Page 1 of 18 Pages




                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    Form 10-Q


   (Mark One)
           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 25, 1999

                                       OR

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

                        For the transition period from to

                               File Number 0-20539

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

              New York                                        16-6036816
    (State or other jurisdiction of                         (IRS Employer
     incorporation or organization                        Identification Number)

              90 Linden Place, PO Box 682, Rochester, NY       14603
                (Address of Principal Executive Offices)     (Zip Code)

        Registrant's Telephone Number, Including Area Code (716) 383-1850

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding  twelve  months (or such shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                    YES X NO

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of October 30, 1999.

                            Common Stock - 2,040,568







<PAGE>



                          PART I. FINANCIAL INFORMATION

ITEM I.  FINANCIAL STATEMENTS

<TABLE>
Pro-Fac Cooperative, Inc. and Consolidated Subsidiaries - Agrilink Foods, Inc. and AgriFrozen Foods, Inc.
Consolidated Statement of Operations and Net Proceeds
(Unaudited)

(Dollars in Thousands)
<CAPTION>


                                                                                                          Quarter Ended
                                                                                               September 25,         September 26,
                                                                                                      1999                  1998

<S>                                                                                              <C>                   <C>
Net sales                                                                                        $  296,248            $  182,579
Cost of sales                                                                                      (211,454)             (135,882)
                                                                                                 ----------            ----------
Gross profit                                                                                         84,794                46,697
Selling, administrative, and general expense                                                        (63,188)              (34,883)
Income from Great Lakes Kraut Company                                                                   491                   636
Gain on sale of aseptic operations                                                                        0                64,202
                                                                                                 ----------            ----------
Operating income                                                                                     22,097                76,652
Interest expense                                                                                    (20,649)               (8,336)
                                                                                                 ----------            ----------
Income before taxes, dividends, allocation of net proceeds, and
   extraordinary item                                                                                 1,448                68,316
Tax provision                                                                                        (1,045)              (25,007)
                                                                                                 ----------            ----------
Income before dividends, allocation of net proceeds, and
   extraordinary item                                                                                   403                43,309
Extraordinary item relating to the early extinguishment of debt
   (net of income taxes)                                                                                  0               (18,024)
                                                                                                 ----------            ----------
Net income                                                                                       $      403            $   25,285
                                                                                                 ==========            ==========

Allocation of net proceeds:
   Net income                                                                                    $      403            $   25,285
   Dividends on common and preferred stock                                                           (2,103)               (1,978)
                                                                                                 ----------            ----------
   Net (deficit)/proceeds                                                                            (1,700)               23,307
   Allocation from/(to) earned surplus                                                                1,700               (21,302)
                                                                                                 ----------            ----------
   Net proceeds available to members                                                             $        0            $    2,005
                                                                                                 ==========            ==========

Net proceeds available to members:
   Estimated cash payment                                                                        $        0            $      501
   Qualified retains                                                                                      0                 1,504
                                                                                                 ----------            ----------
   Net proceeds available to members                                                             $        0            $    2,005
                                                                                                 ==========            ==========

<FN>
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
Pro-Fac Cooperative, Inc. and Consolidated Subsidiaries - Agrilink Foods, Inc. and AgriFrozen Foods, Inc.
Consolidated Balance Sheet(Unaudited)
(Dollars in Thousands)                                    ASSETS
<CAPTION>
                                                                                        September 25,      June 26,    September 26,
                                                                                            1999             1999          1998
<S>                                                                                     <C>              <C>            <C>
Current assets:
   Cash and cash equivalents                                                            $   10,832       $    6,540      $   9,083
   Accounts receivable, trade, net                                                         114,017           88,249        105,374
   Accounts receivable, other                                                               14,695            9,848         23,038
   Income taxes refundable                                                                   4,079           11,295              0
   Current deferred tax asset                                                               16,160           16,160         13,336
   Inventories -
     Finished goods                                                                        410,091          284,863        349,451
     Raw materials and supplies                                                             78,195           50,057         45,829
                                                                                        ----------       ----------      ----------
           Total inventories                                                               488,286          334,920        395,280
                                                                                        ----------       ----------      ----------
   Current investment in CoBank                                                              1,602            2,403          1,330
   Prepaid manufacturing expense                                                               114           18,217             98
   Prepaid expenses and other current assets                                                22,938           27,883         17,288
                                                                                        ----------       ----------      ----------
           Total current assets                                                            672,723          515,515        564,827
Investment in CoBank                                                                        19,693           19,693         22,377
Investment in Great Lakes Kraut Company                                                      7,170            6,679          7,223
Property, plant, and equipment, net                                                        364,118          367,255        317,025
Assets held for sale, at net realizable value                                                1,172              890          2,711
Goodwill and other intangible assets, net                                                  262,059          260,733        321,022
Other assets                                                                                25,615           25,714         24,477
                                                                                        ----------       ----------     ----------
           Total assets                                                                 $1,352,550       $1,196,479     $1,259,662
                                                                                        ==========       ==========     ==========
            Liabilities and Shareholders' and Members' Capitalization
Current liabilities:
   Notes payable                                                                        $  165,600       $   54,900     $   94,000
   Current portion of obligations under capital leases                                         208              208            256
   Current portion of long-term debt                                                        16,580            8,670          1,023
   Accounts payable                                                                        124,876          107,159         96,930
   Income taxes payable                                                                          0                0         13,212
   Accrued interest                                                                         11,552            5,974            690
   Accrued employee compensation                                                            15,194           15,127         14,329
   Other accrued expenses                                                                   79,214           64,603         96,209
   Dividends payable                                                                             0               45              0
   Amounts due AgriFrozen growers                                                            1,372            1,453              0
   Amounts due members                                                                      29,032           20,045         29,946
                                                                                        ----------       ----------     ----------
           Total current liabilities                                                       443,628          278,184        346,595
Obligations under capital leases                                                               568              568            503
Long-term debt                                                                             694,761          702,322        687,087
Deferred income tax liabilities                                                             23,072           23,072         34,644
Other non-current liabilities                                                               31,886           32,222         26,623
Minority interest in AgriFrozen                                                              8,000            8,000              0
                                                                                        ----------       ----------     ----------
           Total liabilities                                                             1,201,915        1,044,368      1,095,452
                                                                                        ----------       ----------     ----------
Commitments and contingencies
Class B cumulative  redeemable  preferred stock  liquidation  preference $10 per
   share, authorized - 500,000 shares; issued and
     outstanding 26,061, 26,061, and 27,043 shares, respectively                               261              261            270
Common stock, par value $5, authorized - 5,000,000 shares
                                                  September 25,  June 26,     September 26,
                                                      1999         1999           1998
                                                  ----------    ---------    -------------
Shares issued                                      2,040,568    1,995,740      1,834,805
Shares subscribed                                    346,229      384,649        737,935
                                                   ---------    ---------      ---------
           Total subscribed and issued             2,386,797    2,380,389      2,572,740
Less subscriptions receivable in installments       (346,229)    (384,649)      (737,935)
                                                   ---------    ---------      ---------
           Total issued and outstanding            2,040,568    1,995,740      1,834,805    10,203            9,979          9,174
Shareholders' and members' capitalization:         =========    =========      =========
 Retained earnings allocated to members                                                      25,573          25,573         31,264
   Non-qualified allocation to members                                                       2,050            2,050          2,660
   Non-cumulative preferred stock, par value $25; authorized - 5,000,000 shares;
     issued and outstanding - 39,635,
       39,635, and 45,001, respectively                                                        991              991          1,125
   Class A cumulative preferred stock, liquidation preference
     $25 per share; authorized - 10,000,000 shares; issued and
       outstanding 3,694,495, 3,694,495 and 3,503,199 shares,
         respectively                                                                       92,362           92,362         87,580
   Earned surplus                                                                           19,958           21,658         32,750
   Accumulated other comprehensive income:
     Minimum pension liability adjustment                                                     (763)            (763)          (608)
     Cumulative foreign currency adjustment                                                      0                0             (5)
                                                                                        ----------       ----------     -----------
           Total shareholders' and members' capitalization                                 140,171          141,871        154,766
                                                                                        ----------       ----------     ----------
           Total liabilities and capitalization                                         $1,352,550       $1,196,479     $1,259,662
                                                                                        ==========       ==========     ==========
<FN>
The  accompanying  notes are an integral  part of these  consolidated  financial statements.
</FN>
</TABLE>

<PAGE>





<TABLE>
Pro-Fac Cooperative, Inc. and Consolidated Subsidiaries - Agrilink Foods, Inc. and AgriFrozen Foods, Inc.
Consolidated Statement of Cash Flows
(Dollars in Thousands)
<CAPTION>

                                                                                                         Quarter Ended
                                                                                              September 25,          September 26,
                                                                                                   1999                    1998
                                                                                              --------------         --------------
<S>                                                                                           <C>                    <C>
Cash flows from operating activities:
     Net income                                                                                $       403            $    25,285
     Amounts payable to members                                                                          0                   (501)
     Adjustments  to  reconcile  net  income  to  net  cash  used  in  operating activities:
       Extraordinary item relating to the early extinguishment of debt (net of income taxes)             0                 18,024
       Gain on sale of aseptic operations                                                                0                (64,202)
       Depreciation                                                                                  8,466                  4,385
       Amortization of goodwill and other intangibles                                                2,105                    926
       Amortization of debt issue costs and discount on subordinated promissory note                 1,140                    200
       Equity in undistributed earnings of Great Lakes Kraut Company                                  (491)                  (636)
       Change in assets and liabilities:
         Accounts receivable                                                                       (30,615)               (40,670)
         Inventories                                                                              (135,263)               (63,732)
         Income taxes refundable/(payable)                                                           7,216                 19,629
         Accounts payable and other accrued expenses                                                37,587                (12,796)
         Amounts due to members                                                                      8,987                  9,310
         Other assets and liabilities                                                                3,984                 (3,034)
                                                                                               -----------            -----------
Net cash used in operating activities                                                              (96,481)              (107,812)
                                                                                               -----------            -----------

Cash flows from investing activities:
     Purchase of property, plant and equipment                                                      (8,672)                (4,094)
     Proceeds from disposals                                                                           273                 83,000
     Proceeds from investment in CoBank                                                                801                    664
     Cash paid for acquisitions                                                                          0               (442,918)
                                                                                               -----------            -----------
Net cash used in investing activities                                                               (7,598)              (363,348)
                                                                                               -----------            -----------

Cash flows from financing activities:
     Proceeds from issuance of short-term debt                                                     110,700                177,000
     Repayment of short-term debt                                                                        0                (83,000)
     Proceeds from issuance of long-term debt                                                            0                677,100
     Payments on long-term debt                                                                       (450)              (276,450)
     Cash paid for debt issuance costs                                                                   0                (17,523)
     Issuances of common stock                                                                         224                     45
     Cash dividends paid                                                                            (2,103)                (1,978)
                                                                                               -----------            -----------
Net cash provided by financing activities                                                          108,371                475,194
                                                                                               -----------            -----------
Net change in cash and cash equivalents                                                              4,292                  4,034
Cash and cash equivalents at beginning of period                                                     6,540                  5,049
                                                                                               -----------            -----------
Cash and cash equivalents at end of period                                                     $    10,832            $     9,083
                                                                                               ===========            ===========


<FN>
(Table continued on next page)
</FN>
</TABLE>


<PAGE>



<TABLE>
Pro-Fac Cooperative, Inc. and Consolidated Subsidiaries - Agrilink Foods, Inc. and AgriFrozen Foods, Inc.
Consolidated Statement of Cash Flows
(Dollars in Thousands)

(Table continued from previous page)
<CAPTION>

                                                                                                          Quarter Ended
                                                                                                 September 25,        September 26,
                                                                                                        1999                1998
                                                                                                 ------------------   -------------
<S>                                                                                              <C>                  <C>
Supplemental disclosure of cash flow information:
   Acquisition of Dean Foods Vegetable Company -
     Accounts receivable                                                                                               $   24,201
     Current deferred tax asset                                                                                            30,645
     Inventories                                                                                                          195,674
     Prepaid expenses and other current assets                                                                              6,374
     Property, plant and equipment                                                                                        154,527
     Assets held for sale at net realizable value                                                                              49
     Goodwill and other intangible assets                                                                                 182,010
     Accounts payable                                                                                                     (40,865)
     Accrued employee compensation                                                                                         (8,437)
     Other accrued expenses                                                                                               (75,778)
     Long-term debt                                                                                                        (2,752)
     Subordinated promissory note                                                                                         (22,590)
     Other assets and liabilities, net                                                                                     (2,453)
                                                                                                                       ----------
                                                                                                                       $  440,605
                                                                                                                       ==========
   Acquisition of J.A. Hopay Distributing Co., Inc. -
     Accounts receivable                                                                                               $      420
     Inventories                                                                                                              153
     Property, plant and equipment                                                                                             51
     Goodwill and other intangible assets                                                                                   3,303
     Other accrued expenses                                                                                                  (251)
     Obligation for covenant not to compete                                                                                (1,363)
                                                                                                                       ----------
                                                                                                                       $    2,313
                                                                                                                       ==========


<FN>
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
</FN>
</TABLE>



<PAGE>


                            PRO-FAC COOPERATIVE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.       SUMMARY OF ACCOUNTING POLICIES

Pro-Fac  Cooperative,  Inc.  ("Pro-Fac" or the "Cooperative") is an agricultural
cooperative  which  processes and markets crops grown by its members through its
wholly-owned  subsidiary  Agrilink  Foods,  Inc.  ("Agrilink")  and  through its
subsidiary PF Acquisition  II, Inc. in which it has a controlling  interest.  PF
Acquisition  II,  Inc.   conducts  business  under  the  name  AgriFrozen  Foods
("AgriFrozen").

Agrilink has four primary product lines including:  vegetables,  fruits, snacks,
and canned meals. AgriFrozen has vegetables as its one primary product line. The
majority of each of the product  lines' net sales are within the United  States.
In addition,  all of the Cooperative's  operating  facilities,  excluding one in
Mexico, are within the United States.

The accompanying  unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting  principles and, in the opinion
of management,  include all  adjustments  (consisting  only of normal  recurring
adjustments)  necessary for a fair presentation of the results of operations for
these periods.  The following  summarizes the  significant  accounting  policies
applied in the  preparation  of the  accompanying  financial  statements.  These
financial statements should be read in conjunction with the financial statements
and accompanying notes contained in the Pro-Fac Cooperative,  Inc. Form 10-K/A-1
for the fiscal year ended June 26, 1999.

Consolidation: The consolidated financial statements include the Cooperative and
its subsidiaries,  Agrilink and AgriFrozen.  The financial  statements are after
elimination of intercompany transactions and balances. Investments in affiliates
owned more than 20 percent  but not in excess of 50 percent are  recorded  under
the equity method of accounting.

Reclassification:  Certain  items for  fiscal  1999 have  been  reclassified  to
conform with the current presentation.

NOTE 2.       ACQUISITIONS

Agripac Frozen Vegetable Business: On February 23, 1999, AgriFrozen acquired the
frozen vegetable business of Agripac, Inc.  ("Agripac"),  an Oregon cooperative.
AgriFrozen was formed in January 1999 under the corporation laws of New York. On
January 4, 1999  Agripac  filed a  voluntary  petition  under  Chapter 11 of the
Bankruptcy  Code in the  United  States  Bankruptcy  Court for the  District  of
Oregon.  On January 22, 1999 Agripac,  as  debtor-in-possession,  filed a motion
with the Bankruptcy Court for authority to sell  substantially all of the assets
comprising its frozen food processing  business.  The bankruptcy court confirmed
the sale of Agripac's  frozen food  processing  assets to AgriFrozen by an order
entered on February 18, 1999.

The net  purchase  price for the assets was $80.5  million.  AgriFrozen  paid an
additional  $7.8 million in related  expenses,  including  $6.4 million to prior
member-growers  of Agripac to obtain crop delivery  agreements with  AgriFrozen,
and  transaction   expenses  and  miscellaneous  costs  totaling  $1.4  million.
AgriFrozen  expects  to  pay an  additional  $1.2  million  in  severance  costs
associated with the acquisition and the implementation of AgriFrozen's  business
plan.  In  connection  with,  and  as a  condition  to the  consummation  of the
acquisition,  AgriFrozen  entered  into a  sufficient  number  of crop  delivery
contracts with prior member growers of Agripac acceptable to AgriFrozen.

The acquisition was accounted for under the purchase method of accounting. Under
purchase  accounting  tangible and identifiable  intangible  assets acquired are
recorded at their respective fair values.

In order to consummate  the  acquisition,  AgriFrozen  (i) entered into a credit
facility with CoBank (the "CoBank Credit Facility") providing for $30 million of
term loan borrowings and up to $60 million of revolving  credit  borrowings (the
"CoBank Revolving Credit  Facility") and (ii) issued a $12 million  Subordinated
Promissory Note to CoBank.  Neither Pro-Fac nor Agrilink guaranteed the debts of
AgriFrozen or otherwise  pledged any of their respective  properties as security
for the CoBank financing. In fact, all of AgriFrozen's indebtedness is expressly
without recourse to Pro-Fac and Agrilink.


<PAGE>

Phase I  environmental  audits were  performed on the  facilities  acquired from
Agripac,  including  lease  properties.  A number  of  environmental  conditions
requiring  remedial action have been identified,  but none of them individually,
or in the  aggregate,  are expected to exceed the $4.0 million of debt reduction
for environmental remediation to be provided by CoBank.

As  part  of  its  business  strategy,  AgriFrozen  has  also  entered  into  an
administrative  services  agreement  with  Agrilink  to provide it with  certain
management consulting and administrative services.

The effects of the Agripac  acquisition are not material and  accordingly,  have
been excluded from the pro forma information presented below.

Dean Foods Vegetable Company:  On September 24, 1998, Agrilink acquired the Dean
Foods Vegetable  Company ("DFVC"),  the frozen and canned vegetable  business of
Dean Foods Company  ("Dean  Foods"),  by acquiring all the  outstanding  capital
stock of Dean  Foods  Vegetable  Company  and  Birds Eye de Mexico SA de CV (the
"DFVC Acquisition"). In connection with the DFVC Acquisition,  Agrilink sold its
aseptic  business to Dean Foods.  Agrilink paid $360 million in cash, net of the
sale of the aseptic  business,  and issued to Dean Foods a $30 million unsecured
subordinated promissory note due November 22, 2008 (the "Dean Foods Subordinated
Promissory  Note"), as consideration for the DFVC Acquisition.  Agrilink had the
right,  exercisable  until July 15, 1999,  to require  Dean Foods,  jointly with
Agrilink,  to treat the DFVC Acquisition as an asset sale for tax purposes under
Section  338(h)(10) of the Internal  Revenue  Code. On April 15, 1999,  Agrilink
paid $13.2 million to Dean Foods and exercised the election.

After the DFVC Acquisition,  DFVC was merged into Agrilink. DFVC has been one of
the leading processors of vegetables in the United States,  selling its products
under  well-known  brand names,  such as Birds Eye,  Freshlike and Veg-All,  and
various private labels.  Agrilink believes that the DFVC Acquisition strengthens
its  competitive  position by: (i)  enhancing its brand  recognition  and market
position,   (ii)  providing   opportunities   for  cost  savings  and  operating
efficiencies and (iii) increasing its product and geographic diversification.

The DFVC  Acquisition was accounted for under the purchase method of accounting.
Under purchase accounting,  tangible and identifiable intangible assets acquired
and liabilities assumed were recorded at their respective fair values.  Goodwill
associated with the DFVC Acquisition is being amortized over 30 years.

The following  unaudited pro forma financial  information  presents a summary of
consolidated results of operations of Pro-Fac and DFVC as if the acquisition had
occurred at the beginning of the 1999 fiscal year.

                                        Quarter Ended
                                     September 26, 1998

Net sales                                  $279.7
Income before extraordinary item           $ 33.2
Net income                                 $ 16.8

These  unaudited pro forma results have been prepared for  comparative  purposes
only  and  include   adjustments   for  additional   depreciation   expense  and
amortization and interest expense on acquisition debt. They do not purport to be
indicative of the results of operations  which  actually would have resulted had
the  combination  been in effect at the beginning of the 1999 fiscal year, or of
the future operations of the consolidated entities.

Concurrently  with  the  DFVC  Acquisition,  Agrilink  refinanced  its  existing
indebtedness   (the   "Refinancing"),   including  its  12  1/4  percent  Senior
Subordinated  Notes due 2005 (the "Old Notes") and its then  existing bank debt.
On August 24, 1998,  Agrilink  commenced a tender offer (the "Tender Offer") for
all the Old Notes and  consent  solicitation  to  certain  amendments  under the
indenture governing the Old Notes to eliminate substantially all the restrictive
covenants and certain events of default therein.  Substantially  all of the $160
million aggregate  principal amount of the Old Notes were tendered and purchased
by Agrilink for aggregate consideration of approximately $184 million, including
accrued  interest of $2.9 million.  Agrilink also  terminated  its then existing
bank facility  (including  seasonal  borrowings)  and repaid the $176.5 million,
excluding  interest  owed and breakage  fees  outstanding  thereunder.  Agrilink
recognized an  extraordinary  item of $18.0 million (net of income taxes) in the
first quarter of fiscal 1999 relating to this refinancing.



<PAGE>


In order to consummate the DFVC  Acquisition  and the Refinancing and to pay the
related fees and expenses, Agrilink: (i) entered into a new credit facility (the
"New Credit  Facility")  providing for $455 million of term loan borrowings (the
"Term Loan Facility") and up to $200 million of revolving credit borrowings (the
"Revolving  Credit  Facility"),  (ii)  entered into and drew upon a $200 million
bridge loan facility (the  "Subordinated  Bridge Facility") and (iii) issued the
$30 million Subordinated  Promissory Note to Dean Foods. The Subordinated Bridge
Facility was repaid during November of 1998  principally  with the proceeds from
the  issuance of Senior  Subordinated  Notes (the "New  Notes") for $200 million
aggregate  principal  amount due  November  1, 2008.  Interest  on the New Notes
accrues  at the rate of 11-7/8  percent  per  annum.  Debt  issue  costs of $5.5
million  associated with the  Subordinated  Bridge Facility were expensed during
the quarter ended December 26, 1998.

NOTE 3.       AGREEMENTS WITH AGRILINK AND AGRIFROZEN

Agrilink:  The contractual  relationship between Pro-Fac and Agrilink is defined
in the Pro-Fac  Marketing  and  Facilitation  Agreement  (the Pro-Fac  Marketing
Agreement").  Under the Pro-Fac Marketing  Agreement,  Agrilink pays Pro-Fac the
commercial  market  value  ("CMV") for all crops  supplied  by  Pro-Fac.  CMV is
defined as the weighted  average price paid by other  commercial  processors for
similar crops sold under preseason  contracts and in the open market in the same
or competing  market area.  Although CMV is intended to be no more than the fair
market value of the crops purchased by Agrilink, it may be more or less than the
price  Agrilink  would pay in the open  market  in the  absence  of the  Pro-Fac
Marketing Agreement.

Under the Pro-Fac Marketing Agreement, Agrilink is required to have on its board
of directors some persons who are neither members of nor affiliated with Pro-Fac
("Disinterested Directors"). The number of Disinterested Directors must at least
equal the number of directors who are members of Pro-Fac. The volume and type of
crops to be  purchased by Agrilink  under the Pro-Fac  Marketing  Agreement  are
determined  pursuant to its annual profit plan, which requires the approval of a
majority of the  Disinterested  Directors  of Agrilink.  In addition,  under the
Pro-Fac  Marketing  Agreement,  in any year in which  Agrilink  has  earnings on
products  which  were  processed  from  crops  supplied  by  Pro-Fac   ("Pro-Fac
Products"),  Agrilink pays to Pro-Fac, as additional  patronage income, up to 90
percent  of such  earnings,  but in no case more than 50  percent  of all pretax
earnings (before dividing with Pro-Fac) of Agrilink.  In years in which Agrilink
has losses on Pro-Fac Products,  Agrilink reduces the CMV it would otherwise pay
to Pro-Fac by up to 90  percent of such  losses,  but in no case by more than 50
percent of all  pretax  losses  (before  dividing  with  Pro-Fac)  of  Agrilink.
Additional  patronage  income  is paid  to  Pro-Fac  for  services  provided  to
Agrilink,  including the provision of a long term, stable crop supply, favorable
payment terms for crops and the sharing of risks in losses of certain operations
of the  business.  Earnings and losses are  determined  at the end of the fiscal
year, but are accrued on an estimated  basis during the year.  Under the Pro-Fac
Marketing Agreement,  Pro-Fac is required to reinvest at least 70 percent of the
additional patronage income in Agrilink.

AgriFrozen:  The  contractual  relationship  between  Pro-Fac and  AgriFrozen is
defined  in  a  Marketing  and  Facilitation   Agreement   between  Pro-Fac  and
AgriFrozen.  Under this  agreement,  AgriFrozen  will purchase raw products from
Pro-Fac and will process and market the finished  products.  AgriFrozen will pay
Pro-Fac CMV for the crops supplied by Pro-Fac. In addition, in any year in which
AgriFrozen  has earnings on any products  sold which were  processed  from crops
supplied by Pro-Fac,  AgriFrozen  will  distribute  such  earnings to members of
Pro-Fac.  However,  in the event  AgriFrozen  experiences  any losses on Pro-Fac
products,  AgriFrozen  will  deduct the losses from the total CMV  payable.  The
agreement permits  AgriFrozen to pay 20 percent in cash and retain 80 percent of
its earnings on Pro-Fac products as working capital.

Under the Marketing and Facilitation  Agreement between  AgriFrozen and Pro-Fac,
the board of  directors  of  AgriFrozen  is required to consist of: (i) at least
three and as many as five directors who are  individuals  who currently serve as
directors of Pro-Fac and who are chosen by Pro-Fac's  board of  directors;  (ii)
one director who is nominated by the president of Agrilink from among Agrilink's
management employees; and (iii) any number of disinterested directors who are to
be  elected  from   individuals   suggested   by  the   president  of  Agrilink.
Disinterested directors are persons who are neither employees, shareholders, nor
otherwise affiliated with Pro-Fac or AgriFrozen, but may include a disinterested
director of Agrilink.
<PAGE>


<TABLE>
NOTE 4.       DEBT

Summary of Long-Term Debt:
<CAPTION>

                                                              September 25, 1999                 June 26,       September 26,
                                                       Agrilink   AgriFrozen        Total          1999            1998
                                                     -----------  -----------    ----------     ----------     -------------

<S>                                                  <C>             <C>         <C>            <C>              <C>
Term Loan Facility                                   $  446,400      $ 30,000    $  476,400     $  476,600       $  455,000
Senior Subordinated Notes                               200,015             0       200,015        200,015               15
Subordinated Promissory Note (net of discount)           24,056         4,121        28,177         27,378           23,372
Subordinated Bridge Facility                                  0             0             0              0          200,000
Other                                                     6,749             0         6,749          6,999            9,723
                                                     ----------      --------    ----------     ----------       ----------
Total debt                                              677,220        34,121       711,341        710,992          688,110
Less current portion                                    (16,580)            0       (16,580)        (8,670)          (1,023)
                                                     ----------      --------    ----------     ----------       ----------
Total long-term debt                                 $  660,640      $ 34,121    $  694,761     $  702,322       $  687,087
                                                     ==========      ========    ==========     ==========       ==========
</TABLE>


NOTE 5.       OTHER MATTERS

Sale of Canned Vegetable  Business:  On September 15, 1999,  Agrilink and Seneca
Foods  Corporation  announced they are in negotiation  regarding the purchase by
Seneca of Agrilink's  Midwest,  private label,  canned vegetable  business.  The
transaction  will  include  reciprocal  copacking  agreements.  The  parties are
working toward  finalizing the agreement by mid November.  This transaction does
not include Agrilink's retail branded canned vegetables,  Veg-All and Freshlike.
No significant gain or loss is anticipated on this sale.


Restructuring:   During  the  third  quarter  of  fiscal  1999,  Agrilink  began
implementation of a corporate-wide restructuring program. The overall objectives
of the  plan  are to  reduce  expenses,  improve  productivity,  and  streamline
operations.  The total  restructuring  charge  amounted to $5.0  million and was
primarily comprised of employee  termination  benefits.  Efforts have focused on
the  consolidation  of operating  functions and the elimination of approximately
five percent of the work force.  Reductions in personnel include operational and
administrative  positions.  Through  September  25,  1999,  $1.9 million of this
charge  has been  liquidated  and the  remaining  termination  benefits  will be
liquidated during fiscal 2000.

NOTE 6:       OPERATING SEGMENTS

The  Cooperative  is  organized by product line for  management  reporting  with
operating   income   being  the  primary   measure  of  segment   profitability.
Accordingly,  no items below operating  earnings are allocated to segments.  The
Cooperative's  four  primary  operating  segments  are as  follows:  vegetables,
fruits, snacks, and canned meals.

The  vegetable  product  line  consists of canned and frozen  vegetables,  chili
beans,  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 snacks 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 canned meat products such as chilies,
stew, and soups, and various other ready-to-eat prepared meals. Branded products
within the canned meal category  include  Nalley.  Other product lines primarily
represent salad dressings.  Branded products within the "other category" include
Bernstein's and Nalley.

<PAGE>


The following table illustrates the Cooperative's operating segment information:

<TABLE>
(Dollars in Millions)                                                                  Fiscal Years Ended
<CAPTION>
                                                                         September 25, 1999        September 26, 1998
<S>                                                                          <C>                        <C>
Net Sales:
   Vegetables                                                                $   200.3                  $   78.8
   Fruits                                                                         23.3                      25.1
   Snacks                                                                         21.4                      21.8
   Canned Meals                                                                   16.6                      14.8
   Other                                                                          14.7                      13.4
                                                                             ---------                  --------
     Continuing segments                                                         276.3                     153.9
   Businesses sold or to be sold1                                                 19.9                      28.7
                                                                             ---------                  --------
         Total                                                               $   296.2                  $  182.6
                                                                             =========                  ========

Operating income:
   Vegetables2                                                               $    15.0                  $    3.4
   Fruits                                                                          3.3                       2.2
   Snacks                                                                          1.5                       2.0
   Canned Meals                                                                    1.9                       1.4
   Other                                                                           0.9                       0.0
                                                                             ---------                  --------
     Continuing segments                                                          22.6                       9.0
   Businesses sold or to be sold1                                                 (0.5)                      3.5
                                                                             ---------                  --------
         Total                                                                    22.1                      12.5
Gain on sale of aseptic operations                                                 0.0                      64.2
                                                                             ---------                  --------
Total consolidated operating income                                               22.1                      76.7
Interest expense                                                                 (20.7)                     (8.4)
                                                                             ---------                  --------
Income before taxes, dividends, allocation of net proceeds
   and extraordinary item                                                    $     1.4                  $   68.3
                                                                             =========                  ========

<FN>
1  Includes the private label canned vegetable business to be sold in fiscal 2000 and the aseptic and peanut butter businesses sold
   in fiscal 1999.

2  The vegetable product line includes earnings derived from Agrilink's investment in Great Lakes Kraut Company of $0.5 million and
   $0.6 million in fiscal 2000 and fiscal 1999, respectively.
</FN>
</TABLE>

NOTE 7.       SUBSIDIARY GUARANTORS

Kennedy  Endeavors,   Incorporated  and  Linden  Oaks  Corporation  wholly-owned
subsidiaries of Agrilink  ("Subsidiary  Guarantors"),  and Pro-Fac, have jointly
and severally,  fully and unconditionally  guaranteed,  on a senior subordinated
basis,  the  obligations  of Agrilink with respect to Agrilink's  11-7/8 percent
Senior  Subordinated  Notes due 2008 ("New Notes") and the New Credit  Facility.
The  covenants in the New Notes and the New Credit  Facility do not restrict the
ability of the Subsidiary Guarantors to make cash distributions to Agrilink.

Separate  financial  statements and other disclosures  concerning the Subsidiary
Guarantors  are not  presented  because  management  has  determined  that  such
financial  statements and other disclosures are not material.  Accordingly,  set
forth below is certain summarized  financial  information derived from unaudited
historical financial  information for the Subsidiary  Guarantors,  on a combined
basis.



<PAGE>


(Dollars in Thousands)
                                                Quarter Ended
                                      September 25,         September 26,
                                       1999                     1998
                                     -------------          --------------

Summarized Statement of Operations:
    Net sales                           $ 18,262              $  3,331
    Gross profit                          14,384                 1,561
    Income from continuing operations     14,132                   610
    Net income                             9,186                   396

Summarized Balance Sheet:
    Current assets                      $  2,511              $  2,097
    Noncurrent assets                    215,813                 7,080
    Current liabilities                    5,583                   758

On March 2, 1999,  Agrilink  transferred  trademarks valued at $212.6 million to
Linden  Oaks  Corporation.  By  consolidating  the  trademarks  into a  separate
subsidiary,  Agrilink will be able to monitor more closely and  efficiently  the
benefits  associated  with its  trademarks.  The royalty fees that are earned by
Linden Oaks Corporation in connection with the trademarks are insignificant with
respect to the Consolidated Statement of Operations and Net Proceeds.

NOTE 8.       OTHER MATTERS

Dividends:  Subsequent to quarter end, the Cooperative  declared a cash dividend
of $.43 per share on the Class A Cumulative  Preferred  Stock.  These  dividends
approximate $1.6 million and were paid on October 29, 1999.

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The purpose of this discussion is to outline the significant reasons for changes
in the Unaudited  Consolidated  Statement of Operations  and Net Proceeds in the
first quarter of fiscal 2000 versus such periods in fiscal 1999.

Pro-Fac  Cooperative,  Inc.'s  ("Pro-Fac"  or  the  "Cooperative")  wholly-owned
subsidiary,  Agrilink Foods,  Inc.  ("Agrilink")  has four primary product lines
including:  vegetables,  fruits,  snacks and  canned  meals.  The  Cooperative's
subsidiary,  AgriFrozen,  has  vegetables as its one primary  product line.  The
majority of each of the product  lines' net sales are within the United  States.
In addition,  all of the Cooperative's  operating  facilities,  excluding one in
Mexico, are within the United States.

The  vegetable  product  line  consists of canned and frozen  vegetables,  chili
beans,  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 canned meat products such as chilies,
stews,  soups, and various other ready-to-eat  prepared meals.  Branded products
within the canned meal category include Nalley. The Cooperative's  other product
line primarily  represents salad dressings.  Brand products within this category
include Bernstein's, and Nalley.

The following  tables  illustrate  the results of operations by product line for
the three months ended September 25, 1999 and September 26, 1998.



<PAGE>


EBITDA1,2
(Dollars in Millions)

                                                  Quarter Ended
                                       September 25,        September 26,
                                          1999                  1998
                                   ------------------     ------------------
                                              % of                     % of
                                     $        Total           $        Total
                                   -----      ------       ------      ------

Vegetables                         $23.0       70.3%       $  5.9       33.1%
Fruits                               3.7       11.4           2.7       15.2
Snacks                               2.4        7.3           2.7       15.2
Canned Meals                         2.3        7.3           1.9       10.7
Other                                1.4        4.0           0.4        2.2
                                   -----      -----        ------      -----
Continuing operations               32.8      100.3          13.6       76.4
Businesses sold or to be sold3      (0.1)      (0.3)          4.2       23.6
                                   -----      -----        ------      -----
     Total                         $32.7      100.0%       $ 17.8      100.0%
                                   =====      =====        ======      =====

1    Earnings before interest, taxes, depreciation,  and amortization ("EBITDA")
     is  defined  as the sum of  pretax  income,  dividends,  allocation  of net
     proceeds,   extraordinary   item,   interest   expense,   depreciation  and
     amortization of goodwill and other intangibles.

     EBITDA  should not be considered  as an  alternative  to net income or cash
     flows from operations or any other generally accepted accounting principles
     measure of performance or as a measure of liquidity.

     EBITDA is included  herein  because the  Cooperative  believes  EBITDA is a
     financial  indicator of a Cooperative's  ability to service debt. EBITDA as
     calculated by the  Cooperative  may not be comparable  to  calculations  as
     presented by other companies.

2    Excludes the gain on sale of aseptic  operations.  See NOTE 2 to the "Notes
     to Consolidated Financial Statements."

3    Represents  the  operating  results of the private  label canned  vegetable
     business to be sold in fiscal 2000 and the operating results of the aseptic
     and peanut butter  operations sold in fiscal 1999. See NOTES 2 and 5 to the
     "Notes to Consolidated Financial Statements."

Net Sales
(Dollars in Millions)

                                                Quarter Ended
                                    September 25,          September 26,
                                        1999                   1998
                                  -------------------     ------------------
                                               % of                   % of
                                      $        Total          $        Total
                                   ------      ------      ------     ------

Vegetables                         $200.3       67.6%      $ 78.8       43.2%
Fruits                               23.3        7.9         25.1       13.8
Snacks                               21.4        7.2         21.8       11.9
Canned Meals                         16.6        5.6         14.8        8.1
Other                                14.7        5.0         13.4        7.3
                                   ------      -----       ------      -----
Continuing segments                 276.3       93.3        153.9       84.3
Businesses sold or to be sold1       19.9        6.7         28.7       15.7
                                   ------      -----       ------      -----
     Total                         $296.2      100.0%      $182.6      100.0%
                                   ======      =====       ======      =====

1    Represents net sales of the private label canned  vegetable  business to be
     sold in  fiscal  2000  and net  sales  of the  aseptic  and  peanut  butter
     operations  sold  in  fiscal  1999.  See  NOTES  2 and 5 to the  "Notes  to
     Consolidated Financial Statements."



<PAGE>


Operating Income1
(Dollars in Millions)


                                                Quarter Ended
                                      September 25,          September 26,
                                          1999                   1998
                                  -------------------      ------------------

Vegetables                          $15.0        67.9%      $ 3.4         27.2%
Fruits                                3.3        14.9         2.2         17.6
Snacks                                1.5         6.8         2.0         16.0
Canned Meals                          1.9         8.6         1.4         11.2
Other                                 0.9         4.1         0.0          0.0
                                    -----       -----       -----        -----
Continuing operations                22.6       102.3         9.0         72.0
Businesses sold or to be sold2       (0.5)       (2.3)        3.5         28.0
                                    -----       -----       -----        -----
     Total3                         $22.1       100.0%      $12.5        100.0
                                    =====       =====       =====        =====

1    Excludes the gain on sale of aseptic  operations.  See NOTE 2 to the "Notes
     to Consolidated Financial Statements."

2    Represents  the  operating  results of the private  label canned  vegetable
     business to be sold in fiscal 2000 and operating results of the aseptic and
     peanut  butter  operations  sold in fiscal  1999.  See NOTES 2 and 5 to the
     "Notes to Consolidated Financial Statements."

       CHANGES FROM FIRST QUARTER FISCAL 2000 TO FIRST QUARTER FISCAL 1999

The net income for the first quarter of fiscal 2000 of $0.4 million represents a
$24.9  million  decrease  as  compared  to the first  quarter of fiscal 1999 net
income of $25.3  million.  Comparability  of net income is,  however,  difficult
because  the results of the first  quarter of fiscal  1999 were  impacted by the
gain on sale of aseptic  operations  and an  extraordinary  item relating to the
early  extinguishment  of debt.  In  addition,  fiscal  2000  results  have been
impacted by an increase in interest  associated  with the acquisition of DFVC on
September  24,  1998 and the  acquisition  of the frozen  vegetable  business of
Agripac on February 23, 1999.  Accordingly,  management  believes,  to summarize
results, an evaluation of EBITDA from continuing segments,  as presented on page
12, is more  appropriate  as it allows  the  operations  of the  business  to be
reviewed in a more consistent manner.

EBITDA from continuing  segments increased $19.2 million,  or 141.2 percent,  to
$32.8 million in the first quarter of the current fiscal year from $13.6 million
in the first quarter of the prior fiscal year.

The vegetable  product line accounts for $17.1 million of the increase in EBITDA
from continuing  segments and is primarily  attributable to the DFVC and Agripac
acquisitions.  While this operating  segment has benefited from the inclusion of
the Birds Eye,  Freshlike,  and Veg-All brands, the category has been negatively
impacted  by market  conditions  within the frozen  private  label  segment as a
result of lower demand.

The  Cooperative's  fruit product line showed an improvement of $1.0 million due
to the  inclusion  in the first  quarter of fiscal 1999 of $0.8 million of costs
associated with a new product launch.

The snack segment was  negatively  impacted by  competitive  pricing  within the
popcorn  product  line as a result of an increase  in  production  from  foreign
countries, such as Argentina.

Canned meals  increased  $0.4 million  primarily due to  improvements  in volume
within the chili category.

The other product line showed  improvements of $1.0 million due to reductions in
various cost components within the dressing category.

Net Sales:  Total net sales for the quarter  increased  $113.6 million,  or 62.2
percent,  to $296.2  million  in the first  quarter of fiscal  2000 from  $182.6
million in the first quarter of fiscal 1999.  Excluding businesses sold or to be
sold, net sales increased by $122.4 million

<PAGE>


to $276.63  million in the first  quarter of fiscal 2000 from $153.9  million in
the first quarter of fiscal 1999.  This change is attributable to an increase of
$121.5  million  within the vegetable  product line primarily as a result of the
DFVC and Agripac  acquisitions.  The Birds Eye,  Freshlike,  and Veg-All  brands
accounted  for  incremental  sales of $86.2  million.  In  addition,  AgriFrozen
accounted for  additional  sales of $18.0  million.  The remaining  increase was
attributable to incremental private label and food service sales associated with
the DFVC Acquisition.

Net sales for the fruit product line decreased $1.8 million in the first quarter
of fiscal  2000 to $23.3  million  from $25.1  million  in the first  quarter of
fiscal 1999  primarily as a result of decreased  volume within the private label
apple sauce and pie filling categories.

Canned meals  increased $1.8 million  primarily  attributable to improvements in
volume  within  the chili  category  and the  introduction  of Meals for Now,  a
ready-to-eat canned meal product, sold under the Nalley label.

The  other  category,  which  primarily  represents  dressings,   showed  modest
improvements.

Operating Income:  Excluding the impact of businesses sold or to be sold and the
gain on sale of aseptic operations, operating income increased from $9.0 million
in the first  quarter of fiscal  1999 to $22.6  million in the first  quarter of
fiscal 2000. This represents an improvement of $13.6 million or 151.1 percent.

Vegetables showed improvements of $11.6 million or 341.2 percent.  The change is
primarily  attributable to the DFVC and Agripac  acquisitions.  Branded products
associated with the DFVC Acquisition  accounted for $9.7 million of the increase
while the operations of AgriFrozen contributed $1.3 million.

The  Cooperative's  fruit category  showed an improvement of $1.1 million due to
the  inclusion  in the first  quarter  of fiscal  1999 of $0.8  million of costs
associated with a new product launch.

Snacks  showed a decline of $0.5 million from $2.0 million in the first  quarter
of  fiscal  1999 to $1.5  million  in the  first  quarter  of  fiscal  2000.  As
highlighted  above, the decline  resulted from competitive  pressures within the
popcorn category.

Canned  meals  showed  an  increase  of  $0.5  million  due   primarily  to  the
improvements in volume within the chili category highlighted above.

The other product category showed improvements due to reductions in various cost
components within the dressing category.

Selling,  Administrative,  and General Expenses:  Selling,  administrative,  and
general expenses have increased $28.3 million as compared with the first quarter
of the prior fiscal year. The increase is primarily attributable to the DFVC and
Agripac  acquisitions  and therefore the overall  increase of the  Cooperative's
size.

Gains on Sale of Aseptic  Operations:  In conjunction with the DFVC Acquisition,
Agrilink sold its aseptic  operation to Dean Foods.  The final purchase price of
$80  million  was  determined  in the third  quarter of fiscal 1999 based upon a
final appraisal performed by an independent appraiser.

Income from Great Lakes Kraut LLC: This amount represents earnings received from
the investment in Great Lakes Kraut LLC, a joint venture formed between Agrilink
and  Flanagan  Brothers,  Inc.  on July 1, 1997.  There has been no  significant
change in the  operations  of the joint  venture for the first quarter of fiscal
2000 compared with the prior year.

Interest  Expense:  Interest expense increased $12.3 million to $20.6 million in
the first  quarter  of fiscal  2000 from $8.3  million  in the first  quarter of
fiscal 1999.  This increase is associated  with  additional  debt to finance the
DFVC and Agripac  acquisitions and higher levels of seasonal  borrowings to fund
additional working capital requirements due to the increase in the Cooperative's
size.

Tax Provision:  The provision for taxes  decreased $24.0 million to $1.0 million
in the first  quarter of fiscal 2000 from $25.0  million in the first quarter of
fiscal 1999. Of this decrease, $25.0 million is attributable to the provision in
the first quarter of fiscal 1999 associated with the gain on sale of the aseptic
operations. The remaining variance was impacted by the change in earnings before
tax.  The  Cooperative's  effective  tax rate is  impacted  by the net  proceeds
distributed to members and the non-deductibility of certain amounts of goodwill.



<PAGE>


Extraordinary  Item Relating to the Early  Extinguishment of Debt:  Concurrently
with  the DFVC  Acquisition,  Agrilink  refinanced  its  existing  indebtedness,
including  its 12 1/4 percent  Senior  Subordinated  Notes due 2005 and its then
existing bank debt. Premiums and breakage fees associated with early redemptions
and other fees incurred  amounted to $18.0 million (net of income taxes of $10.4
million).

                         LIQUIDITY AND CAPITAL RESOURCES

The  following  discussion  highlights  the major  variances  in the  "Unaudited
Consolidated  Statement  of Cash  Flows" for the first  quarter  of fiscal  2000
compared to the first quarter of fiscal 1999.

Net cash used in operating  activities  decreased  $11.3  million over the first
quarter of the prior fiscal year. This decrease primarily results from variances
within  accounts  payable and other accruals due to the timing of liquidation of
outstanding  balances offset by an increase in inventories due to the harvesting
of crops and related production activities during this time.

Net cash used in investing  activities  in the first  quarter of fiscal 1999 was
impacted by the DFVC  Acquisition  and the sale of the aseptic  operations.  The
purchase of property, plant and equipment increased $4.6 million to $8.7 million
for the first  quarter of fiscal 2000 from $4.1 million for the first quarter of
fiscal 1999.  The increase was  primarily  utilized to support an  additional 19
operating   facilities  acquired  in  conjunction  with  the  DFVC  and  Agripac
acquisitions.

Net cash  provided by financing  activities  in the first quarter of fiscal 1999
was significantly  impacted by the DFVC Acquisition and the activities completed
concurrent with the acquisition to refinance existing indebtedness.

AGRILINK DEBT

Borrowings:  Under Agrilink's New Credit Facility, Agrilink is able to borrow up
to $200 million for seasonal working capital purposes under the Revolving Credit
Facility.  The  Revolving  Credit  Facility  may also be utilized in the form of
letters of credit.

As of September 25, 1999, (i) cash  borrowings  outstanding  under the Revolving
Credit Facility were $126.8 million, (ii) there were $14.0 million in letters of
credit outstanding, and (iii) additional availability under the Revolving Credit
Facility,  after  taking into  account the amount of  borrowings  and letters of
credit  outstanding,  was $59.2  million.  Agrilink  believes that the cash flow
generated by operations  and the amounts  available  under the Revolving  Credit
Facility  provide  adequate  liquidity to fund working capital needs and capital
expenditures.

Certain  financing  arrangements  require that Pro-Fac and Agrilink meet certain
financial tests and ratios and comply with certain restrictions and limitations.
As of September 25, 1999,  Pro-Fac and Agrilink are in compliance  with all such
covenants, restrictions, and limitations.

Interest Rate Risk  Management:  The  Cooperative is subject to market risk from
exposure  to  changes  in  interest  rates  based on its  financing  activities.
Agrilink has entered into certain financial instrument  transactions to maintain
the desired level of exposure to the risk of interest rate  fluctuations  and to
minimize  interest  expense.  More  specifically,  Agrilink has entered into two
interest rate swap agreements with the Bank of Montreal.  The agreements provide
for fixed  interest rate payments by Agrilink in exchange for payments  received
at the three-month LIBOR rate.

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

                                                 September 25, 1999
Interest Rate Swap:
Variable to Fixed - notional amount                   $250,000
   Average pay rate                                 4.96 - 5.32%
   Average receive rate                                 5.31%
   Maturities through                                   2001

Agrilink  had a  two-year  option  to  extend  the  maturity  date on one of the
interest rate swap agreements with a notional amount of $100,000,000. On June 8,
1999,   Agrilink  sold  this  option  to  Bank  of  Montreal  for  approximately
$2,050,000.  The gain  resulting  from the  sale is  being  recognized  over the
remaining life of the interest rate swap.


<PAGE>


While there is potential  that interest  rates will fall, and hence minimize the
benefits of  Agrilink's  hedge  position,  it is  Agrilink's  position that on a
long-term  basis,  the  possibility  of interest  rates  increasing  exceeds the
likelihood of interest rates decreasing.  Agrilink will, however, monitor market
conditions to adjust its position as it considers necessary.

AGRIFROZEN DEBT

Borrowings:  Under  AgriFrozen's  CoBank Credit Facility,  AgriFrozen is able to
borrow up to $55.0  million for  seasonal  working  capital  purposes  under the
CoBank Revolving Credit Facility.

As of  September  25, 1999,  (i) cash  borrowings  outstanding  under the CoBank
Revolving Credit Facility were $38.8 million,  and (ii) additional  availability
under the CoBank Revolving Credit Facility, after taking into account the amount
of  borrowings,  was  $16.2  million.  AgriFrozen  believes  that the cash  flow
generated by operations  and the amounts  available  under the CoBank  Revolving
Credit  Facility  provide  adequate  liquidity to fund working capital needs and
capital expenditures.

AgriFrozen's  obligations  are not  guaranteed  by Pro-Fac or  Agrilink  and are
expressly nonrecourse as to Pro-Fac and Agrilink.

Certain  financing  arrangements  require that AgriFrozen meet certain financial
tests and ratios and comply with certain  restrictions  and  limitations.  As of
September  25,  1999,  AgriFrozen  was in  compliance  with all such  covenants,
restrictions, and limitations.

OTHER MATTERS

Restructuring:   During  the  third  quarter  of  fiscal  1999,  Agrilink  began
implementation of a corporate-wide restructuring program. The overall objectives
of the  plan  are to  reduce  expenses,  improve  productivity,  and  streamline
operations.  The total  restructuring  charge  amounted to $5.0  million and was
primarily comprised of employee  termination  benefits.  Efforts have focused on
the  consolidation  of operating  functions and the elimination of approximately
five percent of the work force.  Reductions in personnel include operational and
administrative  positions.  Through  September  25,  1999,  $1.9 million of this
charge  has been  liquidated  and the  remaining  termination  benefits  will be
liquidated during fiscal 2000.

Short- and Long-Term  Trends:  The vegetable and fruit  portions of the business
can be positively or negatively  affected by weather  conditions  nationally and
the resulting impact on crop yields.  Favorable  weather  conditions can produce
high crop yields and an oversupply situation.  This results in depressed selling
prices and reduced  profitability  on the  inventory  produced  from that year's
crops.  Excessive  rain or drought  conditions can produce low crop yields and a
shortage  situation.  This  typically  results  in  higher  selling  prices  and
increased  profitability.  While the  national  supply  situation  controls  the
pricing, the supply can differ regionally because of variations in weather.

The effect of the 1999 growing season on fiscal 2000 financial results cannot be
estimated until late 1999 or early calendar 2000 when harvesting is complete and
when local and national supplies can be determined.

Year 2000  Readiness  Disclosure:  A full  inventory  and  analysis  of business
applications and related software was performed and Agrilink  determined that it
will be required to modify or replace  certain  portions of its software so that
its  computer  systems  will be Year 2000  compliant.  These  modifications  and
replacements  have been made for mission critical  applications and software and
will continue to be made in  conjunction  with  Agrilink's  overall  information
systems initiatives.

In addition, Agrilink has contacted non-information technology vendors to ensure
that any of their  products that are currently in use can  adequately  deal with
the change in century.  To date,  Agrilink has received  satisfactory  responses
from  vendors.  Areas being  addressed  include  full  reviews of  manufacturing
equipment,  telephone  and  voice  mail  systems,  security  systems,  and other
office/site support systems.  Based upon preliminary  information,  the costs of
addressing potential problems are not expected to have a material adverse impact
on Agrilink's financial position, results of operations, or cash flows in future
periods.  Accordingly, the cost of the project is being funded through operating
cash flows.

Agrilink has initiated  formal  communications  with  significant  suppliers and
customers to determine the extent to which Agrilink is vulnerable to those third
parties' failure to remediate their own Year 2000 issues.  However, there can be
no guarantee  that the systems of other  companies on which  Agrilink's  systems
rely will be timely converted,  or that a failure to convert by another company,
or a conversion that is incompatible  with  Agrilink's  systems,  would not have
material  adverse  effect on  Agrilink.  Accordingly,  Agrilink  has devoted the
necessary  resources  to resolve  all  significant  Year 2000 issues in a timely
manner.



<PAGE>


Based on the progress made to date (which  includes  compliant  systems in place
and  in  production),  Agrilink  does  not  believe  any  material  exposure  to
significant  business  interruption  exists.  In the event some of the remaining
elements of Agrilink's Year 2000 compliance project are delayed, procedures have
been addressed to ensure alternative workaround initiatives are completed.

Prior to  AgriFrozen's  acquisition  of Agripac's  frozen  vegetable  processing
business, the Cooperative conducted an analysis of Agripac's associated computer
hardware and software systems.  Based on this analysis,  AgriFrozen has replaced
its  computer  hardware  with year 2000 ready  hardware  and has entered  into a
sublease with  Agrilink  pursuant to which it will license  Agrilink's  software
systems.  Based on the progress  made to date,  AgriFrozen  does not believe any
material exposure to significant  business  interruption exists. Also before the
acquisition,  Agripac  conducted an  assessment  of its vendors,  suppliers  and
customers to determine  the extent of their year 2000  readiness  and  Agripac's
potential vulnerability.  However, there can be no guarantee that the systems of
other companies on which AgriFrozen's systems rely will be timely converted,  or
that  a  failure  to  convert  by  another  company,  or a  conversion  that  is
incompatible with AgriFrozen's systems, would not have a material adverse effect
on AgriFrozen.

               CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

From time to time, the  Cooperative  makes oral and written  statements that may
constitute  "forward-looking  statements"  as defined in the Private  Securities
Litigation  Reform Act of 1995 (the  "Act") or by the  Securities  and  Exchange
Commission  ("SEC") in its rules, . regulations,  and releases.  The Cooperative
desires  to  take  advantage  of the  "safe  harbor"  provisions  in the Act for
forward-looking  statements made from time to time,  including,  but not limited
to, the forward-looking information contained in the Management's Discussion and
Analysis  (pages  11 to 16) and other  statements  made in this Form 10-Q and in
other filings with the SEC.

The Cooperative cautions readers that any such  forward-looking  statements made
by  or  on  behalf  of  the  Cooperative  are  based  on  management's   current
expectations  and beliefs but are not guarantees of future  performance.  Actual
results  could  differ  materially  from  those  expressed  or  implied  in  the
forward-looking   statements.   Among  the   factors   that  could   impact  the
Cooperative's ability to achieve its goals are:

     the impact of strong competition in the food industry;

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

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

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

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

     the Cooperative's ability to service debt.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

           Exhibit Number                 Description

                 27                Financial Data Schedule

     (b) Reports on Form 8-K:

         No reports on Form 8-K were filed in the first quarter of fiscal 2000.


<PAGE>








                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                          PRO-FAC COOPERATIVE, INC.



Date:    November 8, 1999           BY: /s/   Stephen R. Wright
         ----------------               --------------------------------
                                              STEPHEN R. WRIGHT
                                               GENERAL MANAGER




Date:    November 8, 1999           BY: /s/   Earl L. Powers
         ----------------               --------------------------------
                                              EARL L. POWERS
                                         VICE PRESIDENT FINANCE AND
                                            ASSISTANT TREASURER
                                     (Principle Financial Officer and
                                        Principle Accounting Officer)