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


                                    FORM 8-K


                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

<TABLE>
<S>                                                <C>              <C>  
 Date of Report (Date of Earliest Event Reported): December 3, 1998 (September 23, 1998)
</TABLE>

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

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


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


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






<PAGE>


Item 2.       Acquisition or Disposition of Assets

The undersigned  registrant hereby supplements the following item of its Current
Report on Form 8-K dated  September  23, 1998,  and filed on October 5, 1998, as
set forth in the pages attached hereto:

Item 7.  Financial Statements and Exhibits:

     (a)  Financial statements

          (i)  Dean Foods Vegetable Company

               Report of Independent Accountants

               Consolidated  Statements  of Income  for the years  ended May 31,
                    1998, May 25, 1997 and May 26, 1996

               Consolidated  Balance Sheets as of May 31, 1998, May 25, 1997 and
                    May 26, 1996

               Consolidated Statements of Cash Flows for the years ended May 31,
                    1998,  May 25, 1997 and May 26,  1996

               Notes to Consolidated Financial Statements

               Unaudited  Condensed  Consolidated  Statements  of Income for the
                    three months ended August 30, 1998 and August 24, 1997

               Unaudited Condensed  Consolidated Balance Sheets as of August 30,
                    1998 and August 24, 1997

               Unaudited Condensed Consolidated Statements of Cash Flows for the
                    three months ended August 30, 1998 and August 24, 1997

               Notes to Unaudited Condensed Consolidated Financial Statements

     (b)  Pro Forma Financial Information

          (i)  Pro-Fac Cooperative, Inc.

               Unaudited  Pro  Forma   Condensed   Consolidated   Statement   of
                    Operations for the year ended June 27, 1998

               Notes to Unaudited Pro Forma Condensed Consolidated  Statement of
                    Operations for the year ended June 27, 1998

               Unaudited  Pro  Forma   Condensed   Consolidated   Statement   of
                    Operations for the quarter ended September 26, 1998

               Notes to Unaudited Pro Forma Condensed Consolidated  Statement of
                    Operations for the quarter ended September 26, 1998



<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:    December 3, 1998           BY:   /s/    Earl L. Powers
         ----------------                 -----------------------------
                                                 EARL L. POWERS,
                                           VICE PRESIDENT FINANCE AND
                                               ASSISTANT TREASURER
                                        (Principal Financial Officer and
                                          Principal Accounting Officer)



<PAGE>
     DEAN FOODS VEGETABLE COMPANY

     (A DIVISION OF DEAN FOODS COMPANY)

     CONSOLIDATED FINANCIAL STATEMENTS

     YEARS ENDED MAY 31, 1998, MAY 25,
     1997 AND MAY 26, 1996



<PAGE>








                        REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors and Shareholders of
Dean Foods Company


In our opinion,  the  accompanying  consolidated  balance sheets and the related
consolidated  statements  of income and of cash  flows  present  fairly,  in all
material  respects,  the financial  position of Dean Foods Vegetable Company and
subsidiaries  ("DFVC"),  a division of Dean Foods  Company  ("DFC"),  at May 31,
1998,  May 25, 1997 and May 26, 1996,  and the results of their  operations  and
their cash flows for each of the three years in the period  ended May 31,  1998,
in conformity with generally  accepted  accounting  principles.  These financial
statements   are  the   responsibility   of  the   Company's   management;   our
responsibility  is to express an opinion on these financial  statements based on
our audits.  We conducted  our audits of these  statements  in  accordance  with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable  assurance about whether the financial statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence  supporting the amounts and  disclosures  in the financial  statements,
assessing the  accounting  principles  used and  significant  estimates  made by
management,  and evaluating the overall  financial  statement  presentation.  We
believe  that our audits  provide a reasonable  basis for the opinion  expressed
above.





PRICEWATERHOUSECOOPERS LLP

August 31, 1998





                                                             
<PAGE>
<TABLE>
                          DEAN FOODS VEGETABLE COMPANY

                        CONSOLIDATED STATEMENTS OF INCOME

                             (dollars in thousands)
<CAPTION>
                                                             YEAR ENDED
                                                   May 31,      May 25,      May 26,
                                                    1998         1997          1996
                                                    ----         ----          ----

<S>                                               <C>           <C>         <C>     
NET SALES (Note 2)                                $541,243      $549,286    $569,836

OPERATING COSTS AND EXPENSES:
    Cost of products sold (Note 2)                 397,577       406,703     450,599
    Selling, general and administrative
       expenses (Note 3)                           106,256       108,809     114,606
    Special charge (Note 13)                             -         9,644      37,346
    Interest expense - related parties (Note 3)      9,170        10,270      12,010
    Other, net                                      (1,193)         (648)       (560)
                                                  --------      --------    --------
                                                   511,810       534,778     614,001
                                                  --------      --------    --------

NET INCOME (LOSS) BEFORE INCOME TAXES               29,433        14,508     (44,165)

PROVISION (BENEFIT) FOR INCOME TAXES
   (Notes 2 and 7)                                  11,773         5,803     (17,224)
                                                  --------      --------    --------

NET INCOME (LOSS)                                 $ 17,660      $  8,705    $(26,941)
                                                  ========      ========    ========
</TABLE>

<PAGE>


<TABLE>

                          DEAN FOODS VEGETABLE COMPANY

                           CONSOLIDATED BALANCE SHEETS

                             (dollars in thousands)
<CAPTION>
                                                                      May 31,    May 25,     May 26,
                                                                       1998       1997        1996
                                                                      -------    -------     -------
                                     ASSETS

<S>                                                                  <C>        <C>         <C>     
CURRENT ASSETS:
     Cash (Note 2)                                                   $    301   $    235    $    227
     Accounts receivable, less allowance for doubtful accounts
        of $500, $500 and $510, respectively (Notes 2 and 3)           32,451     35,315      36,758
     Inventories (Notes 2 and 4)                                      125,717    143,561     158,390
     Deferred tax assets (Notes 2 and 7)                               12,868     15,450      18,697
     Prepaid Slotting (Note 2)                                          5,092      3,677       3,576
     Other                                                              3,837      4,648       6,791
                                                                     --------   --------    --------
         TOTAL CURRENT ASSETS                                         180,266    202,886     224,439
                                                                     --------   --------    --------

PROPERTY, PLANT AND EQUIPMENT, net (Notes 2 and 5)                    133,276    145,374     150,595
OTHER ASSETS:
     Goodwill, net of amortization of $2,570, $1,978 and
        $1,397, respectively (Note 2)                                  20,673     21,265      21,846
     Other intangible assets, net of amortization of $2,965,
        $2,293 and $1,634, respectively (Note 2)                       23,130     23,802      24,462
     Other                                                              2,400      2,844       3,971
                                                                     --------   --------    --------
         TOTAL ASSETS                                                $359,745   $396,171    $425,313
                                                                     ========   ========    ========

                             LIABILITIES AND EQUITY
CURRENT LIABILITIES:
     Accounts payable                                                $ 22,422   $ 28,432    $ 26,237
     Accounts payable to related parties (Note 3)                      23,943     11,220      15,521
     Accrued liabilities (Notes 8 and 13)                              32,244     31,869      35,408
     Current Portion of note payable to related parties (Note 3)        5,370      5,056       8,633
     Current portion of long-term debt (Note 9)                           503        712         692
                                                                     --------   --------    --------
         TOTAL CURRENT LIABILITIES                                     84,482     77,289      86,491
                                                                     --------   --------    --------

LONG-TERM LIABILITIES:
     Long-term debt (Note 9)                                            2,450      2,995       3,669
     Note payable to related parties (Note 3)                           4,208      8,501      12,505
     Deferred income taxes (Notes 2 and 7)                             19,151     19,152      17,329
     Other                                                              3,257      2,824       2,664
                                                                     --------   --------    --------
         TOTAL LONG-TERM LIABILITIES                                   29,066     33,472      36,167
                                                                     --------   --------    --------

COMMITMENTS AND CONTINGENCIES (Note 15)                                     -          -           -
                                                                     --------   --------    --------
EQUITY:
     Investments by and advances from DFC (Note 3)                    246,197    285,410     302,655
                                                                     --------   --------    --------
         TOTAL EQUITY                                                 246,197    285,410     302,655
                                                                     --------   --------    --------
         TOTAL LIABILITIES AND EQUITY                                $359,745   $396,171    $425,313
                                                                     ========   ========    ========
</TABLE>


<PAGE>


<TABLE>


                                           DEAN FOODS VEGETABLE COMPANY

                                       CONSOLIDATED STATEMENTS OF CASH FLOWS

                                              (dollars in thousands)
<CAPTION>

                                                                            YEAR ENDED
                                                                 May 31,      May 25,     May 26,
                                                                  1998         1997        1996
                                                                  ----         ----        ----
<S>                                                            <C>          <C>          <C>      
CASH FLOWS FROM OPERATIONS:
    Net income (loss)                                          $ 17,660     $  8,705     $(26,941)
    Adjustments to reconcile net income (loss) to net
       cash provided from operations:
        Depreciation and amortization                            19,167       20,658       23,494
        Deferred income taxes                                     2,581        5,070      (13,211)
        Other current assets                                     10,485        8,195        4,981
        Other long-term assets                                      444        1,127         (666)
        Special charge                                                -        9,644       37,346
        Other                                                     7,765        3,622       (6,287)
        Change in working capital items:
          Decrease in accounts receivable                         2,864        1,443        6,807
          (Increase) decrease in inventories                     17,844       14,829       12,534
          Increase in other current assets                      (11,089)      (6,153)      (9,830)
          Increase (decrease) in accounts payable
             and other accrued expense                            4,745      (17,890)      (2,647)
                                                               --------     --------     --------
        NET CASH PROVIDED FROM
          OPERATIONS                                             72,466       49,250       25,580
                                                               --------     --------     --------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures                                        (11,253)     (15,373)     (15,585)
    Proceeds from dispositions of property,
       plant and equipment                                          459          316          763
    Acquisitions, net of cash received                                -            -      (21,748)
                                                               --------     --------     ---------
        NET CASH USED IN INVESTING
           ACTIVITIES                                           (10,794)     (15,057)     (36,570)
                                                               --------     --------     --------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Repayments of long-term debt                                   (754)        (654)        (636)
    Net repayments of notes payable to related parties           (3,979)      (7,581)     (17,614)
    Increase (decrease) in advances from DFC (Note 3)           (56,873)     (25,950)      29,429
                                                               --------     --------     --------
        NET CASH PROVIDED FROM (USED IN)
          FINANCING ACTIVITIES                                  (61,606)     (34,185)      11,179
                                                               --------     --------     --------

NET INCREASE IN CASH                                                 66            8          189
CASH, beginning of year                                             235          227           38
                                                               --------     --------     --------
CASH, end of year                                              $    301     $    235     $    227
                                                               ========     ========     ========
</TABLE>


<PAGE>




                          DEAN FOODS VEGETABLE COMPANY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             (dollars in thousands)


NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Dean Foods Vegetable Company and its subsidiaries ("DFVC") is a division of Dean
Foods Company ("DFC") and is principally engaged in the processing, distribution
and sales of frozen and canned  vegetables  in the United  States.  As part of a
reorganization  of DFC in fiscal 1994, the vegetable  businesses within DFC were
combined with the Birds Eye Frozen  Vegetable  business to form DFVC.  The Birds
Eye  Frozen  Vegetable  business  was  acquired  from the  All-American  Gourmet
Company, a wholly-owned subsidiary of Kraft General Foods, Inc., on December 27,
1993.

The  accompanying  consolidated  financial  statements  reflect the  "carve-out"
financial  position,  results  of  operations  and  cash  flows  of DFVC and its
majority  owned  subsidiaries  for  the  periods   presented.   All  significant
intercompany  accounts and transactions  have been eliminated in  consolidation.
The  consolidated  financial  information  included  herein does not necessarily
reflect what the  consolidated  financial  position and results of operations of
DFVC would have been had it operated as a stand alone entity  during the periods
covered, and may not be indicative of future operations or financial position.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported  amounts of assets and  liabilities  and the  disclosure  of
contingent  assets and  liabilities  at the date of the financial  statements as
well as the  reported  amounts of revenues  and  expenses  during the  reporting
period. Actual results could differ from those estimates.

DFVC's  fiscal year ends on the last  Sunday in May.  There were 53 weeks in the
fiscal year ended May 1998, whereas there were 52 weeks in fiscal 1997 and 1996.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Temporary Cash Investments

DFVC considers  temporary cash  investments  with an original  maturity of three
months or less to be cash equivalents.

Receivables

Accounts  receivable  are  presented  net of certain  promotional  and marketing
allowances.



<PAGE>


                          DEAN FOODS VEGETABLE COMPANY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             (dollars in thousands)


Inventories

Inventories are stated at the lower of cost or market. Cost is determined by the
last-in,  first-out (LIFO) method for finished frozen and canned products and by
the first-in, first-out (FIFO) method for all other inventories. The FIFO method
would  approximate  the  actual  cost.  Market  for raw  materials  is  based on
replacement  costs and for other  inventory  classifications  on net  realizable
value.

Prepaid Slotting

Slotting allowances are capitalized and amortized over twelve months.

Property, Plant and Equipment

Property,  plant and equipment is stated at cost. Major renewals and betterments
are  capitalized  while repairs and  maintenance  which do not improve or extend
useful life are expensed currently. Upon sale, retirement,  abandonment or other
disposition  of  property,  the cost and related  accumulated  depreciation  are
eliminated from the accounts and any gain or loss is reflected in income.

For   financial   statement   purposes,   depreciation   is  calculated  by  the
straight-line   method  over  the   following   useful   lives:   buildings  and
improvements,  10  to  40  years;  machinery  and  equipment,  3  to  12  years;
transportation  equipment,  4 years.  For income tax purposes,  depreciation  is
calculated using accelerated methods for certain assets.

Certain land, buildings, and machinery and equipment having a net carrying value
of $6,796 were mortgaged or otherwise encumbered against related debt of $503 at
May 31, 1998.

Goodwill and Intangible Assets

Excess of cost over fair  market  value of net  identifiable  assets of acquired
companies and other  intangible  assets are amortized on a  straight-line  basis
over estimated useful lives not exceeding forty years.

Long-Lived Assets

DFVC continually  reviews intangible assets and property plant and equipment for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying  amount  of the  asset  may  not be  recoverable.  An  estimate  of the
undiscounted  future  cash  flows  or,  in the  case of  goodwill,  undiscounted
operating  earnings,  over the  remaining  life of the asset is  compared to the
carrying amount to determine whether an impairment exists. DFVC believes that no
indicators of impairment of long-lived assets existed at May 31, 1998.
<PAGE>
                         DEAN FOODS VEGETABLE COMPANY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             (dollars in thousands)
Income Taxes

DFVC is included in the  consolidated  U.S. federal and state income tax returns
of DFC. The provision for income taxes has been  determined as if DFVC had filed
separate tax returns  under its existing  structure  for the periods  presented.
Accordingly,  the effective tax rate of DFVC in future years could vary from its
historical  effective  rates  depending on DFVC's future legal structure and tax
elections.  All income taxes are settled with DFC on a current basis through the
"Investments by and advances from DFC" account.

Provision  has been  made for  income  taxes in  accordance  with  Statement  of
Financial Accounting Standards No. 109, "Accounting for Income Taxes."

Revenue Recognition

Revenues are recognized when products are shipped.

Cost of Products Sold

Cost of products sold includes raw materials, labor and overhead.

Advertising Expenses

DFVC  expenses all costs  associated  with  advertising  as incurred or when the
advertising takes place.  Advertising  expense was $13,918,  $14,252 and $15,344
for the years ended 1998, 1997 and 1996, respectively.

Fair Value of Financial Instruments

The carrying amount of DFVC's  financial  instruments,  which primarily  include
cash, accounts receivable,  accounts payable and accrued expenses,  approximates
fair value due to the relatively short maturity of such instruments.

Concentrations of Credit Risk

Financing   instruments,   which   potentially   subject  DFVC  to   significant
concentrations of credit risk, consist principally of trade accounts receivable.
Concentrations  of credit risk with  respect to trade  accounts  receivable  are
limited due to the large number of customers  and their  dispersion  across many
geographic  areas. DFVC had gross sales in excess of 10% to one customer in 1998
amounting to approximately $55,700.
<PAGE>
                         DEAN FOODS VEGETABLE COMPANY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             (dollars in thousands)



NOTE 3 - RELATED PARTY TRANSACTIONS

DFC provides DFVC certain purchasing,  credit, legal,  accounting,  treasury and
tax services.  An allocation of the estimated costs, which in the opinion of DFC
management  approximates  actual costs, of these services is charged directly to
DFVC each month by DFC corporate using varying historical  allocation bases. The
allocation  process is consistent with the methodology  used by DFC corporate to
allocate costs of similar services  provided to its other business units. In the
opinion of management, these allocated costs are reasonable;  however, the terms
of these  transactions may differ from those that would result from transactions
among unrelated parties. The allocated costs of these services, which aggregated
$2,808,  $2,648 and $2,743 for the fiscal  years ended May 1998,  1997 and 1996,
respectively,  were reflected in selling, general and administrative expenses in
the accompanying consolidated statements of income.

DFC maintains a transportation  and  distribution  division that is used by DFVC
and  other of DFC's  divisions.  DFVC is  charged  for  shipments  at  estimated
standard  carrier  rates which may differ  from  prices  that would  result from
transactions  among unrelated  parties.  The allocated costs for these services,
which aggregated $11,330, $8,950 and $9,307 for the fiscal years ended May 1998,
1997  and  1996,   respectively,   were   reflected  in  selling,   general  and
administrative expenses in the accompanying consolidated statements of income.

DFVC incurs an annual  charge for  interest  expense from DFC based on a formula
which takes into  consideration its percentage of certain assets and liabilities
in relation to the total for DFC of these assets and  liabilities  (net invested
capital).  Management  believes  that the basis  used for  allocating  corporate
interest is reasonable; however, the terms of these transactions may differ from
those that would result from  transactions  among  unrelated  parties.  Interest
expense is reflected as a separate  component in the  accompanying  consolidated
statements of income.

DFC maintains a centralized cash management  system and  substantially  all cash
receipts and  disbursements are recorded at the corporate level. DFVC is charged
or credited for the net of cash receipts and disbursements each month.

DFVC and DFC's other divisions  engage in transactions  with certain of the same
customers.  In certain  instances,  due to the resulting  collections from these
customers,  related party receivables and payables arise. Related party payables
also arise from DFVC's  relationship with DFC's  transportation and distribution
division.  Also,  DFVC has  related  party  notes  payable to DFC.  All of these
relationships are reflected in the accompanying consolidated balance sheet.

<PAGE>
                          DEAN FOODS VEGETABLE COMPANY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             (dollars in thousands)


The  aforementioned  related  party  activity is primarily  settled  through the
Investments by and advancements from DFC account. The following table sets forth
the net activity in the  Investments  by and  advances  from DFC account for the
fiscal years ended May 1998, 1997 and 1996:

                                     1998         1997         1996
                                     ----         ----         ----

Balance, beginning of year         $285,410     $302,655     $300,167
Net income (loss)                    17,660        8,705      (26,941)
(Charges) advances from DFC, net    (56,873)     (25,950)      29,429
                                   --------     --------     --------
Balance, end of year               $246,197     $285,410     $302,655
                                   ========     ========     ========


NOTE 4 - INVENTORIES

Inventories  at May 31,  1998,  May 25, 1997 and May 26, 1996  consisted  of the
following:

                        1998        1997        1996
                        ----        ----        ----

Raw materials        $ 15,126    $ 16,167    $ 18,960
Work-in-process        31,518      43,520      50,986
Finished goods         84,474      92,011      92,913
                     --------    --------    --------

FIFO Inventory        131,118     151,698     162,859
LIFO Reserve           (5,401)     (8,137)     (4,469)
                     --------    --------    --------

LIFO Inventory       $125,717    $143,561    $158,390
                     ========    ========    ========

During fiscal 1998 and 1997, LIFO inventory quantities were reduced resulting in
a  partial  liquidation  of  the  LIFO  basis,  the  effect  of  which  was  not
significant.



<PAGE>


                          DEAN FOODS VEGETABLE COMPANY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             (dollars in thousands)


NOTE 5 - PROPERTY, PLANT AND EQUIPMENT

Property,  plant and  equipment at May 31,  1998,  May 25, 1997 and May 26, 1996
consisted of the following:


                                           1998         1997         1996
                                           ----         ----         ----

Land                                     $  8,114     $  8,574     $  8,444
Buildings and improvements                 69,324       68,028       64,259
Machinery and equipment                   182,821      192,423      184,332
Transportation equipment                    1,782        1,980        1,988
Construction in progress                    5,416       11,047       10,589
                                         --------     --------     --------


                                          267,457      282,052      269,612
    Less:  Accumulated depreciation      (134,181)    (136,678)    (119,017)
                                         --------     --------     --------    

                                         $133,276     $145,374     $150,595
                                         ========     ========     ========    

NOTE 6 - OPERATING LEASES

DFVC  leases   manufacturing,   warehouse  and  office  facilities  and  certain
equipment. Future minimum lease payments required under leases having initial or
remaining  noncancelable leases terms in excess of one year are set forth below.
Sublease rental income is not significant.

Operating Leases

1999                            $  948
2000                               908
2001                               829
2002                               124
2003                                45
Thereafter                          52
                                ------
Total minimum rentals           $2,906
                                ======

Rental  expense  under all operating  leases for the years ended 1998,  1997 and
1996 was $3,499, $3,602 and $4,263, respectively.


<PAGE>


                          DEAN FOODS VEGETABLE COMPANY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             (dollars in thousands)


NOTE 7 - INCOME TAXES

The  provision  (benefit)  for income taxes for the fiscal years ended May 1998,
1997 and 1996 was as follows:

                                            1998        1997       1996
                                            ----        ----       ----

 Current tax expense (benefit):
     Federal                                $ 7,583    $  605    $ (3,311)
     State                                    1,609       128        (702)
                                            -------    ------    --------
                                              9,192       733      (4,013)
 Deferred tax expense (benefit):
     Federal                                  2,129     4,183     (10,899)
     State                                      452       887      (2,312)
                                            -------    ------    --------
                                              2,581     5,070     (13,211)
                                            -------    ------    -------- 
  Provision (benefit) for income taxes      $11,773    $5,803    $(17,224)
                                            =======    ======    ========

The effective tax rate differs from the  prevailing  statutory  federal rate for
the fiscal years ended May 1998, 1997 and 1996 as follows:

                                   1998      1997      1996
                                   ----      ----      ----

Statutory federal tax rate         35.0%     35.0%    (35.0)%
State, net of federal benefit       4.6       4.6      (4.4)
Other, net                          0.4       0.4       0.4
                                   ----      ----     -----
Effective tax rate                 40.0%     40.0%    (39.0)%
                                   ====      ====     =====



<PAGE>


                          DEAN FOODS VEGETABLE COMPANY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             (dollars in thousands)


The  components  of the deferred  income tax assets and  liabilities  at May 31,
1998, May 25, 1997 and May 26, 1996 were as follows:

                                                1998       1997       1996
                                                ----       ----       ----
 Deferred tax assets (net):
     Accounts receivable                    $   (478)   $    108    $  1,395
     Inventory                                 3,698       4,215       4,611
     Employee benefits                         1,871       2,344       3,743
     Vacation pay                                658         538       1,095
     Marketing accruals                        6,604       4,542       4,220
     Future benefit of special charge           (525)      1,009       3,576
     Other                                     1,040       2,694          57
                                            --------    --------    --------
 Total deferred tax assets (net)            $ 12,868    $ 15,450    $ 18,697
                                            ========    ========    ========

 Deferred tax liabilities (net):
     Fixed assets                           $(13,115)   $(15,138)   $(14,560)
     Deferred compensation                       302         362         913
     Intangibles                              (6,299)     (5,662)     (5,251)
     Future benefit of special charge           (361)        960       1,216
     Other                                       322         326         353
                                            --------    --------    --------
 Total deferred tax liabilities (net)       $(19,151)   $(19,152)   $(17,329)
                                            ========    ========    ========

NOTE 8 - ACCRUED LIABILITIES

The components of accrued  liabilities at May 31, 1998, May 25, 1997 and May 26,
1996 were as follows:

                                              1998      1997        1996
                                              ----      ----        ----

Special charge (Note 13)                 $ 4,597      $ 5,793     $10,357
Accrued payroll and employee benefits      8,176        7,942       7,619
Accrued bonuses                            2,508        3,529       2,049
Workers' compensation liability            3,929        4,159       4,494
Accrued coupons and marketing              5,676        5,780       4,918
Other                                      7,358        4,666       5,971
                                         -------      -------     -------
                                         $32,244      $31,869     $35,408
                                         =======      =======     =======



<PAGE>


                          DEAN FOODS VEGETABLE COMPANY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             (dollars in thousands)


NOTE 9 - DEBT

The long-term obligations  outstanding at May 31, 1998, May 25, 1997 and May 26,
1996 primarily relate to a $2,450 floating interest rate industrial revenue bond
which  matures on February 1, 2000.  The average  borrowing  rates during fiscal
1998, 1997 and 1996 were 3.76%, 3.52% and 3.73%, respectively. The obligation is
guaranteed by DFC.

DFVC also has a note  payable  which  matures  in various  installments  through
December 1, 1998 and bears interest at 9.00%. The long-term portion of the notes
payable was $473 and $983 at May 25, 1997 and May 26, 1996, respectively.

NOTE 10 - PENSION LIABILITIES

DFVC's salaried  employees are included in  DFC-sponsored  defined benefit plans
which cover substantially all of the salaried employees of the divisions of DFC.
DFVC's  hourly  employees  are  included  in  DFC-sponsored  defined  benefit or
multi-employer   union  plans.  Net  periodic  pension  expense  is  based  upon
determinations  made by  independent  actuaries.  The funded status of the plans
relative to DFVC's  participation is not separately  determined and accordingly,
no pension obligation other than current expense allocations are included in the
accompanying financial statements.

The  DFC-sponsored  plans covering defined benefit plans are based on employees'
years of service and compensation  during  employment with DFVC. The majority of
pension  benefits  are  based  upon the  participant's  highest  average  "total
compensation"  paid  during  any sixty  consecutive  months  out of the last 180
months of service  accumulated for each year of service.  DFVC through DFC makes
contributions to the defined benefit plans at least equal to the minimum funding
requirements under the Employee  Retirement Income Security Act of 1974 (ERISA).
Plan assets are  primarily  invested in bonds,  stocks and real  estate.  DFVC's
pension cost for these defined  benefit plans was $3,218,  $1,397 and $1,905 for
the fiscal years ended May 1998, 1997 and 1996, respectively.

The DFC-sponsored  multi-employer  plans  principally cover production  workers.
DFVC's  pension  expense  under  these  plans was $868,  $951 and $1,162 for the
fiscal years ended May 1998, 1997 and 1996, respectively.

NOTE 11 - PROFIT SHARING PLAN

DFC  maintains  noncontributory  profit  sharing  plans  for  certain  of DFVC's
employees.  DFVC  contributions  under these plans are made at the discretion of
DFC's Board of Directors.  Expense for these plans was $1,405, $1,317 and $1,295
in 1998,  1997 and 1996,  respectively.  In  addition,  certain  DFVC  employees
participate in DFC employee stock option plans.

<PAGE>

                          DEAN FOODS VEGETABLE COMPANY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             (dollars in thousands)



NOTE 12 - POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

DFC sponsors  healthcare and life insurance  benefit plans for certain of DFVC's
retired  employees  and  eligible  dependents.  Employees  are eligible for such
benefits  subject to minimum age and service  requirements.  Eligible  employees
that retire before the normal retirement age, along with their  dependents,  are
entitled to benefits on a shared contribution basis.  Substantially all benefits
terminate  at age  sixty-five.  DFC  maintains  the right to modify or eliminate
these benefits.

The net  postretirement  benefit  expense  for active  employees  is based on an
actuarial  valuation.  For  purposes  of  these  financial  statements,  the net
postretirement  benefit expense for retired  employees of DFVC  participating in
the  DFC-sponsored  plans was  computed  based on the active  employees at DFVC.
Management believes that this method of allocation is reasonable.

The  net  postretirement  benefit  expense  for  1998,  1997  and  1996  was not
significant.

The accumulated  postretirement  benefit obligation for active employees of DFVC
included in DFC-sponsored plans was approximately $665, $655 and $565 at May 31,
1998,  May 25, 1997 and May 26,  1996,  respectively.  The  accumulated  benefit
obligation   for  retirees  of  DFVC   included  in   DFC-sponsored   plans  was
approximately  $1,400,  $1,250 and $1,000 at May 31, 1998,  May 25, 1997 and May
26, 1996,  respectively.  The accumulated  postretirement benefit obligation was
determined by an actuarial valuation which used a discount rate of 7.25% in 1998
and 8.00% in 1997 and 1996,  respectively,  and an assumed compensation increase
of 5.00% for each year.  The health  care cost  trend  rates were  assumed to be
7.00% in 1998,  gradually  declining  to 5.00% over four years and  remaining at
that level  thereafter.  In 1997, the cost trend rates were assumed to be 7.50%,
gradually declining to 5.00% over five years. In 1996, the cost trend rates were
assumed  to be  8.00%,  gradually  declining  to  5.00%  over six  years.  A one
percentage  point increase in the assumed health care cost trend rates would not
significantly  impact the accumulated  postretirement  benefit obligation or the
net periodic  benefit  expense in any of the three years ended May 31, 1998. The
short-term and long-term portions of the postretirement benefit obligation as of
May 31, 1998, May 25, 1997 and May 26, 1996 were  reflected in the  accompanying
consolidated balance sheets.

NOTE 13 - SPECIAL CHARGE

In May  1996,  DFVC  adopted  a plan to  reduce  costs,  rationalize  production
capacity and provide for projected  severance  costs which  reduced  fiscal 1996
income  before taxes by $37,346.  The  implementation  of the plan  included the
elimination of more than 200 manufacturing and administrative positions, closure
of five  manufacturing  facilities and the disposition of certain assets held by
two other  facilities.  In fiscal 1997,  DFVC recorded an  additional  charge of
$9,644 to provide for employee and asset  relocation costs associated with plant
consolidation.



<PAGE>


                          DEAN FOODS VEGETABLE COMPANY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             (dollars in thousands)


As of May 1998, DVFC had disposed of or closed five manufacturing facilities and
eliminated 413 positions.  The remaining reserves are anticipated to be used for
continuing  severance  benefits and certain exit costs  related to a facility in
the process of being closed.

The following  table sets forth the activity for the special  charge reserve for
1998,  1997 and 1996 and the reserve  balances at May 31, 1998, May 25, 1997 and
May 26,  1996 which are  included  in accrued  liabilities  in the  accompanying
balance sheets.

                                                       Employee
                               Plant         Asset     Related
                           closure costs   write-offs    Costs     Total

1996 charge                 $  5,677        $29,450    $ 2,219    $37,346
Cash payments                   (753)             -        (51)      (804)
Non-cash charges                   -        (26,185)         -    (26,185)
                            --------        -------    -------    -------

Balance at May 26, 1996        4,924          3,265      2,168     10,357

Provision                      8,935              -        709      9,644
Cash payments                 (9,733)             -          -     (9,733)
Non-cash charges                  42         (3,253)    (1,264)    (4,475)
                            --------        -------    -------    -------

Balance at May 25, 1997        4,168             12      1,613      5,793

Cash payments                (10,021)             -     (1,060)   (11,081)
Non-cash charges                  -          (5,782)         -     (5,782)
Net transfers (to) from DFC    8,353          5,770      1,544     15,667
                            --------        -------    -------    -------

Balance at May 31, 1998     $  2,500        $     -    $ 2,097    $ 4,597
                            ========        =======    =======    =======


NOTE 14 - BUSINESS ACQUISITIONS

In August  1995,  DFVC  purchased  substantially  all of the  assets of a frozen
vegetable  processor and distributor  with annual sales of  approximately  $40.0
million.  The  acquisition  was  accounted  for by the  purchase  method and the
purchase  price of $21.7 million was allocated  primarily to inventory and fixed
assets.  The results of operations of the acquisition  have been included in the
consolidated  financial  statements of DFVC from the acquisition  date. On a pro
forma basis, the results of operations (unaudited) of the company acquired would
not have had a material effect on DFVC's net income in fiscal 1996.



<PAGE>


                          DEAN FOODS VEGETABLE COMPANY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             (dollars in thousands)


NOTE 15 - COMMITMENTS AND CONTINGENCIES

DFVC  is  involved  in  litigation  and  in   administrative   proceedings   and
investigations   in   various   jurisdictions   relating   to   certain   civil,
environmental,  product liability and employment matters. It is DFVC's policy to
accrue for legal and environmental  matters when it is probable that a liability
has been  incurred and an amount is  reasonably  estimable.  DFVC  believes that
recorded   reserves  are  sufficient  to  provide  for  exposures  meeting  this
definition.

An action has been brought  against DFVC for damages and lost profits related to
an alleged breach of contract. The plaintiff filed a suit claiming that DFVC had
entered  into  an  outputs  or  requirements  contract  subject  to the  Uniform
Commercial  Code  related to the  hauling  of  vegetable  "by-product"  from the
Hartford,  Michigan  processing  plant  of DFVC  and  that  the  closure  of the
Hartford,  Michigan  facility  was  not  in  good  faith.  DFVC  terminated  its
relationship  with the  plaintiff  upon the closure of the Hartford  facility as
part of the  rationalization  of  production  capacity  discussed in Note 13. In
August  1998,  a final  judgment  against  DFVC  was  rendered  in  favor of the
plaintiff in the amount of $2.5 million.  At May 31, 1998,  management  believes
that DFVC had adequate  reserves  allocated to this  contingency  in the special
charge reserve discussed in Note 13.

NOTE 16 - SUBSEQUENT EVENT

On July 25, 1998, Agrilink Foods, Inc. ("Agrilink"),  a wholly-owned  subsidiary
of Pro-Fac  Cooperative,  Inc.,  acquired from DFC  substantially all of the net
operating assets of DFVC for cash of approximately $400.0 million and Agrilink's
aseptic food  business.  Agrilink's  aseptic  food  business has annual sales of
approximately $100.0 million.  Upon completion of this transaction,  DFC will no
longer actively sell products in the frozen and canned vegetables markets.
<PAGE>
                          DEAN FOODS VEGETABLE COMPANY
              UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                           FOR THE THREE MONTHS ENDED
                       AUGUST 30, 1998 AND AUGUST 24, 1997
                                 (In Thousands)

                                      Three Months Ended
                                  --------------------------- 
                                  August 30,      August 24,
                                     1998            1997
                                  ----------      ----------     


Net sales                         $106,440        $109,575

Costs of products sold              81,199          89,166
Selling, general and
    administrative expenses         26,126          23,476

Interest expense                     2,002           2,077

Other income                           180             201
                                  --------        --------
Loss before income taxes            (2,707)         (4,943)

Income tax benefit                  (1,083)         (1,977)
                                  ---------       ---------

Net loss                          $ (1,624)       $ (2,966)
                                  ========        =========


See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.


<PAGE>
                          DEAN FOODS VEGETABLE COMPANY
                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                       AUGUST 30, 1998 AND AUGUST 24, 1997
                                 (In Thousands)


                                                        Three Months Ended
                                                     -------------------------
                                                     August 30,     August 24,
                                                        1998           1997
                                                     ----------     ----------

                           ASSETS

CURRENT ASSETS:                                       $    575      $    385
  Cash
  Accounts receivable,
    less allowance for doubtful
    accounts of $500 in 1998 and 1997                   28,317        25,273
  Inventories                                          166,009       154,762
  Other current assets                                  21,862        27,853
                                                      --------      --------
     Total Current Assets                              216,763       208,273
                                                      --------      --------

PROPERTIES:
  Property, plant and equipment, net                   131,855       138,769

OTHER ASSETS                                            45,521        47,306
                                                      --------      --------

    Total Assets                                      $394,139      $394,348
                                                      ========      ========

                   LIABILITIES AND EQUITY

CURRENT LIABILITIES:                                  $ 83,224      $ 73,366
  Accounts payable and accrued liabilities
  Accounts payable to related parties                   27,008        11,965
  Current portion of note payable to related parties     5,438         5,143
  Current portion of long-term debt                        344           731
                                                      --------      --------
     Total Current Liabilities                         116,014        91,205
                                                      --------      --------

LONG-TERM LIABILITIES
  Long-term debt                                         2,449         2,794
  Note payable to related parties                        3,087         7,455
  Deferred income taxes and other liabilities          22,386        22,476
                                                      --------      --------
    Total Long-Term Liabilities                         27,922        32,725
                                                      --------      --------

EQUITY - Investments by and advances from DFC          250,203       270,418
                                                      --------      --------

    Total Liabilities and  Equity                     $394,139      $394,348
                                                      ========      ========

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.


<PAGE>


                          DEAN FOODS VEGETABLE COMPANY
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           FOR THE THREE MONTHS ENDED
                       AUGUST 30, 1998 AND AUGUST 24, 1997
                                 (In Thousands)

                                                         Three Months Ended
                                                        ----------------------
                                                        August 30,  August 24,
                                                          1998         1997
                                                        ---------   ----------


Net cash (used by)/provided from operations             $  (956)    $ 17,673
                                                        ---------   --------

Cash flows from investing activities:
     Capital expenditures                                (3,187)      (4,356)
                                                        --------    ---------
Net cash used in investing activities                    (3,187)      (4,356)
                                                        --------    ---------

Cash flows from financing activities
     Repayment of long-term debt                           (159)        (182)
     Net repayments of notes payable to related parties  (1,054)        (959)
     Increase (decrease) in advances from DFC             5,630      (12,026)
                                                        -------     ---------
Net cash provided by (used for) financing activities      4,417      (13,167)
                                                        -------     --------

Increase in cash                                            274          150

Cash - beginning of period                                  301          235
                                                        -------     --------

Cash - end of period                                    $   575     $    385
                                                        =======     ========




See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.


<PAGE>


                          DEAN FOODS VEGETABLE COMPANY
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Dean Foods Vegetable Company and its subsidiaries ("DFVC") is a division of Dean
Foods Company ("DFC") and is principally engaged in the processing, distribution
and sales of frozen and canned  vegetables  in the United  States.  As part of a
reorganization  of DFC in fiscal 1994, the vegetable  businesses within DFC were
combined with the Birds Eye Frozen  Vegetable  business to form DFVC.  The Birds
Eye  Frozen  Vegetable  business  was  acquired  from the  All-American  Gourmet
Company, a wholly-owned subsidiary of Kraft General Foods, Inc., on December 27,
1993.

The  accompanying   condensed  consolidated  financial  statements  reflect  the
"carve-out" financial position, results of operations and cash flows of DFVC and
its majority  owned  subsidiaries  for the periods  presented.  All  significant
intercompany  accounts and transactions  have been eliminated in  consolidation.
The  condensed  consolidated  financial  information  included  herein  does not
necessarily  reflect  what the  consolidated  financial  position and results of
operations  of DFVC  would have been had it  operated  as a stand  alone  entity
during the periods  covered,  and may not be indicative of future  operations or
financial position.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported  amounts of assets and  liabilities  and the  disclosure  of
contingent  assets and  liabilities  at the date of the financial  statements as
well as the  reported  amounts of revenues  and  expenses  during the  reporting
period. Actual results could differ from those estimates.


NOTE 2 - UNAUDITED QUARTERLY INFORMATION

In the  opinion  of the  Company,  all  adjustments,  consisting  only of normal
recurring  adjustments,  necessary  for a fair  presentation  of  the  unaudited
condensed  consolidated  financial statements have been included herein. Certain
information  and  footnote   disclosures  normally  included  in  the  financial
statements have been omitted.  These unaudited condensed  consolidated financial
statements  should  be read  in  conjunction  with  the  Company's  Consolidated
Financial Statements for the year ended May 31, 1998.


<PAGE>


                              DEAN FOODS VEGETABLE COMPANY
              NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 3 - INVENTORIES

The following is an unaudited  tabulation of  inventories by class at August 30,
1998 and August 24, 1997 (In Thousands).

                                                  August 30,       August 24,
                                                    1998             1997
                                                  ----------       ----------

Raw materials and supplies                        $ 12,989          $ 14,207
Materials in process                                49,017            50,329
Finished goods                                     108,937            97,613
                                                  --------          --------
                                                   170,943           162,149
Less:  Excess of current cost over stated
           value of last-in, first-out
           inventories                               4,934             7,387
                                                  --------          --------

Total inventories                                 $166,009          $154,762
                                                  ========          ========


NOTE 4 - SALE OF COMPANY

On  September  22, 1998,  Agrilink  Foods,  Inc.  ("Agrilink"),  a  wholly-owned
subsidiary of Pro-Fac Cooperative,  Inc., acquired from Dean Foods Company (DFC)
substantially  all of the  net  operating  assets  of the  Company  for  cash of
approximately $400.0 million and Agrilink's aseptic food business.
<PAGE>
<TABLE>
                                            PRO-FAC COOPERATIVE, INC. AND                
                                 CONSOLIDATED SUBSIDIARY -- AGRILINK FOODS, INC.        
                       UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                      FOR THE YEAR ENDED JUNE 27, 1998

           
                                                                                                         PRO FORMA
                                                                                      --------------------------------------------  
                                                                                         ASEPTIC         TRANSACTIONS
                                                                                         BUSINESS            AND
                                                         PRO-FAC          DFVC           DISPOSAL          OFFERING
                                                       (HISTORICAL)    (HISTORICAL)   ADJUSTMENTS(a)     ADJUSTMENTS         TOTAL
                                                       ------------    ------------   --------------     -----------         ----- 
                                                                                (DOLLARS IN MILLIONS)

<S>                                                     <C>              <C>              <C>             <C>              <C>     
Net sales.............................................  $ 719.7          $ 541.2          ($97.9)         $ 79.0 (b)       $1,242.0
Cost of sales.........................................   (524.1)          (397.6)           81.3           (25.0)(c)         (865.4)
                                                        -------          -------          ------          ------           --------
     Gross profit.....................................    195.6            143.6           (16.6)           54.0              376.6
Selling, administrative and general...................   (141.9)          (104.9)            0.1           (41.7)(d)         (288.4)
Income from Great Lakes Kraut Company.................      1.9               --              --              --                1.9
Amortization of unallocated excess of purchase cost
  over -- net assets acquired.........................       --               --              --           (10.4)(e)          (10.4)
                                                        -------          -------          ------          ------           --------
     Operating income before extraordinary items......     55.6             38.7           (16.5)            1.9               79.7
Interest expense......................................    (30.7)            (9.2)            1.4           (34.5)(f)          (73.0)
                                                        -------          -------          ------          ------           --------
     Pretax income before extraordinary items and
     dividends and allocation of net proceeds.......       24.9             29.5           (15.1)          (32.6)               6.7
(Provision) benefit for taxes.........................     (7.8)           (11.8)            3.4            12.1 (g)           (4.1)
                                                        -------          -------          ------          ------           --------
     Income (loss) before extraordinary items........   $  17.1          $  17.7          ($11.7)         ($20.5)          $    2.6
                                                        =======          =======          ======          ======           ========

<FN>
           See accompanying notes to the Unaudited Pro Forma Condensed
                       Consolidated Financial Statements.

</FN>
</TABLE>
                        
<PAGE>

<TABLE>

                                                    PRO-FAC COOPERATIVE, INC. AND
                                          CONSOLIDATED SUBSIDIARY -- AGRILINK FOODS, INC.
                                                    NOTES TO UNAUDITED PRO FORMA
                                          CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                                 FOR THE YEAR ENDED JUNE 27, 1998    



         <S>                                                                                               <C>   



         (a) To reflect  the sale of the  Aseptic  Business  to Dean  Foods.  In conjunction with this transaction, it is  
anticipated  Agrilink will recognize a gain.  Such gain has not been  reflected in the  unaudited  Pro Forma Condensed Consolidated
Statement of Operations as the gain is considered nonrecurring.

         (b) Represents a  reclassification  of promotional  expenses of DFVC to conform presentation to that of Agrilink. Such
amount is equal to the adjustment of selling,  administrative  and general  expenses in pro forma  adjustment (d) below.


         (c) To reflect the net of (dollars in millions):
               Cost savings anticipated under existing contracts with the suppliers of product
               packaging..............................................................................     $  2.5
               Reclassification of warehousing expenses of DFVC to conform presentation to that of
               Agrilink. Such amount is equal to the adjustment of selling, administrative and
               general expenses in pro forma adjustment (d) below.....................................      (27.5)
                                                                                                           ------
                                                                                                           $(25.0)
                                                                                                           ======
         (d) To reflect the net of (dollars in millions):
               Reclassification of promotional expenses of DFVC to conform presentation to that of
               Agrilink. Such amount is equal to the adjustment to the net sales in pro forma
               adjustment (b) above...................................................................     $(79.0)
               Reclassification of warehousing expenses to conform presentation to that of Agrilink.
               Such amount is equal to the adjustment to the net sales in pro forma adjustment (c)
               above..................................................................................       27.5
               To reflect the anticipated cost reductions under the plan formulated by management to
               eliminate duplicate administrative costs, including primarily sales and marketing
               functions, finance functions and logistics functions. Because both the Agrilink and
               DFVC personnel currently contact the same customers, it is anticipated that no
               material negative impact to sales will occur. The plan outlined is to be executed
               within one year from the consummation date of the Acquisition..........................        9.8
                                                                                                           ------
                                                                                                           $(41.7)
                                                                                                           ======

         (e) To  reflect  $10.4  million  of  additional  goodwill  amortization relating  to the  Acquisition  assuming  an 
amortization  period  of 20  years.  Depreciation  and  amortization  recorded  by  the  Company  subsequent  to  the Acquisition 
will be determined based upon the fair values of acquired assets and their related lives as ultimately recorded under purchase
accounting.

         (f) To  reflect  the net  adjustment  to  interest  expense  as follows (dollars in millions):

              Notes at an interest rate of 11.875%....................................................     $ 23.8
              Borrowings under the New Credit Facility (at the rates applicable upon syndication
              thereof)................................................................................       40.1
              Subordinated Promissory Note at an interest rate of 5.0% (noncash)......................        1.5
              Amortization of debt issuance costs.....................................................        3.2
              Less historical interest expense net adjustment.........................................      (33.3)
              Less amortization of debt issuance costs related to debt repaid.........................       (0.8)
                                                                                                           ------
                                                                                                           $ 34.5
                                                                                                           ======
  
         The  elimination  of debt  issuance  costs and  premiums  to be paid to extinguish  existing debt will be recognized as an
extraordinary  item ($18.0 million net of a $10.5 million tax benefit) in Pro-Fac's statement of operations for the first fiscal
quarter of 1999.  Such charge has not been reflected in the unaudited Pro Forma Condensed Consolidated Statement of Operations.

         Fees associated with obtaining commitments for the Bridge Facility have not  been reflected  in the  unaudited  Pro  Forma
Consolidated  Statement of Operations  as they  are  considered  nonrecurring.  Such  fees,  which  will be reflected in  Pro-Fac's
1999  second  fiscal  quarter,  are  estimated  to  be approximately $5.6 million before taxes.

         (g) To reflect the income tax effect of the pro forma adjustments based on an assumed statutory income tax rate of 39.0%.

</TABLE>


<PAGE>
<TABLE>



                                              PRO-FAC COOPERATIVE, INC. AND
                                    CONSOLIDATED SUBSIDIARY -- AGRILINK FOODS, INC.
                                                  UNAUDITED PRO FORMA
                                     CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                        FOR THE QUARTER ENDED SEPTEMBER 26, 1998


                                                                                                          PRO FORMA
                                                                                    ----------------------------------------------
                                                                                           ASEPTIC        TRANSACTIONS
                                                                                           BUSINESS            AND
                                                         PRO-FAC         DFVC              DISPOSAL         OFFERING
                                                      (HISTORICAL)   (HISTORICAL)       ADJUSTMENTS(a)     ADJUSTMENTS     TOTAL
                                                      ------------   ------------       --------------     -----------    -------
                                                                                 (DOLLARS IN MILLIONS)

<S>                                                     <C>             <C>               <C>              <C>            <C>    
Net sales............................................   $ 182.6         $106.4            $(24.9)          $ 15.5 (b)     $ 279.6
Cost of sales........................................    (135.9)         (81.2)             20.8             (5.5)(c)      (201.8)
                                                        -------         ------            ------           ------         -------
     Gross profit....................................      46.7           25.2              (4.1)            10.0            77.8
Selling, administrative and general........               (34.9)         (25.9)               --             (6.9)(d)       (67.7)
Income from Great Lakes Kraut Company...                    0.6             --                --               --             0.6
Gain on the sale of the Aseptic Business.............      64.2             --                --            (64.2)(e)          --
Amortization of unallocated excess of purchase cost
  over net assets acquired...........................        --             --                --             (2.4)(f)        (2.4)
                                                        -------         ------            ------           ------         -------
     Operating income before extra-ordinary items....      76.6           (0.7)             (4.1)           (63.5)            8.3
Interest expense.....................................      (8.3)          (2.0)              0.4             (9.3)(g)       (19.2)
                                                        -------         ------            ------           ------         -------
     Pre-tax income before extraordinary items and
     dividends and allocation of net proceeds........      68.3           (2.7)             (3.7)           (72.8)          (10.9)
(Provision) benefit for taxes........................     (25.0)           1.1               0.8             24.8(e)(h)       1.7
                                                        -------         ------            ------           ------         -------
     Income (loss) before extraordinary items........   $  43.3         $ (1.6)           $ (2.9)          $(48.0)        $  (9.2)
                                                        =======         ======            ======           ======         =======
<FN>
           See accompanying notes to the Unaudited Pro Forma Condensed
                       Consolidated Financial Statements.

</FN>
</TABLE>

<PAGE>
<TABLE>


                                                       PRO-FAC COOPERATIVE, INC. AND
                                              CONSOLIDATED SUBSIDIARY -- AGRILINK FOODS, INC.
                                                       NOTES TO UNAUDITED PRO FORMA        
                                              CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                                 FOR THE QUARTER ENDED SEPTEMBER 26, 1998


         <S>                                                                                                  <C>  
         (a) To reflect the sale of the Aseptic Business to Dean Foods which was completed in conjunction with the transaction.

         (b) Represents a  reclassification  of promotional  expenses of DFVC to conform presentation to that of Agrilink. Such
amount is equal to the adjustment of selling,  administrative  and general  expenses in pro forma  adjustment (d) below.

         (c) To reflect the net of (dollars in millions):
              Cost savings anticipated under existing contracts with the suppliers of product packaging....   $ 0.6
              Reclassification of warehousing expenses of DFVC to conform presentation to that of
              Agrilink. Such amount is equal to the adjustment of selling, administrative and general
              expenses in pro forma adjustment (d) below...................................................   (6.1)
                                                                                                              ----- 
                                                                                                              $(5.5)
                                                                                                              =====

        (d) To reflect the net of (dollars in millions):
               Reclassification of promotional expenses of DFVC to conform presentation to that of
               Agrilink. Such amount is equal to the adjustment to the net sales in pro forma
               adjustment (b) above........................................................................  $(15.5)
               Reclassification of warehousing expenses to conform presentation to that of Agrilink.
               Such amount is equal to the adjustment to the net sales in pro forma adjustment (c)
               above.......................................................................................     6.1

               To reflect the anticipated cost reductions achievable under the plan formulated by
               management to eliminate duplicate administrative costs, including primarily sales and
               marketing functions, finance functions and logistics functions. Because both the
               Agrilink and DFVC personnel currently contact the same customers, it is anticipated
               that no material negative impact to sales will occur. The plan outlined is to be
               executed within one year from the consummation date of the Acquisition......................     2.5
                                                                                                             ------ 
                                                                                                             $ (6.9)
                                                                                                             ======

         (e) To  eliminate  the  gain  recognized  on the  sale  of the  Aseptic Business to Dean Foods (net of income taxes of 
$25.0  million).  Such income has not been reflected in the unaudited Pro Forma Condensed  Consolidated Statement of Operations, as
the gain is considered nonrecurring.

         (f)  To  reflect  $2.4  million  of  additional  goodwill  amortization relating  to the  Acquisition  assuming  an  
amortization  period  of 20  years.  Depreciation  and  amortization  recorded  by  the  Company  subsequent  to  the Acquisition
will be determined based upon the fair values of acquired assets and their related lives as ultimately recorded under purchase 
accounting.

         (g) To  reflect  the net  adjustment  to  interest  expense  as follows (dollars in millions):

               Notes at an interest rate of 11.875%...................................................       $  5.9
               Borrowings under the New Credit Facility (at the rates applicable upon syndication
               thereof)...............................................................................         10.3
               Subordinated Promissory Note at an interest rate of 5.0% (non-cash)....................          0.4
               Amortization of debt issuance costs....................................................          0.8
               Less historical interest expense net adjustment........................................         (7.9)
               Less amortization of debt issuance costs related to debt repaid........................         (0.2)
                                                                                                             ------  
                                                                                                             $  9.3
                                                                                                             ======

         The  elimination  of debt  issuance  costs and  premiums  to be paid to extinguish  existing debt have been recognized as
an  extraordinary item in the Statement of Operations for the quarter ended September 26, 1998.  Such charge has not been reflected
in the unaudited Pro Forma Condensed  Consolidated Statement of Operations.

         Fees associated with obtaining commitments for the Bridge Facility have not  been  reflected  in the  unaudited Pro  Forma
Consolidated  Statement  of Operations  as they  are  considered  nonrecurring.  Such  fees, which  will be reflected  in  Pro-Fac's
1999  second  fiscal  quarter,   are  estimated  to  be approximately $5.6 million before taxes.

         (h) To reflect the income tax effect of the pro forma adjustments based on an assumed statutory income tax rate of 39.0%.
</TABLE>