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                                  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): July 24, 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

<TABLE>
                  Exhibit No.       Description
<S>               <C>               <C>


                  99.1              Press release of Pro-Fac Cooperative, Inc. dated July 24, 2002 announcing
                                    results of Pro-Fac member vote.

</TABLE>



Item 9. Regulation FD Disclosure

Attached hereto as Exhibit 99.1 which is incorporated herein by reference,  is a
press release issued by Pro-Fac Cooperative,  Inc.  ("Pro-Fac")  announcing that
Pro-Fac  members have voted in favor of the $175 million  equity  investment  in
Agrilink Foods, Inc., a wholly-owned  subsidiary of Pro-Fac,  by Vestar/Agrilink
Holdings LLC, an affiliate of Vestar Capital Partners IV, L.P.


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:    July 24, 2002        By:   /s/Earl L. Powers
                                    --------------------------------
                                    Earl L. Powers,
                                    Treasurer
                                    (Principal Financial Officer and
                                    Principal Accounting Officer)


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                                INDEX TO EXHIBITS


Exhibit No.                         Description
   99.1        Press release of Pro-Fac  Cooperative,  Inc.  dated July 24, 2002
               announcing results of Pro-Fac member vote.