Exhibit 3.2

                            PRO-FAC COOPERATIVE, INC.
                                     BYLAWS
                           (as amended March 4, 2002)

Article I:  Offices

          Section 1. Principal Office

               The  principal  office of the  Cooperative  shall be  located  in
          Rochester,  New York or such other place as the Board of Directors may
          from time to time designate.

Article II:  Member

          Section 1. Eligibility

               All persons, partnerships, firms, corporations,  institutions and
          business  organizations  of any kind which engage in the production of
          agricultural  products which can be marketed  through the  Cooperative
          shall  be  eligible  for  membership  in  the   Cooperative  as  shall
          cooperative corporations of such producers.

          Section 2. Application for Membership

               An applicant for  membership in the  Cooperative  shall file with
          the  Cooperative  an  application  for  membership  in such  form  and
          containing  such terms as shall be from time to time determined by the
          Board of Directors.  Included in the application  shall be a statement
          that the applicant agrees to (a) comply with and be bound by the terms
          and conditions contained in the Cooperative's  Restated Certificate of
          Incorporation  dated March 28, 2002,  as further  amended and restated
          from time to time (the  "Certificate of  Incorporation")  and in these
          Bylaws,  as  further  amended  from time to time (the  "Bylaws");  (b)
          purchase  the  required  number  of  shares  of  common  stock  of the
          Cooperative as established from time to time by the Board of Directors
          based  upon the  quantity  and  type of  agricultural  products  to be
          marketed  through the Cooperative by the applicant;  and (c) take into
          account,  pursuant to Section  1385 and 1388 of the  Internal  Revenue
          Code of 1986 as  amended,  the  stated  dollar  amount  of any and all
          written  notices  of  allocation  received  from the  Cooperative  and
          include such stated  dollar amount in his gross income for the year in
          which such written notices of allocation are received.

          Section 3. Approval of Application

               An  application  for  membership  may be approved by the Board of
          Directors as herein  provided if it is determined that the approval of
          the  application  will be for the mutual benefit of the members of the
          Cooperative  and consistent with the  accomplishment  of its corporate
          purposes.

          Section 4. Membership Committee

               The Board of Directors,  by  resolution  adopted by a majority of
          the entire Board of Directors,  may appoint a Membership Committee,  a
          majority of which shall be members of the Board of Directors,  each of
          whom shall hold office until such appointment is

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          rescinded and a successor  appointed  and  qualified.  The  Membership
          Committee  shall have such  functions and  responsibilities  as may be
          delegated by the Board of  Directors,  including,  but not limited to,
          approving or rejecting applications for membership and for transfer of
          common  stock by a  member.  In any  case  where  factual  information
          concerning  the  qualifications  of an  applicant is  insufficient  to
          determine  eligibility,  the matter may be referred by the  Membership
          Committee to the Commodity  Committee of the Cooperative (as described
          in Article VII of these  Bylaws) in or near the community in which the
          applicant  resides  for report and  recommendation  to the  Membership
          Committee.

          Section 5. Ownership and Transfer of Common Stock

          (a)  The common stock of the Cooperative  shall be issued to and owned
               by only persons, partnerships, firms, corporations, institutions,
               or  other  business  organizations  of any  kind  engaged  in the
               production of agricultural products (and cooperative corporations
               of such  producers)  whose  application  for  membership has been
               approved  and who  market  such  agricultural  products  annually
               through  the  Cooperative.  The term  "member"  shall refer to an
               owner of common stock of the Cooperative.

          (b)  No common stock shall be  transferred  without the prior  written
               consent of the Cooperative.

          (c)  Upon  the  death  of an  individual  member,  the  estate  of the
               deceased shall continue as a member of the Cooperative solely for
               the purpose of winding up the affairs of the  deceased  until all
               obligations of the deceased to the  Cooperative,  including those
               under the current commodity agreement, have been performed, after
               which the estate shall  dispose of its common stock in the manner
               specified in Section 7.

          (d)  Upon  determination by the Board of Directors that a member is no
               longer a producer of agricultural  products which he sells to the
               Cooperative,  then such member shall  dispose of his common stock
               in the Cooperative in the manner specified in Section 7.

          (e)  Should the  Cooperative  discontinue a crop, then it shall notify
               all members  whose  ownership of common stock is based upon their
               marketing  such crop  through  the  Cooperative  and direct  such
               members  within a time specified by the Board of Directors in its
               discretion to sell their common stock to the Cooperative for cash
               at the par value thereof,  plus any declared but unpaid dividends
               as of the date of such sale.

          (f)  Should  a  member  desire  or  be  required  by  the  Cooperative
               permanently  to reduce the  quantity  of a crop which he sells to
               the  Cooperative,  then such member shall in the manner specified
               in Section 7 of this Article, dispose of such number of shares of
               his common stock as is necessary to bring his ownership of common
               shares into the proper  relationship  to the quantity and type of
               agricultural products which he markets through the Cooperative as
               determined by the Board of Directors.



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          Section 6. Expulsion

          (a)  The Board of Directors,  acting through its Membership  Committee
               if it elects to do so, may expel any member of the Cooperative if
               it  determines  that such  member  (1) has  become in  default in
               payment of his  subscription  for common stock,  or (2) willfully
               fails to comply  with these  Bylaws or  otherwise  obstructs  the
               purposes  or proper  activities  of the  Cooperative,  or (3) has
               defaulted  in  his   obligation   under  the  general   marketing
               agreement,  crop  agreement,  or any  other  agreement  with  the
               Cooperative.

          (b)  A member  may be  expelled  from  the  Cooperative  only  after a
               hearing  before the  Membership  Committee.  The member  shall be
               given by mail or in person at least five days' written  notice of
               such  hearing,  which  indicates  the  intention to consider such
               expulsion  and  specifies  the proposed  reasons  therefore.  The
               member  shall be given an  opportunity  to appear and be heard at
               such hearing. If after such hearing the Committee determines that
               the member should be expelled,  he shall have the right to appeal
               the decision to the full Board of Directors.  The decision of the
               Board of Directors in such a case shall be final.

          (c)  If a member is expelled as provided herein, the Cooperative shall
               cause written notice of such action to be mailed to the member.

          (d)  A member expelled from the  Cooperative  under this Section shall
               dispose of his common stock as specified in Section 7.

          Section 7. Procedure on Transfer

               A member who is  obligated  to dispose of his common stock in the
          Cooperative shall do so as follows:

          (a)  A member  shall make a reasonable  effort to find another  grower
               who is willing to  purchase  the common  stock of such member and
               assume all his  obligations to the  Cooperative and who meets all
               requirements for membership in the  Cooperative.  The Cooperative
               may assist the member in finding such a grower and shall give the
               member a  reasonable  time  within  which  to try to find  such a
               grower.

          (b)  The Cooperative shall notify the member when such reasonable time
               has expired, at which time the member must then promptly sell his
               common stock to the Cooperative for cash at the par value thereof
               plus any  dividends  thereon  which have been declared but remain
               unpaid.

          Section 8. Rights of Transferees

               No one  shall  become  a  member  of the  Cooperative  unless  an
          application  for  membership is filed in accordance  with Section 2 of
          this Article and is approved as provided in Section 3 of this Article.



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Article III:  Meetings of Members

          Section 1. Meetings of Members

          (a)  Annual,   special  and  regional   meetings  of  members  of  the
               Cooperative  shall be held at such  time and  place and upon such
               terms  and  conditions  as shall be  determined  by the  Board of
               Directors.  Written notice of the time,  place and any particular
               known business to be transacted at such meeting shall be given by
               mailing,  not less than ten nor more than fifty days prior to the
               meeting,  postage prepaid, a copy of such notice directed to each
               eligible  voter at his  address as it appears on the books of the
               Cooperative.

          (b)  The Board of Directors may direct that, in lieu of or in addition
               to a single  annual or special  meeting of  members,  one or more
               regional  membership  meetings  be  held  in the  regions,  or in
               combinations   of  the  regions,   designated  by  the  Board  of
               Directors.  Such regional meetings shall be conducted as provided
               in this  Article  and as  otherwise  determined  by the  Board of
               Directors.

          (c)  Should  the Board of  Directors  direct the  holding of  regional
               meetings  of  members  as herein  provided,  then  notice of such
               meetings  shall be given to all  members  in each  region  in the
               manner provided in Section 1(a) of this Article.  If so requested
               by the Board of  Directors,  at a regional  meeting  the  members
               shall from their number elect a delegate and  alternate  delegate
               (who shall act if the  delegate is unable to serve) to  represent
               the members at any meeting of delegates.  Delegates and alternate
               delegates shall be selected and authorized to act as follows:

               (1)  Delegates  and  alternate  delegates  shall be nominated and
                    elected  in the  same  manner  as  provided  herein  for the
                    nomination and election of regional directors.

               (2)  Delegates  and  alternate  delegates  shall be elected for a
                    term of one year, or until their  successors  have been duly
                    elected  and  qualified.  At all  meetings  of  delegates  a
                    majority of the  delegates  (or any  alternate  delegates if
                    they are serving instead of the delegates)  shall constitute
                    a quorum.

               (3)  Any action required to be taken by the entire  membership of
                    the Cooperative may, if requested by the Board of Directors,
                    be taken in their  behalf by the  delegates  at a meeting of
                    delegates.

               (4)  To  the  maximum  extent  possible,  the  members  shall  at
                    regional meetings instruct their delegates as how to vote at
                    any meeting of delegates.  At any meeting of delegates  each
                    delegate shall, as to all matters voted upon by members at a
                    regional meeting,  have a number of votes equal to the total
                    votes cast by the  members  in his  region at such  regional
                    meeting, and he shall cast those votes in the same manner as
                    those votes were cast at the regional meeting.

               (5)  As  to  any  matter  properly  submitted  to  a  meeting  of
                    delegates  which has not been  voted  upon by  members  at a
                    regional meeting, each delegate

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                    shall cast in a manner  which he  believes to be in the best
                    interest of the  Cooperative  all votes available to be cast
                    by the members in the region represented by such delegate.

          Section 2. Special Meetings

               A special  meeting  of members  or  delegates  may be called by a
          majority of the Board of Directors  or of the members.  Notice of such
          special  meeting,  specifying the time, place and purpose for which it
          is called,  shall be given to each member (or if a delegate meeting is
          called,  to each  delegate) in the manner  provided in Section 1(a) of
          this Article.

          Section 3. Quorum & Voting

          (a)  At all  meetings  of  the  members,  the  members  present  shall
               constitute a quorum.  At any annual,  special or regional meeting
               of  members,  duly  called in  accordance  with these  Bylaws and
               applicable  law, the written vote of an absent  member  signed by
               him shall be received  and  counted,  provided he shall have been
               previously  notified in writing of the substance of the motion or
               resolution  upon  which  such vote is taken.  At all  annual  and
               special meetings of members and all regional  meetings of members
               with  respect  to  the  election  of  directors,   delegates  and
               alternate  delegates,  all decisions (except decisions on matters
               otherwise  regulated  by statute or  otherwise  governed by these
               bylaws)  shall be  determined by the majority vote of the members
               present  in person or voting by mail as herein  provided.  At all
               regional  meetings of members  other than those as they relate to
               the election of directors,  delegates or alternate delegates, all
               decisions  (except  decisions on matters  otherwise  regulated by
               statue or otherwise governed by these bylaws) shall be determined
               by the majority vote of the aggregate  number of members  present
               in  person  or  voting  by mail as  herein  provided  at all such
               regional meetings, taken in the aggregate.

          (b)  All voting by members  and  delegates  shall be as  described  in
               these Bylaws, and voting by proxy shall not be permitted.

          (c)  The  delegates  may  take  action  without  a  meeting  upon  the
               unanimous written consent of all of the delegates.

          Section 4. Inspectors of Election

               Two  inspectors of election shall be appointed by the chairman of
          the meeting at each annual  meeting or regional  meeting of members to
          serve for that meeting. If any inspector shall not be present or shall
          decline to serve,  the chairman shall appoint an inspector to fill his
          place.

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Article IV.  Directors

          Section 1. Number of Directors

               There shall be no fewer than  eleven (11) nor more than  eighteen
          (18)  directors  of the  Cooperative,  with  the  exact  number  to be
          determined from time to time by resolution of the Board.

         Section 2.  Term of Office

               Except  as  provided  in  Section  5(b) and (c) of this  Article,
          directors  shall  serve for the term of three (3) years or until their
          successors shall have been duly elected and qualified.

          Section 3. Election of Directors

          (a)  Directors shall be chosen by a plurality of the votes cast at any
               meeting  called for that  purpose,  and  substantially  one-third
               (1/3) of their number shall be elected each year.

          (b)  The Board of Directors shall divide the territorial area in which
               the  Cooperative  operates  into regions and shall  designate the
               number of  directors  to be  elected  from  each  region so as to
               attain reasonably  balanced regional  representation on the Board
               of Directors based upon the value of raw product delivered by the
               members  in  each  region.  The  Board  of  Directors  may in its
               discretion  further divide any region into  districts  within the
               region.

          (c)  The Board of  Directors  may  appoint a number  of  Directors  no
               greater than one-fifth (1/5) of the entire number of Directors to
               represent  primarily  the  interest of the general  public in the
               Cooperative.   Such   directors   need  not  be  members  of  the
               Cooperative.

          (d)  The members in each region  shall elect the director or directors
               for that region.  In any region which is divided into  districts,
               the members in each district  shall elect the directors from that
               district.

          Section 4. Nomination of Directors

          (a)  The  members  of each  region of the  Cooperative  shall  elect a
               nominating  committee  for their  region.  In any region which is
               divided into districts there shall be a nominating  committee for
               each  district  elected  by the  members  of the  district.  Each
               committee   member   shall   serve  for  a  two-year   term  with
               substantially one-half of the membership of the committee elected
               each year.

          (b)  Directors representing each region or district shall be nominated
               by the regional or district nominating committees formed pursuant
               to  these  Bylaws.   Additional   nominations  of  directors  may
               otherwise  be made only by members  from the floor of the meeting
               at which directors are to be elected.

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          (c)  All nominees for director, to be validly nominated must meet such
               qualifications  for office as are established  under these Bylaws
               or by law.

          Section 5. Revision of Regional Representation

          (a)  Should there be major shifts in the geographical  distribution of
               members  or the  production  of  raw  products  delivered  to the
               Cooperative, the Board of Directors shall redistribute the number
               of Directors representing one or more regions or shall revise the
               boundaries  of one or more  regions so as to maintain  reasonably
               balanced regional  representation on the Board of Directors based
               upon the value of raw product delivered in each region.

          (b)  In case the number of  Directors  representing  a region is to be
               reduced by a redistribution  as provided in Section 5(a), then in
               order to  facilitate  that  reduction  the Board of Directors may
               request  (but not  compel) the  resignation  as a director of all
               directors  from the region  (or from a district  within a region)
               affected  whose  terms will not have  expired as of the time such
               reduction is to become effective.

          (c)  In acting  pursuant to this Section 5, the Board of Directors may
               request the  nominating  committees  for the affected  regions or
               districts  to  nominate  members  for  election  to those  vacant
               directorships  which the region or  district  may be  entitled to
               elect  after the  redistribution  of director  representation  as
               provided  in this  Section 5. At a meeting of the  members of the
               affected  region or  district  called  upon such  terms as may be
               determined by the Board of Directors, directors may be elected to
               fill such vacant  directorships  as the  members of the  affected
               regions  or  districts   may  be  entitled  to  elect  after  the
               redistribution  of  director  representation  as provided in this
               Section 5. Such  directors  shall be nominated for and elected to
               such  directorships  for terms of one to three  years so that the
               terms of  substantially  one-third of all directors  shall expire
               each year.

          Section 6. Board Vacancies

               Vacancies  in the Board of  Directors  occurring  during the year
          caused by death, resignation or otherwise, may, until the next meeting
          of members called for the election of a successor director,  be filled
          by a majority  vote of the  remaining  directors at any meeting of the
          Board of  Directors.  Vacancies  shall be filled by  members  from the
          region or district in which the vacancy occurs.

          Section 7. Compensation

               Directors,  as such, shall not receive any stated salary,  but as
          fixed by  resolution  of the  Board  of  Directors,  a stated  sum and
          expenses  of  attendance  may be  allowed  for such  meetings  as they
          necessarily attend in behalf of the Cooperative.

          Section 8. Power of Directors

               Subject to the provisions of the Certificate of Incorporation and
          of these Bylaws,  the business of the Cooperative shall be managed and
          conducted  by the Board of  Directors.  The Board may adopt  rules and
          regulations for the conduct of its meetings and

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          for the  management  of the affairs of the  Cooperative  and may adopt
          additional  bylaws  consistent  with the laws of the State of New York
          and with these Bylaws,  provided such additional  bylaws are submitted
          for the approval of members at the next annual meeting, or at the next
          regional meeting of members held in lieu of an annual meeting, or at a
          special meeting called for such purpose.

          Section 9. Committees of the Board

               The Board of Directors,  by  resolution  adopted by a majority of
          the entire board,  may  designate  from among its members an executive
          committee  and  other  committees,  each  consisting  of three or more
          directors,  and  each  of  which,  to  the  extent  provided  in  such
          resolution,  shall have all the  authority of the Board,  except as to
          the following matters:

          (a)  The  submission  to members of any  action  that by law  requires
               authorization of members;

          (b)  The  filling of  vacancies  in the Board of  Directors  or in any
               committee;

          (c)  The fixing of  compensation  of any  director  for serving on the
               Board or on any committee;

          (d)  The  amendment  or repeal of the Bylaws,  or the  adoption of new
               bylaws; and

          (e)  The  amendment  or  repeal  of any  resolution  of the  Board  of
               Directors  which  by  its  terms  shall  not be so  amendable  or
               repealable.

               The Board of Directors  may  designate  one or more  directors as
          alternate  members of any such  committee,  who may replace any absent
          member  or  members  at any  meeting  of  such  committee.  Each  such
          committee  (and each  member  of such  committee)  shall  serve at the
          pleasure of the Board of Directors.

               Each committee, by resolution adopted by a majority of the entire
          committee, may appoint subcommittees and each such subcommittee may be
          referred to as a "committee" of the Board. Such subcommittees,  to the
          extent  provided in the  resolution,  shall have the  authority of the
          Board, except as to the matters enumerated in (a) - (e) above.

Article V:  Meetings of Directors

          Section 1. Place of Meetings

               All  meetings  of the  Board  of  Directors  shall be held at the
          principal  office of the  Cooperative  or at such other  places as the
          Board of Directors, from time to time, may determine.

          Section 2. Regular Meetings

               Regular  meetings of the Board of Directors shall be at such time
          as may be fixed by the directors for regular meetings.


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          Section 3. Special Meetings

               Special  meetings of the Board of Directors  may be called by the
          president or the secretary and shall be called by the president at any
          time at the request of any three directors.

          Section 4. Notice

               Written notice of each regular  meeting of the Board of Directors
          shall be mailed to each  director  not less than five days before each
          regular  meeting.  Notice of special  meetings shall be given not less
          than five days  before the  meeting,  if given by mail,  or three days
          before the meeting, if given by telephone or telegram, and such notice
          shall state the purpose of the  meeting.  No other  business  shall be
          transacted at a special  meeting except with the unanimous  consent of
          all directors. Notice of meeting need not be given to any director who
          submits a signed waiver of notice whether before or after the meeting,
          or who attends the meeting without protesting, prior to the meeting or
          at its commencement, the lack of notice to him.

          Section 5. Quorum

               A majority of all the directors shall constitute a quorum for the
          transaction of business at any meeting.

          Section 6. Official Acts of the Board

               Each of the official acts of the Board of Directors shall be by a
          majority vote of the directors  present at any duly convened  meeting.
          The Board may take action without a meeting upon the unanimous written
          consent of all the Directors.

Article VI:  Officers

          Section 1. Officers and Agents

          (a)  The  officers of the  Cooperative  shall be a  president,  a vice
               president, a secretary,  a treasurer,  and a general manager, who
               shall be elected by the Board of Directors immediately after each
               annual meeting of members or delegates.  Any two of the aforesaid
               offices, except those of president and secretary,  may be held by
               the same person.

          (b)  The  Board  may  elect  such  other  officers  as it  shall  deem
               necessary,  who shall have such  authority and shall perform such
               duties as from time to time shall be prescribed by the Board.

          Section 2. Term of Office

               The  officers of the  Cooperative  shall hold office for one year
          and until their  successors are chosen and qualify in their stead. Any
          officer  may be  removed  at any  time  by the  affirmative  vote of a
          majority  of the  directors.  If any  office  becomes  vacant  for any
          reason, the vacancy shall be filled by the Board of Directors.


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          Section 3. President

               The president shall be a member and director of the  Cooperative;
          he shall preside at all meetings of members, delegates and directors.

          Section 4. Vice President

               The  vice  president  shall  be a  member  and  director  of  the
          Cooperative,  in the absence or disability of the president,  he shall
          perform the duties and exercise the power of the  president.  He shall
          also  perform  such  other  duties  as the  Board of  Directors  shall
          prescribe.

          Section 5. Secretary

               The secretary shall attend all meetings of the Board of Directors
          and of the members or delegates and shall

          (a)  give or cause to be given a notice of all  meetings  of  members,
               shareholders, delegates and the Board of Directors,

          (b)  record  or cause to be  recorded  all votes  and  minutes  of the
               proceedings of such meetings,

          (c)  have custody of the seal of the  Cooperative  and affix it to any
               instrument when authorized by the Board of Directors,

          (d)  perform  or cause to be  performed  such  other  duties as may be
               prescribed by the Board of Directors.

          Section 6. Treasurer

               The treasurer shall

          (a) have custody of the funds of the Cooperative,

          (b)  keep or cause to be kept full and accurate accounting of receipts
               and disbursements in books belonging to the Cooperative,

          (c)  deposit or cause to be  deposited,  all money and other  valuable
               effects in the name and to the credit of the  Cooperative in such
               depositories as may be designated by the Board of Directors,

          (d)  disburse or cause to be disbursed,  the funds of the  Cooperative
               as may be  ordered  by the  Board  of  Directors,  taking  proper
               vouchers for such disbursements,

          (e)  render or cause to be rendered to the  president,  directors  and
               members an accounting of all his transactions as Treasurer and of
               the financial condition of the Cooperative,
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          (f)  give, or cause to be given to the Cooperative, if required by the
               Board of  Directors,  a bond in such sum or sums with such surety
               or sureties as shall be  satisfactory  to the Board,  conditioned
               upon the faithful  performance of his duties and for  restoration
               to the Cooperative in case of his death, resignation, retirement,
               or removal from office, of all books, papers, vouchers, money and
               other  property of whatever  kind in his  possession or under his
               control belonging to the Cooperative.

          Section 7. General Manager

               The General Manager shall be the chief  executive  officer of the
          Cooperative and shall see that all orders and resolutions of the Board
          of Directors are carried into effect.

Article VII:  Commodity Committees

          Section 1. Formation

               There shall be a commodity  committee  representing the member(s)
          for each of the major crops produced for the Cooperative as determined
          by the Board of Directors.

          Section 2. Committee Members

               The number,  distribution,  and method of  election of  committee
          members,  each of whom shall be a member of the Cooperative,  shall be
          determined by the Board of Directors.

          Section 3. Purpose

               Commodity  Committees  are  charged  with the  responsibility  of
          counseling  and  advising  the Board of  Directors  and  officers  and
          management of the Cooperative on matters generally associated with the
          specific  crop,  the growers of which they  represent.  The committees
          shall also act in matters referred to them by the membership committee
          under  Article  II,  Section 4  hereof,  and  shall  have  such  other
          functions as may be delegated by the Board.

Article VIII:  Investment Summaries and Shares of Stock

          Section 1. Investment Summaries

               To the extent a determination  to issue  certificates is not made
          pursuant to Section 2 of this Article,  the  Cooperative  shall issue,
          not less frequently than annually, investment summaries to each member
          or  shareholder of the  Cooperative,  which shall set forth the entire
          interest of the member or  shareholder  in the  Cooperative  as of the
          date it is issued.

          Section 2. Certificates of Stock

               The Board of Directors  may determine to issue  certificates  for
          some or all of its capital  stock.  The  certificates  of stock of the
          Cooperative  shall  be  numbered  and  entered  in  the  books  of the
          Cooperative as they are issued. They shall exhibit the holder's name

<PAGE>


          and the number of shares and shall be signed by the  president or vice
          president and the treasurer or an assistant treasurer or the secretary
          or an assistant secretary.

          Section 3. Lost Certificates

               Should  it  appear  that  a  stock  certificate   issued  by  the
          Cooperative  has been lost,  the Board of Directors  may direct that a
          new certificate or certificates be issued in place of any certificates
          theretofore  issued by the  Cooperative,  alleged to have been lost or
          destroyed,  upon the making of an  affidavit of the fact by the person
          claiming  the  certificate  of  stock  to be lost or  destroyed.  When
          authorizing such issue of a new certificate or certificates, the Board
          of Directors may, in its  discretion  and as a condition  precedent to
          the  issuance  thereof,  require  the owner of such lost or  destroyed
          certificate or certificates, or his legal representative, to advertise
          the  same  in  such  manner  as  it  shall  require  and/or  give  the
          Cooperative a bond in such sum and with such surety or sureties as may
          direct as  indemnity  against  any claim that may be made  against the
          Cooperative with respect to the certificate  alleged to have been lost
          or destroyed.

          Section 4. Stock Ownership

               The  Cooperative  shall be entitled to treat the holder of record
          of any  share or shares of stock as the  holder in fact  thereof,  and
          accordingly  shall not be bound to  recognize  any  equitable or other
          claim to or  interest  in such  share on the part of any other  person
          whether or not it shall have express or other notice  thereof,  except
          as expressly provided by the laws of New York.

          Section 5. Closing of Transfer Books or Fixing of Record Date

               The Board of Directors may prescribe a period not exceeding fifty
          days prior to the date of meetings of the members and  shareholders or
          prior to the last day on which the  consent or dissent of members  and
          shareholders  may be effectively  expressed for any purpose  without a
          meeting,  during  which  no  transfer  of  stock  on the  books of the
          Cooperative  may be made;  or in lieu of  prohibiting  the transfer of
          stock,  may fix a time not more than  fifty  days prior to the date of
          any  meeting of members and  shareholders  or prior to the last day on
          which the  consent  or  dissent of  members  and  shareholders  may be
          effectively  expressed for any purpose without a meeting,  as the time
          of which members and shareholders entitled to notice of and to vote at
          such a meeting  or whose  consent or  dissent  is  required  or may be
          expressed  for any purpose,  as the case may be, shall be  determined;
          and all  persons  who were  holders of record of voting  stock at such
          time and no others  shall be entitled to notice of and to vote at such
          meeting or to express  their  consent or dissent,  as the case may be.
          The Board of Directors  may also fix a time not  exceeding  fifty days
          preceding the date fixed for the payment of any dividend or the making
          of any  distribution,  or for the  delivery of evidence of rights,  or
          evidence  of  interests  arising  out of  any  change,  conversion  or
          exchange of capital stock, as a record time for the  determination  of
          the members and  shareholders  entitled to receive any such  dividend,
          distribution,  rights or  interests,  or at its option,  in lieu of so
          fixing a record time, may prescribe a period not exceeding  fifty days
          prior to the date for such payment,  distribution  or delivery  during
          which no  transfer  of stock on the  books of the  Cooperative  may be
          made.

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Article IX:  Processing and Marketing

          Section 1. Agent Growers

               A member of the  Cooperative  may on a temporary  basis  contract
          with  another  grower  who may,  but  need  not be,  a  member  of the
          Cooperative,  to fulfill all or a part of the member's  obligation  to
          deliver crops to the Cooperative,  provided such agreement is approved
          by the  Membership  Committee of the Board of  Directors.  Such grower
          shall be referred to as an "agent grower."

          Section 2. Delivery of Members' Products

               It shall be the duty of every  member and agent grower to deliver
          his crops to the  Cooperative  for  marketing in  accordance  with the
          terms and conditions of, and in the amounts  specified in, the general
          marketing  agreement,  the annual crop  agreements,  or any  agreement
          between  him  and  the  Cooperative.  It  shall  be  the  duty  of the
          Cooperative  to receive and market such crops in  accordance  with the
          terms and conditions of all such agreements.

          Section 3. Cooperative's Control

               All  handling  of the  products  of  members  and  agent  growers
          produced under agreement with the  Cooperative  shall upon delivery to
          the  Cooperative  be  under  the  full and  exclusive  control  of the
          Cooperative  and its agents and  representatives,  and the Cooperative
          shall  have  the  full and  unqualified  right  to take  title to such
          products and process,  sell,  mortgage,  pledge or otherwise encumber,
          dispose of or transfer them and to sue on,  enforce and compromise any
          rights  or  claims  arising  out of  any  transaction  involving  such
          products.  No member or agent  grower  shall  have any rights or shall
          exercise any control  over any products  delivered by virtue of having
          furnished  such products,  other than as may be expressly  provided in
          these Bylaws or in any agreement with the Cooperative.

          Section 4. Liens

               The Cooperative shall have a lien upon all of the products of any
          member or agent grower to be marketed through the Cooperative, whether
          harvested or growing, and upon all sums payable to the member or agent
          grower,  as security  for the payment to the  Cooperative  of all sums
          owing from such member or agent at any time, including the sums due as
          damages pursuant to any crop purchase or other agreement.

          Section 5. Non-Member Dealings

               The Cooperative shall have the right to handle the products of or
          otherwise deal with  non-members upon such terms and conditions as the
          Board of  Directors  may from  time to time  determine,  but the total
          value of all such  products  shall not exceed  the total  value of all
          products handled for its members.



<PAGE>


          Section 6. Other Activities

               The  Cooperative  shall  have the right to  engage in such  other
          activities,  including but not limited to, the furnishing of equipment
          and supplies to members and agent growers,  research and  advertising,
          as may be conducive to the attainment of its purposes.

Article X:  Proceeds and Disposition of Proceeds

          Section 1. Commercial Market Value

               The Board of Directors  shall each year  determine the commercial
          market  value of each crop  marketed  through  the  Cooperative.  Such
          commercial market value is to be a weighted average of the prices paid
          by commercial processors for similar crops sold for similar or related
          uses in the same or competing  marketing  areas,  as determined by the
          Board of  Directors  in  agreement  with the  Board  of  Directors  of
          Agrilink Foods.

          Section 2. Pools

               The  Cooperative  shall  operate with a single  pool,  unless the
          Board of Directors determines that additional pools are advisable. The
          term  "pool"  means  the  grouping  together  each  fiscal  year,  for
          accounting   purposes,   of  the   operations   concerned   with   the
          determination  of  proceeds  derived  from a  commodity  or  group  of
          commodities.

          Section 3. Patronage Proceeds

               The  patronage  proceeds  of the  Cooperative  shall be its gross
          receipts  derived  from  sources  which under law qualify as patronage
          income,  including income from the sale of raw products and all income
          from other patronage  sources,  less its operating  expenses  properly
          attributable  to the  production of such patronage  income,  including
          overhead,  interest,  dividends on capital  stock to the extent funded
          from  current  earnings,  maintenance,   depreciation,   obsolescence,
          depletion, bad debts, and other proper costs, all as determined by the
          Board of Directors in accordance with regular  business  practices and
          sound  accounting  principles.  Since  entering into the Marketing and
          Facilitation  Agreement  with Agrilink  Foods,  Inc. dated November 3,
          1994, as amended,  the  Cooperative  generally does not directly incur
          overhead,   interest,   maintenance,    depreciation,    obsolescence,
          depletion,  and bad debts  which are  incurred at the  Agrilink  Foods
          level.  Capital  gains and  capital  losses  shall be  distributed  as
          determined  by  the  Board  of  Directors  in  its  discretion   after
          considering the current federal income tax law and regulations.

          Section  4.  Members'  Share  of  Patronage  Proceeds;   Reduction  of
                       Commercial Market Value

               Each  member's  and each  agent  grower's  pro rata  share of the
          patronage  proceeds  shall be  determined  annually  by  dividing  the
          patronage  proceeds by the total raw product value (commercial  market
          value  times  total  quantity  delivered);  this gives the  percent of
          commercial market value earned.  The multiplication of that percentage
          by the raw product  value  delivered  by each member and agent  grower
          determines the pro rata share of patronage proceeds of each member and
          agent grower.


<PAGE>


               In any year in which patronage proceeds as determined pursuant to
          Sections 3, 4 and 8 are less than commercial  market value  determined
          pursuant to Section 1, there shall be paid or allocated to each member
          and agent  grower as the  purchase  price for his crops as provided in
          Section 5 only the amount of  commercial  market  value as  determined
          pursuant to Section 1 reduced by the amount equal to each  member's or
          agent grower's share of the difference  between such commercial market
          value and the  patronage  proceeds.  In addition,  in any such year in
          which patronage  proceeds are less than commercial market value, there
          shall be paid to each  member  and  agent  grower  his  share of funds
          available  for such payment  pursuant to any  commercial  market value
          stabilization program adopted by the Board of Directors, up to a total
          payment or  allocation of full  commercial  market value as determined
          under  Section 1 or the maximum  amount  available  under the program,
          whichever is less.

               In any year in which patronage proceeds as determined pursuant to
          Sections 3, 4 and 8 are less than commercial  market value  determined
          pursuant to Section 1, any reduction in accordance  with the preceding
          paragraph of this Section 4 shall be accomplished as determined by the
          Board of Directors of the Cooperative.

               Notwithstanding  any provision herein to the contrary,  the Board
          of Directors of the  Cooperative  may elect to retain a portion or all
          of the  patronage  proceeds  otherwise  payable as  necessary  for the
          operations of the Cooperative or its subsidiary, Agrilink Foods, Inc.,
          and for the  establishment  of such  reserve  funds  as the  Board  of
          Directors deems fair and reasonable.

          Section 5. Payment of Patronage Proceeds

               Without  any  further  action on the part of any  officer  or the
          Board  of  Directors  of the  Cooperative,  the  Cooperative  shall be
          absolutely  liable for the payment or allocation as herein provided to
          each  member  and  agent  grower  of the pro rata  share of  patronage
          proceeds  of each  member  and agent  grower  determined  pursuant  to
          Section 4. Such  payment  allocation  shall be  accomplished  annually
          within  eight and  one-half  months of the close of the fiscal year of
          the Cooperative.

          Section 6. Retention of Patronage Proceeds

               In any year in which patronage proceeds as determined pursuant to
          Sections  3,  4,  and 8  are  greater  than  commercial  market  value
          determined  pursuant to Section 1, and upon such terms and  conditions
          and in such amounts as are deemed  advisable in the  discretion of the
          Board  of  Directors,  a  portion  of the  patronage  proceeds  may be
          retained  in the  Cooperative  for use as working  capital or for such
          other  purposes as may be determined  by the Board of Directors.  Such
          portion of the patronage proceeds so retained shall be allocated among
          the members and agent growers  entitled  thereto,  and the Cooperative
          shall cause written notice of such  allocation to be sent to each such
          member and agent grower.  Subject to any  limitations or  restrictions
          that may be imposed in the  financing  documents,  the  balance of the
          patronage proceeds not so retained shall be paid in cash.



<PAGE>


          Section 7. Taxable Income of Members

               Each member of the  Cooperative,  and, as applicable,  each agent
          grower as described in Article IX, Section 1, shall take into account,
          pursuant to Section 1385 and 1388 of the Internal Revenue Code of 1986
          as amended, the stated dollar amount of any and all written notices of
          allocation received from the Cooperative and shall include such stated
          dollar  amount in his gross  income for tax  purposes  for the year in
          which such written notice of allocation is received.

          Section 8. Non-Patronage Proceeds

               The non-patronage  proceeds of the Cooperative shall be its gross
          receipts  derived  from all sources  which under law do not qualify as
          patronage  income,  less all  expenses  properly  attributable  to the
          production of such non-patronage income.  Non-patronage proceeds shall
          be used in behalf of the  Cooperative  and its  members in  accordance
          with  such  lawful  purposes  as may be  determined  by the  Board  of
          Directors.   In  any  year  in  which  non-patronage  expenses  exceed
          non-patronage  income so that  there is a loss from the  non-patronage
          activities  of the  Cooperative,  such  non-patronage  loss  shall  be
          deducted  from  patronage  proceeds   determined  in  accordance  with
          Sections 3 and 4 of this  article  before  payment and  allocation  of
          patronage  proceeds  is  made  pursuant  to  Sections  5 and 6 of this
          article.

          Section 9. Dissolution.

          (a)  Upon  dissolution or other  termination of the Cooperative or its
               business,  after the payment of all debts,  amounts  allocated to
               members but retained by the Cooperative shall be paid in full, or
               on a pro rata basis  without  priority,  before  any  liquidating
               dividends are declared on or with respect to capital stock of the
               Cooperative.

          (b)  After the  payments  provided  for above in  subsection  (a), the
               holders of the  Cooperative's  preferred  stock  (the  "Preferred
               Stock")  shall be entitled  to be paid,  before any sums shall be
               paid or any assets  distributed to holders of common stock out of
               assets of the Cooperative  available for  distribution to holders
               of the Cooperative's  capital stock, their liquidation amounts or
               preferences  as  provided  in the  Cooperative's  Certificate  of
               Incorporation.

          (c)  After payments to the holders of Preferred  Stock, and subject to
               the preferences  upon  liquidation,  dissolution or winding up of
               the holders of Preferred  Stock,  holders of each share of common
               stock  shall be  entitled  to be paid,  out of the  assets of the
               Cooperative   available  for   distribution  to  holders  of  the
               Cooperative's  capital stock, the sum of $5.00 (plus declared but
               unpaid dividends) per share of common stock. If the assets of the
               Cooperative are insufficient to permit payment in full to holders
               of common stock as provided in this Section 9(c), then the entire
               assets of the  Cooperative  available for  distribution  shall be
               distributed  ratably  among  the  holders  of  the  common  stock
               according  to the  respective  amounts  which would be payable in
               respect of the shares held by them upon such  distribution if all
               amounts  payable on or with  respect to said  shares were paid in
               full.

<PAGE>


          (d)  After  payment  shall  have been made in full to the  holders  of
               preferred and common stock,  all remaining  assets  available for
               distribution  shall be  distributed  among  the  members  to whom
               interests  in  funds  retained  by  the  Cooperative   have  been
               allocated  during the preceding  five fiscal years and the fiscal
               year  of  dissolution  in such  proportion  as the  total  of the
               amounts allocated to each member during such period shall bear to
               the total of the amounts allocated to all members but retained by
               the Cooperative during such period.

          Section 10. Guarantee

               The  Cooperative  may, by  resolution  of the Board of Directors,
          guarantee and endorse the notes,  checks,  drafts or borrowings of any
          other  corporation,  and any  bank or  trust  company  shall  be fully
          protected  under any such guarantee or  endorsement  upon receipt of a
          copy of any such  resolution  duly  certified by the  secretary of the
          Cooperative.

          Section 11. Fiscal Year

               The fiscal year of the  Cooperative  shall be as determined  from
          time to time by the Board of Directors of the Cooperative.

Article XI:  Dividends

          Section 1. Declaration

               Dividends  upon  the  capital  stock  of the  Cooperative  may be
          declared by the Board of Directors at any regular or special  meeting,
          subject  to  the   provisions  of  law  and  of  the   Certificate  of
          Incorporation relating thereto.

Article XII:  Miscellaneous Provisions

          Section 1. Seal

               The seal of the Cooperative shall be circular in form and contain
          the  name of the  Cooperative,  the year of its  organization  and the
          words,  "Corporate Seal, New York". The seal may be used by causing it
          to be impressed directly on the instrument or writing to be sealed, or
          upon an adhesive substance affixed thereto.  The seal on any corporate
          instrument may be a facsimile, engraved or printed.

          Section 2. Roberts Rules of Order

               To  the  extent  that  issues  concerning  the  operation  of the
          Cooperative are not resolved by law, the Certificate of Incorporation,
          or these Bylaws,  are to be  determined  in  accordance  with the most
          recent  edition of Roberts  Rules of Order  published at the time such
          issue arises.



<PAGE>


          Section 3. Amendments

               These  Bylaws  may be amended  by the Board of  Directors  as set
          forth in Article  IV,  Section 8,  hereof,  and may also be amended or
          repealed,  or  new  bylaws  adopted,  at any  meeting  of  members  or
          delegates by the  affirmative  vote of two-thirds of the votes cast by
          the  members  voting,  either  in  person  or by mail,  providing  the
          substance of the proposed amendment has been inserted in the notice of
          such meeting.