UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of Earliest Event Reported): October 2, 2002

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


<TABLE>
<S>                                             <C>                     <C>
                 New York                              0-20539                          16-6036816
(State or other jurisdiction of incorporation) (Commission File Number)(IRS Employer Identification Number)
</TABLE>


                    90 Linden Oaks, Rochester, New York 14625
               (Address of Principal Executive Offices) (Zip Code)


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








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Item 7. Financial Statements, Pro-Forma Financial Information and Exhibits

        (a)   Financial Statements of Business Acquired.

                 None

        (b)   Pro-Forma Financial Information.

                   None

        (c)   Exhibits

              Exhibit No.                  Description

                 99.1    Statement  Under Oath of Stephen R.  Wright,  Principal
                         Executive Officer,  pursuant to Securities and Exchange
                         Commission  Order No. 4-460.

                 99.2    Statement  Under Oath of Stephen R.  Wright,  Principal
                         Financial Officer,  pursuant to Securities and Exchange
                         Commission Order No. 4-460.

Item 9. Regulation FD Disclosure

On October 2, 2002,  Stephen R.  Wright,  the  principal  executive  officer and
principal financial officer of Pro-Fac Cooperative, Inc. ("Pro-Fac"), filed with
the Securities  and Exchange  Commission  (the  "Commission")  sworn  statements
pursuant to Commission  Order No.  4-460.  These sworn  statements  replaced the
sworn statements of Mr. Wright previously filed with the Commission on September
26, 2002.  Copies of the sworn  statements are attached  hereto as Exhibits 99.1
and 99.2.

This information is not "filed" pursuant to the Securities  Exchange Act of 1934
and is not incorporated by reference into any registrations under the Securities
Act of 1933.  Additionally,  the submission of this Report on Form 8-K is not an
admission  as to the  materiality  of any  information  in the  Report  that  is
required to be disclosed solely by Regulation FD.




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                                   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:    October 3, 2002                 By:   /s/ Stephen R. Wright
         ---------------                       --------------------------------
                                               Stephen R. Wright,
                                               General Manager and Secretary
                                               (Principal Executive Officer and
                                               Principal Financial Officer)


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                                INDEX TO EXHIBITS




Exhibit No.                              Description

  99.1    Statement  Under  Oath  of  Stephen  R.  Wright,  Principal  Executive
          Officer,  pursuant to  Securities  and Exchange  Commission  Order No.
          4-460.

  99.2    Statement  Under  Oath  of  Stephen  R.  Wright,  Principal  Financial
          Officer,  pursuant to  Securities  and Exchange  Commission  Order No.
          4-460.