser                                      Director                                     August 21, 1997
----------------------------------------------------------                                                          ---------------
            (ALLAN W. OVERHISER)

/s/            Paul E. Roe                                             Director                                     August 21, 1997
----------------------------------------------------------                                                          ---------------
            (PAUL E. ROE)

/s/            Darrell Sarff                                           Director                                     August 21, 1997
----------------------------------------------------------                                                          ---------------
            (DARRELL SARFF)

/s/           Stephen R. Wright                                        General Manager                              August 21, 1997
----------------------------------------------------------                                                          ---------------
           (STEPHEN R. WRIGHT)                                         (Principal Executive Officer)

/s/             Earl L. Powers                                         Vice President Finance                       August 21, 1997
----------------------------------------------------------                                                          ---------------
           (EARL L. POWERS)                                            and Assistant Treasurer
                                                                       (Principal Accounting Officer)
</TABLE>