SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                  File No. 333-
                                    FORM S-2
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
    As filed with the Securities and Exchange Commission on October 22, 1999
                            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 Oaks
                                  P.O. Box 682
                            Rochester, New York 14603
                          (Address, Including Zip Code)

                                 (716) 383-1850
                    (Telephone Number, Including Area Code of
                     Registrant's Principal Executive Offices)
                               ------------------
 Earl L. Powers                             Copy to: Catherine A. King, Esq.
 Vice President, Finance and                         Harris Beach & Wilcox, LLP
 Assistant Treasurer                                 130 East Main Street
 Pro-Fac Cooperative, Inc.                           Rochester, New York 14604
 90 Linden Oaks                                      (716) 232-4440
 Rochester, New York 14625
(716) 383-1850

(Name, address, including zip code, and telephone number,
 including area code, of agent for service)
                               ------------------
     Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.

     If any of the securities being registered on this form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933 check the following box. [x]

         If the  registrant  elects  to  deliver  its  latest  annual  report to
security holders, or a complete and legible facsimile thereof,  pursuant to Item
11(a)(1) of this form check the following box. [ ]

         If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. [ ]

         If this  form is a  post-effective  amendment  filed  pursuant  to rule
462(c) under the Securities Act, check the following box and list the Securities
Act  registration   statement  number  of  the  earlier  effective  registration
statement for the same offering. [ ]

     If this form is a  post-effective  amendment  filed pursuant to Rule 462(d)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]

     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
                                            CALCULATION OF REGISTRATION FEE
<S>                                        <C>                 <C>                    <C>                        <C>
                                                               Proposed Maximum       Proposed Maximum            Amount of
 Title of Each Class of Securities         Amount to be         Offering Price           Aggregate               Registration
       to be Registered                      Registered          Per Security          Offering Price                Fee

Class A Common Stock                          1,000,000              $5.00               $5,000,000               $1,390.00*
Retains                                                                                                           $     *
Class A Cumulative Preferred Stock**                                                                              $

PRIOR REGISTRATION - RULE 429
<FN>
*    As permitted by Rule 429(a), the Prospectus included herein also relates to 156,630  shares  of  common  stock  and  $545,000
     of retains  covered  by Registration  Statement No. 33-60273,  and $7,000,000 of retains covered by Registration Statement
     No. 333-63385.

**   Representing  Class A cumulative  preferred  stock  issuable at maturity of retains. No additional fee is required pursuant to
     Rule 457(i).

The Registrant hereby amends this  Registration  Statement on such date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which specifically  states that this Registration Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the Securities Act or until this Registration Statement
shall become  effective on such date as the Commission, acting pursuant to Section 8(a), may determine.
</FN>
</TABLE>
<PAGE>



The  information in this  Prospectus is not complete and may be changed.  We may
not sell  these  securities  until the  registration  statement  filed  with the
Securities and Exchange Commission is effective. This Prospectus is not an offer
to  sell  these  securities  and it is not  soliciting  an  offer  to buy  these
securities in any state where the offer or sale is not permitted.


<PAGE>


Prospectus




                            PRO-FAC COOPERATIVE, INC.

                    1,156,630 Shares of Class A Common Stock

                               $7,545,000 Retains


         We are a New York agricultural  cooperative  corporation formed in 1960
to process  and market  crops  grown by our  members.  Membership  in Pro-Fac is
limited  to persons  or  entities  who are  actively  engaged in the  growing of
agricultural products, such as cherries, apples, corn and peas. Growers who wish
to become  members of Pro-Fac  are  required  to  purchase  shares of our common
stock.

         We are  registering  shares of our Class A common  stock,  retains  and
shares of our Class A cumulative  preferred  stock.  Our Class A common stock is
being  offered  to  growers  who are  currently  members,  or who wish to become
members,  who deliver raw product  for sale and  processing  by Agrilink  Foods,
Inc., which is our wholly owned  subsidiary.  Retains  represent that portion of
patronage proceeds payable to our members but retained by us. Our retains may be
redeemed for cash or shares of our Class A cumulative preferred stock. Our Class
A cumulative  preferred  stock is traded on the Nasdaq National Market under the
symbol "PFACP."
<TABLE>

<S>                    <C>          <C>          <C>               <C>
                                                  Underwriting
                                    Price to      Discounts and    Proceeds to
                                     Public      Commissions (1)    Issuer (2)
                                   -----------   ---------------   -----------


Class A common stock   Per Share         $5.00       0.0              $5.00
                       Total:       $5,783,150                    $5,783,150

Retains                Per Unit:          100%       0.0                 100%
                       Total:       $7,545,000                    $7,545,000

<FN>
(1)  The  securities  described  in  this  Prospectus  are  to  be  offered  and
     distributed  directly through  officers of Pro-Fac,  without the use of any
     underwriter or dealer, and no discounts,  commissions or other compensation
     are to be allowed or paid.

(2)  Before deducting expenses estimated at $28,890.
</FN>
</TABLE>

SEE "RISK  FACTORS"  BEGINNING  ON PAGE 7 FOR A  DISCUSSION  OF CERTAIN  FACTORS
RELATING TO THIS OFFERING.
                               ------------------

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission has approved or disapproved of these securities or as passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

This prospectus is accompanied by a copy of Pro-Fac  Cooperative,  Inc.'s Annual
Report on Form 10-K/A-1 for the year ended June 26, 1999.

                     This prospectus is dated October ,1999


<PAGE>



                                                  TABLE OF CONTENTS

                                                                    Page

Prospectus Summary....................................................3
Risk Factors..........................................................7
Ratio of Earnings to Fixed Charges and Preferred Dividends...........11
Where You Can Find More Information..................................12
Forward-Looking Information..........................................13
Use of Proceeds......................................................13
Determination of Offering Price......................................13
Plan of Distribution.................................................14
Business of Pro-Fac..................................................14
Description of Pro-Fac Securities....................................21
Experts..............................................................25


                              ABOUT THIS PROSPECTUS

     You should rely only on the information  contained in this  prospectus.  We
have not authorized  anyone to provide you with information  different from that
contained in this prospectus or incorporated by reference in this prospectus. We
are not  making  offers to sell the  securities  covered by this  prospectus  or
soliciting  offers to purchase the securities  covered by this prospectus in any
jurisdiction  in which such an offer or  solicitation  is not  authorized  or in
which the person making such offer or  solicitation is not qualified to do so or
to  anyone  to whom it is  unlawful  to make  such  offer or  solicitation.  The
information  in this  prospectus  is accurate as of the date on the front cover.
You should not assume  that the  information  contained  in this  prospectus  is
accurate as of any other date.

     Unless  otherwise  indicated,  references in this  prospectus to "Pro-Fac,"
"we,"  "our,"  and  "us"  refer  to  Pro-Fac  Cooperative,   Inc.,  a  New  York
agricultural cooperative formed in 1960, together with its subsidiaries Agrilink
Foods,  Inc. and PF Acquisition II, Inc., which conducts business under the name
AgriFrozen Foods.  References in this prospectus to our fiscal year refer to the
12-month period ended the last Saturday of June of that year.

     This  prospectus  includes  trademarks,  trade names and  service  marks of
Pro-Fac.

     Our principal  executive offices are located at 90 Linden Oaks,  Rochester,
New York 14625. Our telephone number is 716-383-1850.

<PAGE>


                               PROSPECTUS SUMMARY

     You should  read the  following  summary  together  with the more  detailed
information regarding Pro-Fac and the securities being sold in this offering and
our audited consolidated financial statements  incorporated by reference in this
prospectus.

                                     Pro-Fac

     As an  agricultural  cooperative,  we process and market crops grown by our
members.  Our crops  include  fruits,  such as  cherries,  apples,  blueberries,
peaches and plums, vegetables, such as snap beans, beets, cucumbers, peas, sweet
corn, carrots,  cabbage,  squash,  asparagus,  potatoes,  turnip roots and leafy
greens, and popcorn.  Only growers of crops marketed through us, or associations
of such  growers,  can  become  members.  Growers  become  members of Pro-Fac by
purchasing  shares of our common  stock.  You cannot be a member  unless you own
shares of our common stock.

     We have two  subsidiaries,  Agrilink  and  AgriFrozen.  Our  membership  is
divided into two separate classes.  Members who own shares of our Class A common
stock are our Class A members,  and members who own shares of our Class B common
stock are our Class B members.

     Our Class A members  are our  current  members  who deliver raw product for
processing  and sale at the  facilities of Agrilink  Foods,  Inc.,  which is our
wholly owned  subsidiary.  We currently have  approximately  645 Class A members
consisting  of  individual  growers  or  of  associations  of  growers,  located
principally  in  the  states  of New  York,  Delaware,  Pennsylvania,  Illinois,
Michigan, Washington, Oregon, Iowa, Nebraska, Florida, and Georgia.

     We do not currently have any Class B members.  It is  anticipated  that our
Class B members will be those who deliver raw product for processing and sale by
AgriFrozen Foods.

     Agrilink.

     Agrilink is a producer and marketer of processed  food  products.  Agrilink
has four primary product lines including  vegetables,  fruit,  snacks and canned
meals.  The  vegetable  product line  consists of canned and frozen  vegetables,
chili beans,  pickles,  and various other products.  Branded products within the
vegetable  category  include Birds Eye,  Birds Eye Voila!,  Freshlike,  Veg-All,
McKenzies,  Brooks Chili Beans,  Farman's,  and Nalley.  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, and Super
Pop. The canned meal  product line  includes  products  such as chilies,  stews,
soups, and various other  ready-to-eat  prepared meals.  Branded products within
the canned meal category  include  Nalley.  All other  product  lines  primarily
represent  salad   dressings.   Brand  products  within  this  category  include
Bernstein's  and  Nalley.  Agrilink  also sells its  products  to  supermarkets,
warehouse clubs and mass merchandisers  under private labels and to food service
institutions  such as  restaurants,  caterers,  bakeries and  schools.  Agrilink
operates 28 processing  facilities  located throughout the United States and one
facility in Mexico. These processing  facilities provide Agrilink with access to
diverse sources of raw agricultural products.  Agrilink distributes its finished
products  to over  13,000  customer  distribution  points  through a  nationwide
network of distribution centers and food brokers.

     In 1994,  we entered  into a  marketing  and  facilitation  agreement  with
Agrilink.  Under that  agreement,  we supply  Agrilink  with  crops and  provide
additional  financing  to  Agrilink,  Agrilink  provides us with  marketing  and
management services and we share in Agrilink's profits or losses.



<PAGE>


     The Acquisition of Dean Foods Vegetable Company

     On September 24, 1998,  Agrilink  acquired the frozen and canned  vegetable
business of Dean Foods Company, by acquiring from Dean Foods all the outstanding
capital stock of Dean Foods Vegetable  Company and Birds Eye de Mexico SA de CV.
DFVC was a vegetable  processor  selling its products under brand names, such as
Birds Eye, Freshlike and Veg-All, and various private labels. In connection with
the acquisition of DFVC,  Agrilink sold its aseptic  business to Dean Foods. The
aseptic business produced primarily dairy-based  products,  such as puddings and
cheese sauces. In addition to selling its aseptic  business,  Agrilink paid Dean
Foods $360.0 million in cash and issued to Dean Foods a $30.0 million  unsecured
subordinated  promissory  note due November 22, 2008, as  consideration  for the
acquisition  of DFVC.  In  connection  with the  acquisition  of DFVC,  Agrilink
reserved the right to require Dean Foods, in consideration for the payment of an
additional $13.2 million,  to treat the acquisition of DFVC as an asset sale for
tax purposes  under Section  338(h)(10) of the Internal  Revenue Code.  Agrilink
exercised that right on April 15, 1999 and paid Dean Foods $13.2 million.

     Immediately  following the acquisition,  DFVC was merged into Agrilink.  We
believe that the acquisition of DFVC strengthens Agrilink's competitive position
by enhancing its brand recognition and market position,  providing opportunities
for cost savings and operating  efficiencies,  and increasing Agrilink's product
and geographic diversification.

     The Refinancing

     Concurrently  with  the  acquisition  of  DFVC,   Agrilink  refinanced  its
then-existing  indebtedness,   which  included  $160.0  million  of  its  senior
subordinated  notes having an interest  rate of 12 1/4% per year and maturing in
the year 2005, which we refer to as Agrilink's old notes, and its  then-existing
bank debt. As part of its refinancing,  Agrilink purchased substantially all its
old notes for an aggregate  amount of  approximately  $184.0 million,  including
accrued interest of $2.9 million,  terminated its old credit facility and repaid
$176.5 million of indebtedness that had been outstanding under that facility.

     In order to finance the acquisition of DFVC, the subsequent  merger of DFVC
into Agrilink, the refinancing of Agrilink's then-existing indebtedness, and pay
related fees and expenses, Agrilink:

     entered  into and  borrowed  from a new credit  facility,  consisting  of a
     $455.0  million term loan facility and a $200.0  million  revolving  credit
     facility;

     entered into and borrowed from a $200.0 million bridge loan facility; and

     issued the $30.0 million subordinated promissory note to Dean Foods.

     Agrilink  repaid the $200.0  million  bridge loan  facility on November 18,
1998  with  the  proceeds  of an  offering  of  $200.0  million  of  new  senior
subordinated  notes having an interest  rate of 11-7/8% per year and maturing in
the year 2008.  These  "initial"  notes were later exchanged for notes that were
substantially  identical  to the  initial  notes,  except that the new notes are
freely  transferable.  We refer to the notes  issued in exchange  for all of the
initial notes as the "new notes."

     We have guaranteed  Agrilink's  obligations  under the new credit facility,
the subordinated promissory note to Dean Foods Company and its new notes.

     AgriFrozen.

     AgriFrozen  is a producer  and  marketer of  primarily  frozen  vegetables.
AgriFrozen's  products include frozen green peas,  sugar-snap peas, cob corn and
whole kernel corn, green beans,  carrots,  and lima beans.  Although  AgriFrozen
does  have  branded  products,  including  Chef Du Jour,  Perfect  Sense,  Sweet
Jubilee,  Jack  and the  Beanstalk  and  Oregon's  Finest,  most  of its  frozen
vegetable products are packaged and sold under

<PAGE>


private labels.  Under trademark licensing  agreements with Ore-Ida Foods, Inc.,
AgriFrozen  distributes  some of its frozen cob corn products  under the Ore-Ida
and Mini-Gold  trademarks,  certain of its frozen  breaded  vegetable  products,
including  okra,  mushrooms,  zucchini  and  corn  nuggets  are sold  under  the
Tendekrisp and Ore-Ida trademarks and some of its frozen stew vegetable products
are marketed and distributed under the Ore-Ida trademark. In addition, under its
co-packing agreement with Agrilink,  AgriFrozen processes and packages a variety
of frozen  vegetables under  Agrilink's  Birds Eye trademark.  Sales of finished
product sold to Agrilink for  distribution  under the Birds Eye brand constitute
approximately  $30.0 million of AgriFrozen's total net sales for the 1999 fiscal
year.

     On February 23, 1999,  AgriFrozen acquired  substantially all of the frozen
vegetable  processing  assets  of  Agripac,   Inc.,  an  Oregon  cooperative  in
bankruptcy.  In order to finance the acquisition  AgriFrozen  obtained financing
from CoBank, ACB under the credit facilities. The CoBank financing consists of:

     a credit facility consisting of a term loan facility of $30.0 million and a
     revolving  credit  facility  of $55.0  million  for  fiscal  2000 and $50.0
     million for each year thereafter, and

     a $12.0 million subordinated promissory note.

     The net purchase  price for the frozen  vegetable  processing  business was
$80.5  million,  including  expenditures  of  $7.8  million  consisting  of cash
payments of  approximately  $6.4 million to obtain grower  contracts from former
Agripac  member-growers,   and  transaction  expenses  and  miscellaneous  costs
totaling  $1.4  million.  AgriFrozen  also  expects  to pay  severance  costs of
approximately $1.2 million.

     In order to pay the total acquisition price, AgriFrozen:

     borrowed $30.0 million under the term loan facility,

     borrowed a total of $36.9 million under the revolving credit facility, and

     issued the $12.0 million subordinated promissory note.

     The  balance of the total  acquisition  price,  $8.0  million,  was paid by
AgriFrozen  from the sale of  shares  of its  preferred  stock to PFA  Northwest
Growers Cooperative, Inc. In addition, $6.4 million borrowed under the revolving
credit facility was held in escrow until the final purchase price was agreed to.
These  funds  were  returned  to  AgriFrozen  in July  1999 and  applied  to the
revolving credit facility.

     AgriFrozen  granted a security  interest in substantially all of its assets
as security for the CoBank credit facility and the subordinated promissory note.
Neither we nor Agrilink  guaranteed the debts of AgriFrozen or otherwise pledged
any of our respective properties as security for the CoBank financing.  In fact,
all  of  AgriFrozen's  indebtedness  is  expressly  without  recourse  to us and
Agrilink.

     We  have  entered  into  a  marketing  and   facilitation   agreement  with
AgriFrozen.  Under  this  agreement,  we expect to sell the crops of our Class B
members to AgriFrozen at their  commercial  market value ("CMV") for earnings or
processing and  distribution by AgriFrozen.  AgriFrozen has agreed to pay us the
CMV of those crops,  less any earnings or losses incurred on products  processed
using our Class B  members'  crops.  We will  distribute  to our Class B members
payments received from AgriFrozen for our Class B members' crops. The commercial
market value of a crop or its CMV is the weighted  average of the prices paid by
other  commercial  processors  for  similar  crops  used for  similar or related
purposes  sold under  pre-season  contracts or in the open market in the same or
similar market areas.

     AgriFrozen has also entered into an administrative  services agreement with
Agrilink, pursuant to which Agrilink provides AgriFrozen with certain management
consulting and administrative services.



<PAGE>


     Recent Developments.

     On September 16, 1999, Agrilink and Seneca Foods Corporation announced that
they are  currently  negotiating  the purchase by Seneca of  Agrilink's  Midwest
private label canned vegetable  business.  The proposed assets to be acquired by
Seneca will include  Agrilink's  Cambria,  Wisconsin  and  Arlington,  Minnesota
facilities.  The transaction will also include reciprocal co-packing agreements.
The parties are working  toward  finalizing  the  agreement  by early  November,
subject  to  further  due  diligence  and board and  regulatory  approval.  This
transaction does not include Agrilink's  branded canned vegetables,  Veg-All and
Freshlike.



<PAGE>


                                  RISK FACTORS

     Before  you  invest in our  securities,  you should be aware that there are
various risks,  including those described below.  You should carefully  consider
these  risks  together  with  all of the  other  information  included  in  this
prospectus,  incorporated by reference in this prospectus, and filed as exhibits
to our registration  statement before you decide to purchase shares of our Class
A common stock.

     Patronage  income  distributed  to our  Class A  members  will  be  derived
exclusively from Agrilink's operations.

     Our members participate in two separate and distinct pools: (a) the Class A
member  pool,  which is  limited  to Class A members  and (b) the Class B member
pool,  which is limited to Class B members.  A Class A member is a producer  and
supplier of raw products to us for processing by Agrilink. A Class B member is a
producer and  supplier of raw products to us for  processing  at  facilities  of
AgriFrozen. A member's share of patronage proceeds will be determined within the
particular  membership  pool the member is assigned.  All income from  patronage
sources and related expenses will be allocated to either the Class A member pool
or the Class B member pool. Members in the Class A member pool will not have any
right to  participate  in patronage  income  generated by growers in the Class B
member  pool.  Similarly,  members in the Class B member  pool will not have any
right to  participate  in patronage  income  generated by growers in the Class A
member pool. See "Business of Pro-Fac."

     A member's share of proceeds may be less than CMV.

     Payment for crops is based upon the CMV of the crops  supplied to us by our
members.  There is no  relationship,  however,  between the CMV of crops and the
cost of producing  such crops,  since CMV is  determined by supply and demand in
the marketplace.  Under our marketing and facilitation  agreement with Agrilink,
if Agrilink  experiences a loss on products processed from crops supplied by our
Class A  members,  this  loss  will be  deducted  from  the CMV  Agrilink  would
otherwise pay to us for distribution to our Class A members.  Agrilink's ability
to pay us the CMV of crops  supplied by our Class A members will depend in large
part on the overall  profitability  of Agrilink.  There can be no assurance that
Agrilink will be able to pay the CMV of our Class A members' crops.

     Holders of our common stock receive only one vote  regardless of the number
of shares owned.

     Each of our  members  has one vote,  regardless  of the number of shares of
common  stock  held.  If two or more  members  are  joined  in a single  farming
enterprise,  the  participating  members receive only a single vote.  Therefore,
even a member with  substantial  holdings of common  stock will have  relatively
little  control over the  election of  directors  or other  matters on which our
members may vote. See "Description of Pro-Fac Securities."

     Possible discontinuance of crops.

     We continuously  review the ability of our members to produce  high-quality
crops. Based on our evaluations, we may determine to stop marketing, in whole or
in part, a particular crop and terminate or reduce the crops  deliverable  under
the crop delivery agreements of our members producing that crop for sale through
us. The members affected would be required to sell all of their shares of common
stock supporting that portion of the crop to us for cash at its par value, which
is $5.00 per share, plus any declared but unpaid dividends.

     We may also adjust the  quantity of a crop to be marketed  for our members.
This  adjustment  may be  temporary  or  permanent.  Permanent  increases in the
quantity  of a crop to be marketed  would  involve  the  purchase of  additional
shares of common stock, and permanent decreases would involve the sale of shares
of common stock by members.



<PAGE>


     We are the guarantor of Agrilink's indebtedness.

     We do not have any independent  operations or any significant  assets other
than the capital stock of Agrilink and  AgriFrozen.  We are  dependent  upon the
receipt  of  payments  under our  marketing  and  facilitation  agreements  with
Agrilink   and   AgriFrozen,   and  upon  the  receipt  of  dividends  or  other
distributions  from Agrilink to fund our obligations,  including our obligations
under our  guarantees  with  respect to  Agrilink's  indebtedness  under its new
credit facility, the Dean Foods subordinated  promissory note and Agrilink's new
notes.

     Agrilink's   substantial  leverage  and  debt  service  requirements  could
adversely  affect  our  operating  flexibility  and  place  us at a  competitive
disadvantage.

     Agrilink is highly leveraged and has significant debt service requirements.
At June 26, 1999,  Agrilink had $677 million of  indebtedness  outstanding,  not
including  borrowings under its $200 million revolving credit facility.  At June
26,  1999,  Agrilink had $18.9  million of  indebtedness  outstanding  under its
revolving credit facility, representing seasonal working capital borrowings, and
it had issued  $16.2  million of letters of credit  under its  revolving  credit
facility.

     Agrilink's  credit  facility  contains   covenants  imposing  a  number  of
significant  operating and financing  restrictions  on our business,  as well as
Agrilink's business. These covenants, among other things, limit our ability to:

     incur additional indebtedness;
     incur or maintain liens;
     pay dividends or other distributions;
     redeem our capital stock;
     make other restricted payments;
     enter into transactions with affiliates;
     sell or dispose of assets; and
     merge, consolidate or sell all or substantially all of our assets.

     In addition,  we are required under Agrilink's  credit facility to maintain
specified  levels  with  regard to  EBITDA,  interest  coverage,  fixed  charges
coverage,  leverage and net worth.  These provisions could negatively affect our
ability  to react to  changes  in  market  conditions  or to take  advantage  of
business opportunities we believe to be desirable.

     Our or  Agrilink's  failure to comply with these  provisions  in Agrilink's
credit facility would result in a default thereunder.

     In addition,  a substantial portion of Agrilink's cash flow from operations
must be dedicated to the payment of principal and interest on its  indebtedness,
reducing funds available to Agrilink for operations,  capital  expenditures,  or
other purposes. For example:

     Agrilink  must make  interest  payments  on its new notes in the  amount of
     approximately $23.8 million each year;

     Agrilink  is  required  to make  interest  payments  under  the new  credit
     facility  of  approximately  $40.4  million  each year  under the term loan
     facility  and  approximately  $81,000  per $1  million  borrowed  under the
     revolving credit facility, assuming its interest rates do not change;


<PAGE>


     Agrilink  is required to make  annual  principal  repayments  under the new
     credit  facility in amounts of: $8.3 million in fiscal 2000,  $10.8 million
     in each of fiscal  2001,  2002,  and 2003,  $11.1  million in fiscal  2004,
     $195.3 million in fiscal 2005 and $199.5  million in fiscal 2006.  Agrilink
     would not presently be able to make the payments due in fiscal 2005 or 2006
     out of its  current  cash flow and may be  unable  to pay  these  principal
     amounts  when  they  become  due  unless  Agrilink  is  able  to  refinance
     indebtedness; and

     Certain of Agrilink's  loans under the new credit facility have variable or
     floating  interest rates. Of the $446.6 million  principal  amount of loans
     outstanding at June 26, 1999 under Agrilink's term loan facility,  Agrilink
     has  effectively  fixed the  applicable  interest rates for $250 million of
     such loans for three  years  through  interest  rate  hedges.  Accordingly,
     Agrilink   remains   vulnerable  to  increases  in  interest   rates,   and
     correspondingly,  increases in its interest costs,  for the unfixed portion
     of the interest due for this floating rate debt.

     A default  under  Agrilink's  credit  facility  would  allow the lenders to
terminate their loan commitments under Agrilink's revolving credit facility.  In
addition,   Agrilink's   creditors  under  its  credit  facility  could  require
acceleration  of the payment of  principal  and interest on those loans upon the
occurrence  of a default,  causing  all  amounts  owed under  Agrilink's  credit
facility to be immediately  due and payable.  If Agrilink is unable to repay its
indebtedness under it's credit facility,  the lenders could enforce our guaranty
and require us to pay  Agrilink's  indebtedness.  Because we have no independent
operations,  it is unlikely that we would be able to pay such debt. In addition,
because of Agrilink's indebtedness, we are more highly leveraged than several of
our competitors. As a result, our ability to react to changing market conditions
may be limited, our ability to withstand  competitive pressures may be inhibited
and we may be more  vulnerable to a downturn in general  economic  conditions in
our business.

     Delayed payments for crops.

     Our members  receive delayed payment of a portion of the purchase price for
their crops.  This delay may exceed the industry average in some instances.  For
instance,  we have historically paid the final 25% of CMV by July 15 of the year
immediately following the year of delivery. See "Business of Pro-Fac."

     Our members must include as taxable income proceeds for which they have not
received any cash payment.

     A member of Pro-Fac must include in his taxable  income for federal  income
tax purposes his share of the net proceeds of Pro-Fac  realized  from  patronage
business, which is member related business, paid to him in cash and allocated to
his account as qualified  retains.  As a result, a member is required to declare
as income the value of the qualified retains allocated to him even though he has
not received an actual cash payment of that  amount.  Non-qualified  retains are
included in a member's taxable income only when they are redeemed. See "Business
of Pro-Fac."


     Transferability  of our Class A common  stock is  limited  and you may have
limited liquidity.

     The Class A common  stock may only be  transferred  to us or other  Class A
members.  You may not be able to readily  sell your Class A common  stock in the
event you are in an immediate need of a source of cash.

     The  non-qualified  retains  are  not  transferable  and you  have  limited
liquidity.

     Non-qualified retains are  non-transferable.  They do not bear interest and
have no dividend rights.  You may not be able to readily sell your non-qualified
retains for cash, or pledge your non-qualified retains as collateral for loans.



<PAGE>


     We have the ability to change our treatment of retains.

     Every year our board of directors determines whether to redeem our retains,
and, if so, the amount of retains that should be redeemed. Historically, we have
redeemed our  qualified  retains for shares of our Class A cumulative  preferred
stock, and our non-qualified  retains for our Class A Cumulative preferred stock
and cash.

     Historically,  our board of directors  has redeem  retains,  qualified  and
non-qualified,  five years after  issuance.  This policy is subject to change in
the discretion of our board of directors. Our board could, for example, increase
the number of years the retains  must be held  before  they are  redeemed or our
board could decide to redeem the retains for cash only,  for shares of our Class
A cumulative  preferred  stock or shares of some other  authorized  class of our
capital stock, some other form of consideration, or for some combination of cash
and securities.

     Shortages  or  oversupplies  of raw  product due to  seasonality  and other
factors could result in reduced profitability.

     We and our members are subject to all the risks  generally  associated with
the  production  and marketing of  agricultural  commodities.  The production of
agricultural products is predominantly  seasonal.  The vegetable business can be
positively or negatively  affected by national weather conditions because of the
weather's effect on crop yields.  Favorable weather  conditions can produce high
crop yields and an oversupply  situation in a given year.  Oversupply  typically
will result in depressed  selling prices and reduced  profitability  on products
produced  from that  year's  crops.  Excessive  rain or drought  conditions  can
produce low crop yields and a shortage situation.  Shortages typically result in
higher selling  prices and increased  profitability  for products.  Although the
overall  national  supply  situation  controls  pricing,  the  supply can differ
regionally because of variations in weather.

     Risks of the food industry,  including changes in consumer  preferences and
distribution channels could adversely affect our business.

     Food processors are subject to risks of:

     adverse changes in general economic conditions;

     evolving consumer preferences and nutritional and health related concerns;

     changes in food distribution  channels and increasing buying power of large
     supermarket chains, warehouse clubs, mass merchandisers,  super centers and
     other retail outlets that tend to resist price increases and have stringent
     inventory and management requirements;

     federal, state and local food processing controls;

     consumer product liability claims; and

     risks of product tampering.

     Product  liability  claims or product  recalls could  adversely  affect our
business.

     The  packaging,  marketing and  distribution  of food  products  entails an
inherent  risk of product  liability and product  recall and  resultant  adverse
publicity.  We may be subject to significant liability if the consumption of any
of our products causes injury,  illness or death. We could be required to recall
certain of our products in the event of contamination or damage. There can be no
assurances that product  liability claims will not be asserted against us in the
future,  or that any claims that are made will not create adverse publicity that
will have a material  adverse effect on our ability to  successfully  market our
products and on our business, financial condition, and results of operations.


<PAGE>



     Proceeds Not Committed to Specific Purposes.

     The securities  offered are issued on a continuing  basis as part of normal
operations and not to raise funds for any specific purpose.  Our management will
determine the allocation of the net proceeds from the sale of our Class A common
stock. As a result, members will be relying upon our management's judgment as to
the use and investment of the net proceeds.

     Environmental risks; compliance with environmental laws.

     We are  subject to various  federal,  state and local laws and  regulations
relating to the  protection of the  environment.  These  environmental  laws and
regulations  govern the  disposal  of solid and  liquid  waste  material,  which
results from the  preparation  and  processing of foods,  and emissions into the
atmosphere, including odors inherent in the heating of foods during preparation.
These  environmental  laws and regulations  have had an important  effect on the
food processing  industry as a whole,  requiring  substantially all firms in the
industry to incur material expenditures for modification of existing processing,
as well as for the  construction,  operation and closure of waste  treatment and
related  facilities.   We  cannot  predict  what  environmental  legislation  or
regulations  will be enacted  in the  future,  how  existing  or future  laws or
regulations  will be  administered  or interpreted or whether new  environmental
conditions  may  be  found  to  exist.  Enactment  of  more  stringent  laws  or
regulations,  more strict  interpretation  of existing laws and  regulations  or
identification of new conditions may require additional expenditures by us.

     Year 2000 technology problems could cause business interruptions.

     Many currently  installed  computer systems and software products worldwide
are coded to accept only  two-digit  entries to identify a year in the date code
field.  Consequently,  on January 1, 2000,  many of these  systems could fail or
malfunction  because they are not able to distinguish  between the year 1900 and
the year 2000. Accordingly, many companies,  including Pro-Fac and our customers
and suppliers,  may need to upgrade their systems to comply with applicable year
2000 requirements.

     Because we, our  customers  and  suppliers  depend,  to a very  substantial
degree,  upon the proper  functioning  of computer  systems,  a failure of these
systems to  correctly  recognize  dates  beyond  January  1, 2000 could  disrupt
operations.  Any  disruptions  could  have  a  material  adverse  effect  on our
business, financial condition or results of operations.
<TABLE>

                     RATIO OF EARNINGS TO FIXED CHARGES AND
                               PREFERRED DIVIDENDS
<CAPTION>

                                                             Fiscal Years Ended
                                       June 24,   June 29,   June 28,    June 27,   June 26,
                                         1995      1996        1997       1998        1999
<S>                                    <C>        <C>        <C>         <C>        <C>
Ratio of earnings to fixed charges
   and preferred dividends                 1.5       (A)        1.1          1.4       1.6

Pro forma ratio of earnings to fixed
   charges and preferred dividends         1.3       (B)        (B)          1.2       1.5

<FN>
(A)  In the fiscal year ended June 29, 1996,  the earnings  were  inadequate  by
     $37,048,000  to cover the amount of fixed  charges  and  pre-tax  preferred
     dividends.

(B)  In the fiscal  years ended June 29, 1996 and June 28,  1997,  the  earnings
     were inadequate by $43,748,000 and $2,028,000,  respectively,  to cover the
     amount of fixed charges and pre-tax  preferred  dividends  which would have
     been  declared  and paid if all  retained  earnings  allocated  to members'
     "retains" at the end of each fiscal period had been  converted to preferred
     stock at the beginning of the period at the maximum  dividend  permitted by
     law.
</FN>
</TABLE>


<PAGE>


     For purposes of computing the ratio of earnings to fixed charges and
preferred dividends, earnings consist of net proceeds before

     equity in the undistributed earnings of CoBank, ACB;

     fixed charges;

     income taxes; and

     dividends on common and preferred stock.

     Fixed  charges  represent  total  interest  expense.  For  purposes of this
computation,  preferred  dividends  are adjusted to a pre-tax  basis.  Dividends
represent amounts deducted to determine net proceeds in each fiscal year.

     The pro forma ratios of earnings to fixed charges and  preferred  dividends
were computed by further  increasing  combined fixed charges and such dividends,
adjusted to a pre-tax basis, by the amount of pre-tax preferred  dividends which
would have been declared and paid if all retained earnings  allocated to members
at the end of each fiscal  period had been  converted to preferred  stock at the
beginning of the respective periods and the maximum dividend permitted by law of
12 percent of par value was declared and paid thereon.

                       WHERE YOU CAN FIND MORE INFORMATION

     We have filed with the SEC a  registration  statement on Form S-2 under the
Securities  Act  registering,  the  Class A common  stock,  retains  and Class A
cumulative  preferred stock. This prospectus,  which is part of the registration
statement,  does not contain all of the information included in the registration
statement.  Also, any statement made in this prospectus  concerning the contents
of any contract,  agreement or other document is not necessarily complete. If we
have  filed any  contract,  agreement  or other  document  as an  exhibit to the
registration  statement,  you  should  read  the  exhibit  for a  more  complete
understanding of the document or matter involved.

     We are required to file periodic reports and other information with the SEC
under the  Securities  Exchange  Act.  Accordingly,  we file  reports  and other
information with the Commission.

     You may read and copy the  registration  statement,  including the attached
exhibits, and any reports,  statements or other information that we may file, at
the  SEC's  public  reference  room  at  450  Fifth  Street,  N.W.,  Room  1024,
Washington, D.C. 20549-1004, and at the SEC`s Midwest Regional Office located at
Citicorp  Center,  500  West  Madison  Street,  Suite  1400,  Chicago,  Illinois
60661-2511;  and its Northeast  Regional Office located at 7 World Trade Center,
Suite 1300, New York, New York 10048. You can request copies of these documents,
upon  payment of the  duplicating  fee,  by writing to the SEC at its  principal
office at 450 Fifth Street, N.W., Washington,  D.C. 20549-1004.  Please call the
SEC at  1-800-SEC-0330  for further  information  on the operation of the public
reference rooms. Our and Agrilink's SEC filings are also available to the public
on the SEC's Internet site (http://www.sec.gov).

     The SEC allows us to "incorporate  by reference"  information we have filed
with it,  which  means  that we can  disclose  important  information  to you by
referring you to those previously filed documents.  These incorporated documents
contain  important  business  and  financial  information  about  us that is not
included in or delivered with this prospectus,  and later information filed with
the SEC will update and supersede this information. The information incorporated
by reference is  considered to be part of this  prospectus.  We  incorporate  by
reference the document listed below.

     Our Annual Report on Form 10-K/A-1 for the year ended June 26, 1999.

     A copy of our Annual Report on Form 10-K/A-1 for the fiscal year ended June
26,  1999 is being  delivered  with this  prospectus.  The above  filing is also
available at the SEC's offices and Internet site described

<PAGE>


above.  You may request a copy of the filing by writing or telephoning us at the
following  address:  Pro-Fac  Cooperative,  Inc., 90 Linden Oaks,  P.O. Box 682,
Rochester, New York 14603, Attention: Vice-President-Communications;  telephone:
(716) 383-1850.

                           FORWARD-LOOKING INFORMATION

     This  prospectus,   together  with  the  annual  report  on  Form  10-K/A-1
incorporated into this prospectus,  contains forward-looking  statements,  which
are not  statements of  historical  facts.  We have based these  forward-looking
statements on our current  expectations  and  projections  about future  events,
based  on  the  information  currently  available  to  us.  The  forward-looking
statements  include,  among other things,  our  expectations and estimates about
business operations, strategies and future financial performance.

     The  forward-looking  statements  are subject to risks,  uncertainties  and
assumptions  about  us,  and  about the  future,  and  could  prove to be wrong.
Important  factors that could cause actual results to differ materially from our
expectations  are discussed in this  prospectus,  including the  forward-looking
statements  included  in this  prospectus  and under "Risk  Factors."  Among the
factors that could impact our ability to achieve our goals are:

     the impact of strong competition in the food industry;

     the impact of weather on the volume and quality of raw products;

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

     our success in integrating  operations  (including  whether the anticipated
     cost  savings in  connection  with  acquisitions  will be realized  and the
     timing of any such  realization)  and the  availability  of acquisition and
     alliance opportunities;

     our ability to achieve gains in productivity,  and improvements in capacity
     utilization; and

     our ability to service debt.

     We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information,  future events or otherwise.
In light of these risks,  uncertainties  and  assumptions,  the  forward-looking
events discussed in this prospectus may not occur.

                                 USE OF PROCEEDS

     The  securities  offered  are issued on a  continuing  basis as part of our
normal  operations and are not offered to raise funds for any specific  purpose.
Our Class A common  stock is sold from time to time to new members or to members
who increase the quantity of crops  marketed  through us for sale and processing
at Agrilink's facilities.  Retains are issued annually to represent net proceeds
from  patronage  business  retained  by us and are  used for  general  corporate
purposes,  such as the  financing of fixed assets and the  reduction of short or
long-term  borrowings,  as  determined  by the board of directors at the time of
receipt.  We receive no cash proceeds from the issuance of our shares of Class A
cumulative preferred stock.

                         DETERMINATION OF OFFERING PRICE

     Our Class A common  stock issued by us is at its $5.00 par value to Class A
members or to growers who wish to become Class A members and meet our  standards
for  membership.  The amount of patronage  proceeds issued to our members in the
form of retains is determined  annually by our board of directors.  One share of
our Class A cumulative  preferred  stock is issued for each $25 worth of retains
redeemed by us.



<PAGE>


                              PLAN OF DISTRIBUTION

     The Offering.

     We are offering  shares of our Class A common stock to our current  Class A
members  and to  growers  who  wish to  become  Class A  members  and  meet  our
standards.  Shares  of our  Class A common  stock  will be sold  based  upon the
quantity and types of crops to be marketed through us by the grower-offeree.

     The Distribution.

     The  offering  will  be  implemented  through  our  Agricultural   Services
Department.  Members  of  the  Agricultural  Services  Department  will  provide
assistance in this offering,  which may consist of: (i) assisting in the mailing
of  this   prospectus;   (ii)  responding  to  phone  inquiries  from  potential
grower-offerees  with  regard to  matters  of an  administrative  nature;  (iii)
maintaining  records  of all  subscriptions;  and (iv)  attending  informational
meetings for potential  grower-offerees and communicating with them by telephone
concerning the information contained in this prospectus.

     None of the members of our Agricultural  Services Department are registered
with  the  SEC  as a  broker-dealer.  No  member  of our  Agricultural  Services
Department will receive any compensation or other remuneration,  either directly
or indirectly, for his or her assistance in this offering. Any time spent by the
members of our Agricultural  Services Department to assist in this offering will
be incidental to his or her regular duties at Pro-Fac.

     Subscription Procedure.

     Subscriptions  for the Class A common stock can be made by  completing  and
signing the subscription  agreement provided with this prospectus and mailing it
to Pro-Fac Cooperative,  Inc., 90 Linden Oaks, P.O. Box 682, Rochester, New York
14603,   Attention:   Kevin  M.  Murphy,   Vice  President  Member  Relations  -
Agricultural Services Department.

     The execution and delivery of the subscription  agreement will obligate the
subscriber to irrevocably  and  unconditionally  acquire the number of shares of
Class A common stock subscribed for in the  subscription  agreement if we accept
the  subscription.  We reserve the right to accept or reject any subscription in
whole or in part in our sole and complete discretion.

     By executing the subscription agreement,  each grower-subscriber  expressly
grants to us the right to  repurchase  his shares of Class A common  stock for a
total consideration of $5.00 for each share.

     Prospective  growers-subscribers are referred to the subscription agreement
provided  with  this  prospectus  for the full text of the  representations  and
warranties and other agreements and obligations he will make to or with Pro-Fac.

                               BUSINESS OF PRO-FAC

     We are an  agricultural  cooperative  formed  under  New York  State law to
process and market  crops grown by our members.  Only growers of crops  marketed
through Pro-Fac, or associations of such growers, can become members of Pro-Fac.

     Membership.

     Membership  in Pro-Fac is evidenced by the  ownership of our common  stock.
Our common stock is divided into two classes -- Class A common stock and Class B
common stock.  Holders of Class A common stock are "Class A members." Holders of
our Class B common  stock are "Class B members."  We do not  currently  have any
Class B  members.  Crops  supplied  to us by our  Class A  members  are  sold to
Agrilink for

<PAGE>


processing, and crops supplied by our Class B members will be sold to AgriFrozen
for processing. See "Description of Pro-Fac Securities - Common Stock".

     Growers  desiring  to become  members of Pro-Fac  are  required  to file an
application for  membership.  In the application a grower agrees to, among other
things, purchase the required number and class of shares of our common stock, as
determined  by our board of directors  based upon the quantity and type of crops
to be marketed through Pro-Fac by the member-applicant.

     We currently have approximately 645 Class A members located  principally in
New York, Delaware, Pennsylvania,  Illinois, Michigan, Washington, Oregon, Iowa,
Nebraska,  Florida, and Georgia.  Crops grown by our members and purchased by us
include:

     fruits, such as cherries, apples, blueberries, peaches and plums,

     vegetables,  such as snap beans, beets, cucumbers, dry beans, spinach, lima
     beans, peas, sweet corn, carrots,  cabbage,  squash,  asparagus,  potatoes,
     turnip roots and leafy greens, and

     popcorn.

     Regional Representation.

     The business of Pro-Fac is conducted  pursuant to policies  established  by
our board of directors.  The territorial area in which Pro-Fac operates has been
divided  into  geographic  regions  based on natural  divisions  of product  and
location.  In addition,  some regions have been further  divided into districts.
The members within each region or district are represented on Pro-Fac's board of
directors by at least one director. In an effort to insure a reasonably balanced
representation  of  members  from  various  geographic  regions  on our board of
directors,  our board of  directors  designates  the number of  directors  to be
elected from each region or district based on the value of raw product delivered
by the members  from the  particular  geographic  region.  Presently,  Pro-Fac's
operations are conducted in five regions.  Those regions,  as well as the number
of directors  elected from each of those  regions,  are  identified in the table
below.


                                                           Present Number
     Region                        Area                     of Directors

  I   (Dist.  1)        Western Upstate New York                  2
      (Dist.  2)        Eastern Upstate New York                  2
      (Dist.  3)        Pennsylvania and Delaware                 1
 II   (Dist.  1)        Michigan                                  3
      (Dist.  2)        Illinois                                  1
III                     Iowa and Nebraska                         1
 IV                     Washington and Oregon                     1
  V                     Georgia and Florida                       1

     The members in each region elect the director or directors for that region.
In the case of a region  that is divided  into  districts,  the  members in each
district elect the directors for that district. There are currently 12 directors
on our board of  directors  even  though our  bylaws  permit us to have up to 18
directors. Although our bylaws authorize our board of directors to appoint up to
one-fifth  of the total  number of  directors,  our  members  have  historically
elected all our directors.

     Commodity Committees.

     Commodity committees have been established for each of the major crops
marketed  through us. Each committee member is a member of Pro-Fac who grows the
crop or crops with which his committee represents.

<PAGE>


The  committees are charged with the  responsibility  of counseling and advising
our board of  directors,  our  officers  and  management  of  matters  generally
associated with the specific crop or crops the committee members represent.

     Under our current  policy,  if a  particular  crop is produced in different
geographic areas,  commodity  committees are established either for the separate
geographic areas or for a combination of the geographic  areas.  Members of each
commodity  committee  are  elected  by the  members  of Pro-Fac in the region or
regions for which the particular commodity committee serves.

     Our  commodity  committees  have  been  active  in  advising  our  board of
directors on numerous matters affecting Pro-Fac crops,  particularly with regard
to the  determination  of CMV  and  the  content  of the  annual  crop  delivery
agreements,  which specify, among other things, the terms under which crops will
be grown, harvested and delivered.

     Marketing of Members' Crops.

     General Marketing  Agreement.  Each member of Pro-Fac enters into a general
marketing  agreement with Pro-Fac. In the general marketing agreement the member
appoints Pro-Fac as his exclusive agent for processing and marketing the portion
of his crop committed under the general marketing agreement,  and under the crop
delivery  agreements  executed between Pro-Fac and the members each year for the
then up-coming growing season. In the general marketing agreement Pro-Fac agrees
to make  available,  through its  marketing  and  facilitation  agreements  with
Agrilink and  AgriFrozen,  facilities  for  receiving and  processing  the crops
delivered by its members to Agrilink or AgriFrozen, as the case may be.

     Passage of Title to Crops. Upon a member's delivery of crops to us, we take
title to the crops and have the right to transfer, process or encumber the crops
as we see fit, subject to the provisions of the general marketing  agreement.  A
member  delivering  crops to Pro-Fac has no control  over those crops  following
delivery.  Prior to delivery to Pro-Fac,  each member  bears all risk of loss or
damage to his crops.

     Quantity of Crops  Marketed.  The  quantity of a crop to be  delivered by a
member in any year is the  quantity  established  in the  annual  crop  delivery
agreements which are supplements to the general  marketing  agreements.  Members
are required to purchase additional shares of common stock if they undertake to:

     increase their delivery to Pro-Fac of a particular crop or

     grow a new type of crop to be marketed through Pro-Fac.

     A member's  common stock  ownership is dependent upon the quantity and type
of raw product to be delivered by the member.

     If  we  determine  that  additional  quantities  of a  crop  are  required,
additional  shares of common  stock  will be  offered  to  growers  of the crop.
Qualified  current  members of Pro-Fac in the area where the crop is needed will
be given the first  opportunity  to purchase  the stock.  If a reduction  in the
quantity of a crop is required, the common stock holdings of all Pro-Fac members
delivering that crop will be  proportionately  reduced.  The opportunity to grow
additional crops and the requirement to reduce crop production will be given and
made by our board of directors.

     If a change in total crop  requirement is determined to be only  temporary,
adjustments  of  common  stock  holdings  will not be  required.  If  additional
quantities are temporarily required, we will offer our members currently growing
the crop the  opportunity  to deliver the additional  quantities,  on a pro rata
basis, without regard to membership class. If a temporary reduction in a crop is
required,  we may  temporarily  pro-rate  downward  the  quantity  of  the  crop
delivered by all members supplying it, without regard to membership class.



<PAGE>


     If the deliveries of a crop are temporarily pro-rated downward, the members
affected  may,  with the  approval  of our board of  directors,  be offered  the
opportunity to sell their excess common stock to Pro-Fac.

     A member  choosing  to sell a portion of his shares of common  stock  would
permanently reduce, by a corresponding amount, the amount of crop he is entitled
to deliver to Pro-Fac.

     The quantity of a  particular  crop to be delivered to Pro-Fac may be based
on:

     the  actual  number of acres the  member  agrees to plant and  harvest  for
     delivery to Pro-Fac, or

     a specified tonnage.

     For example,  growers of sweet corn and snap beans typically agree to plant
and harvest a specified number of acres of those crops, while growers of squash,
carrots and  asparagus  typically  agree to supply a specified  tonnage of those
crops.

     Agent  Growers.  If a member  is  temporarily  unable to  fulfill  his crop
production  obligations  to  Pro-Fac,  either in whole or in part,  he may, on a
temporary basis,  contract with another grower or growers, who may, but need not
be, a member,  to fulfill all or a part of the member's  obligations  to deliver
crops to Pro-Fac. In the event a member contracts with another member to fulfill
his crop production obligations,  the member must be of the same class. In other
words,  Class A members may only contract with other Class A members and Class B
members may only  contract with other Class B members.  All payments,  including
the  allocation  of  retains,  made by Pro-Fac for crops  delivered  by an agent
grower will be made  directly to the agent  grower.  A member may not utilize an
agent grower to fulfill his production  obligations  to Pro-Fac more  frequently
than once in any two consecutive years without subjecting himself to a mandatory
transfer of his excess common stock.

     Payment for Members' Crops.

     Commercial  Market Value.  Our marketing and  facilitation  agreements with
Agrilink and AgriFrozen provide,  generally, that we will be paid the CMV of the
crops purchased from us.

     Acting  upon  the  recommendation  of  a  joint  committee,  our  board  of
directors,  together with the board of directors of Agrilink, will determine the
CMV of our Class A members' crops; and our board of directors, together with the
board of directors of AgriFrozen, will determine the CMV of our Class B members'
crops.  The joint  committee  is  comprised  of the chief  executive  officer of
Agrilink and an equal number of Pro-Fac directors and disinterested directors.

     In  making  its  determination,  the joint  committee  will  consider  data
supplied by Agrilink and  AgriFrozen  concerning  pre-season  contracts and open
market  purchases  for  various  crops.  The  joint  committee  will  also  give
considerable weight to the advice of the commodity  committees  representing the
various crops marketed through Pro-Fac.

     Pools.  Our membership is divided into two separate and distinct pools: (a)
our Class A member pool, which is limited to Class A members and (b) the Class B
member pool, which is limited to Class B members.

     Patronage Proceeds.

     Our patronage  proceeds are equal to our gross receipts,  which are derived
from sources that under law qualify as patronage  income,  including income from
the sale of raw products and all income from other patronage  sources,  less our
operating  expenses  attributable to the production of our patronage income. Our
operating  expenses  include  overhead,  interest,  dividends on capital  stock,
maintenance,  depreciation,  obsolescence,  bad  debts,  taxes and other  proper
costs,  all as  determined  by our  board of  directors.  Gains and  losses  are
distributed  based on the nature of the  business  disposed of, but in any event
such gains and losses are to be  distributed  to the  members of the  particular
pool affected.


<PAGE>



     Members' Share of Patronage Proceeds.

     A member's share of patronage  proceeds is determined within the particular
pool to which the member is assigned.  Within each pool,  each member's and each
agent grower's pro rata share of the patronage  proceeds is determined  annually
based upon each member's share of the year's total CMV within the pool.

     In any year in which patronage proceeds of a particular pool exceed the CMV
of the pool,  the members  within that pool will be paid or allocated  their pro
rata portion of the excess  patronage  proceeds.  Similarly,  if in any year the
patronage  proceeds of a particular  pool are less than CMV of the pool then the
CMV paid to each  member  and agent  grower as the  purchase  price for his crop
shall be reduced by his share of the loss of the pool for the year.

     Payment of Patronage Proceeds.  Our bylaws require us to pay or allocate to
each member or agent  grower his pro rata share of patronage  proceeds  within 8
1/2 months after the end of our fiscal year.

     Retention  of  Patronage  Proceeds.  A portion  of the  patronage  proceeds
payable to our members  may be retained by us for use as working  capital or for
other general corporate purposes.  Retained patronage proceeds are characterized
as either  qualified  retains  or  non-qualified  retains.  The  portion  of the
patronage  proceeds of a  particular  pool that are  retained  will be allocated
among the members and agent growers within the pool.

     Under the Internal  Revenue Code,  we are permitted to deduct,  for federal
income tax purposes,  the entire amount of retained patronage proceeds allocated
(but not yet distributed) to our members, provided,

     we give our  members a  "qualified  written  notice of  allocation,"  which
     discloses  to the member  the  stated  dollar  amount  allocated  to him as
     retained patronage income;

     each member  consents to include in his gross  income for the taxable  year
     the  stated  dollar  amount  of the  allocation,  as well as the  amount of
     percentage income actually distributed to him; and

     at least 20% of each member's retained patronage income is paid in cash.

     If all of  these  requirements  are  met,  the  retained  patronage  income
constitutes a qualified retain.  Retained patronage income not meeting the above
requirements is a non-qualified retain.

     Our bylaws  require us to pay or account  annually to our members for their
crops,  on a cooperative  basis, in cash and through the allocation of retains -
qualified or non-qualified - as our board of directors  determines.  In four out
of the past five  years we have paid our Class A members  the full CMV of all of
their products  marketed through us. Patronage  proceeds in excess of CMV, after
payment of dividends on our capital  stock,  have been paid partially in cash to
our  members  and  partially  in the form of retains.  In fiscal  1996,  Class A
members' cash payments for CMV were reduced by 10%.

     The  percentages of CMV paid in cash or allocated to our Class A members as
retains over the last five fiscal years are as follows:

                                             Fiscal Years Ended June
                                     1995     1996     1997    1998     1999
                                     ----     ----     ----    ----     ----

Paid in cash                         102.6%   90.0%   101.7%   102.6%   100.0%
Allocated as qualified retains        10.6     0.0      5.2      7.9      0.0
Allocated as non-qualified retains     0.5     0.0      0.0      0.0      0.0
                                     -----    ----    -----    -----    -----

Total                                113.7%   90.0%   106.9%   110.5%   100.0%
                                     =====    ====    =====    =====    =====


<PAGE>



     Timing of Payments for Crops.  Both Agrilink and  AgriFrozen  are required,
under their respective marketing and facilitation  agreements with us, to pay us
the purchase price for crops  purchased from us on a date or dates that coincide
with the time of  payment  for crops by us to our  members.  The actual CMV of a
crop cannot  ordinarily be determined  until well after the harvest,  so initial
payments are generally  based upon the final CMV established for the crop in the
prior year,  unless the board of  directors  determines  that  average  industry
prices have changed significantly since that time.

     Recognizing the costs involved in harvesting and delivering a crop, we have
adopted a policy of offering  harvest  time cash  advances to our  members.  The
terms and conditions  governing  these advances are specified in the annual crop
delivery  agreements.  The harvest time payment is usually due approximately one
week after  delivery  of a crop,  and the total  amount of the  advance  may not
exceed 50% of the crops  estimated  CMV.  The harvest  time advance is repaid by
deducting the amount of the advance from the first CMV payment otherwise due the
member for the crop.

     Once  payments  for   particular   crops  are  received  from  Agrilink  or
AgriFrozen,  we will pay the funds  received  over to the members of the Class A
pool or the Class B pool, as the case may be, who delivered those crops. Subject
to minor  variations,  we have  historically paid our members the purchase price
for their crops in accordance with the following schedule:

     50% of  estimated  CMV is paid not later than 30 days after  completion  of
     delivery of a particular crop;

     another  25% of  estimated  or actual  CMV is paid not later  than 120 days
     after the average date of final delivery for each crop; and

     the balance of CMV is paid not later than the  immediately  following  July
     15.

     Any  payments in addition to CMV are made as soon as  possible,  but in any
event within 8 1/2 months following the end of our fiscal year.

     For  example,  if a member  delivers  crops to us with a CMV of  $10,000 on
September 1, 1999 and a total of $1,050 in  patronage  proceeds in excess of CMV
is earned for the year and  allocated  to him,  he will be paid or  allocated  a
total of $11,050 for his crops. Of this amount, he will be paid $10,000 (CMV) in
cash, in three  installments  based on the  following  schedule of payments from
Agrilink or AgriFrozen, as the case may be:

     $5,000 by October 1, 1999, less any harvest time advance;

     $2,500 by February 1, 2000,  assuming this member's date of final  delivery
     coincides with the average date of final delivery for the same crop, and

     $2,500 by July 15, 2000.

     In addition,  as soon as the necessary  computations  can be made and final
payment is received from Agrilink or AgriFrozen,  as the case may be, but before
March  15,  2001,  the  $1,050  of  excess  patronage  proceeds  will be paid or
allocated to the member in the form of cash or retains.  A minimum of 20% of the
excess over CMV, in the above example $210,  must be distributed in cash and the
balance may be distributed in the form of retains.  See  "Description of Pro-Fac
Securities."

     Tax Matters.

     As a cooperative,  we are taxed under  Subchapter T of the Internal Revenue
Code.  Subchapter T imposes regular  corporate income tax rates on cooperatives,
but at the same time allows  cooperatives  to deduct from  taxable  income,  for
federal income tax purposes, certain deductions which are not available to other
business  corporations.  In  particular,  under  Subchapter T a cooperative  may
deduct from its taxable income all

<PAGE>


amounts which are paid to its members and other  patrons as patronage  dividends
(either in cash or through the allocation of amounts retained by the cooperative
and  represented by qualified  written  notices of  allocation)  with respect to
patronage occurring during the taxable year.  Non-patronage-sourced  income of a
cooperative is subject to federal income tax at the cooperative level.

     In general,  the payments from earnings of a cooperative  to its members in
the form of cash and qualified retains constitute patronage dividends within the
meaning of Subchapter  T. Members and other patrons of a cooperative  must agree
to include in their taxable income in the year received all amounts of patronage
dividends  paid in cash or  allocated to their  accounts as  qualified  retains.
Patronage  income  allocated  by a  cooperative  to its  members  in the form of
non-qualified  retains is taxable at the cooperative level when such retains are
issued.  In  the  year  in  which  non-qualified   retains  are  redeemed  by  a
cooperative,  the  cooperative  receives  a tax  deduction  in the amount of the
retains which are redeemed.  Members and other patrons of the  cooperative  must
agree  to  include  in  their  taxable  income  in the  year of  redemption  any
non-qualified retains redeemed by the cooperative.

     Under our marketing and facilitation agreement with Agrilink,  payments are
made by Agrilink for the crops of our members. Such payments, in part, are based
upon the earnings of Agrilink  derived from  products  processed  from the crops
supplied by our Class A members.  These  payments are classified and reported by
us, for federal income tax purposes, as patronage-sourced  income. Because there
are few guidelines in this area of law, such classification and reporting has in
the past led to  audit  disputes  with the  Internal  Revenue  Service.  The IRS
clarified its position in a technical  advice  memorandum to us on September 23,
1991. Although changes have occurred in our relationship with Agrilink since the
issuance  of the  technical  advice  memorandum,  the  contractual  relationship
requiring   the  payments   based  upon  the   earnings  of  Agrilink,   remains
substantively  the same as when the  technical  advice  memorandum  was  issued.
Accordingly,  we have  continued  to treat  payments  based upon the earnings of
Agrilink as patronage-sourced  income. In January 1995, Agrilink's and our board
of directors  approved  appropriate  amendments  to  Agrilink's  bylaws to allow
Agrilink to qualify as a cooperative  under  Subchapter T of the Code. On August
24, 1995,  we received a favorable  ruling from the IRS  approving the change in
tax treatment  effective for fiscal 1996.  This ruling also  confirmed  that the
change in Agrilink's tax status would have no effect on our ongoing treatment as
a cooperative  under  Subchapter T of the Code.  Based on the foregoing,  Harris
Beach & Wilcox,  LLP is of the opinion that payments to members of Pro-Fac based
upon  earnings  of  Agrilink  continue to  constitute  patronage-sourced  income
pursuant to Subchapter T of the Code. In the event, however, the IRS changes our
classification as a cooperative and/or the reporting of patronage-sourced income
by us, additional income taxes and interest could be assessed as a result of the
reclassification   of   income   reported   as   patronage-sourced   income   to
non-patronage-sourced income.

     Our marketing and  facilitation  agreement with AgriFrozen is substantially
the same as the one we have with Agrilink. In reliance upon the technical advice
memorandum   discussed   above,   we  believe  that,  so  long  as  AgriFrozen's
relationship  with us is substantially  similar to Agrilink's  relationship with
us, that  payments  to our Class B members  based upon  earnings  of  AgriFrozen
derived from products  processed  from the crops supplied by our Class B members
will constitute patronage-sourced income pursuant to Subchapter T of the Code.

     From time to time various  proposals have been made and bills introduced in
Congress  which would have the effect of  modifying or  eliminating  the present
provisions  of the Code  pursuant  to which  cooperatives  are  taxed  and could
subject cooperatives to greater federal income tax liability. It is not possible
to predict  whether any such proposal may be adopted,  or if adopted what effect
it might  have on our  federal  income  tax  liability  and the  federal  income
liability of our members.

     In  addition,  from time to time the IRS issues  revenue  rulings,  revenue
procedures,  and other official  statements,  which may be either prospective or
retrospective in application,  by which it seeks to interpret and administer the
provisions of the Code  applicable  to  cooperatives.  It is also  impossible to
predict the effect any  administrative  interpretations  which may be adopted in
the future would have on our federal tax liability or that of our members.



<PAGE>


     Tax Treatment of Amounts Paid or Allocated to Members.

     Under the federal income tax laws,  our members must  currently  include in
their taxable income  calculation the purchase price for their crops,  including
all cash payments and allocations of qualified  retains.  Non-qualified  retains
are not  subject to current  taxation  to our members and are taxable to members
only if and when redeemed by us.

                        DESCRIPTION OF PRO-FAC SECURITIES

     This  description  summarizes  some  of  the  provisions  of  our  restated
certificate of incorporation, a copy of which has been included as an exhibit to
the registration  statement.  If you want more complete information,  you should
read the provisions of our restated certificate of incorporation.

     Our authorized capital stock consists of 5,000,000 shares of Class A common
stock,  2,000,000  shares  of Class B common  stock  and  55,000,000  shares  of
preferred  stock.  We are also  authorized to issue up to $15,000,000 of special
membership interests.

     As of August  28,  1999,  we had  outstanding  2,040,568  shares of Class A
common stock,  39,635 shares of non-cumulative  preferred stock with a par value
of $25 per share,  3,694,495 shares of Class A cumulative preferred stock with a
par  value of  $1.00  per  share  and  26,061  shares  of Class B,  series 1 10%
cumulative preferred stock with a par value of $1.00 per share.

     Common Stock.

     Rights  to  dividends  and on  liquidation.  Any  outstanding  retains  and
preferred  stock would rank senior to the common stock in respect of liquidation
rights and dividend rights.

     Under present law,  dividends on our common stock may not exceed 12% of its
par value per year.  Members who purchase shares of common stock in installments
are entitled to receive  dividends only on those shares of common stock actually
issued to them.

     Voting.  All voting  power is vested  exclusively  in the holders of common
stock.  However, each member is entitled to one vote regardless of the number of
shares  held.  When  two or more  holders  of  common  stock  are  joined  in an
agricultural  venture, our board of directors will determine whether the venture
is a single enterprise, entitling the participating holders to a single vote, or
multiple enterprises, entitling the holders to more than one vote.

     Preemptive  rights.  Holders of our  common  stock do not have any right to
purchase  additional  shares of common  stock or any of our capital  stock if we
sell shares to others.

     Conversion  rights.  Our  common  stock is not  convertible  into any other
security of Pro-Fac.

     Required disposition and redemption of common stock.

     In the event a member  is no longer a  producer  of  agricultural  products
     marketed through us then the member is required to dispose of his shares of
     common stock.

     Upon the death of an individual  member,  the estate of the deceased member
     will continue as a member for the purposes of winding up the affairs of the
     deceased  member until all of the  obligations of the deceased member to us
     have been  performed,  including those under any then current crop delivery
     agreement.  After fulfillment of the deceased  member's  obligations to us,
     the deceased  member's estate is required to dispose of the member's common
     stock.


<PAGE>


     In the event we  discontinue a crop,  then all members  whose  ownership of
     common stock is based upon their marketing of the discontinued crop through
     us will be  required to sell their  common  stock to us for cash at the par
     value, plus any declared but unpaid dividends.

     In the event a member  desires or is required by us to  permanently  reduce
     the  quantity  of a crop  which  he sells to us,  then the  member  will be
     required  to  dispose  of the  number of shares of his  common  stock as is
     necessary  to bring his  ownership  of shares of common  stock into  proper
     relationship to the quantity and type of crops which he markets through us.

     A member who voluntarily wishes to sell his common stock or who is required
to sell his shares of common stock must make a reasonable effort to find another
grower within the disposing  member's  pool,  that is, a Class A member must use
reasonable efforts to find another grower in the Class A member pool and a Class
B member  must use  reasonable  efforts  to find  another  grower in the Class B
member pool, who is willing to purchase the member's common stock and assume all
of his  obligations  to us and who  meets all  requirements  for  membership  in
Pro-Fac.  We will give a  disposing  member a  reasonable  period of time within
which to find another grower.

     We may assist the disposing  member in finding  another  grower by advising
him of the price another  qualified grower in the appropriate  class,  that is a
Class A membership  or Class B  membership,  acceptable to us, is willing to pay
for the stock.  Historically,  these prices have varied  widely by commodity and
the region in which the crop  associated  with the common  stock is to be grown.
Sales are  often at a price  exceeding  the $5.00 par value at which the  common
stock was originally  issued.  Historically,  there has usually been  sufficient
demand for common stock offered for sale by members.

     In the event the  disposing  member  is unable to find a  qualified  grower
within a reasonable  period of time, the member must sell his common stock to us
for cash at par value plus any declared and unpaid dividends.

     Liability to further assessment. Shares of our common stock are not subject
to further call or assessment.  Under the New York Cooperative Corporations Law,
however, each member of a cooperative corporation, as well as each director, may
be personally  liable for certain amounts due to employees for services rendered
to the cooperative.

     Transfer agent. We function as our own transfer agent for our common stock.

     Transferability. Our common stock is issued only to growers of agricultural
products  marketed  through  us,  or to  associations  of  growers,  and  may be
transferred only to another grower who meets our membership standards.  A member
holding  shares of Class A common stock may only  transfer his shares to another
member  owning  shares  of Class A common  stock  or to a  grower  eligible  for
membership  in  Pro-Fac  and  eligible  to own  shares of Class A common  stock.
Similarly,  a member  holding  shares of Class B common stock may only  transfer
shares to another  member  owning  shares of Class B common stock or to a grower
eligible for  membership in Pro-Fac and eligible to own shares of Class B common
stock.

     Non-Cumulative  Preferred  Stock,  Class A Cumulative  Preferred  Stock and
Class B, Series 1 Cumulative Preferred Stock.

     General.  Our non-cumulative  preferred stock, Class A cumulative preferred
stock and Class B, series 1 cumulative  preferred stock are not convertible into
any other securities. We are not obligated to redeem or retire these securities.


<PAGE>



     Our Class A  cumulative  preferred  stock is listed on The Nasdaq  National
Market under the symbol "PFACP." There is currently no active trading market for
either our  non-cumulative  preferred  stock or our Class B,  series 1 preferred
stock.  We  do  maintain  an  ongoing  exchange  program  to  allow  holders  of
non-cumulative  preferred  stock to exchange their shares for Class A cumulative
preferred stock on a  share-for-share  basis. A "blackout" period exists between
the dividend qualifying date for the non-cumulative  preferred stock and October
16 each year when such  exchanges  cannot be made.  This  prevents a holder from
collecting  the  annual  dividend  on the  non-cumulative  preferred  stock  and
immediately  becoming eligible to collect the quarterly  dividend on the Class A
cumulative preferred stock.

     Our Class B, series 1 preferred  stock is issuable to employees of Agrilink
pursuant  to an  employee  stock  purchase  plan.  Under the plan  employees  of
Agrilink can purchase shares of Class B, series 1 cumulative  preferred stock at
a price of $10.00 per share.

     Ranking.  The non-cumulative  preferred stock, Class A cumulative preferred
stock and Class B, series 1 cumulative preferred stock rank senior to the common
stock and are on parity  with each other  with  respect  to  dividends  and upon
liquidation.

     Generally,  this  means that we cannot pay  dividends  on our common  stock
unless  we have  paid the full  amount of the  dividends  on the  non-cumulative
preferred  stock,  Class A  cumulative  preferred  stock and  Class B,  series 1
cumulative  preferred stock that are due and owing at the time.  Also, if we are
dissolved or liquidated,  holders of the non-cumulative preferred stock, Class A
cumulative  preferred stock and Class B, series 1 cumulative preferred stock are
required to be paid the full amount of their liquidation  preferences before any
assets can be distributed to holders of common stock. The liquidation preference
of the non-cumulative  preferred stock is $25 per share plus declared and unpaid
dividends.  The liquidation preference of the Class A cumulative preferred stock
is $25 per  share  plus  all  accrued  and  unpaid  dividends.  The  liquidation
preference of the Class B, series 1 cumulative  preferred stock is $10 per share
plus all accrued and unpaid dividends.

     So long as shares of non-cumulative preferred stock remain outstanding,  we
cannot  create any class of stock that would rank  senior to the  non-cumulative
preferred  stock with respect to  liquidation  and dividend  rights  without the
consent of at least 2/3 of the outstanding  shares of  non-cumulative  preferred
stock.

     Dividends.  Holders  of  non-cumulative  preferred  stock are  entitled  to
receive,  when and as declared by our board of  directors,  non-cumulative  cash
dividends  at the rate per  annum of not less than 6% per share of the par value
of such shares.

     Holders of Class A cumulative preferred stock are entitled to receive, when
and as  declared  by our board of  directors,  cumulative  cash  dividends  at a
quarterly rate equal to $.43 per share, or an annual rate of approximately 6.88%
of the liquidation  preference of $25 per share. We pay dividends on the Class A
cumulative  preferred  stock  quarterly in arrears on April 30, July 31, October
31, and January 31 of each year.

     Holders of Class B, series 1  cumulative  preferred  stock are  entitled to
receive,  when and as  declared  by our  board  of  directors,  cumulative  cash
dividends at the rate per annum of $1 per share.

     Redemption.  We can redeem our  non-cumulative  preferred stock at any time
upon 90 days written  notice.  If we decide to redeem,  we can redeem all of the
outstanding  shares at once,  or we can redeem  some of the shares at  different
times.  The  redemption  price is $25 per  share,  plus an  amount  equal to all
declared and unpaid dividends.

     We can  redeem  the  Class A  cumulative  preferred  stock at any time upon
written notice not less than 30 days and not more than 60 days prior to the date
fixed for  redemption.  If we decide to redeem less than all of the  outstanding
shares at once,  the shares to be redeemed  can be selected  pro-rata or by lot,
except  that we have the  right to first  redeem  all of the  shares  of Class A
cumulative preferred stock held by any holder who

<PAGE>

owns 100 or less shares.  The redemption price is $25 per share,  plus an amount
equal to accrued and unpaid dividends.

     The Class B, series 1 cumulative  preferred  stock can be redeemed by us at
any time  upon not less than 30 days and not more  than 60 days  written  notice
before the date fixed for  redemption.  The  redemption  price is $10 per share,
plus an amount equal to accrued and unpaid dividends.

     Voting   rights.   The  only  voting   rights  the  holders  of  shares  of
non-cumulative  preferred  stock,  Class A preferred stock and Class B, series 1
preferred stock have are those required by law.

     Generally, this means that if we want to change our restated certificate of
incorporation  in a way that would materially and adversely affect these holders
of the shares,  then we must get the  approval of holders of at least 2/3 of the
outstanding  shares  of  non-cumulative  preferred  stock,  Class  A  cumulative
preferred stock and Class B, series 1 cumulative preferred stock.

     Restriction on stock  acquisitions.  We are prohibited from repurchasing or
otherwise  redeeming our stock,  other than to repurchase  our common stock from
departing members, unless full dividends have been paid or are contemporaneously
declared on the  non-cumulative  preferred stock,  Class A cumulative  preferred
stock and Class B, series 1 cumulative preferred stock.

     Transfer agent: The transfer agent, dividend agent and redemption agent for
the Class A cumulative  preferred  stock is Harris Trust Company.  We act as our
own transfer agent for our non-cumulative  preferred stock and Class B, series 1
cumulative preferred stock.

     Retains.

     Annual  allocation.  Retains,  if any, must be allocated to the accounts of
our members within 8 1/2 months of the close of our fiscal year. Our fiscal year
ends on the last Saturday of June. It has been,  and continues to be, our policy
to allocate  retains to our members on or about  September 15 of each year. Each
member  is  typically  advised  of  the  allocation  of  qualified  retains  and
non-qualified  retains to his account by means of an investment summary which is
mailed to him each year on or about  September 15. There were no  allocations of
retains for fiscal 1996 or fiscal 1999.

     Qualified retains. Qualified retains bear no interest, but five years after
issuance they generally  mature into shares of our Class A cumulative  preferred
stock  at the  discretion  of our  board  of  directors.  One  share  of Class A
cumulative  preferred  stock for each $25 of  qualified  retains  is  ordinarily
issued to holders of qualified  retains on or about  December 31  following  the
completion of the fifth year after allocation of the qualified  retains.  If our
board determines,  qualified retains issued prior to fiscal 1996 may be redeemed
for  shares  of our  Class A  cumulative  preferred  stock,  unless  the  holder
specifically requests non-cumulative preferred stock.

     Redemption of non-qualified retains. It is the present intention of our
board of directors that non-qualified retains will be redeemed,  through partial
payment  in cash  and  the  issuance  of  Class A  cumulative  preferred  stock,
approximately five years after their issuance.

     Adjustment  of amount of  non-qualified  retains.  It is possible  that the
allocation of proceeds made immediately following the close of a fiscal year may
not be final and may require modification because of some event that could occur
after the close of the fiscal year.  Should such an event require a reduction in
the  proceeds  paid or  allocated  to our members in a prior year,  our board of
directors may, in its discretion, reduce the amount of the non-qualified retains
allocated to the accounts of those members for the year in question.

     Transferability of retains;  absence of market.  Non-qualified  retains are
not transferable,  except to the heirs or personal representative of a member in
the event of the  member's  death.  Qualified  retains are freely  transferable.
Although  there are  several  broker-dealers  making a market  in our  qualified
retains,  there can be no  assurance  that any such market will be  established.
Historically, sales of qualified retains have been at prices

<PAGE>


substantially less than their face amount. If a market for our qualified retains
is established, the increased leverage of Pro-Fac as a result of the acquisition
in fiscal 1999, and the limits on our ability to repurchase our preferred  stock
pursuant to Agrilink's new credit facility and the indenture covering its notes,
are likely to decrease the prices at which our qualified retains are traded.

     Rights  to  dividends  and on  liquidation.  All  retains  are  junior  and
subordinate to our indebtedness. In the event of our liquidation, holders of our
retains  would  rank  senior to our  preferred  stock and our common  stock.  No
dividends are payable on our retains.

     Restrictions on dividends and other distributions to members and investors

     As guarantors of Agrilink's indebtedness we are limited as to the aggregate
dollar  amounts  we can pay or  distribute  in the  form of  dividends  or other
distributions  for the purchase or  redemption of shares of our common stock and
preferred stock each fiscal year. Further,  because Agrilink and its lenders are
the principal  sources of cash used by us to pay dividends,  the restrictions on
payments  from  Agrilink to us under its new credit  facility may also limit our
ability to pay dividends on our common and preferred stock.

     Certificates for securities

     Except  with  respect  to  our  Class  A  cumulative  preferred  stock,  we
ordinarily do not issue certificates representing shares of either our common or
preferred  stock or our  members'  interests  in retains,  except upon  specific
request.  In  lieu  of  certificates,  we  distribute  to our  members  and  our
non-member  security holders  periodic  computerized  statements  referred to as
"investment  summaries." The investment  summaries detail the investment of each
member or  security  holder in our  securities  by type of  security,  number of
shares, or dollar amount,  and date of issue. In the case of qualified  retains,
the  summaries  also  indicate  the date upon which they are  anticipated  to be
replaced  by  corresponding   par  value  dollar  amounts  of  preferred  stock.
Additionally,  the investment summaries detail each member's crop commitments to
us.

                                     EXPERTS

     The consolidated  financial statements of Pro-Fac incorporated by reference
into this prospectus from Pro-Fac's  Annual Report on Form 10-K/A-1 for the year
ended June 26,  1999,  have been  incorporated  in  reliance  upon the report of
PricewaterhouseCoopers,  LLP, independent accountants, given on the authority of
that firm as experts in auditing and accounting.




<PAGE>


                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

     The following table sets forth expenses in connection with the issuance and
distribution  of  the  securities  being  registered.  All  amounts  except  the
registration  fee  payable  to  the  Securities  and  Exchange   Commission  are
estimates.

SEC Registration Fee............................................. $   1,390
Legal Fees and Expenses..........................................*$  10,000
Accountants Fees and Expenses....................................*$   3,500
Printing and Engraving Fees......................................*$  10,000
Blue Sky Fees and Expenses.......................................      None
Transfer Agent and Registration Fee and Expenses.................      None
Miscellaneous....................................................*$   4,000
                                                                  ---------
 ................................................................. $  28,890
                                                                  =========

*Estimated

Item 15. Indemnification of Directors and Officers.

     Pro-Fac Cooperative

     Pro-Fac is a New York cooperative corporation.  Sections 721 through 726 of
the New York  Business  Corporation  Law permit the  registrant to indemnify its
officers and directors  against  liabilities.  Under Section 722 of the New York
Business  Corporation  Law, the  registrant  may  indemnify  any person made, or
threatened  to be made, a party to any action or  proceeding,  whether  civil or
criminal,  by reason of the fact that he, his  testator or intestate is or was a
director,  officer or employee of the  registrant  or serves or served any other
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise in any capacity at the request of the registrant  against  judgments,
fines, amounts paid in settlement and reasonable expenses,  including attorneys'
fees actually and necessarily  incurred as a result of such action or proceeding
or any appeal  thereon,  if such  director or officer  acted in good faith for a
purpose which he reasonably believed to be in, or, under certain  circumstances,
not opposed to, the best interests of the registrant.

     Section 726 of the New York Business  Corporation Law allows the registrant
to purchase and  maintain  insurance to  indemnify  (i) the  registrant  for any
obligation which it incurs as a result of the  indemnification  of directors and
officers,  (ii)  directors  and  officers  in  instances  in  which  they may be
indemnified by the registrant,  and (iii) directors and officers in instances in
which they may not  otherwise  be  indemnified  by the  registrant  provided the
contract of insurance covering such directors and officers provides, in a manner
acceptable to the  superintendent  of insurance of the State of New York,  for a
retention amount and for co-insurance.  Notwithstanding  the foregoing,  no such
insurance  may provide  for any  payment,  other than cost of defense,  to or on
behalf of any director or officer (i) if a judgment or other final  adjudication
adverse to the insured  director or officer  establishes that his acts of active
and deliberate  dishonesty  were material to the cause of action so adjudicated,
or that he personally  gained in fact a financial  profit or other  advantage to
which he was not legally  entitled or (ii) in relation to any risk the insurance
of which is prohibited under the insurance law of the State of New York.

     The foregoing statements are subject to the detailed provisions of Sections
721 through 726 of the New York Business  Corporation Law, Pro-Fac's By-laws and
its Restated Certificate of Incorporation, as applicable.


<PAGE>


     Liability Insurance

     Pro-Fac  maintains  a  directors  and  officers  liability   insurance  and
corporation reimbursement policy, in such amount as it deems reasonable, against
certain  liabilities that may be asserted against, or incurred by, the directors
and officers of each registrant in their  capacities as directors or officers of
such registrant,  including liabilities under Federal and state securities laws.
Such policy is due for renewal on October 15, 1999.

Item 16. Exhibits.

<TABLE>
(a)  Exhibits:

<CAPTION>
Exhibit
Number                                             Description of Exhibit

<S>      <C>  <C>
  3.1(8)  --  Restated Certificate of Incorporation for Pro-Fac Cooperative, Inc.
  3.2(8)  --  Pro-Fac Cooperative, Inc. Bylaws.
  4.1(7)  --  Indenture, dated as of November 18, 1998, between Agrilink Foods, Inc., the Guarantors
              named therein and IBJ Schroder Bank & Trust Company, Inc. as Trustee.
  4.2(7)  --  Form of 11 7/8 Percent Senior Subordinated Notes due 2008 (included as Exhibit B to Exhibit
              4.1).
  4.3(2)  --  Indenture,  dated as of  November  3, 1994 (the  "Indenture"),
              among PFAC,  Pro-Fac  and IBJ  Schroder  Bank & Trust  Cooperative
              ("IBJ"), as Trustee,  as amended by First Supplemental  Indenture,
              dated as of November 3, 1994,  each with respect to Agrilink 12.25
              percent Senior Subordinated Notes due 2005.
  5.1     --  Opinion of Harris Beach & Wilcox, LLP.
  8.1     --  Opinion of Harris Beach & Wilcox, LLP - Tax Matters.
10.1(2)   --  Marketing and Facilitation Agreement, dated as of November 3, 1994, between Pro-Fac and
              Agrilink.
10.2(2)   --  Management Incentive Plan, as amended.
10.3(2)   --  Supplemental Executive Retirement Plan, as amended.
10.4(2)   --  Master Salaried Retirement Plan, as amended.
10.5(2)   --  Non-Qualified Profit Sharing Plan, as amended.
10.6(2)   --  Excess Benefit Retirement Plan.
10.7(9)   --  Salary Continuation Agreement - Dennis M. Mullen.
10.8(1)   --  Second Amendment to Non-Qualified Profit Sharing Plan.
10.9(3)   --  Equity Value Plan Adopted on June 24, 1996.
10.10(4)  --  OnSite Services Agreement with Systems & Computer Technology.
10.11(4)  --  Raw Product Supply Agreement with Seneca Foods Corporation.
10.12(4)  --  Reciprocal Co-Pack Agreement with Seneca Foods Corporation.
10.13(5)  --  Second Supplemental Indenture dated November 10, 1997.
10.14(9)  --  Third Supplemental Indenture dated September 24, 1998.
10.15(6)  --  Credit   Agreement   among  Agrilink  Foods,   Inc.,   Pro-Fac
              Cooperative,  Inc., and Harris Trust and Savings Bank, and Bank of
              Montreal,  Chicago Branch, and the Lenders from time to time party
              hereto, dated September 23, 1998.
10.16(6)  --  Subordinated Promissory Note among Agrilink Foods, Inc. and Dean Foods Company, dated as of September 23, 1998.
10.17(8)  --  Service Agreement among Agrilink Foods, Inc., and PF Acquisition II, Inc., dated as of February 22, 1999.
10.18(8)  --  Amendment to Marketing and Facilitation Agreement between Agrilink Foods, Inc. and Pro-Fac dated September 23, 1998.
</TABLE>


<PAGE>


<TABLE>
 (a)  Exhibits (Continued):
<CAPTION>

Exhibit
Number                                             Description of Exhibit

<S>       <C> <C>
10.19(8)  --  Marketing and Facilitation Agreement, dated as of February 22, 1999, between Pro-Fac and PF Acquisition II, Inc.
10.20(8)  --  Credit  Agreement among PF  Acquisition  II,  Inc.  and CoBank as
              administrative  agent for the lenders thereunder, dated February 22, 1999.
10.21(8)  --  Subordinated Promissory Note among PF Acquisition II, Inc. and CoBank, dated February 22, 1999.
10.22(8)  --  Asset Purchase Agreement between PF Acquisition II. Inc., Pro-Fac Cooperative, Inc. and Agripac, Inc., Debtor and
              Debtor-In-Possession dated February 12, 1999.
12.1      --  Statement regarding the Computation ratios.
23.1      --  Consent of PricewaterhouseCoopers LLP regarding Pro-Fac Cooperative, Inc.
23.2      --  Consent of Counsel (included in Exhibit 5.1).
24.1      --  Powers of Attorney of Pro-Fac Cooperative, Inc., (included in the signature pages hereto).
99.1      --  Application for Stock Purchase.
-------------------------
<FN>

(1)       Incorporated by reference from Registration Statement No. 33-60273.
(2)       Incorporated by reference from Registration Statement No. 33-56517, as amended.
(3)       Incorporated by reference from Registrant's 1996 Annual Report on Form 10-K.
(4)       Incorporated by reference from Registrant's 1997 Annual Report on Form 10-K.
(5)       Incorporated by reference from Registrant's Fiscal 1998 Annual Report on Form 10-K.
(6)       Incorporated by reference from Registrant's Fiscal 1999 First Quarter Report on Form 10-Q.
(7)       Incorporated by reference from Registration Statement No. 333-70143, as amended.
(8)       Incorporated by reference from Registrant's Fiscal 1999 Third Quarter Report on Form 10-Q.
(9)       Incorporated by reference from Registrant's 1999 Annual Report on Form 10-K.
</FN>
</TABLE>

Item 17. Undertakings.

(a)      The undersigned registrant hereby undertakes:

         1. To file,  during any period in which offers or sales are being made,
a post effective amendment to this registration statement:

          (i)  To include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information   set   forth   in   the   registration    statement.
               Notwithstanding  the  foregoing,  any increase or decrease in the
               volume  of  securities  offered  (if the  total  dollar  value of
               securities  offered  would not exceed that which was  registered)
               and any  deviation  from  the low or  high  end of the  estimated
               maximum offering range may be reflected in the form of prospectus
               filed  with the  Commission  pursuant  to Rule  424(b) if, in the
               aggregate, the changes in volume and price represent no more than
               a 20% change in the maximum aggregate offering price set forth in
               the  "Calculation  of  Registration  Fee" table in the  effective
               registration statement;


<PAGE>


          (iii)To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration  statement;   provided,   however,  that  paragraphs
               (a)(1)(i)  and  (a)(1)(ii)  do  not  apply  if  the  registration
               statement  is on  Form  S-3,  Form  S-8  or  Form  F-3,  and  the
               information required to be included in a post-effective amendment
               by those  paragraphs is contained in periodic  reports filed with
               or  furnished to the  Commission  by the  Registrant  pursuant to
               Section 13 or 15(d) of the  Securities  Exchange Act of 1934 that
               are incorporated by reference in the registration statement.

     2. That, for the purpose of determining  any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the securities  offered  therein,  and that
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     3. To remove from  registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering;

     4. If a foreign private issuer,  to file a post-effective  amendment to the
registration statement to include any financial statements required by Rule 3-19
of this chapter at the start of any delayed  offering or throughout a continuous
offering.  Financial  statements and information  otherwise  required by Section
10(a)(3)  of the Act  need  not be  furnished,  provided,  that  the  registrant
includes in the prospectus,  by means of a post-effective  amendment,  financial
statements  required  pursuant  to this  paragraph  a(4) and  other  information
necessary to ensure that all other  information in the prospectus is at least as
current  as  the  date  of  those  financial  statements.   Notwithstanding  the
foregoing, with respect to registration statements in Form F-3, a post effective
amendment  need not be filed to include  financial  statements  and  information
required  by Section  10(a)(3)  of the Act or Rule 3-19 of this  chapter if such
financial  statements and  information  are contained in periodic  reports filed
with or furnished to the Commission by the registrant  pursuant to Section 13 or
Section 15(d) of the  Securities  Exchange Act of 1934 that are  incorporate  by
reference in the form F-3.

(b) Insofar as indemnifications for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefor,  unenforceable.  In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  inserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will  governed by the final  adjudication  of
such issue.


<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements of the Securities Act, the Registrant has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned,  thereunto duly authorized, in the City of Rochester,  State of New
York, on October 21, 1999.

                  PRO-FAC COOPERATIVE, INC.

                By:
                  /s/ Earl L. Powers
                  Name: Earl L. Powers
                  Title: Vice President, Finance and Assistant Treasurer
                  (Principal Financial Officer and Principal Accounting Officer)

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and appoints  each of Stephen R. Wright and Earl L.
Powers and each of them,  with full  power to act alone,  as his true and lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration  Statement and any subsequent  registration statement filed
by the Registrant pursuant to Rule 462(b) of the Securities Act, and to file the
same, with all exhibits  thereto,  and other documents in connection  therewith,
with the SEC, granting unto said attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
date indicated.
<TABLE>

               Signature                                     Title                                      Date

<S>                                                  <C>                                        <C>
/s/ Bruce R. Fox                                     President and Director                     October 20, 1999
----------------------------------------
         (Bruce R. Fox)

/s/ Steven D. Koinzan                                Treasurer and Director                     October 20, 1999
----------------------------------------
         (Steven D. Koinzan)


/s/ Earl L. Powers                                   Vice President, Finance and                October 20, 1999
----------------------------------------             Assistant Treasurer
         (Earl L. Powers)


/s/ Stephen R. Wright                                Assistant Treasurer and                    October 20, 1999
----------------------------------------             General Manager
         (Stephen R. Wright)                         (Principal Executive Officer)

/s/ Dale W. Burmeister                               Director                                   October 20, 1999
----------------------------------------
         (Dale W. Burmeister)

/s/ Robert V. Call, Jr.                              Director                                   October 20, 1999
----------------------------------------
         (Robert V. Call, Jr.)

/s/ Glen Lee Chase                                   Director                                   October 20, 1999
----------------------------------------
         (Glen Lee Chase)
</TABLE>


<PAGE>

<TABLE>

               Signature                                      Title                                     Date
<S>                                                  <C>                                        <C>
/s/ Tom R. Croner                                    Secretary and Director                     October 20, 1999
----------------------------------------
         (Tom R. Croner)

/s/ Kenneth A. Dahlstedt                             Director                                   October 20, 1999
----------------------------------------
         (Kenneth A. Dahlstedt)

/s/ Robert A. DeBadts                                Director                                   October 20, 1999
----------------------------------------
         (Robert A. DeBadts)

/s/ Kenneth A. Mattingly                             Director                                   October 20, 1999
----------------------------------------
         (Kenneth A. Mattingly)

/s/ Allan W. Overhiser                               Director                                   October 20, 1999
----------------------------------------
         (Allan W. Overhiser)

/s/ Paul E. Roe                                      Director                                   October 20, 1999
----------------------------------------
         (Paul E. Roe)

/s/ Darell Sarff                                     Director                                   October 20, 1999
----------------------------------------
         (Darell Sarff)
</TABLE>


<PAGE>


                                  EXHIBIT INDEX


<TABLE>
(a)  Exhibits:
<CAPTION>
Exhibit
Number                               Description of Exhibit

<S>       <C> <C>
  3.1(8)  --  Restated Certificate of Incorporation for Pro-Fac Cooperative, Inc.
  3.2(8)  --  Pro-Fac Cooperative, Inc. Bylaws.
  4.1(7)  --  Indenture,  dated as of November  18, 1998,  between  Agrilink Foods,  Inc., the Guarantors named
              therein and IBJ Schroder Bank & Trust Company, Inc. as Trustee.
  4.2(7)  --  Form of 11 7/8 Percent Senior  Subordinated Notes due 2008 (included as Exhibit B to Exhibit  4.1).
  4.3(2)  --  Indenture,  dated as of November 3, 1994 (the "Indenture"), among PFAC, Pro-Fac and IBJ Schroder
              Bank & Trust Cooperative  ("IBJ"), as Trustee, as amended by First Supplemental  Indenture,  dated
              as of November 3, 1994,  each with respect to Agrilink  12.25 percent Senior  Subordinated  Notes
              due 2005.
  5.1     --  Opinion of Harris Beach & Wilcox, LLP.
  8.1     --  Opinion of Harris Beach & Wilcox, LLP - Tax Matters.
10.1(2)   --  Marketing and Facilitation Agreement, dated as of November 3, 1994, between Pro-Fac and Agrilink.
10.2(2)   --  Management Incentive Plan, as amended.
10.3(2)   --  Supplemental Executive Retirement Plan, as amended.
10.4(2)   --  Master Salaried  Retirement Plan, as amended.
10.5(2)   --  Non-Qualified  Profit Sharing Plan, as amended.
10.6(2)   --  Excess Benefit Retirement Plan.
10.7(9)   --  Salary Continuation Agreement - Dennis M. Mullen.
10.8(1)   --  Second Amendment to Non-Qualified Profit Sharing Plan.
10.9(3)   --  Equity Value Plan Adopted on June 24, 1996.
10.10(4)  --  OnSite Services Agreement with Systems & Computer Technology.
10.11(4)  --  Raw Product Supply Agreement with Seneca Foods Corporation.
10.12(4)  --  Reciprocal Co-Pack Agreement with Seneca Foods Corporation.
10.13(5)  --  Second Supplemental Indenture dated November 10, 1997.
10.14(9)  --  Third Supplemental Indenture dated September 24, 1998.
10.15(6)  --  Credit   Agreement   among  Agrilink  Foods,   Inc.,   Pro-Fac Cooperative,  Inc., and Harris Trust and
              Savings Bank, and Bank of Montreal,  Chicago Branch, and the Lenders from time to time party
              hereto, dated September 23, 1998.
10.16(6)  --  Subordinated Promissory Note among Agrilink Foods, Inc. and Dean Foods Company, dated as
              of September 23, 1998.
10.17(8)  --  Service Agreement among Agrilink Foods, Inc., and PF Acquisition II, Inc., dated as of
              February 22, 1999.
10.18(8)  --  Amendment to Marketing and Facilitation Agreement between Agrilink Foods, Inc. and Pro-Fac
              dated September 23, 1998.
10.19(8)  --  Marketing and Facilitation Agreement, dated as of February 22, 1999, between Pro-Fac and PF
              Acquisition II, Inc.
10.20(8)  --  Credit Agreement among PF Acquisition II, Inc. and CoBank as administrative agent for the
              lenders thereunder, dated February 22, 1999.
10.21(8)  --  Subordinated Promissory Note among PF Acquisition II, Inc. and CoBank, dated February 22, 1999.
10.22(8)  --  Asset Purchase Agreement between PF Acquisition II. Inc., Pro-Fac Cooperative, Inc. and Agripac,
              Inc., Debtor and Debtor-In-Possession dated February 12, 1999.
12.1      --  Statement regarding the Computation ratios.
23.1      --  Consent of PricewaterhouseCoopers LLP regarding Pro-Fac Cooperative, Inc.
23.2      --  Consent of Counsel (included in Exhibit 5.1).
24.1      --  Powers of Attorney of Pro-Fac Cooperative, Inc., (included in the signature pages hereto).
99.1      --  Application for Stock Purchase.
</TABLE>


<PAGE>


<TABLE>
                            EXHIBIT INDEX (Continued)
<CAPTION>



-------------------------

<S>       <C>
(1)       Incorporated by reference from Registration Statement No. 33-60273.
(2)       Incorporated by reference from Registration Statement No. 33-56517, as amended.
(3)       Incorporated by reference from Registrant's 1996 Annual Report on Form 10-K.
(4)       Incorporated by reference from Registrant's 1997 Annual Report on Form 10-K.
(5)       Incorporated by reference from Registrant's Fiscal 1998 Annual Report on Form 10-K.
(6)       Incorporated by reference from Registrant's Fiscal 1999 First Quarter Report on Form 10-Q.
(7)       Incorporated by reference from Registration Statement No. 33-70143, as amended.
(8)       Incorporated by reference from Registrant's Fiscal 1999 Third Quarter Report on Form 10-Q.
(9)       Incorporated by reference from Registrant's 1999 Annual Report on Form 10-K.
</TABLE>