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 September 29, 2001

                                       OR

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

                        For the transition period from to

                               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 (716) 383-1850

0the 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 November 3, 2001.

                        Class A Common Stock - 2,000,474







<PAGE>


                          PART I. FINANCIAL INFORMATION

ITEM I.  FINANCIAL STATEMENTS

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

<TABLE>
(Dollars in Thousands)


                                                                                                             Quarter Ended
                                                                                                  September 29,        September 23,
                                                                                                      2001                 2000
                                                                                                  -------------         -----------

<S>                                                                                                <C>                  <C>
Net sales                                                                                          $  249,232           $  281,523
Cost of sales                                                                                        (203,362)            (229,037)
                                                                                                   ----------           ----------
Gross profit                                                                                           45,870               52,486
Selling, administrative, and general expense                                                          (32,839)             (31,173)
Restructuring                                                                                          (1,050)                   0
Gain from pension curtailment                                                                           2,472                    0
Income from joint venture                                                                                 248                  275
                                                                                                   ----------            ---------
Operating income                                                                                       14,701               21,588
Interest expense                                                                                      (19,213)             (21,526)
                                                                                                   ----------           ----------
(Loss)/income before taxes, dividends, and allocation of net proceeds                                  (4,512)                  62
Tax benefit/(provision)                                                                                 1,784                 (843)
                                                                                                   ----------           ----------
Net loss                                                                                           $   (2,728)          $     (781)
                                                                                                   ==========           ==========
Allocation of net proceeds:
   Net loss                                                                                        $   (2,728)          $     (781)
   Dividends on common and preferred stock                                                             (2,509)              (2,370)
                                                                                                   ----------           ----------
   Net deficit                                                                                         (5,237)              (3,151)
   Allocation from earned surplus                                                                       5,237                3,151
                                                                                                   ----------           ----------
   Net proceeds available to Class A members                                                       $        0           $        0
                                                                                                   ==========           ==========

Net proceeds available to Class A members:
   Estimated cash payment                                                                          $        0           $        0
   Qualified retains                                                                                        0                    0
                                                                                                   ----------           ----------
   Net proceeds available to Class A members                                                       $        0           $        0
                                                                                                   ==========           ==========

Net loss                                                                                           $   (2,728)          $     (781)
Other comprehensive income
   Unrealized (loss)/gain on hedging activity                                                            (440)               2,304
                                                                                                   ----------           ----------
Comprehensive income                                                                               $   (3,168)          $    1,523
                                                                                                   ==========           ==========

<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
(Dollars in Thousands)                                        ASSETS
                                                                                        September 29,      June 30,    September 23,
                                                                                           2001              2001          2000
                                                                                        -------------     ----------   -------------
Current assets:                                                                          (Unaudited)                    (Unaudited)
<S>                                                    <C>          <C>          <C>      <C>             <C>           <C>
   Cash and cash equivalents                                                              $    8,088      $    7,656    $    6,268
   Accounts receivable, trade, net                                                            92,954          85,543       124,996
   Accounts receivable, co-pack activity and other                                            22,773           7,949        17,845
   Income taxes refundable                                                                       609             938         3,807
   Inventories                                                                               419,131         313,856       454,565
   Current investment in CoBank                                                                2,665           3,998         1,951
   Prepaid manufacturing expense                                                                  62          22,427             0
   Prepaid expenses and other current assets                                                  18,590          19,603        24,955
   Current deferred tax assets                                                                 2,202           2,202        12,176
                                                                                          ----------      ----------    ----------
           Total current assets                                                              567,074         464,172       646,563
Investment in CoBank                                                                          10,660          10,660        16,203
Investment in joint venture                                                                    8,222           8,018         7,049
Property, plant, and equipment, net                                                          301,342         305,531       342,518
Assets held for sale, at net realizable value                                                    120             120           339
Goodwill                                                                                      52,336          52,336        54,711
Intangible assets, net                                                                       196,145         196,441       201,424
Other assets                                                                                  25,131          24,073        29,585
                                                                                          ----------      ----------    ----------
           Total assets                                                                   $1,161,030      $1,061,351    $1,298,392
                                                                                          ==========      ==========    ==========
                                           LIABILITIES AND SHAREHOLDERS' AND MEMBERS' CAPITALIZATION
Current liabilities:
   Notes payable - Agrilink Foods                                                         $  130,900      $        0    $   99,000
   Current portion of debt - AgriFrozen Foods                                                      0               0        79,426
   Current portion of obligations under capital leases                                           316             316           218
   Current portion of long-term debt                                                          15,585          15,599        16,595
   Accounts payable                                                                           94,315         117,931       102,185
   Accrued interest                                                                           12,798           9,253        16,449
   Accrued employee compensation                                                               9,738          10,081        12,975
   Other accrued expenses                                                                     46,307          49,345        64,253
   Dividends payable                                                                               0              36             0
   Amounts due Class A members                                                                21,701          17,983        29,913
                                                                                          ----------      ----------    ----------
           Total current liabilities                                                         331,660         220,544       421,014
Obligations under capital leases                                                                 571             571           520
Long-term debt                                                                               628,576         631,128       639,280
Deferred tax liabilities                                                                      26,376          26,376        36,824
Other non-current liabilities                                                                 27,494          29,417        33,758
Non-controlling interest in AgriFrozen Foods                                                       0               0         8,000
                                                                                          ----------      ----------    ----------
           Total liabilities                                                               1,014,677         908,036     1,139,396
                                                                                          ----------       ---------    ----------
Commitments and contingencies
Class B cumulative redeemable preferred stock, liquidation
   preference $10 per share, authorized 500,000 shares; issued and
     outstanding, 23,923, 23,923 and 23,644 shares, respectively                                239              239           237
Class A common stock, par value $5, authorized 5,000,000 shares
                                                      September 29,  June 30,   September 23,
                                                          2001         2001         2000
                                                      -----------   ---------   -------------
Shares issued                                          2,000,474    2,257,479    2,132,981
Shares subscribed                                         96,443       97,243      233,977
                                                       ---------    ---------    ---------
           Total subscribed and issued                 2,096,917    2,354,722    2,366,958
Less subscriptions receivable in installments            (96,443)     (97,243)    (233,977)
                                                       ---------    ---------    ---------
           Total issued and outstanding                2,000,474    2,257,479    2,132,981    10,002          11,287        10,665
                                                       =========    =========    =========
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                                                     10,699          10,699        16,591
   Non-qualified allocation to members                                                             0               0           300
   Non-cumulative preferred stock, par value $25; authorized
     5,000,000 shares; issued and outstanding 32,308,
       32,308, and 34,400 shares, respectively                                                   808             808           860
   Class A cumulative preferred stock, liquidation preference
     $25 per share; authorized 10,000,000 shares; issued and
       outstanding 4,495,443, 4,495,443, and 4,249,007 shares,
         respectively                                                                        112,386         112,386       106,225
   Special membership interests                                                                    0               0             0
   Earned surplus                                                                             12,614          17,851        22,339
   Accumulated other comprehensive income/(loss):
     Unrealized gain on hedging activity                                                         178             618         2,304
     Minimum pension liability adjustment                                                       (573)           (573)         (525)
                                                                                          ----------      ----------    ----------
           Total shareholders' and members' capitalization                                   136,112         141,789       148,094
                                                                                          ----------      ----------    ----------
           Total liabilities and capitalization                                           $1,161,030      $1,061,351    $1,298,392
                                                                                          ==========      ==========    ==========

<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
(Unaudited)
(Dollars in Thousands)

                                                                                                         Quarter Ended
                                                                                              September 29,          September 23,
                                                                                                   2001                    2000
                                                                                              -------------          -------------
Cash flows from operating activities:
     Net loss                                                                                  $    (2,728)           $      (781)
     Adjustments to reconcile net loss to net cash used in operating activities:
       Depreciation                                                                                  7,663                  8,230
       Amortization of goodwill and certain intangible assets                                          296                  2,514
       Amortization of debt issue costs, amendment costs, and discount on subordinated
         promissory notes                                                                            1,355                  1,292
       Interest-in-kind on subordinated promissory note                                                  0                    402
       Equity in undistributed earnings of joint venture                                              (248)                  (275)
       Change in assets and liabilities:
         Accounts receivable                                                                       (22,235)               (31,288)
         Inventories and prepaid manufacturing expense                                             (82,910)               (86,270)
         Income taxes refundable                                                                       329                  6,062
         Accounts payable and other accrued expenses                                               (23,488)                15,138
         Amounts due Class A members                                                                 3,718                  8,217
         Other assets and liabilities, net                                                          (1,571)                (3,268)
                                                                                               -----------           ------------
Net cash used in operating activities                                                             (119,819)               (80,027)
                                                                                               -----------           ------------
Cash flows from investing activities:
     Purchase of property, plant and equipment                                                      (3,516)                (8,448)
     Proceeds from disposals                                                                            20                  5,057
     Proceeds from investment in CoBank                                                              1,333                    976
                                                                                               -----------           ------------
Net cash used in investing activities                                                               (2,163)                (2,415)
                                                                                               -----------           ------------
Cash flows from financing activities:
     Net proceeds from issuance of short-term debt                                                 130,900                 94,000
     Payments on long-term debt                                                                     (2,998)                (6,184)
     Cash paid for debt amendments                                                                  (1,694)                (1,730)
     Repurchase of common stock                                                                     (1,285)                     0
     Cash dividends paid                                                                            (2,509)                (2,370)
                                                                                               -----------           ------------
Net cash provided by financing activities                                                          122,414                 83,716
                                                                                               -----------           ------------
Net change in cash and cash equivalents                                                                432                  1,274
Cash and cash equivalents at beginning of period                                                     7,656                  4,994
                                                                                               -----------           ------------
Cash and cash equivalents at end of period                                                     $     8,088            $     6,268
                                                                                               ===========            ===========
The accompanying notes are an integral part of these consolidated financial
statements.



<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,  Inc.
("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 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 quarter ended September 29, 2001 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 April 2001, the Emerging Issues Task Force ("EITF") reached a final consensus
on Issue 00-25,  "Accounting  for  Consideration  from a Vendor to a Retailer in
Connection  with the  Purchase  or  Promotion  of the  Vendor's  Products."  The
consensus addresses the accounting treatment and income statement classification
for certain sales incentives,  including cooperative  advertising  arrangements,
buydowns,  and slotting  fees.  Accordingly,  during the first quarter of fiscal
2002, promotions and slotting fees,  previously classified as selling,  general,
and  administrative  expense,  have been  reclassified  as a reduction  of gross
sales.  Total  promotions and slotting fees were $30.1 million and $31.2 million
in the first quarter of fiscal 2002 and 2001, respectively. The adoption of EITF
00-25 did not impact the Cooperative's profitability.

In July 2000,  the EITF  reached a consensus  on Issue  00-14,  "Accounting  for
Certain Sales Incentives." The consensus addresses the recognition, measurement,
and income statement  classification  for sales incentives that a company offers
to its customers.  Accordingly,  during the first quarter 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 $1.8
million  and $2.0  million  in the  first  quarter  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  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  completed  the
required impairment  evaluation in conjunction with its adoption of SFAS No. 142
which indicated there is no impairment at this time.
<PAGE>
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)

                                    September 29,   June 30,   September 23,
                                        2001          2001         2000
                                    -------------   --------   -------------
Amortized intangibles:
   Covenants not to compete           $  2,478      $  2,478    $  2,478
   Other                                12,000        12,000      12,000
     Less:  accumulated amortization    (2,308)       (2,012)     (1,135)
                                      --------      --------    --------
Amortized intangibles, net              12,170        12,466      13,343
Unamortized intangibles:
   Trademarks, net                     183,975       183,975     188,081
                                      --------      --------    --------
Total intangible assets               $196,145      $196,441    $201,424
                                      ========      ========    ========

The  aggregate  amortization  expense  associated  with  intangible  assets  was
approximately  $0.3  million for the  quarter  ended  September  29,  2001.  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  quarter  ended  September  29, 2001 and  September  23, 2000 is
provided below:
                                         September 29,     September 23,
                                             2001              2000
                                         ------------      -------------
(Dollars in Thousands)

Reported net loss                          $ (2,728)        $    (781)
Add-back:  goodwill amortization                  0             2,218
                                           --------         ---------
Adjusted net (loss)/income                 $ (2,728)        $   1,437
                                           ========         =========

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, 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, 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).
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
<PAGE>
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 three  months  ended
September 29, 2001 and September  23, 2000 include:  commercial  market value of
crops delivered, $52.2 million and $48.4 million, respectively.  Pro-Fac's share
of the losses was $2.3  million in fiscal  2002,  and its share of earnings  was
$34,000 in fiscal 2001.

NOTE 4. INVENTORIES

The major classes of inventories are as follows:

(Dollars in Thousands)

                                 September 29,      June 30,      September 23,
                                     2001             2001            2000
                                 -------------      --------      -------------

Finished goods                   $  393,460        $  279,991       $ 408,016
Raw materials and supplies           25,671            33,865          46,549
                                 ----------        ----------       ---------
                                 $  419,131        $  313,856       $ 454,565
                                 ==========        ==========       =========

NOTE 5.       DEBT

Summary of Long-Term Debt:

(Dollars in Thousands)

                                                                     September 29,       June 30,       September 23,
                                                                         2001              2001             2000
                                                                     -------------    -----------       -------------

<S>                                                                  <C>              <C>                <C>
Term Loan Facility - Agrilink Foods                                  $  408,900       $   411,600        $  422,400
Term Loan Facility - AgriFrozen                                               0                 0            30,000
Senior Subordinated Notes                                               200,015           200,015           200,015
Subordinated Promissory Notes (net of discount) - Agrilink Foods         30,092            29,660            26,909
Subordinated Promissory Notes (net of discount) - AgriFrozen                  0                 0             4,626
Other debt - Agrilink Foods                                               5,154             5,452             6,551
Other debt - AgriFrozen                                                       0                 0            44,800
                                                                     ----------       -----------        ----------
     Total debt                                                         644,161           646,727           735,301
Less current portion                                                    (15,585)          (15,599)          (96,021)
                                                                     ----------       -----------        ----------
     Total long-term debt                                            $  628,576       $   631,128        $  639,280
                                                                     ==========       ===========        ==========
</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  based in part on the
ability of Agrilink  Foods to raise  equity,  and  deleverage  its balance sheet
within certain  timeframes.  To this end, Agrilink Foods has engaged a financial
advisor  to assist it in  raising a minimum  of $100  million  through a private
placement of an as yet unspecified  class of securities of Agrilink  Foods.  The
amount of such  contingent  fees is also  impacted by the EBITDA which  Agrilink
Foods achieves for its fiscal year ending in June 2002.
<PAGE>
During  September 2000,  Agrilink Foods  negotiated a previous  amendment to the
Credit Facility.  This amendment  required a supplemental fee should a specified
coverage  ratio not be achieved  for the first  quarter of fiscal  2002.  During
September 2001, Agrilink Foods incurred a fee of $1.5 million.

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  income 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,  and soups,  and various  other  ready-to-eat
prepared meals. Branded products within the canned meal category include Nalley.
Other product lines primarily represent 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)                                                                Quarter Ended
                                                                        ----------------------------------------
                                                                        September 29, 2001    September 23, 2000
                                                                        ------------------    ------------------
<S>                                                                          <C>                   <C>
Net Sales:
   Vegetables                                                                $ 176.5               $190.3
   Fruits                                                                       28.3                 26.4
   Snacks                                                                       22.4                 22.5
   Canned Meals                                                                 12.4                 13.1
   Other                                                                         9.6                 11.1
                                                                             -------               ------
       Continuing segments                                                     249.2                263.4
   Businesses closed1                                                            0.0                 18.1
                                                                             -------               ------
       Total                                                                 $ 249.2               $281.5
                                                                             =======               ======

Operating income2:
   Vegetables3                                                               $   4.5               $ 10.4
   Fruits                                                                        4.2                  3.9
   Snacks                                                                        1.5                  1.7
   Canned Meals                                                                  2.2                  2.5
   Other                                                                         0.9                  0.8
                                                                             -------               ------
       Continuing segments                                                      13.3                 19.3
   Businesses closed                                                             0.0                  2.3
Restructuring                                                                   (1.1)                 0.0
Gain from pension curtailment                                                    2.5                  0.0
                                                                             -------               ------
       Total consolidated operating income                                      14.7                 21.6
Interest expense                                                               (19.2)               (21.5)
                                                                             -------               ------
(Loss)/income before taxes, dividends and allocation of net proceeds         $  (4.5)              $  0.1
                                                                             =======               ======

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

2    In accordance with SFAS No. 142, goodwill is no longer amortized.  Goodwill
     amortization associated with the vegetable, fruit, snacks, canned meals and
     other  product lines was $1.7 million,  $0.1  million,  $0.1 million,  $0.2
     million,  and $0.1  million,  respectively,  in the first quarter of fiscal
     2001. See NOTE 2 to the "Notes to Consolidated Financial Statements."

3    The vegetable  product line includes  earnings derived from Agrilink Foods'
     investment  in a joint  venture of $0.2  million and $0.3 million in fiscal
     2002 and fiscal 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 guarantor  subsidiaries,  and (iv)
non-guarantor  subsidiaries  as of and for the quarters ended September 29, 2001
and September 23, 2000. The condensed  consolidation  financial  information has
been  presented to show the nature of assets held,  results of  operations,  and
cash flow in  accordance  with  Securities  and  Exchange  Commission  Financial
Reporting Release No. 55.
<TABLE>

                                                                                 Balance Sheet
                                                                              September 29, 2001
                                                  ---------------------------------------------------------------------------------
                                                   Pro-Fac     Agrilink     Guarantor     Non-Guarantor  Eliminating
                                                  Cooperative  Foods, Inc.  Subsidiaries    Subsidiaries    Entries    Consolidated
                                                  -----------  -----------  ------------   -------------  ------------ ------------
(Dollars in Thousands)

<S>                                                <C>         <C>            <C>          <C>            <C>            <C>
Assets
   Cash and cash equivalents                       $      0    $    6,965     $      54    $  1,069       $        0     $    8,088
   Accounts receivable, net                               0       112,939         2,788           0                0        115,727
   Inventories -
     Finished goods                                       0       393,100           281          79                0        393,460
     Raw materials and supplies                           0        24,918           604         149                0         25,671
                                                   --------    ----------     ---------    --------       ----------     ----------
       Total inventories                                  0       418,018           885         228                0        419,131

   Other current assets                                 609        25,140           (30)        431           (2,022)        24,128
                                                   --------    ----------     ---------    --------       ----------     ----------
       Total current assets                             609       563,062         3,697       1,728           (2,022)       567,074

Property, plant and equipment, net                        0       293,892         3,860       3,590                0        301,342
Investment in subsidiaries                          178,630       312,754             0           0         (491,384)             0
Goodwill and other intangible assets, net                 0        53,256       195,225           0                0        248,481
Other assets                                             60        53,253       112,925           0         (122,105)        44,133
                                                   --------    ----------     ---------    --------       ----------     ----------
       Total assets                                $179,299    $1,276,217     $ 315,707    $  5,318       $ (615,511)    $1,161,030
                                                   ========    ==========     =========    ========       ==========     ==========

Liabilities and Shareholders' Equity
   Notes payable                                   $      0    $  130,900     $       0    $      0       $        0     $  130,900
   Current portion of long-term debt                      0        15,585             0           0                0         15,585
   Accounts payable                                      85        93,125           828         277                0         94,315
   Accrued interest                                       0        12,798             0           0                0         12,798
   Intercompany loans                                     0           404           (41)       (363)               0              0
   Other current liabilities                         23,461        49,053         6,482       1,088           (2,022)        78,062
                                                   --------    ----------     ---------    --------       ----------     ----------
       Total current liabilities                     23,546       301,865         7,269       1,002           (2,022)       331,660

Long-term debt                                            0       628,576             0           0                0        628,576
Other non-current liabilities                         9,400       167,146             0           0         (122,105)        54,441
                                                   --------    ----------     ---------    --------       ----------     ----------

       Total liabilities                             32,946     1,097,587         7,269       1,002         (124,127)     1,014,677

Class B cumulative preferred stock                      239             0             0           0                0            239
Class A common stock                                 10,002             0             0           0                0         10,002
Shareholders' equity                                136,112       178,630       308,438       4,316         (491,384)       136,112
                                                   --------    ----------     ---------    --------       ----------     ----------
       Total liabilities and shareholders' equity  $179,299    $1,276,217     $ 315,707    $  5,318       $ (615,511)    $1,161,030
                                                   ========    ==========     =========    ========       ==========     ==========
</TABLE>
<PAGE>
<TABLE>


                                                                            Statement of Operations
                                                                  For the Quarter Ended September 29,2001
                                                  ---------------------------------------------------------------------------------
                                                   Pro-Fac     Agrilink     Guarantor     Non-Guarantor  Eliminating
                                                  Cooperative  Foods, Inc.  Subsidiaries    Subsidiaries    Entries    Consolidated
                                                  -----------  -----------  ------------   -------------  ------------ ------------
(Dollars in Thousands)

<S>                                                <C>         <C>           <C>             <C>           <C>           <C>
Net sales                                          $      0    $ 244,987     $  4,245        $  2,566      $  (2,566)    $ 249,232
Cost of sales                                             0     (200,475)      (2,887)         (2,719)         2,719      (203,362)
                                                  ---------    ---------     --------        --------       --------     ---------
Gross profit                                              0       44,512        1,358            (153)           153        45,870
Other income                                              0        1,422       13,168              22        (13,190)        1,422
Selling, administrative, and general expenses             0      (45,280)        (727)              0         13,168       (32,839)
Income from joint venture                                 0          248            0               0              0           248
                                                  ---------    ---------     --------        --------       --------     ---------
Operating income before dividing with Pro-Fac             0          902       13,799            (131)           131        14,701
Interest (expense)/income                                 0      (21,845)       2,632               0              0       (19,213)
                                                  ---------    ---------     --------        --------       --------     ---------
Pretax (loss)/income before dividing with Pro-Fac         0      (20,943)      16,431            (131)           131        (4,512)
Pro-Fac share of loss                                (2,256)       2,256            0               0              0             0
                                                  ---------    ---------     --------        --------       --------     ---------
(Loss)/income before taxes                           (2,256)     (18,687)      16,431            (131)           131        (4,512)
Tax benefit/(provision)                                 790        6,958       (5,837)           (127)             0         1,784
                                                  ---------    ---------     --------        --------       --------     ---------
Net (loss)/income                                 $  (1,466)   $ (11,729)    $ 10,594        $   (258)      $    131     $  (2,728)
                                                  =========    =========     ========        ========       ========     =========

</TABLE>
<TABLE>


                                                                            Statement of Cash Flows
                                                                   For  the Quarter Ended September 29, 2001
                                                     ------------------------------------------------------------------------------
                                                      Pro-Fac    Agrilink      Guarantor   Non-Guarantor  Eliminating
                                                     Cooperative Foods, Inc.  Subsidiaries Subsidiaries    Entries     Consolidated
                                                     ----------- -----------  ------------ ------------- ------------  ------------
(Dollars in Thousands)

<S>                                                   <C>        <C>           <C>           <C>           <C>           <C>
Net (loss)/income                                     $ (1,466)  $ (11,729)    $ 10,594      $   (258)     $    131      $  (2,728)
Adjustments to reconcile net (loss)/income to net
   cash provided by/(used in) operating activities -
     Depreciation                                            0       7,450          136            77             0          7,663
     Amortization of goodwill and certain
       intangible assets                                     0         296            0             0             0            296
     Amortization of debt issue costs, amendment costs,
       and discount on subordinated promissory note          0       1,355            0             0             0          1,355
     Equity in undistributed earnings of joint venture       0        (248)           0             0             0           (248)
     Change in working capital                           5,260    (121,828)     (10,697)        1,239          (131)      (126,157)
                                                      --------   ---------     --------      --------      --------      ---------
Net cash provided by/(used in) operating activities      3,794    (124,704)          33         1,058             0       (119,819)

Cash flows from investing activities:
   Purchase of property, plant, and equipment                0      (3,516)           0             0             0         (3,516)
   Proceeds from disposals                                   0          20            0             0             0             20
   Proceeds from investment in CoBank                        0       1,333            0             0             0          1,333
                                                      --------   ---------     --------      --------      --------      ---------
Net cash used in investing activities                        0      (2,163)           0             0             0         (2,163)

Cash flows from financing activities:
   Net proceeds from short-term debt                         0     130,900            0             0             0        130,900
   Payments on long-term debt                                0      (2,998)           0             0             0         (2,998)
   Cash paid for debt amendments                             0      (1,694)           0             0             0         (1,694)
   Repurchase of common stock                           (1,285)          0            0             0             0         (1,285)
   Cash dividends paid                                  (2,509)          0            0             0             0         (2,509)
                                                      --------   ---------     --------      --------      --------      ---------
Net cash (used in)/provided by financing activities     (3,794)    126,208            0             0             0        122,414
Net change in cash and cash equivalents                      0        (659)          33         1,058             0            432
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   $   6,965     $     54      $  1,069      $      0      $   8,088
                                                      ========   =========     ========      ========      ========      =========
</TABLE>



<PAGE>

<TABLE>

                                                                                 Balance Sheet
                                                                              September 23, 2000
                                                  ---------------------------------------------------------------------------------
                                                   Pro-Fac      Agrilink     Guarantor    Non-Guarantor Eliminating
                                                  Cooperative  Foods, Inc.  Subsidiaries   Subsidiaries   Entries      Consolidated
                                                  -----------  -----------  ------------  ------------- ------------   ------------
(Dollars in Thousands)

<S>                                                <C>         <C>             <C>          <C>           <C>            <C>
Assets
   Cash and cash equivalents                       $      0    $    5,896      $    111     $    261      $       0      $    6,268
   Accounts receivable, net                               0       135,619         2,273        6,974         (2,025)        142,841
   Inventories -
     Finished goods                                       0       346,356           310       61,350              0         408,016
     Raw materials and supplies                           0        40,926           505        5,118              0          46,549
                                                   --------    ----------      --------     --------      ---------      ----------
       Total inventories                                  0       387,282           815       66,468              0         454,565

   Other current assets                               4,435        36,901            50        1,503              0          42,889
                                                   --------    ----------      --------     --------      ---------      ----------
       Total current assets                           4,435       565,698         3,249       75,206         (2,025)        646,563

Property, plant and equipment, net                        0       305,671         2,397       34,450              0         342,518
Investment in subsidiaries                          181,504       303,859             0            0       (485,363)              0
Goodwill and other intangible assets, net                 0        48,816       207,319            0              0         256,135
Other assets                                             59        58,022        94,598        4,310       (103,813)         53,176
                                                   --------    ----------      --------     --------      ---------      ----------
       Total assets                                $185,998    $1,282,066      $307,563     $113,966      $(591,201)     $1,298,392
                                                   ========    ==========      ========     ========      =========      ==========

Liabilities and Shareholders' Equity
   Notes payable                                   $      0    $   99,000      $      0     $      0      $       0      $   99,000
   Current portion of long-term debt-Agrilink Foods       0        16,595             0            0              0          16,595
   Current portion of long-term debt-AgriFrozen           0             0             0       79,426              0          79,426
   Accounts payable                                     520        89,743         1,152       12,795         (2,025)        102,185
   Accrued interest                                       0        15,771             0          678              0          16,449
   Intercompany loans                                     0          (480)          281          199              0               0
   Other current liabilities                         12,520        83,700         5,591        5,548              0         107,359
                                                   --------    ----------      --------     --------      ---------      ----------
       Total current liabilities                     13,040       304,329         7,024       98,646         (2,025)        421,014

Long-term debt                                            0       639,280             0            0              0         639,280
Other non-current liabilities                        13,962       156,953             0       12,000       (103,813)         79,102
                                                   --------    ----------      --------     --------      ---------      ----------

       Total liabilities                             27,002     1,100,562         7,024      110,646       (105,838)      1,139,396

Class B cumulative redeemable preferred stock           237             0             0            0              0             237
Class A common stock                                 10,665             0             0            0              0          10,665

Shareholders' equity                                148,094       181,504       300,539        3,320       (485,363)        148,094
                                                   --------    ----------      --------     --------      ---------      ----------
       Total liabilities and shareholders' equity  $185,998    $1,282,066      $307,563     $113,966      $(591,201)     $1,298,392
                                                   ========    ==========      ========     ========      =========      ==========
</TABLE>
<PAGE>
<TABLE>
                                                                            Statement of Operations
                                                                   For the Quarter Ended September 23, 2000
                                                     ------------------------------------------------------------------------------
                                                      Pro-Fac    Agrilink      Guarantor   Non-Guarantor  Eliminating
                                                     Cooperative Foods, Inc.  Subsidiaries Subsidiaries    Entries     Consolidated
                                                     ----------- -----------  ------------ ------------- ------------  ------------
(Dollars in Thousands)

<S>                                                  <C>         <C>           <C>            <C>          <C>          <C>
Net sales                                            $   0       $ 259,230     $ 4,161        $ 26,023     $ (7,891)    $ 281,523
Cost of sales                                            0        (211,602)     (2,504)        (27,011)      12,080      (229,037)
                                                     -----       ---------     -------        --------     --------     ---------
Gross profit                                             0          47,628       1,657            (988)       4,189        52,486
Other income                                             0               0      12,765              25      (12,790)            0
Selling, administrative, and general expenses           (8)        (42,314)       (723)           (893)      12,765       (31,173)
Income from joint venture                                0             275           0               0            0           275
                                                     -----       ---------     -------        --------     --------     ---------
Operating (loss)/income before dividing with Pro-Fac    (8)          5,589      13,699          (1,856)       4,164        21,588
Interest (expense)/income                                0         (21,188)      1,970          (2,308)           0       (21,526)
                                                     -----       ---------     -------        --------     --------     ---------
Pretax (loss)/income before dividing with Pro-Fac       (8)        (15,599)     15,669          (4,164)       4,164            62
Pro-Fac share of income                                 34             (34)          0               0            0             0
                                                     -----       ---------     -------        --------     --------     ---------
Income/(loss) before taxes                              26         (15,633)     15,669          (4,164)       4,164            62
Tax (provision)/benefit                               (829)          5,739      (5,633)           (120)           0          (843)
                                                     -----       ---------     -------        --------     --------     ---------
Net (loss)/income                                    $(803)      $  (9,894)    $10,036        $ (4,284)    $  4,164     $    (781)
</TABLE>
<TABLE>
                                                     =====       =========     =======        ========     ========     =========

                                                                               Statement of Cash Flows
                                                                     For  the Quarter Ended September 23, 2000
                                                        ----------------------------------------------------------------------------
                                                         Pro-Fac    Agrilink      Guarantor  Non-Guarantor Eliminating
                                                        Cooperative Foods, Inc. Subsidiaries Subsidiaries    Entries    Consolidated
                                                        ----------- ----------- ------------ ------------- ------------ ------------
(Dollars in Thousands)

<S>                                                       <C>        <C>           <C>         <C>           <C>          <C>
Net (loss)/income                                         $  (803)   $  (9,894)    $10,036     $ (4,284)     $ 4,164      $    (781)
Adjustments to reconcile net (loss)/income to net
   cash provided by/(used in) operating activities -
     Depreciation                                               0        7,501         149          580            0          8,230
     Amortization of goodwill and certain intangible assets     0        2,457          57            0            0          2,514
     Amortization of debt issue costs, amendment costs,
       and discount on subordinated promissory note             0        1,159           0          133            0          1,292
     Interest-in-kind on subordinated promissory note           0          402           0            0            0            402
     Equity in undistributed earnings of joint venture          0         (275)          0            0            0           (275)
     Change in working capital                              3,173      (84,711)     (9,690)       3,983       (4,164)       (91,409)
                                                         --------    ---------     -------     --------      -------      ---------
Net cash provided by/(used in) operating activities         2,370      (83,361)        552          412            0        (80,027)

Cash flows from investing activities:
   Purchase of property, plant, and equipment                   0       (6,940)       (650)        (858)           0         (8,448)
   Proceeds from disposals                                      0        5,050           0            7            0          5,057
   Proceeds from investment in CoBank                           0          976           0            0            0            976
                                                         --------    ---------     -------     --------      -------      ----------
Net cash used in investing activities                           0         (914)       (650)        (851)           0         (2,415)

Cash flows from financing activities:
   Net proceeds from short-term debt                            0       93,300           0          700            0         94,000
   Payments on long-term debt                                   0       (6,184)          0            0            0         (6,184)
   Cash dividends paid                                     (2,370)           0           0            0            0         (2,370)
   Cash paid for debt amendments                                0       (1,730)          0            0            0         (1,730)
                                                         --------    ---------     -------     --------      -------      ---------
Net cash (used in)/provided by financing activities        (2,370)      85,386           0          700            0         83,716
Net change in cash and cash equivalents                         0        1,111         (98)         261            0          1,274
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    $   5,896     $   111     $    261      $     0      $   6,268
                                                         ========    =========     =======     ========      =======      =========
</TABLE>


NOTE 8. OTHER MATTERS

Restructuring: On June 23, 2000, Agrilink Foods sold its pickle business to Dean
Pickle and Specialty Product Company. Agrilink Foods had agreed to contract pack
Nalley and Farman's pickle products for a period of two years, ending June 2002.
As Dean  Pickle and  Specialty  Product  Company  will no longer  require  these
co-pack  services,   Agrilink  Foods  announced  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 12 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 will record a charge against
earnings of  approximately  $1.5  million in the second  quarter of fiscal 2002,
primarily  comprising  employee  termination  benefits.  Reductions in personnel
include  operational  and  administrative  positions,  net of the  restructuring
charge,  and are expected to improve fiscal 2002 earnings by approximately  $5.0
million.

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 October 31, 2001.

               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:

*    the impact of strong competition in the food industry;

*    the impact of changes in consumer demand;

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

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

*    the  continuation of 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;

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

*    the Cooperative's ability to service debt.

<PAGE>

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 first quarter 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 months ended September 29, 2001 and September 23, 2000.

EBITDA 1, 2
(Dollars in Millions)
                                        Quarter Ended
                            ----------------------------------------
                              September 29,        September 23,
                                  2001                  2000
                            ----------------       ----------------
                                       % of                    % of
                              $        Total          $        Total
                           -----       -----       ------      -----

Vegetables                 $10.1       47.6%       $ 17.8       55.1%
Fruits                       5.3       25.0           4.6       14.2
Snacks                       2.2       10.4           2.8        8.7
Canned Meals                 2.4       11.3           2.8        8.7
Other                        1.2        5.7           1.4        4.3
                           -----      -----        ------      -----
   Continuing segments      21.2      100.0          29.4       91.0
Businesses closed3           0.0        0.0           2.9        9.0
                           -----      -----        ------      -----
   Total                   $21.2      100.0%       $ 32.3      100.0%
                           =====      =====        ======      =====

1    Earnings before interest, taxes, depreciation,  and amortization ("EBITDA")
     is  defined  as the sum of  pretax  income,  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.

2    Excludes  gain  from  pension  curtailment  and  the  restructuring  charge
     associated with Agrilink Foods former pickle business.

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



<PAGE>

(Dollars in Millions)
                                        Quarter Ended
                            ----------------------------------------
                              September 29,        September 23,
                                  2001                  2000
                            ----------------       ----------------
                                       % of                    % of
                              $        Total          $        Total
                           -----       -----       ------      -----
Vegetables                 $176.5      70.8%       $190.3        67.6%
Fruits                       28.3       11.4         26.4         9.4
Snacks                       22.4        9.0         22.5         8.0
Canned Meals                 12.4        5.0         13.1         4.7
Other                         9.6        3.8         11.1         3.9
                           ------      -----       ------       -----
   Continuing segments      249.2      100.0        263.4        93.6
Businesses closed1            0.0        0.0         18.1         6.4
                           ------      -----       ------       -----
   Total                   $249.2      100.0%      $281.5       100.0%
                           ======      =====       ======       =====

1    Represents net sales of operations no longer part of the Cooperative.

Operating Income 1, 2
(Dollars in Millions)

                                        Quarter Ended
                            ----------------------------------------
                              September 29,        September 23,
                                  2001                  2000
                            ----------------       ----------------
                                       % of                    % of
                              $        Total          $        Total
                           -----       -----       ------      -----

Vegetables                $ 4.5        33.8%      $10.4         48.1%
Fruits                      4.2        31.6         3.9         18.1
Snacks                      1.5        11.3         1.7          7.9
Canned Meals                2.2        16.5         2.5         11.5
Other                       0.9         6.8         0.8          3.7
                          -----       -----       -----        -----
   Continuing operations   13.3       100.0        19.3         89.3
Businesses closed3          0.0         0.0         2.3         10.7
                          -----       -----       -----        -----
   Total                  $13.3       100.0%      $21.6        100.0%
                          =====       =====       =====        =====

1    Excludes  gain  from  pension  curtailment  and  the  restructuring  charge
     associated with Agrilink Foods former pickle business.

2    In accordance with SFAS No. 142, goodwill is no longer amortized.  Goodwill
     amortization associated with the vegetable, fruit, snacks, canned meals and
     other  product lines was $1.7 million,  $0.1  million,  $0.1 million,  $0.2
     million,  and $0.1  million,  respectively,  in the first quarter of fiscal
     2001. See NOTE 2 to the "Notes to Consolidated Financial Statements."

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

       CHANGES FROM FIRST QUARTER FISCAL 2001 TO FIRST QUARTER FISCAL 2002

During the first quarter of fiscal 2002, the net loss was $2.7 million  compared
to $0.8  million  in the prior  year.  During  this  same  period,  EBITDA  from
continuing  segments  declined  $8.2  million,  or  27.9  percent.   Significant
components to the earnings and EBITDA  decline  include  unfavorable  production
costs from the previous year,  marketing expenses  associated with a new product
launch,  and warehousing costs due to an increase in inventory levels carried in
from the prior year.  While net sales  showed a decline of $14.2  million or 5.4
percent  during this same period,  $13.1  million is  associated  with a co-pack
agreement  for  canned  vegetables  in  the  Midwest.   Excluding  this  co-pack
agreement,  Agrilink Foods' net sales were consistent with the prior year, while
the total frozen  vegetable  category in the 12-week period ending September 16,
2001, showed a decline of approximately 5.0 percent.  In total,  Agrilink Foods'
overall  market share for the first quarter showed an improvement of 1.7 points.
Agrilink Foods  estimates its overall market share for the 12-week period ending
September 16, 2001 for frozen  vegetables to be 33.7  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.
<PAGE>
While vegetable net sales decreased $13.8 million or 7.3 percent,  $13.1 million
is associated  with the co-pack  agreement  highlighted  above.  Excluding  this
arrangement,  vegetable  net sales  showed a modest  decrease  of $0.7  million.
Improvements  in the branded  business of $7.2  million  offset  declines in the
non-branded business of $7.9 million.  During the first quarter,  Agrilink Foods
executed a price increase across all non-branded vegetable commodities to offset
industry wide cost increases.  This price increase  resulted in a loss of volume
during the quarter in the  non-branded  portion of the  business.  Subsequent to
Agrilink Foods' price increase,  several  competitors have followed with similar
pricing structures.

Within  the  branded  category,  the  launch of Birds  Eye  Simply  Grillin',  a
preseasoned blend of top quality Birds Eye vegetables in a foil tray,  accounted
for $4.2 million of  increased  net sales.  In addition,  net sales of Birds Eye
frozen vegetables increased  approximately $5.3 million. For the 12- week period
ending  September  16,  2001,  the Birds Eye brand  retail unit sales  increased
approximately 4.0 percent. Unit sales of Agrilink Foods' largest competitor,  as
reported by Information  Resources,  Inc.,  decreased  approximately 6.0 percent
during this same time period.

Net sales for Agrilink  Foods'  Birds Eye Voila!  product  line  decreased  $1.8
million  over the first  quarter of fiscal  2001.  As  reported  by  Information
Resources,   Inc.,   the   entire   home-meal-replacement    category   declined
approximately  5.0 percent for the 12-week  period  ended  September  16,  2001.
Management  has  initiated  actions  to  address  this  decline in net sales and
expects improvement going forward.

EBITDA for the vegetable  product line  declined  $7.7 million  during the first
quarter  of fiscal  2002 as  compared  to the prior  year.  $5.0  million of the
decline is associated with marketing costs related to the retail launch of Birds
Eye Simply  Grillin'.  In addition,  increased  warehousing and production costs
negatively  impacted  results.   Management  anticipates   improvements  in  its
warehousing and production costs beginning in the second quarter.

Net sales for the fruit product line  increased  $1.9  million,  or 7.2 percent,
while EBITDA increased $0.7 million,  or 15.2 percent.  These  improvements were
led by increases in branded fillings and toppings due to the timing of sales and
promotional  activity with several customers.  In addition,  the introduction of
Birds Eye Squeezle-Sauz, applesauce in a tube, accounted for $1.1 million of the
increase in net sales.

Net sales for the snack product line showed a modest decline of $0.1 million, or
0.4 percent. Improvements in net sales within the potato chip category were $0.7
million, while the popcorn product line decreased $0.8 million.  EBITDA declined
$0.6 million or 21.4 percent.  The popcorn  category  continues to be negatively
impacted  by  competitive  pressures  and changes in product  mix. In  addition,
EBITDA of the potato chip category was negatively  affected 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.
The additional  costs associated with the transition to the new facility are not
expected to continue during the second half of fiscal 2002.

Net sales for canned meals decreased $0.7 million, or 5.3 percent,  while EBITDA
decreased  $0.4  million,  or 14.3  percent.  These  reductions  are a result of
declines in volume and timing of various marketing initiatives.

The other  product line net sales,  primarily  represented  by salad  dressings,
decreased $1.5 million, or 13.5 percent, while EBITDA decreased $0.2 million, or
14.3 percent.  Declines in volume  within the branded and club store  categories
accounted for the decreases experienced.

Selling,  Administrative,  and General Expenses:  Selling,  administrative,  and
general expenses have increased $1.7 million,  or 5.3 percent,  as compared with
the  first  quarter  of  the  prior  fiscal  year.  The  increase  is  primarily
attributable  to a  $5.0  million  increase  in  marketing  expenses  which,  as
highlighted  above,  was  associated  with the retail launch of Birds Eye Simply
Grillin'.  This increase was offset by a $2.2 million  reduction in amortization
expense  from  the  implementation  of the  Statement  of  Financial  Accounting
Standard  ("SFAS") No. 142. See NOTE 2 to the "Notes to  Consolidated  Financial
Statements." Additionally, in fiscal 2001, $0.9 million in selling, general, and
administrative expenses were associated with AgriFrozen,  a former subsidiary of
the Cooperative.

Operating  Income:  Operating  income from  continuing  segments,  excluding the
impact of non-recurring  items and the implementation of SFAS No. 142, decreased
from $21.5  million in the first  quarter of fiscal 2001 to $13.3 million in the
first  quarter of fiscal  2002.  This  represents  a decrease  of $8.2  million.
Declines in operating income within  vegetables,  snacks,  and canned meals were
$7.6 million,  $0.3 million,  and $0.5 million,  respectively.  Increases within
fruits was $0.2 million.  The other product line was consistent  with the prior
year.  Significant  variances are highlighted  above in the discussion of EBITDA
and net sales from continuing segments.

Restructuring: On June 23, 2000, Agrilink Foods sold its pickle business to Dean
Pickle and Specialty Product Company. Agrilink Foods had agreed to contract pack
Nalley and Farman's pickle products for a period of two years, ending June 2002.
As Dean  Pickle and  Specialty  Product  Company  will no longer  require  these
co-pack services, Agrilink Foods initiated restructuring activities for
<PAGE>
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 12 months.

Gain from  Pension  Curtailment:  During  September  2001,  the Company 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 for the first quarter of fiscal 2002 compared to the prior
year.

Interest  Expense:  Interest expense  decreased $2.3 million to $19.2 million in
the first  quarter  of fiscal  2002 from $21.5  million in the first  quarter of
fiscal  2001.  This is the  result of a decrease  in  Agrilink  Foods'  weighted
average  interest rate of 63 basis points  resulting from general  interest rate
reductions.  In  addition,  the  decrease  was due to $2.3  million of  interest
expense in fiscal 2001 associated with  AgriFrozen,  a former  subsidiary of the
Cooperative.  The decreases were offset by the payment of a supplemental  fee of
$1.5 million required in conjunction  with Agrilink Foods' Credit Facility.  See
NOTE 5 of the "Notes to Consolidated Financial Statements."

Tax  Benefit/(Provision):  The benefit for taxes  increased  approximately  $2.6
million  from the prior year and was  impacted by the change in earnings  before
tax. The  Cooperative's  effective  tax rate has  historically  been  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.

                         LIQUIDITY AND CAPITAL RESOURCES

The  following  discussion  highlights  the major  variances  in the  "Unaudited
Consolidated  Statement  of Cash  Flows" for the first  quarter  of fiscal  2002
compared to the first quarter of fiscal 2001.

Net cash used in operating  activities  increased  $39.8  million over the first
quarter of the prior  fiscal  year.  This  increase  primarily  results  from an
increase in cash used to liquidate  accounts payable and other accruals of $38.6
million the most  significant  component which was the payment on August 1, 2001
of the remaining balance of the purchase price for AgriFrozen inventory of $21.6
million.  In addition payments made for crop deliveries were impacted by planned
increases in  production  at Agrilink  Foods and by weather  conditions.  Due to
weather  conditions in the prior year, crop intake was significantly  delayed in
fiscal 2001.

Net cash used in  investing  activities  in the  first  quarter  of fiscal  2002
decreased  $0.3  million from the first  quarter of fiscal 2001.  The change was
primarily  a result of $5.0  million  in  proceeds  received  in fiscal  2001 in
conjunction with the sale of pickle machinery and equipment offset by timing and
reduction of equipment purchases in fiscal 2002.

Net cash provided by financing activities increased $38.7 million.  This was due
to an increase in the net cash used in operating  activities as described  above
and the  decrease in  payments  on  long-term  debt was  associated  with a $3.2
million  mandatory  prepayment  in fiscal 2001 as a result of the sale of pickle
machinery  and  equipment.  Financing  activities  were  also  impacted  by  the
repurchase  of  approximately  $1.3  million  in  Class A  common  stock  by the
Cooperative associated with lower annual tart cherry crop requirements.

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 September 29, 2001, (i) cash  borrowings  outstanding  under the Revolving
Credit Facility were $130.9 million, (ii) there were $13.4 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 $55.7  million.  Agrilink Foods 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.  During the first quarter of fiscal 2001, Agrilink Foods negotiated
an amendment to the covenants outlined under its credit facility.  Refer to NOTE
5 of  the  "Consolidated  Financial  Statements"  for  further  details.  As  of
September 29, 2001,
<PAGE>
Pro-Fac and Agrilink Foods are in compliance  with all covenants,  restrictions,
and limitations under the terms of the credit facility as amended.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Cooperative  and its subsidiary,  as a result of its operating and financing
activities,  are 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,  through its subsidiary,  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 September 29, 2001, Agrilink
Foods had cash flow hedges for the Mexican peso with maturity dates ranging from
October  2001 to May 2002.  At September  29,  2001,  the fair value of the open
contracts was an after-tax gain of $0.2 million,  recorded in accumulated  other
comprehensive  income in shareholder's  equity.  Amounts deferred to accumulated
other  comprehensive  income will be reclassified into cost of goods sold within
the next 12 months. During the first quarter of fiscal 2002,  approximately $0.2
million was reclassified from other comprehensive  income to cost of goods sold.
Hedge ineffectiveness was insignificant.

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

Contract amounts                                     100,000,000 Pesos
Weighted average settlement exchange rate                 10.891%

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.  During October 1998,  Agrilink Foods
entered into two interest rate swap contracts  under which Agrilink Foods agrees
to pay an amount  equal to a specified  fixed rate of interest  times a notional
principal  amount,  and to  receive  in return an  amount  equal to a  specified
variable rate of interest times the same notional principal amount. The notional
amounts of the contract are not  exchanged  and no other cash payments are made.
The two interest rate swap  contracts  were entered into with a major  financial
institution in order to minimize credit risk.

The first  interest  rate swap  contract  requires  payment  of a fixed  rate of
interest  (4.96  percent)  and the  receiving  of a  variable  rate of  interest
(three-month  LIBOR of 3.82  percent as of  September  29, 2001) on $150 million
notional amount of indebtedness.  Agrilink Foods has a second interest rate swap
contract to pay a fixed rate of interest  (5.32  percent) and receive a variable
rate of interest (three-month LIBOR of 3.82 percent as of September 29, 2001) on
$100 million  notional amount of  indebtedness.  Approximately 61 percent of the
underlying debt is being hedged with these interest rate swaps.

Agrilink  Foods  designates  these  interest  rate swap  contracts  as cash flow
hedges.  The fair value of the cash flow hedge is  generally  deferred  to other
comprehensive income and reclassified into interest expense over the life of the
hedge.  However,  to the extent that any of these  contracts are not  considered
effective in offsetting  the change in the value of the interest  payments being
hedged,  any changes in fair value relating to the ineffective  portion of these
contracts are  immediately  recognized in income.  At September 29, 2001,  these
interest rate swap contracts were not considered  effective,  and the fair value
of the contracts, an immaterial after-tax loss, was reported in earnings.

The following is a summary of Agrilink Foods' interest rate swap agreements:

                                                         September 29, 2001
                                                         ------------------
Interest Rate Swap:
Variable to Fixed - notional amount                         $250 million
Average pay rate                                            4.96 - 5.32%
Average receive rate                                    Floating rate - 3.82%
Maturities through                                          October 2001

In anticipation  of the expiration of the interest rate swap contracts  outlined
above,  Agrilink  Foods entered into an interest rate cap agreement with a major
financial  institution  on September 27, 2001.  Agrilink Foods  designates  this
interest  rate cap  contract as a cash flow hedge.  The cap  agreement  is for a
period of two  years,  effective  October 5, 2001,  and covers  $250  million in
variable rate debt

<PAGE>


and protects against three-month LIBOR rates exceeding 5 percent.  Approximately
61 percent of Agrilink  Foods'  underlying debt will be hedged with this cap. In
return for the cap,  Agrilink  Foods paid a one-time fee of  approximately  $0.6
million  that will be marked to market over the life of the  interest  rate cap.
Changes in the cap's fair value will be deferred to other  comprehensive  income
and reclassified to earnings when a hedged transaction occurs.

The following summarizes Agrilink Foods' interest rate cap:

                                              September 29, 2001
                                              ------------------
Notional amount                                  $250,000,000
Premium paid                                       $638,000
Cap rate                                             5.0%
Index                                            3-Month LIBOR
Term                                      October 2001 - October 2003

OTHER MATTERS

Restructuring: On June 23, 2000, Agrilink Foods sold its pickle business to Dean
Pickle and Specialty Product Company. Agrilink Foods had agreed to contract pack
Nalley and Farman's pickle products for a period of two years, ending June 2002.
As Dean  Pickle and  Specialty  Product  Company  will no longer  require  these
co-pack  services,   Agrilink  Foods  announced  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 12 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 will record a charge against
earnings of  approximately  $1.5  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.

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 may negatively impact  production costs.  Management
has initiated  pricing actions and cost reduction  initiatives in order to fully
offset any crop-related  production cost increases;  however,  the effect of the
2001 growing season on fiscal 2002 financial  results cannot be estimated  until
late 2001 or early calendar 2002 when  harvesting is complete and when local and
national supplies can be determined.

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 obtained from 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.
<PAGE>

                                     PART II

ITEM 1- LEGAL PROCEEDINGS

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

(a) Exhibits

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

                 <S>           <C>
                 10.1          Amendment  to  Agrilink  Foods,  Inc.  Master  Salaried  Retirement  Plan (filed herewith).
</TABLE>


(b)      Reports on Form 8-K:

         On September 13, 2001, the Cooperative filed a report on Form 8-K to
         report on financial information presented to attendees of Pro-Fac
         Cooperative's regional year-end meetings for members and to
         participants of Agrilink Foods' year-end investor conference call.


<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:    November 13, 2001                BY:/s/   Earl L. Powers
         -----------------                   --------------------------
                                                   EARL L. POWERS
                                                      TREASURER
                                        (On Behalf of the Registrant and as
                                           Principal Financial Officer and
                                            Principal Accounting Officer)