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                                                           Exhibit 99.2
                                                           NEWS RELEASE
                                                           Contact:
                                                           Bea Slizewski
                                                           585-264-3189
                          PRO-FAC COOPERATIVE ANNOUNCES
                          GROWER AND DIVIDEND PAYMENTS

Rochester, NY August 19, 2002 ...Pro-Fac Cooperative (Nasdaq:PFACP), an
agricultural cooperative ("Pro-Fac"), announced that, with the closing of a $175
million equity investment by Vestar Capital Partners ("Vestar") in Agrilink
Foods, Inc. ("Agrilink"), as announced separately today by Agrilink, final
commercial market value ("CMV") payments for its growers will be sent out
immediately. As previously reported, CMV payments had been delayed pending the
closing of the Vestar transaction.

     Pro-Fac also announced a $.43 dividend for the fourth quarter, payable
September 5, 2002 to shareholders of record of its Class A cumulative preferred
stock on August 29, 2002. As reported on July 9, this dividend had been delayed
pending the closing of the Vestar transaction, but Pro-Fac expects to return to
the traditional payment dates for future quarterly dividends.

     Prior to today, Agrilink had been a wholly-owned subsidiary of Pro-Fac.
However, following the equity investment in Agrilink through a newly-formed
affiliate, Vestar has now assumed majority ownership of Agrilink. Although
Pro-Fac will no longer control Agrilink, it will continue to hold a significant
minority interest, but will no longer be doing business under the name
"Agrilink."

     Pro-Fac Cooperative, Inc. is a grower cooperative consisting of more than
500 members who provide fruits and vegetables that are processed at facilities
across the country. These commodities are marketed as branded, private label and
foodservice products, primarily through its main customer, Agrilink.


This press release shall not constitute an offer to sell or the solicitation of
an offer to buy the securities described above. This press release is being
issued pursuant to and in accordance with Rule 135c of the Securities Act of
1933, as amended. This press release contains predictions, estimates, and other
"forward-looking statements" within the meaning of section 21E of the Exchange
Act and section 27A of the Securities Act. These forward-looking statements are
subject to risks and uncertainties that could cause actual results to differ
materially from those anticipated in these forward-looking statements as of the
date of this press release. These risks include, but are not limited to, strong
competition in the food industry, including competitive pricing, the integration
of acquisitions, the effect of adverse weather conditions on the volume and
quality of raw products, interest rate fluctuations, the effectiveness of
marketing and shifts in market demand. Please refer to Pro-Fac's Annual Report
on Form 10-K for the fiscal year ended June 30, 2001, and the risk factors
section of Pro-Fac Cooperative's prospectus dated October 26, 2001, as well as
other reports and information filed by Pro-Fac Cooperative with the Securities
and Exchange Commission, for more information on factors that could cause actual
results to differ.

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