UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    Form 10-Q


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

                  For the quarterly period ended March 30, 2002

                                       OR

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

                        For the transition period from to

                         Commission File Number 0-20539

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

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

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

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

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

                                    YES X NO
                                       ---  ---

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of May 4, 2002.

                        Class A Common Stock - 2,037,803







<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM I.  FINANCIAL STATEMENTS

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

(Dollars in Thousands)
<CAPTION>
                                                                         Three Months Ended                 Nine Months Ended
                                                                  -------------------------------   -------------------------------
                                                                     March 30,        March 24,        March 30,         March 24,
                                                                       2002             2001             2002              2001
                                                                  ------------      -----------     ------------      ------------

<S>                                                                <C>               <C>             <C>               <C>
Net sales                                                          $  244,886        $  274,427      $  788,667        $  896,056
Cost of sales                                                        (190,937)         (218,102)       (618,185)         (722,473)
                                                                   ----------        ----------      ----------        ----------
Gross profit                                                           53,949            56,325         170,482           173,583
Selling, administrative, and general expense                          (31,029)          (35,609)        (94,796)          (97,528)
Restructuring                                                               0                 0          (2,622)                0
Gain from pension curtailment                                               0                 0           2,472                 0
Income from joint venture                                                 627               316           1,825             1,540
                                                                   ----------        ----------      ----------        ----------
Operating income                                                       23,547            21,032          77,361            77,595
Interest expense                                                      (15,951)          (20,853)        (51,643)          (64,794)
                                                                   ----------        ----------      ----------        ----------
Income before taxes, dividends, and allocation of net proceeds          7,596               179          25,718            12,801
Tax provision                                                          (2,163)             (720)         (7,707)           (4,884)
                                                                   ----------        ----------      ----------        ----------
Net income/(loss)                                                  $    5,433        $     (541)     $   18,011        $    7,917
                                                                   ==========        ==========      ==========        ==========

Allocation of net proceeds:
   Net income/(loss)                                               $    5,433        $     (541)     $   18,011        $    7,917
   Dividends on common and preferred stock                             (1,951)           (1,945)         (6,406)           (6,155)
                                                                   ----------        ----------      ----------        ----------
   Net proceeds/(deficit)                                               3,482            (2,486)         11,605             1,762
   Allocation (to)/from earned surplus                                 (1,633)            2,486          (5,153)           (1,520)
                                                                   ----------        ----------      ----------        ----------
   Net proceeds available to members                               $    1,849        $        0      $    6,452        $      242
                                                                   ==========        ==========      ==========        ==========

Net proceeds available to members:
   Estimated cash payment                                          $      462        $        0      $    1,613        $       61
   Qualified retains                                                    1,387                 0           4,839               181
                                                                   ----------        ----------      ----------        ----------
   Net proceeds available to members                               $    1,849        $        0      $    6,452        $      242
                                                                   ==========        ==========      ==========        ==========

Net income/(loss)                                                  $    5,433        $     (541)         18,011        $    7,917
Other comprehensive income:
   Unrealized loss on hedging activity                                    (16)           (1,068)           (390)             (178)
                                                                   ----------        ----------      ----------        ----------
Comprehensive income/(loss)                                        $    5,417        $   (1,609)     $   17,621        $    7,739
                                                                   ==========        ==========      ==========        ==========



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


<TABLE>
Pro-Fac Cooperative, Inc. and Consolidated Subsidiary - Agrilink Foods, Inc.
Consolidated Balance Sheets
<CAPTION>
(Dollars in Thousands)                                        ASSETS                    March 30,        June 30,         March 24,
                                                                                           2002            2001             2001
                                                                                        ----------      ----------     -----------
                                                                                        (Unaudited)                     (Unaudited)
<S>                                                <C>          <C>           <C>       <C>             <C>            <C>
Current assets:
   Cash and cash equivalents                                                            $    7,638      $    7,656     $    6,571
   Accounts receivable, trade, net                                                          80,877          85,543        104,018
   Accounts receivable, co-pack activity and other                                           9,008           7,949         10,616
   Income taxes refundable                                                                       0             938              0
   Inventories                                                                             337,252         313,856        347,508
   Current investment in CoBank                                                              4,452           3,998          5,233
   Prepaid manufacturing expense                                                            10,894          22,427         13,431
   Prepaid expenses and other current assets                                                17,968          19,603         16,450
   Current deferred tax asset                                                                2,202           2,202         11,657
                                                                                        ----------      ----------     ----------
            Total current assets                                                           470,291         464,172        515,484
Investment in CoBank                                                                         6,208          10,660         10,757
Investment in joint venture                                                                  9,085           8,018          8,410
Property, plant, and equipment, net                                                        295,792         305,531        308,259
Assets held for sale, at net realizable value                                                  120             120            403
Goodwill                                                                                   236,311         236,311        238,458
Intangible assets, net                                                                      11,592          12,466         12,770
Other assets                                                                                23,134          24,073         25,144
                                                                                        ----------      ----------     ----------
            Total assets                                                                $1,052,533      $1,061,351     $1,119,685
                                                                                        ==========      ==========     ==========

                                    LIABILITIES AND SHAREHOLDERS' AND MEMBERS' CAPITALIZATION
Current liabilities:
   Notes payable                                                                        $   75,400      $        0     $   78,000
   Current portion of obligations under capital leases                                         752             316            218
   Current portion of long-term debt                                                        14,934          15,599         15,596
   Accounts payable                                                                         30,696         117,931         80,951
   Income taxes payable                                                                      5,504               0            427
   Accrued interest                                                                         10,722           9,253         12,873
   Accrued employee compensation                                                             8,526          10,081          8,545
   Other accrued expenses                                                                   45,045          49,345         50,729
   Dividends payable                                                                            24              36             24
   Amounts due Class A members                                                              15,670          17,983         12,942
                                                                                        ----------      ----------     ----------
            Total current liabilities                                                      207,273         220,544        260,305
Obligations under capital leases                                                             2,895             571            520
Long-term debt                                                                             624,890         631,128        635,356
Deferred tax liabilities                                                                    26,376          26,376         32,262
Other non-current liabilities                                                               28,988          29,417         29,327
                                                                                        ----------      ----------     ----------
            Total liabilities                                                              890,422         908,036        957,770
                                                                                        ----------      ----------     ----------
Commitments and contingencies
Class B cumulative redeemable preferred stock, liquidation preference $10 per
   share; authorized - 500,000 shares, issued and
     outstanding 23,940, 23,923, and 23,664 shares, respectively                               239             239            237
Class A common stock, par value $5, authorized - 5,000,000 shares
                                                   March 30,     June 30,      March 24,
                                                     2002          2001          2001
                                                   ---------    ---------     ---------
   Shares issued                                   2,096,163    2,257,479     2,259,174
   Shares subscribed                                     751       97,243       107,783
                                                   ---------    ---------     ---------
            Total subscribed and issued            2,096,914    2,354,722     2,366,957
   Less subscriptions receivable in installments        (751)     (97,243)     (107,783)
                                                   ----------   ---------     ---------
            Total issued and outstanding           2,096,163    2,257,479     2,259,174     10,481          11,287         11,296
                                                   =========    =========     =========
Class B common stock, par value $5, authorized 2,000,000
   Shares; issued and outstanding  0, 723,229, and 723,229
     shares, respectively                                                                        0               0              0
Shareholders' and members' capitalization:
   Retained earnings allocated to members                                                   15,538          10,699         10,881
   Non-qualified allocation to members                                                           0               0              0
   Non-cumulative preferred stock, par value $25, authorized
     5,000,000 shares; issued and outstanding 31,669,
       32,308 and 32,669 shares, respectively                                                  792             808            817
   Class A cumulative preferred stock, liquidation preference
     $25 per share, authorized 10,000,000 shares; issued and
       outstanding 4,496,082, 4,495,443 and 4,495,082 shares, respectively                 112,402         112,386        112,377
   Special membership interests                                                                  0               0              0
   Earned surplus                                                                           23,004          17,851         27,010
   Accumulated other comprehensive income:
     Unrealized gain/(loss) on hedging activity                                                228             618           (178)
     Minimum pension liability adjustment                                                     (573)           (573)          (525)
                                                                                        ----------      ----------     ----------
            Total shareholders' and members' capitalization                                151,391         141,789        150,382
                                                                                       -----------      ----------     ----------
            Total liabilities and capitalization                                        $1,052,533      $1,061,351     $1,119,685
                                                                                        ==========      ==========     ==========

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


<TABLE>
Pro-Fac Cooperative, Inc. and Consolidated Subsidiary - Agrilink Foods, Inc.
Consolidated Statements of Cash Flows
<CAPTION>
(Dollars in Thousands)
(Unaudited)

                                                                                                        Nine Months Ended
                                                                                              -------------------------------------
                                                                                                 March 30,               March 24,
                                                                                                   2002                    2001
                                                                                              --------------         --------------
<S>                                                                                            <C>                    <C>
Cash flows from operating activities:
     Net income                                                                                $    18,011            $     7,917
     Estimated cash payments due to Class A members                                                 (1,613)                   (61)
     Adjustments to reconcile net income to net cash used in operating activities:
       Depreciation                                                                                 22,887                 24,146
       Amortization of goodwill and certain intangible assets                                          862                  7,414
       Amortization of debt issue costs, amendment costs, and
         discount on subordinated promissory notes                                                   4,225                  4,182
       Interest in-kind on subordinated promissory note                                                873                  1,231
       Equity in undistributed earnings of joint venture                                            (1,067)                (1,540)
       Equity in undistributed earnings of CoBank                                                        0                    (96)
     Change in assets and liabilities:
         Accounts receivable                                                                         3,607                 (8,959)
         Inventories and prepaid manufacturing expense                                             (11,863)               (45,226)
         Income taxes refundable                                                                     6,442                  6,252
         Accounts payable and other accrued expenses                                               (91,633)               (25,005)
         Amounts due Class A members                                                                (2,313)                (8,754)
         Other assets and liabilities, net                                                             740                 (1,364)
                                                                                               -----------            -----------
Net cash used in operating activities                                                              (50,842)               (39,863)
                                                                                               -----------            -----------

Cash flows from investing activities:
     Purchase of property, plant and equipment                                                     (10,537)               (20,981)
     Proceeds from disposals                                                                            52                  5,068
     Proceeds from investment in CoBank                                                              3,998                  2,926
                                                                                               -----------            -----------
Net cash used in investing activities                                                               (6,487)               (12,987)
                                                                                               -----------            -----------

Cash flows from financing activities:
     Net proceeds from issuance of short-term debt                                                  75,400                 74,400
     Payments on long-term debt                                                                     (9,072)               (12,659)
     Payments on capital lease                                                                        (111)                     0
     Cash paid in conjunction with debt amendment                                                   (1,694)                (1,707)
     Cash portion of non-qualified conversion                                                            0                    (83)
     (Repurchases)/issuance of common stock, net                                                      (806)                   631
     Cash dividends paid                                                                            (6,406)                (6,155)
                                                                                               -----------            -----------
Net cash provided by financing activities                                                           57,311                 54,427
                                                                                               -----------            -----------

Net change in cash and cash equivalents                                                                (18)                 1,577
Cash and cash equivalents at beginning of period                                                     7,656                  4,994
                                                                                               -----------            -----------
Cash and cash equivalents at end of period                                                     $     7,638            $     6,571
                                                                                               ===========            ===========

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


<PAGE>

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

NOTE 1. SUMMARY OF ACCOUNTING POLICIES

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

Basis  of  Presentation:   The  accompanying  unaudited  consolidated  financial
statements have been prepared in accordance with accounting principles generally
accepted  in the  United  States  of  America  ("GAAP")  for  interim  financial
information and with the instructions to Form 10-Q and Article 10 of Regulations
S-X.  Accordingly,  they do not include all of the information  required by GAAP
for complete financial statement presentation. In the opinion of management, all
adjustments  (consisting only of normal recurring  adjustments)  necessary for a
fair  presentation  of the results of operations  have been included.  Operating
results  for the three  months  and nine  months  ended  March 30,  2002 are not
necessarily  the results to be expected  for other  interim  periods or the full
year.  These  financial  statements  should  be read  in  conjunction  with  the
financial   statements  and   accompanying   notes   contained  in  the  Pro-Fac
Cooperative, Inc. Form 10-K for the fiscal year ended June 30, 2001.

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

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

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

In November 2001, the Financial  Accounting  Standards  Board's  Emerging Issues
Task Force ("EITF") issued EITF Issue No. 01-09,  "Accounting for  Consideration
Given by a Vendor to a Customer or a Reseller of the Vendor's  Products."  Under
this  pronouncement,  generally,  cash  consideration  is to be  classified as a
reduction  of revenue,  unless  specific  criteria  are met  regarding  goods or
services that the vendor may receive in return for this consideration.

EITF 01-09 also  codifies and  reconciles  related  guidance  issued by the EITF
regarding EITF Issue No. 00-25, "Accounting for Consideration from a Vendor to a
Retailer in Connection with the Purchase or Promotion of the Vendor's Products,"
which addressed the accounting treatment and income statement classification for
certain  sales  incentives,   including  cooperative  advertising  arrangements,
buydowns and slotting fees. Accordingly, during the third quarter and first nine
months of fiscal 2002,  promotions and slotting fees,  previously  classified as
selling,  general,  and  administrative  expense,  have been  reclassified  as a
reduction of gross sales and all other prior periods have also been reclassified
to reflect this  modification.  Total  promotions  and slotting  fees were $33.5
million  and  $36.0  million  in the  third  quarter  of  fiscal  2002 and 2001,
respectively,  and $103.4 million and $116.6 million in the first nine months of
fiscal 2002 and 2001,  respectively.  The  adoption of EITF 00-25 did not impact
the Cooperative's profitability.

EITF 01-09 also  codifies and  reconciles  related  guidance  issued by the EITF
regarding EITF Issue No. 00-14, "Accounting for Certain Sales Incentives," which
addressed the recognition,  measurement, and income statement classification for
sales incentives that a company offers to its customers. Accordingly, during the
third quarter and first nine months of fiscal 2002,  coupon expense,  previously
classified as selling, general and administrative expense, has been reclassified
as a reduction of gross sales and all prior periods have also been  reclassified
to reflect this  modification.  Coupon expense was $1.9 million and $2.8 million
in the third  quarter of fiscal 2002 and 2001,  respectively,  and $6.7 and $7.5
million  in the first nine  months of fiscal  2002 and 2001,  respectively.  The
adoption of EITF Issue 00-14 did not impact the Cooperative's profitability.

NOTE 2. ACCOUNTING FOR GOODWILL AND INTANGIBLE ASSETS

In June 2001,  the FASB  issued  SFAS No. 142,  "Goodwill  and Other  Intangible
Assets." SFAS No. 142 addresses financial  accounting and reporting for acquired
goodwill  and  other  intangible  assets,  and is  effective  for  fiscal  years
beginning  after December 15, 2001,  with early adoption  permitted for entities
with fiscal  years  beginning  after  March 15,  2001.  Effective  July 1, 2001,
Agrilink
<PAGE>

Foods adopted SFAS No. 142, which  requires that goodwill not be amortized,  but
instead be tested at least annually for impairment and expensed against earnings
when the implied fair value of a reporting  unit,  including  goodwill,  is less
than its carrying amount.

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

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

(Dollars in Thousands)

                                       March 30,     June 30,        March 24,
                                         2002          2001            2001
                                     -----------    ----------      ---------
Amortized intangibles:
   Covenants not to compete           $    2,478    $    2,478      $   2,478
   Other                                  12,000        12,000         12,000
     Less:  accumulated amortization      (2,886)       (2,012)        (1,708)
                                      ----------    ----------      ---------
   Intangible assets, net             $   11,592    $   12,466      $  12,770
                                      ==========    ==========      =========

The  aggregate  amortization  expense  associated  with  intangible  assets  was
approximately $0.3 million for the quarter ended March 30, 2002 and $0.9 million
for the nine months ended March 30, 2002. The aggregate amortization expense for
each of the five succeeding fiscal years is estimated as follows:

(Dollars in Thousands)

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

A reconciliation of reported net income adjusted to reflect the adoption of SFAS
No. 142 for the third quarter and nine months ended March 24, 2001 is provided
below:
<TABLE>

                                                        Three Months Ended               Nine Months Ended
                                                  --------------------------         -------------------------
                                                   March 30,      March 24,           March 30,      March 24,
                                                     2002           2001                2002            2001
                                                  ----------     ----------          ----------      ---------
(Dollars in Thousands)
<CAPTION>

<S>                                               <C>            <C>                  <C>           <C>
Reported net income                               $   5,433      $    (541)           $ 18,011      $   7,917
Addback:  goodwill amortization (net of taxes)            0          1,215                   0          3,651
                                                  ---------      ---------            --------      ---------
Adjusted net income                               $   5,433      $     674            $ 18,011      $  11,568
                                                  =========      =========            ========      =========
</TABLE>

NOTE 3. AGREEMENTS WITH AGRILINK FOODS

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

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

In years in which Agrilink Foods has losses on Pro-Fac Products,  Agrilink Foods
reduces  the CMV it would  otherwise  pay to Pro-Fac by up to 90 percent of such
losses,  but in no case by more than 50 percent of all pretax losses of Agrilink
Foods (before  dividing with Pro-Fac).  Additional  patronage  income is paid to
Pro-Fac for services  provided to Agrilink  Foods,  including the provision of a
long term,  stable  crop  supply,  favorable  payment  terms for crops,  and the
sharing of risks of losses of certain  operations of the business.  Earnings and
losses are  determined  at the end of the  fiscal  year,  but are  accrued on an
estimated  basis during the year.  Under the  Agreement,  Pro-Fac is required to
reinvest  at least 70 percent of the  additional  patronage  income in  Agrilink
Foods.

Amounts received by Pro-Fac from Agrilink Foods for the nine months ended March
30, 2002 and March 24, 2001 include: commercial market value of crops delivered
$70.1 million and $67.1 million, respectively. Pro-Fac's share of earnings was
$12.9 million and $6.4 million, respectively.

NOTE 4. INVENTORIES

The major classes of inventories are as follows:

(Dollars in Thousands)

                             March 30,         June 30,           March 24,
                               2002              2001               2001
                            ----------        ----------          --------

Finished goods              $  308,169        $  279,991          $ 319,431
Raw materials and supplies      29,083            33,865             28,077
                            ----------        ----------          ---------
     Total inventories      $  337,252        $  313,856          $ 347,508
                            ==========        ==========          =========

NOTE 5.       DEBT

<TABLE>
Summary of Long-Term Debt:

<CAPTION>
(Dollars in Thousands)
                                                    March 30,      June 30,       March 24,
                                                      2002           2001           2001
                                                   ----------    -----------     -----------

<S>                                                <C>           <C>             <C>
Term Loan Facility                                 $  403,500    $   411,600     $  417,000
Senior Subordinated Notes                             200,015        200,015        200,015
Subordinated Promissory Notes (net of discount)        31,829         29,660         28,460
Other                                                   4,480          5,452          5,477
                                                   ----------    -----------     ----------
     Total debt                                       639,824        646,727        650,952
Less current portion                                  (14,934)       (15,599)       (15,596)
                                                   ----------    -----------     ----------
     Total long-term debt                          $  624,890    $   631,128     $  635,356
                                                   ==========    ===========     ==========

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

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

In March 2002,  Agrilink  Foods entered into an exclusive  letter of intent with
Vestar Capital Partners related to a capital investment of $175 million,  before
fees and other expenses.  It is contemplated that the investment would be in the
form of preferred and common equity interests. The closing of the transaction is
subject to the negotiation and execution of definitive agreements, together with
other customary conditions of closing.


<PAGE>


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

NOTE 6: OPERATING SEGMENTS

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

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

The following table illustrates the Cooperative's operating segment information:

<TABLE>
(Dollars in Millions)
<CAPTION>
                                                                      Three Months Ended                   Nine Months Ended
                                                                  ------------------------------     ----------------------------
                                                                    March 30,         March 24,       March 30,         March 24,
                                                                      2002              2001            2002              2001
                                                                   ----------        ---------        ---------         ---------
<S>                                                                  <C>              <C>              <C>              <C>
Net Sales:
   Vegetables                                                        $  180.8         $   203.7        $  568.0         $   630.4
   Fruits                                                                21.2              21.8            90.8              92.2
   Snacks                                                                20.9              20.7            65.1              65.4
   Canned Meals                                                          12.7              13.2            37.0              41.1
   Other                                                                  9.3              10.1            27.8              31.1
                                                                     --------         ---------        --------         ---------
     Continuing segments                                                244.9             269.5           788.7             860.2
   Businesses closed1                                                     0.0               5.0             0.0              35.9
                                                                     --------         ---------        --------         ---------
       Total                                                         $  244.9         $   274.5        $  788.7         $   896.1
                                                                     ========         =========        ========         =========

Operating income2:
   Vegetables3                                                       $   16.9         $    16.8        $   48.6         $    48.0
   Fruits                                                                 2.5               1.2            15.4              12.6
   Snacks                                                                 1.1               0.6             4.3               4.2
   Canned Meals                                                           1.8               1.2             6.2               5.9
   Other                                                                  1.2               0.4             3.0               1.6
                                                                     --------         ---------        --------         ---------
     Continuing segments                                                 23.5              20.2            77.5              72.3
   Businesses closed1                                                     0.0               0.8             0.0               5.3
Restructuring                                                             0.0               0.0            (2.7)              0.0
Gain on pension curtailment                                               0.0               0.0             2.5               0.0
                                                                     --------         ---------        --------         ---------
Total consolidated operating income                                      23.5              21.0            77.3              77.6
Interest expense                                                        (15.9)            (20.8)          (51.6)            (64.8)
                                                                     --------         ---------        --------         ---------
Income before taxes, dividends, and allocation of net proceeds       $    7.6         $     0.2        $   25.7         $    12.8
                                                                     ========         =========        ========         =========

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

2    In  accordance  with  SFAS  No.  142,  goodwill  is  no  longer  amortized.
     Amortization  associated with the change resulting from the  implementation
     of SFAS No. 142 in the vegetable,  fruit,  snacks,  canned meals, and other
     product lines for the quarter ending March 30, 2002 was $1.7 million,  $0.1
     million,  $0.1 million, $0.1 million, and $0.2 million,  respectively,  and
     $5.1 million,  $0.1 million,  $0.3 million, $0.5 million, and $0.5 million,
     respectively for the nine months ending March 30, 2002.

3    The  Cooperative's  investment  in Great  Lakes Kraut  Company  contributed
     earnings in the vegetable product line of $0.6 million and $0.3 million for
     the three months ended March 30, 2002 and March 24, 2001, respectively, and
     $1.8  million and $1.5 million for the nine months ended March 30, 2002 and
     March 24, 2001, respectively.
</FN>
</TABLE>
<PAGE>

NOTE 7. SUBSIDIARY GUARANTORS

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

Presented below is condensed consolidating financial information for (i) Pro-Fac
Cooperative,  (ii) Agrilink  Foods,  (iii) the Subsidiary  Guarantors,  and (iv)
non-guarantor subsidiaries as of and for the quarter and nine months ended March
30, 2002 and March 24, 2001. The condensed  consolidating  financial information
has been presented to show the nature of assets held, results of operations, and
cash flow of the Cooperative and its guarantor and non-guarantor subsidiaries in
accordance with Securities and Exchange  Commission  Financial Reporting Release
No. 55.
<TABLE>

                                                                                 Balance Sheet
                                                                                March 30, 2002
                                               ------------------------------------------------------------------------------------
                                                 Pro-Fac        Agrilink     Subsidiary   Non-Guarantor  Eliminating
                                               Cooperative     Foods, Inc.   Guarantors   Subsidiaries      Entries    Consolidated
                                               ------------    -----------   ----------   -------------  ------------  ------------
(Dollars in Thousands)
<CAPTION>


<S>                                               <C>          <C>           <C>           <C>           <C>            <C>

  Cash and cash equivalents                       $       0    $    5,544    $     803     $  1,291      $        0     $    7,638
  Accounts receivable, net                                0        86,914        2,825          146               0         89,885
  Inventories -
    Finished goods                                        0       307,767          236          166               0        308,169
    Raw materials and supplies                            0        28,358          578          147               0         29,083
                                                  ---------    ----------    ---------     --------      ----------     ----------
      Total inventories                                   0       336,125          814          313               0        337,252

  Other current assets                                    0        35,126           98          292               0         35,516
                                                  ---------    ----------    ---------     --------      ----------     ----------

      Total current assets                                0       463,709        4,540        2,042               0        470,291

  Property, plant and equipment, net                      0       288,332        4,010        3,450               0        295,792
  Investment in subsidiaries                      $ 187,336       309,191            0            0        (496,527)             0
  Goodwill and other intangible assets, net               0        54,842      193,061            0               0        247,903
  Other assets                                           60        47,634      110,908            0        (120,055)        38,547
                                                  ---------    ----------    ---------     --------      ----------     ----------
      Total assets                                $ 187,396    $1,163,708    $ 312,519     $  5,492      $ (616,582)    $1,052,533
                                                  =========    ==========    =========     ========      ==========     ==========


Liabilities and Shareholders' Equity
  Notes payable                                   $       0    $   75,400    $       0     $      0      $        0     $   75,400
  Current portion of long-term debt                       0        14,934            0            0               0         14,934
  Accounts payable                                       70        29,078        1,214          334               0         30,696
  Accrued interest                                        0        10,722            0            0               0         10,722
  Intercompany loans                                      0          (734)          87          647               0              0
  Other current liabilities                          15,815        53,168        5,541          997               0         75,521
                                                 ----------    ----------    ---------     --------      ----------     ----------
      Total current liabilities                      15,885       182,568        6,842        1,978               0        207,273

  Long-term debt                                          0       624,890            0            0               0        624,890
  Other non-current liabilities                       9,400       168,914            0            0        (120,055)        58,259
                                                  ---------    ----------    ---------     --------      ----------     ----------

      Total liabilities                              25,285       976,372        6,842        1,978        (120,055)       890,422

  Class B cumulative preferred stock                    239             0            0            0               0            239
  Class A common stock                               10,481             0            0            0               0         10,481
  Shareholders' equity                              151,391       187,336      305,677        3,514        (496,527)       151,391
                                                  ---------    ----------    ---------     --------      ----------     ----------

      Total liabilities and shareholders' equity  $ 187,396    $1,163,708     $312,519     $  5,492      $ (616,582)    $1,052,533
                                                  =========    ==========     ========     ========      ==========     ==========

</TABLE>



<PAGE>
<TABLE>



                                                                              Statement of Operations
                                                                     For  the Nine Months Ended March 30, 2002
                                                  --------------------------------------------------------------------------------
                                                    Pro-Fac       Agrilink    Subsidiary  Non-Guarantor Eliminating
                                                  Cooperative    Foods, Inc.  Guarantors  Subsidiaries    Entries     Consolidated
                                                  ------------   -----------  ----------  ------------- ------------  ------------
(Dollars in Thousands)
<CAPTION>

<S>                                                <C>            <C>           <C>          <C>           <C>          <C>
Net sales                                          $      0       $ 777,270     $ 11,397     $ 14,655      $ (14,655)   $ 788,667
Cost of sales                                             0        (610,177)      (8,008)     (14,106)        14,106     (618,185)
                                                   --------       ---------      -------     --------      ---------    ---------
Gross profit                                              0         167,093        3,389          549           (549)     170,482
Selling, administrative, and general expenses            (1)       (135,194)      (2,644)           0         43,043      (94,796)
Other (expense)/income                                    0            (150)      43,043          582        (43,625)        (150)
Income from joint venture                                 0           1,825            0            0              0        1,825
                                                   --------       ---------      -------     --------      ---------    ---------
Operating (loss)/income before dividing with Pro-Fac     (1)         33,574       43,788        1,131         (1,131)      77,361
Interest (expense)/income                                 0         (59,592)       7,949            0              0      (51,643)
                                                   --------       ---------     --------     --------      ---------    ---------
Pretax (loss)/income before dividing with Pro-Fac        (1)        (26,018)      51,737        1,131         (1,131)      25,718
Pro-Fac share of income                              12,860         (12,860)           0            0              0            0
                                                   --------      ----------     --------     --------      ---------    ---------
Income/(loss) before taxes                           12,859         (38,878)      51,737        1,131         (1,131)      25,718
Tax (provision)/benefit                              (2,242)         13,338      (18,402)        (401)             0       (7,707)
                                                   --------     ----------      --------     --------      ---------    ---------
Net income/(loss)                                  $ 10,617      $  (25,540)    $ 33,335     $    730      $  (1,131)   $  18,011
                                                   ========      ==========     ========     ========      =========    =========
</TABLE>
<TABLE>


                                                                           Statement of Operations
                                                                     For  the Quarter Ended March 30, 2002
                                               ------------------------------------------------------------------------------------
                                                 Pro-Fac      Agrilink     Subsidiary   Non-Guarantor  Eliminating
                                               Cooperative   Foods, Inc.   Guarantors   Subsidiaries      Entries    Consolidated
                                               ------------  -----------   ----------   -------------  ------------  ------------
(Dollars in Thousands)
<CAPTION>

<S>                                              <C>         <C>            <C>           <C>            <C>          <C>
Net sales                                        $       0   $  241,509     $   3,377     $   6,834      $ (6,834)    $ 244,886
Cost of sales                                            0     (188,407)       (2,530)       (6,475)        6,475      (190,937)
                                                 ---------   ----------     ---------     ---------     ----------    ---------
Gross profit                                             0       53,102           847           359          (359)       53,949
Selling, administrative, and general expenses            0      (41,247)         (863)            0        11,081       (31,029)
Other (expense)/income                                   0            0        11,081           368       (11,449)            0
Income from joint venture                                0          627             0             0             0           627
                                                 ---------   ----------     ---------     ---------     ---------     ---------
Operating income before dividing with Pro-Fac            0       12,482        11,065           727          (727)       23,547
Interest (expense)/income                                0      (18,616)        2,665             0             0       (15,951)
                                                 ---------   -----------     ---------     --------      --------     ---------
Pretax (loss)/income before dividing with Pro-Fac        0       (6,134)       13,730           727          (727)        7,596
Pro-Fac share of income                              3,798       (3,798)            0             0             0             0
                                                 ---------   ----------     ---------     ---------     ----------    ---------
Income/(loss) before taxes                           3,798       (9,932)       13,730           727          (727)        7,596
Tax (provision)/benefit                               (683)       3,567        (4,899)         (148)            0        (2,163)
                                                 ---------   ----------     ---------     ---------     ----------    ---------
Net income/(loss)                                $   3,115   $   (6,365)    $   8,831     $     579      $   (727)    $   5,433
                                                 =========   ==========     =========     =========      ========     =========
</TABLE>



<PAGE>
<TABLE>


                                                                                Statement of Cash Flows
                                                                       For the Nine Months Ended March 30, 2002
                                                        ----------------------------------------------------------------------------
                                                          Pro-Fac     Agrilink    Subsidiary  Non-Guarantor Eliminating
                                                        Cooperative  Foods, Inc.  Guarantors  Subsidiaries    Entries   Consolidated
                                                        -----------  -----------  ----------  ------------- ----------- ------------
(Dollars in Thousands)
<CAPTION>

<S>                                                       <C>        <C>          <C>          <C>           <C>          <C>
Net income/(loss)                                         $ 10,617   $ (25,540)   $ 33,335     $     730     $ (1,131)    $  18,011
Adjustments to reconcile net income/(loss) to net
   cash provided by/(used in) operating activities -
     Estimated cash payments due to class A members         (1,613)          0           0             0            0        (1,613)
     Depreciation                                                0      22,261         405           221            0        22,887
     Amortization of goodwill and certain intangible assets      0         299         563             0            0           862
     Amortization of debt issue costs, amendment costs,
       and discount on subordinated promissory note              0       4,225           0             0            0         4,225
     Interest-in-kind on subordinated promissory note            0         873           0             0            0           873
     Equity in undistributed earnings of joint venture           0      (1,067)          0             0            0        (1,067)
     Change in working capital                              (1,792)    (61,183)    (33,521)          345        1,131       (95,020)
                                                          --------   ---------    --------     ---------     --------     ---------
Net cash provided by/(used in) operating activities          7,212     (60,132)        782         1,296            0       (50,842)

Cash flows from investing activities:
   Purchase of property, plant, and equipment                    0     (10,521)          0           (16)           0       (10,537)
   Proceeds from disposals                                       0          52           0             0            0            52
   Proceeds from investment in CoBank                            0       3,998           0             0            0         3,998
                                                          --------   ---------    --------     ---------     --------     ---------
Net cash used in investing activities                            0      (6,471)          0           (16)           0        (6,487)

Cash flows from financing activities:
   Net proceeds from issuance of short-term debt                 0      75,400           0             0            0        75,400
   Payments on long-term debt                                    0      (9,072)          0             0            0        (9,072)
   Payments on capital lease                                     0        (111)          0             0            0          (111)
   Cash paid for debt amendments                                 0      (1,694)          0             0            0        (1,694)
   (Repurchase)/issuance of common stock, net                 (806)          0           0             0            0          (806)
   Cash dividends paid                                      (6,406)          0           0             0            0        (6,406)
                                                          --------   ---------    --------     ---------    ---------     ---------

Net cash (used in)/provided by financing activities         (7,212)     64,523           0             0            0        57,311
Net change in cash and cash equivalents                          0      (2,080)        782         1,280            0           (18)
Cash and cash equivalents at beginning of period                 0       7,624          21            11            0         7,656
                                                          --------   ---------    --------     ---------     --------     ---------
Cash and cash equivalents at end of period                $      0   $   5,544    $    803     $   1,291     $      0     $   7,638
                                                          ========   =========    ========     =========     ========     =========
</TABLE>
<PAGE>
<TABLE>

                                                                                 Balance Sheet
                                                                                March 24, 2001
                                                      -----------------------------------------------------------------------------
                                                        Pro-Fac     Agrilink    Subsidiary  Non-Guarantor Eliminating
                                                      Cooperative  Foods, Inc.  Guarantors  Subsidiaries    Entries    Consolidated
                                                      -----------  -----------  ----------  ------------- -----------  ------------
(Dollars in Thousands)
<CAPTION>
<S>                                                   <C>         <C>           <C>          <C>           <C>           <C>
Assets
   Cash and cash equivalents                          $        0  $    4,939    $     192    $  1,440      $        0    $    6,571
   Accounts receivable, net                                    0     112,252        2,329          53               0       114,634
   Inventories -
     Finished goods                                            0     318,878          333         220               0       319,431
     Raw materials and supplies                                0      27,512          439         126               0        28,077
                                                      ----------  ----------    ---------    --------      ----------    ----------
       Total inventories                                       0     346,390          772         346               0       347,508

   Other current assets                                      105      46,278          162         226               0        46,771
                                                      ----------  ----------    ---------    --------      ----------    ----------

       Total current assets                                  105     509,859        3,455       2,065               0       515,484

   Property, plant and equipment, net                          0     300,366        4,198       3,695               0       308,259
   Investment in subsidiaries                            182,674     319,582            0           0        (502,256)            0
   Goodwill and other intangible assets, net                   0      48,460      202,768           0               0       251,228
   Other assets                                               59      53,850      114,519           0        (123,714)       44,714
                                                      ----------  ----------    ---------    --------      ----------    ----------

       Total assets                                   $  182,838  $1,232,117    $ 324,940    $  5,760      $ (625,970)   $1,119,685
                                                      ==========  ==========     =========   ========      ==========    ==========

Liabilities and Shareholders' Equity
   Notes payable                                      $        0  $   78,000    $       0    $      0      $        0    $   78,000
   Current portion of long-term debt                           0      15,596            0           0               0        15,596
   Accounts payable                                           57      79,439        1,169         286               0        80,951
   Accrued interest                                            0      12,873            0           0               0        12,873
   Intercompany loans                                          0      (2,466)       1,188       1,278               0             0
   Other current liabilities                              11,466      54,222        6,321         876               0        72,885
                                                      ----------  ----------    ---------    --------      ----------    ----------
       Total current liabilities                          11,523     237,664        8,678       2,440               0       260,305

   Long-term debt                                              0     635,356            0           0               0       635,356
   Other non-current liabilities                           9,400     176,423            0           0        (123,714)       62,109
                                                      ----------  ----------    ---------    --------      ----------    ----------

       Total liabilities                                  20,923   1,049,443        8,678       2,440        (123,714)      957,770

   Class B cumulative redeemable preferred stock             237           0            0           0               0           237
   Class A common stock                                   11,296           0            0           0               0        11,296

   Shareholders' equity                                  150,382     182,674      316,262       3,320        (502,256)      150,382
                                                      ----------  ----------    ---------    --------      ----------    ----------

       Total liabilities and shareholders' equity     $  182,838  $1,232,117    $ 324,940    $  5,760      $ (625,970)   $1,119,685
                                                      ==========  ==========    =========    ========      ==========    ==========
</TABLE>
<TABLE>

                                                                            Statement of Operations
                                                                   For the Nine Months Ended March 24, 2001
                                                      -----------------------------------------------------------------------------
                                                        Pro-Fac     Agrilink    Subsidiary  Non-Guarantor Eliminating
                                                      Cooperative  Foods, Inc.  Guarantors  Subsidiaries    Entries    Consolidated
                                                      -----------  -----------  ----------  ------------- -----------  ------------
(Dollars in Thousands)
<CAPTION>
<S>                                                    <C>          <C>         <C>          <C>          <C>            <C>
Net sales                                              $       0    $ 848,539   $  11,617    $   76,414   $ (40,514)     $  896,056
Cost of sales                                                  0     (687,760)     (7,337)      (76,299)     48,923        (722,473)
                                                       ---------    ---------   ---------    ----------   ---------      ----------
Gross profit                                                   0      160,779       4,280           115       8,409         173,583
Selling, administrative, and general expenses                (11)    (134,101)     (7,434)       (3,226)     47,244         (97,528)
Other income                                                   0            0      47,244           591     (47,835)              0
Income from joint venture                                      0        1,540           0             0           0           1,540
                                                       ---------    ---------   ---------    ----------   ---------      ----------
Operating (loss)/income before dividing with Pro-Fac         (11)      28,218      44,090        (2,520)      7,818          77,595
Interest (expense)/income                                      0      (66,661)      7,165        (5,298)          0         (64,794)
                                                       ---------    ---------   ---------    ----------   ---------      ----------
Pretax (loss)/income before dividing with Pro-Fac            (11)     (38,443)     51,255        (7,818)      7,818          12,801
Pro-Fac share of income                                    6,408       (6,408)          0             0           0               0
                                                       ---------    ---------   ---------    ----------   ---------      ----------
Income/(loss) before taxes                                 6,397      (44,851)     51,255        (7,818)      7,818          12,801
Tax (provision)/benefit                                   (2,154)      16,212     (18,436)         (506)          0          (4,884)
                                                       ---------    ---------   ---------    ----------   ---------      ----------
Net income/(loss)                                      $   4,243    $ (28,639)  $  32,819    $   (8,324)  $   7,818      $    7,917
                                                       =========    =========   =========    ==========   =========      ==========
</TABLE>
<PAGE>
<TABLE>
                                                                              Statement of Operations
                                                                        For the Quarter Ended March 24, 2001
                                                       ----------------------------------------------------------------------------
                                                        Pro-Fac     Agrilink    Subsidiary  Non-Guarantor Eliminating
                                                      Cooperative  Foods, Inc.  Guarantors  Subsidiaries    Entries    Consolidated
                                                      -----------  -----------  ----------  ------------- -----------  ------------
(Dollars in Thousands)
<CAPTION>
<S>                                                    <C>          <C>         <C>          <C>          <C>            <C>
Net sales                                              $       0    $ 265,703   $   3,732    $   16,557   $ (11,565)     $  274,427
Cost of sales                                                  0     (213,317)     (2,510)      (15,416)     13,141        (218,102)
                                                       ---------    ---------   ---------    ----------   ---------      ----------
Gross profit                                                   0       52,386       1,222         1,141       1,576          56,325
Selling, administrative, and general expenses                 (1)     (45,487)     (2,512)       (1,872)     14,263         (35,609)
Other income                                                   0            0      14,263           176     (14,439)              0
Income from joint venture                                      0          316           0             0           0             316
                                                       ---------    ---------   ---------    ----------   ---------      ----------
Operating (loss)/income before dividing with Pro-Fac          (1)       7,215      12,973          (555)      1,400          21,032
Interest (expense)/income                                      0      (22,745)      2,737          (845)          0         (20,853)
                                                       ---------    ---------   ---------    ----------   ----------     ----------
Pretax (loss)/income before dividing with Pro-Fac             (1)     (15,530)     15,710        (1,400)      1,400             179
Pro-Fac share of income                                       92          (92)          0             0           0               0
                                                       ---------    ---------   ---------    ----------   ---------      ----------
Income/(loss) before taxes                                    91      (15,622)     15,710        (1,400)      1,400             179
Tax (provision)/benefit                                     (681)       5,884      (5,653)         (270)          0            (720)
                                                       ---------     ---------  ---------    ----------   ---------      ----------
Net (loss)/income                                      $    (590)   $  (9,738)  $  10,057    $   (1,670)  $   1,400      $     (541)
                                                       =========    =========   =========    ==========   =========      ==========
</TABLE>
<TABLE>

                                                                           Statement of Cash Flows
                                                                   For  the Nine Months Ended March 24, 2001
                                                      ----------------------------------------------------------------------------
                                                        Pro-Fac     Agrilink    Subsidiary  Non-Guarantor Eliminating
                                                      Cooperative  Foods, Inc.  Guarantors  Subsidiaries    Entries    Consolidated
                                                      -----------  -----------  ----------  ------------- -----------  ------------
(Dollars in Thousands)
<CAPTION>

<S>                                                    <C>          <C>         <C>          <C>          <C>            <C>
Net income/(loss)                                      $   4,243    $ (28,639)  $  32,819    $   (8,324)  $   7,818      $    7,917
Adjustments to reconcile net income/(loss) to net
   cash provided by/(used in) operating activities -
     Estimated cash payments due to Class A members         (61)            0           0             0           0             (61)
     Depreciation                                             0        22,285         425         1,436           0          24,146
     Amortization of goodwill and certain intangible assets   0         1,933       5,481             0           0           7,414
     Amortization of debt issue costs, amendment costs,
       and discount on subordinated promissory note           0         3,860           0           322           0           4,182
     Interest-in-kind on subordinated promissory note         0         1,231           0             0           0           1,231
     Equity in undistributed earnings of joint venture        0        (1,540)          0             0           0          (1,540)
     Equity in undistributed earnings of CoBank               0           (96)          0             0           0             (96)
     Change in working capital                            1,425       (47,715)    (36,007)        7,059      (7,818)        (83,056)
                                                       --------     ---------   ---------    ----------   ---------      -----------
Net cash provided by/(used in) operating activities       5,607       (48,681)      2,718           493           0         (39,863)

Cash flows from investing activities:
   Purchase of property, plant, and equipment                 0       (17,083)     (2,735)       (1,163)          0         (20,981)
   Proceeds from disposals                                    0         5,058           0            10           0           5,068
   Proceeds from investment in CoBank                         0         2,926           0             0           0           2,926
                                                       --------     ---------   ---------    ----------   ---------      ----------
Net cash used in investing activities                         0        (9,099)     (2,735)       (1,153)          0         (12,987)

Cash flows from financing activities:
   Net proceeds from issuance of short-term debt              0        72,300           0         2,100           0          74,400
   Payments on long-term debt                                 0       (12,659)          0             0           0         (12,659)
   Cash paid in conjunction with debt amendment               0        (1,707)          0             0           0          (1,707)
   Cash portion of non-qualified conversion                 (83)            0           0             0           0             (83)
   (Repurchases)/issuance of common stock, net              631             0           0             0           0             631
   Cash dividends paid                                   (6,155)            0           0             0           0          (6,155)
                                                      ---------     ---------   ---------    ----------   ---------      ----------

Net cash (used in)/provided by financing activities      (5,607)       57,934           0         2,100           0          54,427
Net change in cash and cash equivalents                       0           154         (17)        1,440           0           1,577
Cash and cash equivalents at beginning of period              0         4,785         209             0           0           4,994
                                                       --------     ---------   ---------    ----------   ---------      ----------
Cash and cash equivalents at end of period             $      0     $   4,939   $     192    $    1,440   $       0      $    6,571
                                                       ========     =========   =========    ==========   =========      ==========
</TABLE>
NOTE 8. OTHER MATTERS

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

In addition,  on October 12, 2001,  Agrilink Foods announced a further reduction
of  approximately  7  percent  of  its  nationwide  workforce,  for a  total  of
approximately  300  positions.  The  reductions  are part of an ongoing focus on
low-cost  operations  and  include  both  salaried  and  hourly  positions.   In
conjunction  with the  reductions,  Agrilink  Foods  recorded  a charge  against
earnings of  approximately  $1.6  million in the second  quarter of fiscal 2002,
primarily  comprising  employee  termination  benefits.  Reductions in personnel
include operational and administrative  positions,  and net of the restructuring
charge,  are  expected to improve  fiscal 2002  earnings by  approximately  $5.0
million.  Of this  charge,  approximately  $1.3  million  has been  paid and the
remaining termination benefits will be liquidated during the next three months.

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

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

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

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

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

Dividends:  Subsequent to quarter end, the Cooperative  declared a cash dividend
of $.43 per share on the Class A Cumulative  Preferred  Stock.  These  dividends
approximate $1.9 million and were paid on April 29, 2002.

               CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

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

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

|X|  the  impact  of  strong   competition  in  the  food  industry,   including
     competitive pricing;

|X|  the impact of changes in consumer demand;

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

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

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

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

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

|X|  interest rate fluctuations;

|X|  effectiveness of marketing and shifts in market demand.

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

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

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

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

The following  tables  illustrate  the results of operations by product line for
the three and nine months ended March 30, 2002 and March 24, 2001.

<TABLE>
EBITDA1,2

(Dollars in Millions)
<CAPTION>

                                    Three Months Ended                               Nine Months Ended
                        ------------------------------------------      -------------------------------------------
                              March 30,             March 24,                March 30,                March 24,
                                2002                  2001                     2002                     2001
                        -------------------     ------------------      -------------------     -------------------
                                     % of                    % of                    % of                     % of
                           $         Total          $        Total          $        Total          $         Total
                        ------       -----      --------     ------     --------     ------    ----------   ------

<S>                     <C>           <C>       <C>            <C>      <C>            <C>       <C>           <C>
Vegetables              $ 22.9        73.2%     $  24.3        77.3%    $   66.0       65.2%     $  70.4       64.4%
Fruits                     3.2        10.2          2.1         6.7         18.4       18.2         14.8       13.6
Snacks                     1.6         5.1          1.5         4.8          6.1        6.0          7.1        6.5
Canned Meals               2.1         6.7          1.5         4.8          6.9        6.8          7.0        6.4
Other                      1.5         4.8          1.0         3.2          3.8        3.8          3.4        3.1
                        ------       -----      -------       -----     --------      -----      -------     ------
Continuing segments       31.3       100.0         30.4        96.8        101.2      100.0        102.7       94.0
Businesses closed3         0.0         0.0          1.0         3.2          0.0        0.0          6.5        6.0
                        ------       -----      -------       -----     --------      -----      -------     ------
     Total              $ 31.3       100.0%     $  31.4       100.0%    $  101.2      100.0%     $ 109.2      100.0%
                        ======       =====      =======       =====     ========      =====      =======     ======
<FN>
1    Earnings before interest, taxes, depreciation,  and amortization ("EBITDA")
     is defined as the sum of pretax income before dividends,  allocation of net
     proceeds,  interest expense,  depreciation and amortization of goodwill and
     other intangibles.

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

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


2    Excludes gain from pension curtailment and restructuring charges.

3    Represents  the  operating  results  of  operations  no longer  part of the
     Cooperative.

<TABLE>
Net Sales

(Dollars in Millions)
<CAPTION>
                                      Three Months Ended                               Nine Months Ended
                          ------------------------------------------      ------------------------------------------
                                March 30,             March 24,                March 30,                March 24,
                                  2002                  2001                     2002                     2001
                          -------------------     ------------------      -------------------     ------------------
                                       % of                     % of                    % of                   % of
                              $        Total          $         Total         $         Total         $        Total
                          -------     -------     --------     -------    --------     -------    --------     -----

<S>                       <C>           <C>       <C>            <C>      <C>            <C>      <C>           <C>
Vegetables                $ 180.8       73.8%     $  203.7       74.3%    $  568.0       72.0%    $  630.4      70.3%
Fruits                       21.2        8.7          21.8        7.9         90.8       11.5         92.2      10.3
Snacks                       20.9        8.5          20.7        7.5         65.1        8.3         65.4       7.3
Canned Meals                 12.7        5.2          13.2        4.8         37.0        4.7         41.1       4.6
Other                         9.3        3.8          10.1        3.7         27.8        3.5         31.1       3.5
                          -------      -----      --------      -----     --------     ------     --------     -----
Continuing segments         244.9      100.0         269.5       98.2        788.7      100.0        860.2      96.0
Businesses closed1            0.0        0.0           5.0        1.8          0.0        0.0         35.9       4.0
                          -------      -----      --------      -----     --------     ------     --------     -----
     Total                $ 244.9      100.0%     $  274.5      100.0%    $  788.7      100.0%    $  896.1     100.0%
                          =======      =====      ========      =====     ========     ======     ========     =====
<FN>
1    Represents net sales of operations no longer part of the Cooperative.
</FN>
</TABLE>
<TABLE>
Operating Income1,2

(Dollars in Millions)
<CAPTION>
                                 Three Months Ended                               Nine Months Ended
                     --------------------------------------------    ------------------------------------------
                           March 30,             March 24,                March 30,                March 24,
                             2002                  2001                     2002                     2001
                     -------------------     --------------------    -------------------     ------------------
                                  % of                     % of                    % of                   % of
                         $        Total          $         Total          $        Total         $       Total
                     --------    --------    ---------    -------    ----------  --------    --------   ------

<S>                  <C>           <C>       <C>            <C>      <C>           <C>       <C>         <C>
Vegetables           $  16.9       71.9%     $   16.8       80.0%    $   48.6      62.7%     $  48.0     61.9%
Fruits                   2.5       10.6           1.2        5.7         15.4      19.9         12.6     16.2
Snacks                   1.1        4.7           0.6        2.9          4.3       5.5          4.2      5.4
Canned Meals             1.8        7.7           1.2        5.7          6.2       8.0          5.9      7.6
Other                    1.2        5.1           0.4        1.9          3.0       3.9          1.6      2.1
                     -------      -----      --------      -----     --------     -----      -------    -----
Continuing segments     23.5      100.0          20.2       96.2         77.5     100.0         72.3     93.2
Businesses closed3       0.0        0.0           0.8        3.8          0.0       0.0          5.3      6.8
                     -------      -----      --------      -----     --------     -----      -------    -----
     Total           $  23.5      100.0%     $   21.0      100.0%    $   77.5     100.0%     $  77.6    100.0%
                     =======      =====      ========      =====     ========     =====      =======    =====

<FN>
1    Excludes gain from pension curtailment and restructuring charges.

2    In  accordance  with  SFAS  No.  142,  goodwill  is  no  longer  amortized.
     Amortization  associated with the change resulting from the  implementation
     of SFAS No. 142 in the vegetable,  fruit,  snacks,  canned meals, and other
     product lines for the quarter ending March 30, 2002 was $1.7 million,  $0.1
     million,  $0.1 million, $0.1 million, and $0.2 million,  respectively,  and
     $5.1 million,  $0.1 million,  $0.3 million, $0.5 million, and $0.5 million,
     respectively for the nine months ending March 30, 2002.

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

During the third quarter of fiscal 2002, net income  increased $6.0 million from
the  third  quarter  of  fiscal  2001.  During  this same  period,  EBITDA  from
continuing  operations  increased  $0.9  million,  or 2.9 percent.  The positive
results  in EBITDA  for the third  quarter  of fiscal  2002 were a result of the
pricing actions implemented throughout the last 12 months, restructuring efforts
initiated in October 2001,  and numerous  other  company-wide  efforts to reduce
spending.  In addition,  Agrilink Foods achieved these improved results in spite
of  additional  warehousing  costs due to an increase in inventory  levels and a
one-time expense associated with an

<PAGE>
arbitrated  contract  settlement with Dean Pickle and Specialty Products Company
("Dean  Pickle").  As part of the  June  2000  sale of  Agrilink  Foods'  pickle
business to Dean Pickle,  the parties entered into an agreement whereby Agrilink
Foods agreed to contract  pack  products for a period of two years.  Fiscal 2002
represents  the second and final year of the contract.  Agrilink  Foods and Dean
Pickle  disagreed on how pricing was to be established for the current year. The
arbitrated  settlement  required the  recording of a $1.7 million  charge in the
third quarter and resolved all disputes  regarding the pricing of product packed
during fiscal 2002.

The earnings improvement for the quarter of $6.0 million was more favorable than
on an EBITDA basis due to a reduction in amortization expense resulting from the
adoption of SFAS No. 142, "Goodwill and Other Intangible Assets" (see NOTE 2 of
the "Notes to Consolidated Financial Statements) and a decline in interest
expense driven by general interest rate reductions.

Net  sales for the third  quarter  from  continuing  businesses  declined  $24.6
million or 9.1  percent as  compared  to the prior  year.  Fiscal  2001  results
included, however,  approximately $10.0 million of net sales associated with the
one-time  sale of  inventory  purchased  from CoBank,  the secured  lender to PF
Acquisition II, Inc. ("the Northwest inventory purchase"). Prior to February 15,
2001,  PF  Acquisition  II,  Inc.  was  a  wholly-owned  subsidiary  of  Pro-Fac
Cooperative, Inc. Adjusting for these sales, Agrilink Foods' net sales were down
$14.6  million or 5.5 percent due  primarily to overall  market  declines in the
home replacement skillet meal category and increased competitive pressure in the
non-branded frozen vegetable segment. The home replacement skillet meal category
for the 12-week period ending March 2002 showed a decline of approximately  26.0
percent,  while the  frozen  vegetable  category  showed a  decline  of only 2.0
percent for the 12-week period ending March 2002. Agrilink Foods' overall market
share for the third quarter  declined 0.4 points due to modest share declines in
private label. Agrilink Foods estimates its overall market share for the 12-week
period  ending March 2002 for frozen  vegetables  to be 31.5  percent.  Agrilink
Foods' overall market share includes  branded retail unit sales,  as reported by
Information  Resources,  Inc.,  and  management's  estimate of  Agrilink  Foods'
private label share based upon factory shipments.

A detailed  accounting of the  significant  reasons for changes in net sales and
EBITDA by product line follows.

EBITDA for the  vegetable  product  line  decreased  $1.4 million or 5.8 percent
during the third  quarter  of fiscal  2002.  The  decline  in  profitability  is
primarily  a result of lower  volume  within  Agrilink  Foods'  Birds Eye Voila!
product line, the one-time charge associated with the above mentioned settlement
with Dean Pickle,  and the earnings in fiscal 2001 associated with the Northwest
inventory purchase.  Overall, vegetable net sales decreased $22.9 million in the
third quarter of fiscal 2002 as compared to the prior year. $10.0 million of the
net sales  decline  was  associated  with the fiscal  2001  Northwest  inventory
purchase.  Management  attributes the remaining decline to increased competitive
pressure in the non-branded frozen vegetable business.

Within  the  branded  vegetable  category,  net sales  declined  $11.6  million.
Significant  components  include the  following:  Birds Eye Simply  Grillin',  a
seasoned blend of top quality Birds Eye  vegetables in a foil tray,  launched in
the fourth  quarter of fiscal 2001,  accounted for $2.2 million of increased net
sales.  Fueled by strong promotional  activity during the spring holiday season,
net  sales  of  Birds  Eye  frozen  vegetables  in  retail  channels   increased
approximately  $1.8  million.  Net  sales  of Birds  Eye  frozen  vegetables  in
alternate  channels,  however,  declined  $5.6  million  due to  changes  in the
supplier  mix decided by the  customer.  Branded  vegetable  net sales were also
negatively  impacted  by Agrilink  Foods'  Birds Eye Voila!  product  line which
decreased  $6.7 million over the third  quarter of fiscal 2001.  While Birds Eye
Voila!  maintained  its share point during the 12-week period ending March 2002,
Agrilink Foods was not able to mitigate the impact of the 26.0 percent  category
decline  within  the home meal  replacement  category.  Management  has and will
continue to examine this category for  opportunities to enhance  performance for
this product line. Net sales of Agrilink Foods'  regional  branded product lines
declined $3.3 million due to competitive pressures.

Excluding sales associated with the Northwest  inventory  purchase,  non-branded
vegetable net sales  declined $1.3 million  during the third  quarter.  Agrilink
Foods' non-branded  business continues to be impacted by competitive  pressures.
In addition, during the first quarter of fiscal 2002, Agrilink Foods implemented
pricing actions to offset  industry wide cost increases.  Subsequent to Agrilink
Foods price  increase,  several  competitors  have followed with similar pricing
structures.

EBITDA for the fruit product line  increased $1.1 million or 52.3 percent during
the third quarter of fiscal 2002. This improvement in profitability results from
initiatives  focused on pricing efforts and ongoing initiatives taken to improve
production and reduce product costs. Fruit net sales have decreased $0.6 million
or 2.8 percent attributable primarily to volume declines.

Net sales for the snack  product line showed a modest  increase of $0.2 million,
or 1.0 percent.  Improvements  in net sales within the potato chip category were
$0.5 million,  while the popcorn  product line  decreased  $0.3 million.  EBITDA
increased  $0.1  million or 6.7  percent  primarily  due to sales  growth in the
potato chip business.  The popcorn category continues to be negatively  impacted
by competitive pressures and changes in product mix.


<PAGE>

Net sales for canned meals decreased $0.5 million, or 3.8 percent,  while EBITDA
increased $0.6 million, or 40.0 percent.  The reduction in net sales is a result
of  competitive  pressures  within the private label  category.  The increase in
canned meal  profitability  is driven by improvements in the cost of ingredients
used in the production of chili.

EBITDA  of the other  product  line,  which is  primarily  represented  by salad
dressings,  increased $0.5 million or 50.0 percent.  EBITDA  benefited from both
increases  in price and  reductions  in raw product  costs,  including  oil. Net
sales, however,  decreased $0.8 million or 7.9 percent primarily due to the loss
of one  food  service  customer.  The  loss of this  customer  will  not  have a
significant impact on Agrilink Foods' operations.

Selling,  Administrative,  and General Expenses:  Selling,  administrative,  and
general  expenses,  excluding the settlement with Dean Pickle  described  above,
have decreased $6.3 million, or 17.7 percent, as compared with the third quarter
of the prior  fiscal  year.  This  decrease is  attributable  to a $2.2  million
reduction in  amortization  expense  resulting  from the  implementation  of the
Statement of Financial  Accounting  Standard ("SFAS") No. 142 (see NOTE 2 to the
"Notes  to  Consolidated  Financial  Statements").   Variable  selling  expense,
consisting primarily of brokerage expense, decreased $2.1 million due to reduced
volumes and reduced rates in the non-branded categories. In addition, savings of
approximately  $1.3 million were associated with both the restructuring  actions
implemented  in the  second  quarter  of fiscal  2002 and  general  company-wide
reductions in spending.  An  additional  $1.9 million of expenses in fiscal 2001
were associated with AgriFrozen,  a former subsidiary of the Cooperative.  These
savings  were  partially  offset by an  increase in various  employee  incentive
programs compared to the third quarter of fiscal 2001.

Operating  Income:  Operating income from continuing  operations,  excluding the
implementation  of SFAS No. 142 and the  settlement  with Dean Pickle  described
above, increased from $20.2 million in the third quarter of fiscal 2001 to $23.0
million in the third quarter of fiscal 2002. This represents an increase of $2.8
million or 13.9  percent.  Increases  in  operating  income  within  vegetables,
fruits,  snacks,  canned meals, and other were $0.1 million,  $1.2 million, $0.4
million, $0.5 million, and $0.6 million, respectively. Significant variances are
highlighted above in the discussion of EBITDA and net sales.

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

Interest  Expense:  Interest expense  decreased $4.9 million to $16.0 million in
the third  quarter  of fiscal  2002 from $20.9  million in the third  quarter of
fiscal 2001.  The  reduction in interest  expense is the result of a decrease in
Agrilink Foods'  weighted  average  interest rate of 2.4 percent  resulting from
general interest rate reductions and a lower average outstanding balances during
the quarter of approximately $2.6 million. In addition,  the decrease was due to
$0.9 million of interest  expense in fiscal 2001 associated with  AgriFrozen,  a
former subsidiary of the Cooperative.

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

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

During the first nine months of fiscal 2002, net income  increased $10.1 million
from the first  nine  months of fiscal  2001.  Comparability  of net  income is,
however,  difficult because fiscal 2002 was impacted by a restructuring  charge,
gain from  pension  curtailment,  significant  changes in  interest  rates,  the
implementation  of SFAS No.  142 which  reduced  amortization  expense,  and the
charge  associated  with the Dean  Pickle  settlement.  Accordingly,  management
believes,  to fairly  evaluate  results,  an  evaluation  of  EBITDA  (excluding
non-recurring  items),  is more  appropriate  as it allows the operations of the
business to be  reviewed in a more  comparable  manner.  EBITDA from  continuing
operations  (excluding  non-recurring items) for the first nine months of fiscal
2002 versus the prior  year,  increased  $0.2  million.  EBITDA was  impacted by
increased  marketing costs of approximately $5.0 million,  associated with a new
product  launch during the first quarter of fiscal 2002,  increased  warehousing
costs due to an increase in inventory  levels,  and increased  production  costs
incurred in the first quarter of fiscal 2002 associated with inventory  produced
in the prior year at a greater  cost.  Significant  favorable  items  offsetting
these  increases in costs include  pricing  improvements,  fixed cost reductions
resulting  from  restructuring  actions  and  declines  in  manufacturing  costs
resulting from the current year production activities.

<PAGE>

Net sales from  continuing  operations  during the nine  months  declined  $71.5
million or 8.3 percent.  Of this decline,  $21.4  million is  associated  with a
co-pack  agreement  for canned  vegetables  in the Midwest in fiscal 2001 and an
additional $10.0 million in fiscal 2001 associated with the Northwest  inventory
purchase.  The remaining $40.1 million is primarily attributable to lower volume
due to  overall  market  declines  in  the  frozen  skillet  meal  category  and
short-term  declines in the food service  channel  subsequent  to September  11,
2001.  The total  frozen  vegetable  category in the year to date period  ending
March 2002 showed a decline of  approximately  6.0  percent.  However,  Agrilink
Foods'  overall  year-to-date  market share showed an improvement of 0.3 points.
Agrilink  Foods  estimates its overall  market share for the year to date period
ending March 2002,  for frozen  vegetables to be 31.8 percent.  Agrilink  Foods'
overall  market  share  includes  branded  retail  unit  sales,  as  reported by
Information  Resources,  Inc.,  and  management's  estimate of  Agrilink  Foods'
private label share based upon factory shipments.  A detailed  accounting of the
significant reasons for changes in net sales and EBITDA by product line follows.

Excluding  sales  associated  with  the  co-pack  agreement  and  the  Northwest
inventory purchase in fiscal 2001, vegetable net sales declined $31.0 million or
5.2 percent.  Competitive  pressures within Agrilink Foods' non-branded business
accounted for $18.8 million of the decline. Agrilink Foods' non-branded business
yields lower margins than that of its branded products. During the first quarter
of  fiscal  2002,  Agrilink  Foods  implemented  a  price  increase  across  all
non-branded  vegetable  commodities  to offset  industry  wide  cost  increases.
Subsequent to Agrilink Foods' price increase,  several competitors have followed
with similar pricing increases.

Overall branded net sales showed a decline of $12.2 million from the prior year.
Significant  components  associated with this change are highlighted  below. The
launch of Birds Eye Simply  Grillin',  a seasoned blend of top quality Birds Eye
vegetables in a foil tray,  accounted for $7.4 million of additional  net sales.
Net sales of Birds Eye frozen  vegetables  within the retail  channel  increased
approximately  $3.5 million due to the conversion of a major club store customer
from a private  label to brand  product  line.  These  increases are offset by a
$11.8  million  decrease  in the Birds Eye  Voila!  product  line as a result of
continued declines in the home meal replacement  category.  For the year to date
period  ending  March  2002,   the  frozen   skillet  meal   category   declined
approximately  21.0  percent.  Birds  Eye  Voila!,  the  leading  brand  in this
category,  has experienced  declines consistent with the category.  Further, net
sales  declines of $9.8 million were  experienced  in Agrilink  Foods'  regional
branded product lines due to competitive  pressures and overall  declines in the
vegetable market.

EBITDA for the vegetable product line (excluding the Dean settlement highlighted
above)  declined  $2.7  million or 3.9  percent  during the first nine months of
fiscal 2002 as compared to the prior  year.  Approximately  $5.0  million of the
decline is associated with marketing costs related to the retail launch of Birds
Eye Simply  Grillin'  during the first  quarter of fiscal 2002 and an additional
$2.4  million of  incremental  marketing  activity for other  branded  vegetable
products.  In  addition,  warehousing  costs  increased  due to an  increase  in
inventory  levels over the prior year and production costs incurred in the first
quarter of fiscal 2002 were higher due to  inventory  produced in the prior year
at a greater cost. Offsetting these increases in costs are the benefits achieved
from pricing actions taken in January 2001 and declines in  manufacturing  costs
resulting from the current year production activities.

EBITDA  for the fruit  product  line  increased  $3.6  million  or 24.3  percent
primarily  attributable  to  improved  pricing,   timing  of  various  marketing
initiatives,  and continuous  efforts to reduce  product costs.  Fruit net sales
have, however, showed a modest decrease of $1.4 million or 1.5 percent.

Net sales for the snack  product line showed a decline of $0.3  million,  or 0.5
percent.  Improvements  in net sales within the potato chip  business  were $1.9
million, while the popcorn product line decreased $2.2 million.  EBITDA declined
$1.0 million or 14.1 percent.  The popcorn  business  continues to be negatively
impacted  by  competitive  pressures  and changes in product  mix. In  addition,
EBITDA of the potato chip category was negatively  affected in the first half of
fiscal 2002 by costs  associated  with expansion into new markets and additional
manufacturing costs associated with the transition of Tim's Cascade Style Potato
Chips to a larger facility. These transition efforts have now been completed.

Net sales for canned meals decreased $4.1 million, or 10.0 percent, while EBITDA
decreased $0.1 million, or 1.0 percent.  Net sales declined due to a decision to
not participate in an unprofitable promotion with a major retailer.

The  other  product  line  EBITDA,  primarily  represented  by salad  dressings,
increased  $0.4 million,  or 11.8 percent.  Net sales,  however,  decreased $3.3
million, or 10.6 percent.  While EBITDA benefited from reductions in raw product
costs,  including  oil, net sales  declined due to  competitive  activity in the
dressing  category  being  negatively  impacted by the actions of one competitor
that has  discontinued  its entire line.  While this action  negatively  impacts
short-term  sales,  it is  expected  to create  distribution  opportunities  and
positively impact salad dressing performance in the future.

<PAGE>
Operating  Income:  Operating  income  from  continuing  operations,   excluding
non-recurring items, the implementation of SFAS No. 142, and the settlement with
Dean Pickle  described  above,  increased  from $72.3  million in fiscal 2001 to
$72.7 million in fiscal 2002.  This  represents an increase of $0.4 million,  or
0.6 percent. Declines in operating income within vegetables,  snacks, and canned
meals were $2.8 million,  $0.2  million,  and $0.2  million,  respectively.  The
increase within fruits was $2.7 million and the other product line $0.9 million.
Significant  variances are highlighted above in the discussion of EBITDA and net
sales.

Selling,  Administrative,  and General Expenses:  Selling,  administrative,  and
general expenses,  excluding the arbitration  settlement with Dean Pickle above,
have  decreased  $4.4  million or 4.5  percent as  compared  with the first nine
months of the prior fiscal year.  The  decrease is primarily  attributable  to a
$6.6 million reduction in amortization expense resulting from the implementation
of  SFAS  No.  142  (see  NOTE  2  to  the  "Notes  to  Consolidated   Financial
Statements"). Variable selling costs, consisting primarily of brokerage expense,
decreased  $3.5  million  due  to  reduced  volumes  and  reduced  rates  in the
non-branded  category.  In addition,  savings of approximately $2.4 million were
associated with both the restructuring actions implemented in the second quarter
of fiscal 2002 and general  company-wide  reductions in spending.  An additional
$3.2  million of expenses  in fiscal 2001 were  associated  with  AgriFrozen,  a
former  subsidiary of the Cooperative.  These savings were partially offset by a
$5.0 million increase in marketing expenses associated with the retail launch of
Birds Eye Simply Grillin'  during the first quarter and a $2.0 million  increase
for other  branded  marketing  initiatives  during the second  quarter of fiscal
2002.  Additionally,  in fiscal 2002 there was an  increase in various  employee
incentive programs compared to the first nine months of the prior fiscal year.

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

In addition,  on October 12, 2001,  Agrilink Foods announced a further reduction
of  approximately  7  percent  of  its  nationwide  workforce,  for a  total  of
approximately  300  positions.  The  reductions  are part of an ongoing focus on
low-cost  operations  and  include  both  salaried  and  hourly  positions.   In
conjunction  with the  reductions,  Agrilink  Foods  recorded  a charge  against
earnings of  approximately  $1.6  million in the second  quarter of fiscal 2002,
primarily  comprising  employee  termination  benefits.  Reductions in personnel
include  operational and administrative  positions and, net of the restructuring
charge,  are  expected to improve  fiscal 2002  earnings by  approximately  $5.0
million.  Of  this  charge,  $1.3  million  has  been  paid  and  the  remaining
termination benefits will be liquidated during the next three months.

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

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

Interest  Expense:  Interest expense decreased $13.2 million to $51.6 million in
the first nine months of fiscal 2002 from $64.8 million in the first nine months
of fiscal 2001.  The decrease is the result of Agrilink  Foods'  decrease in the
weighted average  interest rate of 1.78 percent  resulting from general interest
rate reductions,  offset by higher average outstanding balances during the first
nine months of the year of approximately  $3.9 million.  Additionally,  interest
expense was negatively  impacted by a  supplemental  fee of $1.5 million paid in
September of 2001 in conjunction with Agrilink Foods' credit facility. (See NOTE
5 of the  "Notes  to  Consolidated  Financial  Statements.")  In  addition,  the
decrease was due to $5.3 million of interest  expense in fiscal 2001  associated
with AgriFrozen, a former subsidiary of the Cooperative.

Tax  Provision:  The provision  for income taxes  increased  approximately  $2.8
million  from the prior year as a result of the change in  earnings  before tax.
The   Cooperative's   effective   tax  rate  is   negatively   impacted  by  the
non-deductibility  of certain amounts of goodwill.  The Cooperative's  effective
tax rate is also impacted by net proceeds distributed to members.

                         LIQUIDITY AND CAPITAL RESOURCES

The  following  discussion  highlights  the  major  variances  in the  unaudited
"Consolidated  Statement of Cash Flows" for the nine months ended March 30, 2002
compared to the nine months ended March 24, 2001.

<PAGE>

Net cash used in  operating  activities  increased  $11.0  million over the nine
months of the prior fiscal year. The increase was the result of variances within
accounts  payable  and  other  accruals  due to the  timing  of  liquidation  of
outstanding  balances.  The most  significant  component of which was the August
2001 payment on the  remaining  balance of the purchase  price for the Northwest
inventory of $21.6 million. In addition, the Cooperative has reduced its general
repack levels in an effort to manage its inventory position.

Net cash used in  investing  activities  in the first nine months of fiscal 2002
decreased $6.5 million from the first nine months of fiscal 2001. The change was
primarily a result of $5.0 million in proceeds  received in conjunction with the
sale of pickle  machinery  and equipment in fiscal 2001 offset by a reduction in
equipment  purchases of $10.4  million.  The purchase of  property,  plant,  and
equipment was for general operating purposes.

Net cash provided by financing activities increased $2.9 million.  This increase
was primarily due to a $3.2 million  mandatory  prepayment  associated  with the
sale of certain pickle machinery and equipment in fiscal 2001.

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

As of March 30, 2002, (i) cash borrowings outstanding under the Revolving Credit
Facility were $75.4 million,  (ii) there were $20.6 million in letters of credit
outstanding,  and  (iii)  additional  availability  under the  Revolving  Credit
Facility,  after  taking into  account the amount of  borrowings  and letters of
credit outstanding,  was $104.0 million.  The Cooperative believes that the cash
flow  generated by  operations  and the amounts  available  under the  Revolving
Credit  Facility  provide  adequate  liquidity to fund working capital needs and
capital expenditures.

Certain  financing  arrangements  require that  Pro-Fac and Agrilink  Foods meet
certain  financial  tests and ratios and comply with  certain  restrictions  and
limitations. As of March 30, 2002, Pro-Fac and Agrilink Foods were in compliance
with all covenants,  restrictions, and limitations under the terms of the credit
facility as amended.

The August 2001 amendment to Agrilink Foods' credit facility imposes  contingent
fees and  possible  increases  in interest  rates  under the credit  facility if
Agrilink Foods does not raise equity and deleverage its balance sheet or satisfy
specified EBITDA and leverage ratio requirements  within certain time frames. To
this end,  Agrilink Foods engaged a financial  advisor to assist it in exploring
various  alternatives  responsive  to  the  amendment,  including,  among  other
possibilities,  a private  placement of a minimum of $100 million of securities.
Certain of the alternatives being explored by Agrilink Foods could result in the
recognition  by Pro-Fac of an  impairment  charge  related to its  investment in
Agrilink Foods.  The amount of any contingent fees that may be imposed under the
amendment is also impacted by the EBITDA which  Agrilink  Foods achieves for its
fiscal year ending in June 2002.  The  Revolving  Credit  Facility  and the Term
Loans are scheduled to be renegotiated  during the fall of 2003. There can be no
assurance  that  Agrilink  Foods will obtain  terms at least as favorable as its
current bank  agreements,  and different  terms may require the  Cooperative  to
reexamine the cash used for investing and financing activities.

In March 2002,  Agrilink  Foods entered into an exclusive  letter of intent with
Vestar Capital Partners related to a capital investment of $175 million,  before
fees and other expenses.  It is contemplated that the investment would be in the
form of preferred and common equity interests. The closing of the transaction is
subject to the negotiation and execution of definitive agreements, together with
other customary conditions of closing.

                          CRITICAL ACCOUNTING POLICIES

The  preparation  of  consolidated  financial  statements  requires  us to  make
estimates and assumptions  that affect the reported  amounts.  The estimates and
assumptions  are  evaluated  on a  regular  basis  and are  based on  historical
experience  and on various  other  factors that are  believed to be  reasonable.
Estimates and assumptions include, but are not limited to: customer receivables,
inventories,  self-insurance programs, promotional activities, long-lived assets
and retirement benefits.

We believe that the following  are  considered  our more critical  estimates and
assumptions  used in the preparation of our consolidated  financial  statements,
although not inclusive.

<PAGE>

Allowance for Doubtful  Accounts:  Management  uses various data and  historical
information to evaluate the adequacy of the reserve for receivables estimated to
be  uncollectable   as  of  the   consolidated   balance  sheet  date.  In  most
circumstances  when we become aware of factors that may indicate a deterioration
in a customer's  ability to meet its  financial  obligations  to us, we record a
specific  reserve for bad debts against amounts due to reduce the net recognized
receivable  to the amount we reasonably  believe will be  collected.  Changes in
estimates,  developing  trends  and other new  information  can have a  material
effect on future evaluations.

Inventory:  Under the FIFO method, the cost of items sold is based upon the cost
of the first  such items  produced.  As a result,  the last such items  produced
remain  in  inventory  and the cost of these  items are used to  reflect  ending
inventory.  The Cooperative  prices its inventory at the lower of cost or market
value on the first-in, first-out (FIFO) method.

A reserve is  established  for the estimated  aged  surplus,  spoiled or damaged
products,  and  discontinued  inventory items and components.  The amount of the
reserve is  determined  by  analyzing  inventory  composition,  expected  usage,
historical and projected sales information,  and other factors. Changes in sales
volume  due to  unexpected  economic  or  competitive  conditions  are among the
factors that could result in materially different amounts for this item.

Self-insurance  Programs: We record estimates for certain health and welfare and
workers'  compensation  costs that are self-insured  programs.  Should a greater
amount of claims occur  compared to what was  estimated or costs of medical care
increase beyond what was  anticipated,  reserves  recorded may not be sufficient
and additional costs could be incurred.

Promotional Activities:  Our promotional activities are conducted either through
the retail  trade  channel or  directly  with  consumers  and  involve  in-store
displays; feature price discounts on our products; consumer coupons; and similar
activities.  The costs of these activities are generally  recognized at the time
the  related  revenue is  recorded,  which  normally  precedes  the actual  cash
expenditure.  The  recognition of these costs  therefore  requires  management's
judgment  regarding  the volume of  promotional  offers that will be redeemed by
either the retail trade  channel or  consumer.  These  estimates  are made using
various  techniques   including   historical  data  on  performance  of  similar
promotional   programs.   Differences   between  estimated  expense  and  actual
redemptions are normally  insignificant and recognized as a change in management
estimate in a subsequent  period.  However,  the likelihood exists of materially
different  reported  results if  different  assumptions  or  conditions  were to
prevail.

Impairment of  Long-lived  Assets:  Impairment  losses are  recognized  whenever
events or changes in  circumstances  indicate the carrying amount of an asset is
not recoverable.  Recoverability  of assets to be held and used is measured by a
comparison of the carrying amount of the asset to future net cash flows expected
to be generated by the asset. We consider  historical  performance and estimated
future  results in our evaluation of potential  impairment.  The future net cash
flows are based on management's  current  estimates and assumptions.  Changes in
facts  or  circumstances   could  result  in  changes  to  these  estimates  and
assumptions  resulting  in a  potential  material  impact  to  future  financial
results.

Pensions: Our defined benefit pension plans are accounted for in accordance with
Statement of Financial Accounting  Standards No. 87, "Employers'  Accounting for
Pensions".  The most significant  elements in determining our pension expense in
accordance  with SFAS No. 87 are the  expected  return  on plan  assets  and the
discount rate used to discount  plan  liabilities.  Our expected  return on plan
assets is generally 9.5 percent. Our discount rate assumption is developed based
on a hypothetical portfolio of high quality (Aa or better) debt instruments that
generate cash flows equal to the projected benefit payments under the plans. Our
discount rate on plan liabilities is generally 7.8 percent.  We believe that our
assumptions are reasonable.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

Agrilink  Foods has entered into foreign  currency  forward  contracts  that are
designated  as cash flow  hedges of  exchange  rate risk  related to  forecasted
foreign  currency-denominated  intercompany  sales. At March 30, 2002,  Agrilink
Foods had cash flow hedges for the Mexican peso with maturity dates ranging from
March 2002 to May 2002. At March 30, 2002,  the fair value of the open contracts
was an after-tax  gain of  approximately  $0.1 million  recorded in  accumulated
other comprehensive income in shareholder's equity.

<PAGE>


Amounts deferred to accumulated other comprehensive  income will be reclassified
into cost of goods sold within the next 12 months.  During the third  quarter of
fiscal   2002,   approximately   $0.4  million  was   reclassified   from  other
comprehensive  income to cost of goods sold. For the first nine months of fiscal
2002,  approximately $0.8 million has been reclassified from other comprehensive
income to cost of goods sold. Hedge ineffectiveness was insignificant.

                                                     Foreign Currency
                                                          Forward
                                                   -------------------
Contract amounts                                      9 million Pesos
Weighted average settlement exchange rate                11.1463%

On May 2, 2002,  Agrilink Foods entered into foreign currency forward  contracts
to purchase  Mexican  pesos that are  designated as cash flow hedges of exchange
rate risk related to forecasted foreign  currency-denominated sales. The forward
contracts hedge approximately 80 percent of Agrilink Foods' planned intercompany
sales. The termination date for the agreement is April 2003.

                                                     Foreign Currency
                                                          Forward
                                                   -------------------

Contract amounts                                     134 million Pesos
Weighted average settlement exchange rate                9.762%

Commodity  Prices:  Agrilink Foods is exposed to commodity price risk related to
forecasted purchases of corrugated (unbleached  kraftliner) in its manufacturing
process.  To mitigate this risk, Agrilink Foods entered into a swap agreement on
January 8, 2002  designated  as a cash flow hedge of its  forecasted  corrugated
purchases.  At  March  30,  2002,  Agrilink  Foods  had  an  open  swap  hedging
approximately 65 percent of its planned corrugated requirements.  The fair value
of the agreement is an after-tax gain of approximately  $0.2 million recorded in
accumulated other comprehensive income in shareholders'  equity. The termination
date for the agreement is June 2003.

                                        Corrugated
                                  (Unbleached Kraftliner)
                               -------------------------------
Notional amount                       36,000 short tons
Average paid rate                      $400/short ton
Average receive rate           Floating rate/short ton - $415
Maturities through                        June 2003

Agrilink Foods is also exposed to commodity price risk related to forecasted
purchases of polyethylene in its manufacturing process. To mitigate this risk,
Agrilink Foods entered into a swap agreement on April 11, 2002 designated as a
cash flow hedge of its forecasted polyethylene purchases. The swap hedges
approximately 80 percent of its planned polyethylene requirements. The
termination date for the agreement is June 2003.

                                        Swap
                                    Polyethylene
                         -------------------------------------
Notional amount                    6,250,000 pounds
Average paid rate                     $.355/pound
Average receive rate     Floating rate with monthly settlement
Maturities through                    June 2003

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

The interest rate cap contract is for a period of two years and became effective
on October 5, 2001.  Approximately  62 percent of the  underlying  debt is being
hedged with this interest rate cap and protects against  three-month LIBOR rates
exceeding 5 percent.

In return for the cap, Agrilink Foods paid a one-time fee of approximately  $0.6
million that is marked to market over the life of the interest rate cap. Changes
in the  cap's  fair  value  are  deferred  to  other  comprehensive  income  and
reclassified to earnings when a hedged transaction occurs.


<PAGE>


The following summarizes Agrilink Foods' interest rate cap agreement:

                                            March 30, 2002
                                      ---------------------------
Interest Rate Cap:
Notional amount                              $250 million
   Premium paid                                $638,000
   Cap rate                                      5.0%
   Index                                     3-Month LIBOR
   Term                               October 2001 - October 2003

                                 OTHER MATTERS

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

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

                            MARKET AND INDUSTRY DATA

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

                           PART II. OTHER INFORMATION

ITEM 1- LEGAL PROCEEDINGS

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

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

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

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


<PAGE>


ITEM 2 CHANGES IN SECURITIES

During  January 2002,  the  Cooperative  issued shares of its Class A Cumulative
Preferred Stock in exchange for shares of its Non-Cumulative Preferred Stock, on
a share-for-share basis. Such exchange is exempt from registration under Section
3(a)(9) of the  Securities  Act of 1933.  The date and amount of the exchange is
set forth below:

       Date                  Number of Shares           Value of Shares
 -----------------           ----------------           ---------------

 January 27, 2002                  639                      $15,975


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     (a)  The  regional  annual  membership  meetings for the members of Pro-Fac
          were held as follows:

                Date             Region/District         City/State
          ----------------       ---------------      -------------------
          January 25, 2002        I/1 and I/2         Batavia, New York
          January 30, 2002           II/2             Bath, Illinois
          January 31, 2002           II/2             Eldorado, Illinois
          February 1, 2002            III             Columbus, Nebraska
          February 5, 2002            IV              Wilsonville, Oregon
          February 6, 2002            IV              Mt. Vernon, Washington
          February 8, 2002             V              Americus, Georgia
          February 27, 2002           I/3             Berlin, Pennsylvania
          February 28, 2002          II/1             Holland, Michigan

     (b)  Kenneth  Mattingly,  Paul  Roe,  Glen Lee  Chase,  and  Bruce Fox were
          re-elected  directors  for  a  three-year  term  as a  result  of  the
          elections at the regional  meetings held in January and February 2002.
          The  following  is a list of the  remaining  directors  whose terms of
          office continued after the regional meetings.

                 Name                   Term Expires
             ---------------            ------------
             Peter Call                     2003
             Robert DeBadts                 2003
             Steven D. Koinzan              2003
             Allan Overhiser                2003
             Darell D. Sarff                2003
             Tom Croner                     2004
             Dale Burmeister                2004
             Kenneth Dahlstedt              2004


             Following are the voting results from the regional meetings:

                                        Votes Cast For      Votes Cast Against
                                        --------------      ------------------
              Kenneth Mattingly              76                    0
              Paul Roe                       43                    0
              Glen Lee Chase                  7                    0
              Bruce Fox                      70                    0

     (c)  As part of the regional annual  membership  meetings,  Pro-Fac members
          considered  proposed  amendments to Pro-Fac's restated  certificate of
          incorporation  and  bylaws.  A total of 304  members as of January 25,
          2002,  were  present  or  represented.  A total of 294 votes were cast
          "for", 6 cast  "against",  and 4 "abstaining" to the amendments to the
          bylaws. A total of 295 votes were cast "for", 4 cast "against",  and 5
          "abstaining" to the amendments to the certificate of incorporation.


<PAGE>


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

     (a) Exhibits

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

                     <S>              <C>
                     3.1              Restated Certificate of Incorporation of Pro-Fac Cooperative, Inc.

                     3.2              Pro-Fac Cooperative, Inc. bylaws

                    10.1              Agrilink Foods, Inc. Key Executive Severance Plan - A
</TABLE>

     (b)  Reports on Form 8-K:

          On January 25,  2002,  the  Cooperative  filed a report on Form 8-K to
          report fiscal 2002 actual and plan operating results.

          On March  12,  2002,  the  Cooperative  filed a report  on Form 8-K to
          report that  Agrilink  Foods had entered into an  exclusive  letter of
          intent with Vestar Capital Partners.


<PAGE>







                                   SIGNATURES


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



                                              PRO-FAC COOPERATIVE, INC.



Date:  May 13, 2002                      BY:/s/   Earl L. Powers
       ------------                         --------------------------------
                                                  EARL L. POWERS
                                                     TREASURER
                                         (On Behalf of the Registrant and as
                                           Principal Financial Officer and
                                             Principal Accounting Officer)