FORM S-2
     As filed with the Securities and Exchange Commission on October 5, 2000
                                 File No. 333-
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                            PRO-FAC COOPERATIVE, INC.

             (Exact Name of Registrant as Specified in Its Charter)
                               ------------------
                               NEW YORK 16-6036816
                  (State or other jurisdiction of (IRS Employer
              incorporation or organization) Identification Number)
                               ------------------
                                 90 Linden Oaks
                                  P.O. Box 682
                            Rochester, New York 14603
                                 (716) 383-1850

    (Address, Including Zip Code, and Telephone Number, Including Area Code
                  of Registrant's Principal Executive Offices)
                               ------------------
                                                     Copy to:

Earl L. Powers                                       Catherine A. King, Esq.
Vice President, Finance and Treasurer                Harris Beach & Wilcox, LLP
Pro-Fac Cooperative, Inc.                            130 East Main Street
90 Linden Oaks                                       Rochester, New York 14604
Rochester, New York 14625(716) 232-4440

(716) 383-1850

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

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

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

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

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

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

         If delivery of the  prospectus  is expected to be made pursuant to Rule
434, please check the following box. [ ]
<TABLE>
                                                         ------------------
                                                   CALCULATION OF REGISTRATION FEE
=========================================== ================== ====================== ====================== =====================
                                                                 Proposed Maximum       Proposed Maximum            Amount of
    Title of Each Class of Securities         Amount to be        Offering Price            Aggregate             Registration
             to be Registered                  Registered          Per Security          Offering Price                Fee
-------------------------------------         ------------       ----------------     ----------------------- --------------------
<CAPTION>
<S>                                             <C>                    <C>                  <C>                   <C>       <C>
Class A Common Stock                                                                                                         *
----------------------------------------------------------------------------------------------------------------------------------
Retains                                         6,500,000              100%                 $6,500,000             $   1,716  *
----------------------------------------------------------------------------------------------------------------------------------
Class A Cumulative Preferred Stock**                                                                                        **
==================================================================================================================================
                                                         ------------------
<FN>
PRIOR REGISTRATION - RULE 429
*  As  permitted  by Rule 429, the  Prospectus  included  herein also relates to
   156,630 shares of Class A common stock covered by Registration  Statement No.
   33-60273,  $4,100,000  of  retains  covered  by  Registration  Statement  No.
   333-63385,   and  1,000,000  shares  of  Class  A  common  stock  covered  by
   Registration Statement No. 33-89511.

**   Representing  Class A cumulative  preferred  stock  issuable at maturity of
     retains. No additional fee is required pursuant to Rule 457(i).
</FN>
</TABLE>
The Registrant hereby amends this  Registration  Statement on such date or dates
as may be necessary to delay its effective date until the Registrant  shall file
a further amendment which specifically  states that this Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities Act or until this  Registration  Statement shall become  effective on
such date as the Commission, acting pursuant to Section 8 (a), may determine.
<PAGE>

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


<PAGE>



Prospectus

                            PRO-FAC COOPERATIVE, INC.

                    1,156,630 Shares of Class A Common Stock

                               $10,600,000 Retains

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

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

                                                   Underwriting
                                    Price to       Discounts and    Proceeds to
                                     Public       Commissions (1)    Issuer (2)
                                 ---------------- ---------------   ------------

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

Retains               Per Unit:           100%          0.0                 100%
                      Total:       $10,600,000                      $10,600,000

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

(2)  Before deducting expenses estimated at $30,216.

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

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

This prospectus is accompanied by a copy of Pro-Fac  Cooperative,  Inc.'s Annual
Report on Form 10-K as of the year ended June 24, 2000,  and for the three years
in the period ended June 24, 2000.

                        This prospectus is dated , 2000.
<PAGE>
<TABLE>
                                                  TABLE OF CONTENTS
<CAPTION>
<S>                                                                                                            <C>
                                                                                                               Page
Prospectus Summary...............................................................................................3
Risk Factors.....................................................................................................7
Ratio of Earnings to Fixed Charges and Preferred Dividends......................................................12
Where You Can Find More Information.............................................................................12
Forward-Looking Information.....................................................................................13
Use of Proceeds.................................................................................................14
Determination of Offering Price.................................................................................14
Plan of Distribution............................................................................................14
Business of Pro-Fac.............................................................................................15
Description of Pro-Fac Securities...............................................................................21
Experts.........................................................................................................26
</TABLE>


                              ABOUT THIS PROSPECTUS

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

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

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

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

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

                                     Pro-Fac

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

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

         Our Class A members are our current members who deliver raw product for
processing  and sale at the  facilities of Agrilink  Foods,  Inc.,  which is our
wholly owned  subsidiary.  We currently have  approximately  626 Class A members
consisting of individual growers or associations of growers, located principally
in  the  states  of  New  York,  Delaware,  Pennsylvania,   Illinois,  Michigan,
Washington, Oregon, Iowa, Nebraska, Florida, and Georgia.

         Our Class B members are our current members who deliver raw product for
processing and sale by AgriFrozen  Foods.  We currently have  approximately  150
Class B member  growers who are located  principally in the states of Oregon and
Washington.

         Agrilink Foods, Inc.

         Agrilink Foods, Inc.  ("Agrilink  Foods") is a producer and marketer of
processed food products. Agrilink Foods has four primary product lines including
vegetables, fruits, snacks and canned meals. The vegetable product line consists
of canned and frozen  vegetables,  chili  beans,  and  various  other  products.
Branded  products  within the vegetable  category  include Birds Eye,  Birds Eye
Voila!, Freshlike, Veg-All, McKenzies, and Brooks Chili Beans. The fruit product
line consists of canned and frozen fruits including fruit fillings and toppings.
Branded products within the fruit category include Comstock and Wilderness.  The
snack product line consists of potato chips,  popcorn and other corn-based snack
items.  Branded  products within the snack category include Tim's Cascade Chips,
Snyder of Berlin, Husman, La Restaurante,  Erin's, Beehive, Pops-Rite, and Super
Pop. The canned meal  product line  includes  products  such as chilies,  stews,
soups, and various other  ready-to-eat  prepared meals.  Branded products within
the canned meal category  include  Nalley.  All other  product  lines  primarily
represent  salad   dressings.   Brand  products  within  this  category  include
Bernstein's and Nalley.  Agrilink Foods also sells its products to supermarkets,
warehouse clubs and mass merchandisers  under private labels and to food service
institutions such as restaurants, caterers, bakeries and schools. Agrilink Foods
operates 27 processing  facilities  located throughout the United States and one
facility in Mexico.  These  processing  facilities  provide  Agrilink Foods with
access  to  diverse  sources  of  raw  agricultural  products.   Agrilink  Foods
distributes its finished  products to over 11,600 customer  distribution  points
through a nationwide network of distribution centers and food brokers.

         In 1994, we entered into a marketing and  facilitation  agreement  with
Agrilink Foods.  Under that  agreement,  we supply Agrilink Foods with crops and
provide  additional  financing to Agrilink Foods, and Agrilink Foods provides us
with marketing and management  services and we share in Agrilink  Foods' profits
or losses.
<PAGE>
         The Acquisition of Dean Foods Vegetable Company

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

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

         The Refinancing

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

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

               entered into and borrowed from a new credit  facility it obtained
               from  Harris  Trust  and  Savings  Bank,  consisting  of a $455.0
               million term loan facility and a $200.0 million  revolving credit
               facility;

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

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

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

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

         Other Acquisitions and Dispositions

         In addition to the acquisition of DFVC, Agrilink Foods also consummated
the following  transactions  that we believe  improve our  competitive  position
within the agricultural production and distribution industry:
<PAGE>
         On June 24,  2000,  Agrilink  Foods  acquired  the Flavor  Destinations
Trademark for snack items and will  manufacture  and market this regional  brand
through its Tim's Cascade Chips business in Auburn, Washington.

         On June 23,  2000,  Agrilink  Foods sold its pickle  business  based in
Tacoma,  Washington to Dean Pickle and Specialty  Products Company, a subsidiary
of Dean Foods. This business included pickle,  pepper,  and relish products sold
primarily under the Nalley and Farman's brand names.

       On  December  17,  1999,  Agrilink  Foods  sold  its  Cambria,  Wisconsin
processing  facility to Del Monte.  This  facility  was  primarily  utilized for
canning operations. The sale also includes an agreement for Del Monte to produce
a portion of Agrilink Foods' product needs during the 2000 packing season.

        On  November 8, 1999,  Agrilink  Foods sold its  Midwest  private  label
canned vegetable business to Seneca Foods.  Included in this transaction was the
Arlington,  Minnesota  facility.  This sale did not include  the retail  branded
canned vegetables Veg-All and Freshlike.

         AgriFrozen Foods.

        AgriFrozen Foods  ("AgriFrozen") is a producer and marketer of primarily
frozen  vegetables  and operates 4 processing  facilities  located in the United
States.  AgriFrozen's  products include frozen green peas,  sugar-snap peas, cob
corn and whole  kernel  corn,  green beans,  carrots,  and lima beans.  Although
AgriFrozen does have branded  products,  including Chef Du Jour,  Perfect Sense,
Sweet Jubilee,  Jack and the Beanstalk and Oregon's  Finest,  most of its frozen
vegetable  products are packaged and sold under private labels.  Under trademark
licensing  agreements with Ore-Ida Foods, Inc.,  AgriFrozen  distributes some of
its frozen cob corn products under the Ore-Ida and Mini-Gold trademarks, certain
of its frozen breaded vegetable products,  including okra,  mushrooms,  zucchini
and corn nuggets are sold under the Tendekrisp and Ore-Ida trademarks,  and some
of its frozen stew  vegetable  products are marketed and  distributed  under the
Ore-Ida  trademark.  In addition,  under its co-packing  agreement with Agrilink
Foods,  AgriFrozen  processes and packages a variety of frozen  vegetables under
Agrilink Foods' Birds Eye trademark.  Sales of finished product sold to Agrilink
Foods for distribution under the Birds Eye brand constituted approximately $22.4
million of AgriFrozen's total net sales for the 2000 fiscal year.

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

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

               a $12.0 million subordinated promissory note.

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

         In order to pay the total acquisition price, AgriFrozen:

               borrowed $30.0 million under the term loan facility,

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

               issued the $12.0 million subordinated promissory note.



<PAGE>


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

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

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

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

         Recent Developments.

         On July 21,  2000,  Agrilink  Foods sold the  machinery  and  equipment
utilized in the production of pickles and other related  products to Dean Pickle
and Specialty  Products  Company.  Agrilink Foods will continue to contract pack
Nalley and  Farman's  pickle  products for a period of two years at the existing
Tacoma  processing  plant,  which Agrilink  Foods will operate.  Under a related
agreement,  we will supply raw cucumbers grown in the Northwestern United States
to Dean Pickle and Specialty  Products Company,  for a minimum 10-year period at
market  pricing.  This  transaction  did not include any  products  carrying the
Nalley brand name, including prepared canned meal products.
<PAGE>
                                  RISK FACTORS

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

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

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

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

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

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

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

         Possible discontinuance of crops.

         We   continuously   review  the  ability  of  our  members  to  produce
high-quality  crops.  Based  on  our  evaluations,  we  may  determine  to  stop
marketing,  in whole or in part, a particular  crop and  terminate or reduce the
crops  deliverable  under the crop delivery  agreements of our members producing
that crop for sale  through us. The members  affected  would be required to sell
all of their  shares of common stock  supporting  that portion of the crop to us
for cash at its par value,  which is $5 per share,  plus any declared but unpaid
dividends.

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

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

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

         Agrilink  Foods is highly  leveraged and has  significant  debt service
requirements.  At June 24, 2000, Agrilink Foods had approximately $661.3 million
of indebtedness  outstanding,  not including  borrowings  under its $200 million
revolving credit facility.  At June 24, 2000, Agrilink Foods had $5.7 million of
indebtedness  outstanding  under its  revolving  credit  facility,  representing
seasonal working capital borrowings,  and it had issued $14.2 million of letters
of credit under its revolving credit facility.

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

               incur additional indebtedness;

               incur or maintain liens;

               pay dividends or other distributions;

               redeem our capital stock;

               make other restricted payments;

               enter into transactions with affiliates;

               sell or dispose of assets; and

               merge,  consolidate  or  sell  all  or  substantially  all of our
               assets.

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

         A  failure  by us or  Agrilink  Foods  to  comply  with  any  of  these
provisions would result in a default under the credit facility.

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

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

               Agrilink  Foods is required to make interest  payments  under the
               new credit  facility of  approximately  $40.7  million  each year
               under the term loan  facility  and  approximately  $94,000 per $1
               million borrowed under the revolving  credit  facility,  assuming
               existing interest rates do not change;
<PAGE>
               Agrilink  Foods is required to make annual  principal  repayments
               under the new credit  facility  in amounts of:  $10.8  million in
               each of fiscal  2001,  2002,  and 2003,  $10.0  million in fiscal
               2004,  $190.9 million in fiscal 2005 and $195.0 million in fiscal
               2006.  Agrilink  Foods  would not  presently  be able to make the
               payments  due in fiscal 2005 or 2006 out of its current cash flow
               and may be unable to pay these principal amounts when they become
               due unless Agrilink Foods is able to refinance indebtedness; and

               Certain of Agrilink  Foods'  loans under the new credit  facility
               have variable or floating  interest  rates. Of the $428.3 million
               principal amount of loans  outstanding at June 24, 2000 under its
               term loan  facility,  Agrilink  Foods has  effectively  fixed the
               applicable  interest  rates for $250  million  of such  loans for
               three years through interest rate hedges.  Accordingly,  Agrilink
               Foods  remains  vulnerable  to increases in interest  rates,  and
               correspondingly, increases in its interest costs, for the unfixed
               portion of the interest due for this floating rate debt.

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

         Delayed payments for crops.

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

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

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

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

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

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

         Non-qualified retains are  non-transferable.  They do not bear interest
and  have  no  dividend  rights.  You  may not be  able  to  readily  sell  your
non-qualified  retains  for cash,  or to pledge  your  non-qualified  retains as
collateral for loans.
<PAGE>
         We have the ability to change our treatment of retains.

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

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

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

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

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

         Companies in the food processing business are subject to various risks,
among other things:

               adverse changes in general economic conditions;

               evolving consumer  preferences and nutritional and health related
               concerns;

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

               federal, state and local food processing controls;

               consumer product liability claims; and

               risks of product tampering.

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

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

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

         Environmental risks; compliance with environmental laws.

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

         We are subject to market risk related to our financing  activities  and
foreign currency transactions.

         Interest  Rate Risk  Management:  We are  subject  to market  risk from
exposure  to  changes  in  interest  rates  based on our  financing  activities.
Agrilink Foods 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 Foods maintains
two interest  rate swap  agreements  with the Bank of Montreal.  The  agreements
provide for fixed  interest  rate  payments by  Agrilink  Foods in exchange  for
payments  received from Bank of Montreal at the three-month London Interbank
Offered Rate ("LIBOR").  Although it is possible that interest rates will
decrease and thereby  minimize the benefits of the hedge  position,  Agrilink
Foods  believes  that on a long-term  basis,  the  possibility of interest rates
exceeding the interest swap rate is not likley. Agrilink Foods closely monitors
this market risk and adjusts its position as it deems necessary.

         Foreign Currency:  We also hedge certain foreign currency  transactions
by entering into forward exchange contracts in which payments commence on a
specified date in the future to exchange US currency for foreign currency.
Gains and losses  associated with currency rate changes on forward exchange
contracts  hedging foreign  currency transactions are recorded in earnings upon
settlement.  In fiscal  2000, we entered into forward  exchange contracts to
hedge  aggregate  foreign  currency exposures of approximately  $11.5 million.
The forward exchange  contracts have varying maturities,  ranging from July 2000
to April 2001, with cash settlements made at maturity based upon rates agreed to
at contract inception.

         Year 2000 technology problems could cause business interruptions.

         We have not  experienced  any  significant  Year  2000  related  system
failures nor, to our knowledge,  have any of our suppliers or customers. We will
continue  to  monitor  our  systems  and  significant   vendors  for  Year  2000
compliance;  however,  management  cannot  guarantee  that the  systems of other
companies  upon which our  operations  rely could not be  affected  by Year 2000
issues.
<PAGE>
<TABLE>
                                     RATIO OF EARNINGS TO FIXED CHARGES AND
                                               PREFERRED DIVIDENDS
<CAPTION>

                                                                     Fiscal Years Ended
                                            June 24,        June 26,       June 27,       June 28,        June 29,
                                              2000            1999           1998           1997            1996
                                            ---------       --------       ---------      --------        --------
<S>                                             <C>            <C>            <C>             <C>            <C>
Ratio of earnings to fixed charges
   and preferred dividends                      1.1            1.6            1.4             1.1            (A)

Pro forma ratio of earnings to fixed
   charges and preferred dividends              1.1            1.5            1.2             (B)            (B)


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

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

               equity in the undistributed earnings of CoBank;

               fixed charges;

               income taxes; and

               dividends on common and preferred stock.

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

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

                       WHERE YOU CAN FIND MORE INFORMATION

         We have filed with the SEC a  registration  statement on Form S-2 under
the Securities  Act of 1933  registering  the Class A common stock,  retains and
Class A  cumulative  preferred  stock.  This  prospectus,  which  is part of the
registration statement,  does not contain all of the information included in the
registration  statement.  Also, any statement made in this prospectus concerning
the contents of any  contract,  agreement or other  document is not  necessarily
complete.  If we have filed any  contract,  agreement  or other  document  as an
exhibit to the  registration  statement,  you should read the exhibit for a more
complete  understanding of the document or matter involved. We are also required
to file periodic reports and other information with the SEC under the Securities
Exchange  Act.  Accordingly,  we file  reports  and other  information  with the
Commission.
<PAGE>
         You may  read  and  copy  the  registration  statement,  including  the
attached exhibits, and any reports,  statements or other information that we may
file, at the SEC's public  reference room at 450 Fifth Street,  N.W., Room 1024,
Washington, D.C. 20549-1004, and at the SEC`s Midwest Regional Office located at
Citicorp  Center,  500  West  Madison  Street,  Suite  1400,  Chicago,  Illinois
60661-2511;  and its Northeast  Regional Office located at 7 World Trade Center,
Suite 1300, New York, New York 10048. You can request copies of these documents,
upon  payment of the  duplicating  fee,  by writing to the SEC at its  principal
office at 450 Fifth Street, N.W., Washington,  D.C. 20549-1004.  Please call the
SEC at  1-800-SEC-0330  for further  information  on the operation of the public
reference  rooms.  Our and Agrilink Foods' SEC filings are also available to the
public on the SEC's Internet site (http://www.sec.gov).

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

               Our Annual Report on Form 10-K for the year ended June 24, 2000.

               A copy of our  Annual  Report  on Form 10-K for the  fiscal  year
ended June 24, 2000 is being delivered with this prospectus. The above filing is
also available at the SEC's offices and Internet site described  above.  You may
request a copy of the  filing by  writing  or  telephoning  us at the  following
address: Pro-Fac Cooperative, Inc., 90 Linden Oaks, P.O. Box 682, Rochester, New
York 14603, Attention: Vice-President-Communications; telephone: (716)383-1850.

                           FORWARD-LOOKING INFORMATION

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

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

               the impact of strong competition in the food industry;

               the impact of changes in consumer demand;

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

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

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

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

               our ability to service debt.
<PAGE>


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

                                 USE OF PROCEEDS

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

                         DETERMINATION OF OFFERING PRICE

         Our Class A common stock issued by us is at its $5 par value to Class A
members or to growers who wish to become Class A members and meet our  standards
for  membership.  The amount of patronage  proceeds issued to our members in the
form of retains is determined  annually by our board of directors.  One share of
our Class A cumulative  preferred  stock is issued for each $25 worth of retains
redeemed by us.

                              PLAN OF DISTRIBUTION

         The Offering.

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

         The Distribution.

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

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

         Subscription Procedure.

         Subscriptions for the Class A common stock can be made by completing
and signing the subscription agreement provided with this prospectus and mailing
it to Pro-Fac Cooperative, Inc., 90 Linden Oaks, P.O. Box 682, Rochester, New
York 14603,   Attention: Kevin M. Murphy, Vice President Member  Relations -
Agricultural Services Department.
<PAGE>
         The execution and delivery of the subscription  agreement will obligate
the subscriber to irrevocably and  unconditionally  acquire the number of shares
of Class A common  stock  subscribed  for in the  subscription  agreement  if we
accept  the  subscription.  We  reserve  the  right  to  accept  or  reject  any
subscription in whole or in part in our sole and complete discretion.

         By  executing  the  subscription   agreement,   each  grower-subscriber
expressly  grants to us the  right to  repurchase  his  shares of Class A common
stock for a total consideration of $5 for each share.

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

                               BUSINESS OF PRO-FAC

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

         Membership.

         Membership  in  Pro-Fac is  evidenced  by the  ownership  of our common
stock.  Our common stock is divided into two classes -- Class A common stock and
Class B common  stock.  Holders of Class A common  stock are "Class A  members."
Holders of our Class B common stock are "Class B members."  Crops supplied to us
by our Class A members  are sold to  Agrilink  Foods for  processing,  and crops
supplied  by our Class B members  are sold to  AgriFrozen  for  processing.  See
"Description of Pro-Fac Securities - Common Stock".

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

         We currently have approximately 626 Class A members located principally
in New York, Delaware,  Pennsylvania,  Illinois, Michigan,  Washington,  Oregon,
Iowa,  Nebraska,  Florida,  and Georgia.  We also have approximately 150 Class B
members located principally located in Oregon and Washington. Crops grown by our
members and purchased by us include:

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

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

               popcorn.

         Regional Representation.

         The business of Pro-Fac is conducted  pursuant to policies  established
by our board of directors.  The territorial  area in which Pro-Fac  operates has
been divided into geographic  regions based on natural  divisions of product and
location.  In addition,  some regions have been further  divided into districts.
The members within each region or district are represented on Pro-Fac's board of
directors by at least one director. In an effort to insure a reasonably balanced
representation  of  members  from  various  geographic  regions  on our board of
directors,  our board of  directors  designates  the number of  directors  to be
elected from each region or district based on the value of raw product delivered
by the members  from the  particular  geographic  region.  Presently,  Pro-Fac's
operations are conducted in five regions.  These regions,  as well as the number
of directors elected from each region, are identified in the following table.
<PAGE>
                                                            Present Number
      Region                        Area                     of Directors
 ----------------        -------------------------          ---------------
   I   (Dist.  1)        Western Upstate New York                  2
       (Dist.  2)        Eastern Upstate New York                  2
       (Dist.  3)        Pennsylvania and Delaware                 1
  II   (Dist.  1)        Michigan                                  3
       (Dist.  2)        Illinois                                  1
 III                     Iowa and Nebraska                         1
  IV                     Washington and Oregon                     1
   V                     Georgia and Florida                       1

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

         Commodity Committees.

         Commodity  committees have been established for each of the major crops
marketed  through us. Each committee member is a member of Pro-Fac who grows the
crop or crops with which his committee  represents.  The  committees are charged
with the  responsibility of counseling and advising our board of directors,  our
officers and management of matters  generally  associated with the specific crop
or crops the committee members represent.

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

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

         Marketing of Members' Crops.

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

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

         Quantity of Crops Marketed. The quantity of a crop to be delivered by a
member in any year is the  quantity  established  in the  annual  crop  delivery
agreements which are supplements to the general  marketing  agreements.  Members
are required to purchase additional shares of common stock if they undertake to:
<PAGE>
               increase their delivery to Pro-Fac of a particular crop or

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

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

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

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

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

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

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

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

               a specified tonnage.

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

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

         Payment for Members' Crops.

         Commercial Market Value. Our marketing and facilitation agreements with
Agrilink Foods and AgriFrozen provide,  generally,  that we will be paid the CMV
of the crops purchased from us.
<PAGE>
         Acting  upon the  recommendation  of a joint  committee,  our  board of
directors,  together  with the  board  of  directors  of  Agrilink  Foods,  will
determine  the  CMV  of our  Class  A  members'  crops.  Also  acting  upon  the
recommendation of the joint committee, our board of directors, together with the
board of directors of AgriFrozen, will determine the CMV of our Class B members'
crops.  The joint  committees  are comprised of the chief  executive  officer of
Agrilink  Foods  and an equal  number of  Pro-Fac  directors  and  disinterested
directors.

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

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

         Patronage Proceeds.

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

         Members' Share of Patronage Proceeds.

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

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

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

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

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

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

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

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

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

         Our bylaws  require us to pay or account  annually  to our  members for
their crops,  on a  cooperative  basis,  in cash and through the  allocation  of
retains - qualified or non-qualified - as our board of directors determines.  In
four out of the past five years we have paid our Class A members the full CMV of
all of their products marketed through us. Patronage  proceeds in excess of CMV,
after  payment of dividends on our capital  stock,  have been paid  partially in
cash to our members and partially in the form of retains.  In fiscal 1996, Class
A members'  cash  payments for CMV were reduced by 10%. In fiscal 2000,  Class B
members' cash payments for CMV were reduced by approximately 10.8%

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

                                                                 Fiscal Years Ended June
                                            --------------------------------------------------------------------
                                            2000              1999          1998            1997          1996
                                            ----              ----          ----            ----          ----

<S>                                        <C>              <C>            <C>            <C>             <C>
Paid in cash                               102.1%           100.0%         102.6%         101.7%          90.0%
Allocated as qualified retains               4.9              0.0            7.9             5.2           0.0
                                           -----            ------         -------        ------          -----

Total                                      107.1%           100.0%         110.5%         106.9%          90.0%
                                           =====            =====          =====          =====           ====


Class B Members

                                                                 Fiscal Years Ended June
                                            -------------------------------------------------------------------
                                            2000              1999          1998            1997          1996
                                            ----              ----          ----            ----          ----

Paid in cash                                89.2%              N/A           N/A             N/A           N/A
Allocated as qualified retains               0.0               N/A           N/A             N/A           N/A
                                           -----
Total                                       89.2%
                                           =====
</TABLE>

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

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

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

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

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

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

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

         For example,  if a member delivers crops to us with a CMV of $10,000 on
September 1, 2000 and a total of $1,050 in  patronage  proceeds in excess of CMV
is earned for the year and  allocated  to him,  he will be paid or  allocated  a
total of $11,050 for his crops. Of this amount, he will be paid $10,000 (CMV) in
cash, in three  installments  based on the  following  schedule of payments from
Agrilink Foods or AgriFrozen, as the case may be:

               $5,000 by October 1, 2000, less any harvest time advance;

               $2,500 by February 1, 2001,  assuming this member's date of final
               delivery  coincides  with the average date of final  delivery for
               the same crop, and

               $2,500 by July 15, 2001.

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

         Tax Matters.

         As a  cooperative,  we are taxed  under  Subchapter  T of the  Internal
Revenue Code (the "Code").  Subchapter T imposes  regular  corporate  income tax
rates on cooperatives,  but at the same time allows  cooperatives to deduct from
taxable income,  for federal income tax purposes,  certain  deductions which are
not available to other business corporations.  In particular, under Subchapter T
a cooperative  may deduct from its taxable  income all amounts which are paid to
its members and other patrons as patronage  dividends (either in cash or through
the  allocation  of amounts  retained  by the  cooperative  and  represented  by
qualified  written  notices of allocation)  with respect to patronage  occurring
during  the  taxable  year.  Non-patronage-sourced  income of a  cooperative  is
subject to federal income tax at the cooperative level.

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

         Under our marketing and  facilitation  agreement  with Agrilink  Foods,
payments are made by Agrilink Foods for the crops of our members. Such payments,
in part,  are based upon the earnings of Agrilink  Foods  derived from  products
processed  from the crops  supplied by our Class A members.  These  payments are
classified   and  reported  by  us,  for  federal   income  tax   purposes,   as
patronage-sourced  income. Because there are few guidelines in this area of law,
such classification and reporting has in the past led to audit disputes with the
Internal Revenue Service ("IRS").  The IRS clarified its position in a technical
advice memorandum to us on September 23, 1991. Although

<PAGE>

changes have occurred in our relationship with Agrilink Foods since the issuance
of the technical advice memorandum,  the contractual  relationship requiring the
payments  based upon the earnings of Agrilink  Foods remains  substantively  the
same as when the technical advice  memorandum was issued.  Accordingly,  we have
continued  to treat  payments  based  upon the  earnings  of  Agrilink  Foods as
patronage-sourced  income.  In  January  1995,  Agrilink  Foods and our board of
directors  approved  appropriate  amendments to Agrilink  Foods' bylaws to allow
Agrilink  Foods to qualify as a cooperative  under  Subchapter T of the Code. On
August 24,  1995,  we received a favorable  ruling  from the IRS  approving  the
change in tax treatment  effective for fiscal 1996.  This ruling also  confirmed
that the  change in tax  status of  Agrilink  Foods  would have no effect on our
ongoing  treatment as a cooperative under Subchapter T of the Code. Based on the
foregoing, Harris Beach, LLP, our legal counsel, is of the opinion that payments
to  members of Pro-Fac  based  upon  earnings  of  Agrilink  Foods  continue  to
constitute patronage-sourced income pursuant to Subchapter T of the Code. In the
event,  however,  the IRS changes our classification as a cooperative and/or the
reporting  of  patronage-sourced  income  by us,  additional  income  taxes  and
interest  could  be  assessed  as a result  of the  reclassification  of  income
reported as patronage-sourced income to non-patronage-sourced income.

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

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

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

         Tax Treatment of Amounts Paid or Allocated to Members.

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

                        DESCRIPTION OF PRO-FAC SECURITIES

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

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

    As of August 26, 2000, we had outstanding 2,132,981 shares of Class A common
stock  with a par  value  of $5  per  share,  34,400  shares  of  non-cumulative
preferred stock with a par value of $25 per share,  4,249,007  shares of Class A
cumulative preferred stock with a par value of $1 per share and 23,664 shares of
Class B series 1, 10%

<PAGE>

cumulative  preferred  stock  with a par  value  of $1 per  share.  We also  had
outstanding  723,229 shares of Class B common stock,  with a par value of $5 per
share, and $11,662,168 in special membership interests.

         Common Stock.

         Rights to dividends and on  liquidation.  Any  outstanding  retains and
preferred  stock would rank senior to the common stock in respect of liquidation
rights and  dividend  rights.  This means  that we cannot pay  dividends  on our
common stock unless we first pay all dividends owing to holders of our preferred
stock  at  that  time.  Additionally,  upon  liquidation,  we  cannot  make  any
distribution  to  holders  of our common  stock  until we first pay all  amounts
required to be paid to holders of our preferred stock and retains.

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

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

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

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

         Required  disposition  and  redemption  of common  stock.  As described
below:

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

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

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

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

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

         We may  assist  the  disposing  member  in  finding  another  grower by
advising him of the price another  qualified  grower in the  appropriate  class,
that is a Class A membership or Class B membership, acceptable to us, is willing

<PAGE>

to pay for the stock. Historically, these prices have varied widely by commodity
and by the region in which the crop  associated  with the common  stock is to be
grown. Sales are often at a price exceeding the $5 par value at which the common
stock was originally  issued.  Historically,  there has usually been  sufficient
demand for common stock offered for sale by members.

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

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

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

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

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

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

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

         Our Class B, series 1  preferred  stock is  issuable  to  employees  of
Agrilink  Foods  pursuant to an employee  stock  purchase  plan.  Under the plan
employees of Agrilink Foods can purchase  shares of Class B, series 1 cumulative
preferred stock at a price of $10 per share.

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

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

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

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

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

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

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

         We can redeem the Class A cumulative  preferred  stock at any time upon
written notice not less than 30 days and not more than 60 days prior to the date
fixed for  redemption.  If we decide to redeem less than all of the  outstanding
shares at once,  the shares to be redeemed  can be selected  pro-rata or by lot,
except  that we have the  right to first  redeem  all of the  shares  of Class A
cumulative  preferred stock held by any holder who owns 100 or less shares.  The
redemption  price is $25 per share,  plus an amount  equal to accrued and unpaid
dividends.

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

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

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

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

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

<PAGE>
         Retains.

         Annual allocation.  Retains,  if any, must be allocated to the accounts
of our members  within 8 1/2 months of the close of our fiscal year.  Our fiscal
year ends on the last  Saturday of June.  It has been,  and continues to be, our
policy to allocate retains to our members on or about September 15 of each year.
Each member is typically  advised of the  allocation  of  qualified  retains and
non-qualified  retains to his account by means of an investment summary which is
mailed to him each year on or about  September 15. There were no  allocations of
retains to Class A members for fiscal 1996 or fiscal 1999,  and no allocation to
Class B members in fiscal 2000.

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

         Redemption of non-qualified retains. It is the present intention of our
board of directors that non-qualified retains will be redeemed,  through partial
payment  in cash  and  the  issuance  of  Class A  cumulative  preferred  stock,
approximately  five  years  after  their  issuance,  however,  there  can  be no
assurance  that our board of directors will in fact redeem retains for shares of
our capital stock.

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

         Transferability of retains;  absence of market.  Non-qualified  retains
are not transferable, except to the heirs or personal representative of a member
in the event of the member's death.  Qualified retains are freely  transferable.
Although  there are  several  broker-dealers  making a market  in our  qualified
retains,  there can be no  assurance  that any such market will be  established.
Historically,  sales of qualified retains have been at prices substantially less
than their face amount.  If a market for our qualified  retains is  established,
the increased leverage of Pro-Fac as a result of the acquisition in fiscal 1999,
and the limits on our ability to  repurchase  our  preferred  stock  pursuant to
Agrilink  Foods' new credit facility and the indenture  covering its notes,  are
likely to decrease the prices at which our qualified retains are traded.

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

        Restrictions  on  dividends  and other  distributions  to members  and
investors.

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

<PAGE>

         Certificates for securities.

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

                                     EXPERTS

         The financial  statements  incorporated in this Prospectus by reference
to the Annual  Report on Form 10-K for the year ended June 24,  2000,  have been
incorporated  in  reliance  on  the  report  of   PricewaterhouseCoopers,   LLP,
independent  accountants,  given on the  authority  of said firm as  experts  in
auditing and accounting.


<PAGE>


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.

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

SEC Registration Fee............................................. $   1,716
Legal Fees and Expenses..........................................*$  10,000
Accountants Fees and Expenses....................................*$   3,500
Printing and Engraving Fees......................................*$  10,000
Blue Sky Fees and Expenses.......................................*$   1,000
Transfer Agent and Registration Fee and Expenses.................      None
Miscellaneous....................................................*$   4,000
                                                                  ---------
   Total Issuance and Distribution Expenses...................... $ 30,216
                                                                  =========

*Estimated

Item 15. Indemnification of Directors and Officers.

         Pro-Fac Cooperative

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

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

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


<PAGE>


          Liability Insurance

         Pro-Fac  maintains a directors  and officers  liability  insurance  and
corporation reimbursement policy, in such amount as it deems reasonable, against
certain  liabilities that may be asserted against, or incurred by, the directors
and officers of the  registrant in their  capacities as directors or officers of
such registrant,  including liabilities under Federal and state securities laws.
Such policy is due for renewal on October 15, 2000.

Item 16. Exhibits.

                                  EXHIBIT INDEX
Exhibit
Number                        Description of Exhibit

  3.1   Restated  Certificate of  Incorporation  for Pro-Fac  Cooperative, Inc.
        (filed as Exhibit 3.1 to Pro-Fac's Quarterly Report on Form 10-Q for the
        third fiscal  quarter  ended March 27, 1999 and  incorporated  herein by
        reference).

  3.2   Pro-Fac Cooperative,  Inc. Bylaws (filed as Exhibit 3.2 to the Pro-Fac's
        Quarterly  Report on Form 10-Q for the third fiscal quarter ended March
        27, 1999 and incorporated herein by reference).

  4.1   Indenture,  dated as of November 18, 1998, between Agrilink Foods Foods,
        Inc.,  the  Guarantors  named  therein  and  IBJ  Schroder  Bank & Trust
        Company, Inc. as Trustee (filed as Exhibit 4.1 to Agrilink Foods, Inc.'s
        Registration  Statement on Form S-4 filed January 5, 1999  (Registration
        No. 333-70143) and incorporated herein by reference).

  4.2   Form of 11 7/8 Percent  Senior Subordinated  Notes due 2008 (filed  as
        Exhibit B to Exhibit 4.1 to Agrilink Foods, Inc.'s Registration
        Statement on Form S-4 filed January 5, 1999 (Registration No. 333-70143)
        and incorporated herein by reference).

  4.3   Indenture,  dated as of November 3, 1994, among PFAC,  Pro-Fac and IBJ
        Schroder  Bank & Trust  Cooperative  ("IBJ"),  as Trustee, as amended by
        First Supplemental  Indenture,  dated as of November 3, 1994,  each with
        respect to Agrilink  Foods,  Inc.  12.25  percent Senior  Subordinated
        Notes  due 2005  (filed  as  Exhibit  4.1 to Agrilink Foods,  Inc.'s
        Registration Statement on Form S-4 filed November 14, 1994 (Registration
        No.  33-56517) and  incorporated herein by reference).

  4.4   Second Supplemental  Indenture (amending the Indenture  referenced in
        Exhibit 4.3 herein)  dated  November 10, 1997 (filed as Exhibit 10.25 to
        Pro-Fac  Cooperative's Annual Report on Form 10-K for the fiscal year
        ended  June 27,  1998,  and  incorporated  herein by reference).

  4.5   Third Supplemental Indenture (amending the Indenture referenced in
        Exhibit 4.3  herein)  dated  September  24, 1998 (filed as Exhibit
        10.26 to Pro-Fac  Cooperative's Annual Report on Form 10-K for the
        fiscal  year  ended  June 26,  1999,  and  incorporated  herein by
        reference).

  5.1   Opinion of Harris Beach & Wilcox, LLP (filed herewith).

  8.1   Opinion of Harris Beach & Wilcox, LLP - Tax Matters (filed herewith).

 10.1   Marketing and  Facilitation  Agreement,  dated as of November 3, 1994,
        between Pro-Fac  Cooperative, Inc. and Agrilink  Foods, Inc. (filed as
        Exhibit 10.1 to Agrilink Foods,  Inc.'s  Registration Statement on Form
        S-4 filed November 17, 1994 (Registration No. 33-56517) and incorporated
        herein by reference).

 10.2   Amendment to Marketing and  Facilitation Agreement between Pro-Fac
        Cooperative,  Inc. and Agrilink Foods, Inc. dated  September  23, 1998
        (filed as Exhibit 10.9 to Pro-Fac  Cooperative's Quarterly Report on
        Form 10-Q for the third fiscal quarter ended March 27, 1999 and
        incorporated  herein by reference).

 10.3   Management Incentive Plan, as amended (filed as Exhibit 10.2 to Agrilink
        Foods, Inc.'s Registration Statement on Form S-4 filed November 17, 1994
        (Registration  No. 33-56517) and  incorporated  herein by reference).

 10.4   Supplemental Executive Retirement Plan, as amended (filed as Exhibit
        10.3 to Agrilink Foods, Inc.'s Registration  Statement  on Form  S-4
        filed  November 17, 1994 (Registration  No. 33-56517) and incorporated
        herein by reference).

 10.5   Master  Salaried Retirement Plan, as amended  (filed as Exhibit  10.5 to
        Agrilink  Foods,  Inc.'s Registration  Statement  on Form  S-4  filed
        November  17, 1994 (Registration  No. 33-56517) and incorporated herein
        by reference).


<PAGE>


(a)  Exhibits (Continued):

Exhibit
Number                           Description of Exhibit

 10.6   Non-Qualified Profit Sharing Plan, as amended (filed as Exhibit 10.6 to
        Agrilink Foods, Inc.'s Registration Statement on Form S-4 filed November
        17, 1994 (Registration No. 33-56517) and incorporated herein by
        reference).

 10.7   Second Amendment to Non-Qualified  Profit Sharing Plan. (filed as
        Exhibit  10.14 to the Agrilink Foods,  Inc.'s Registration Statement on
        Form S-1 filed June 15, 1995  (Registration  No. 33-60273) and
        incorporated herein by reference).

 10.8   Excess  Benefit  Retirement  Plan  (filed as Exhibit  10.7 to  Agrilink
        Foods,  Inc.'s  Registration Statement on Form S-1 filed June 15, 1995
        (Registration  No.  33-60273) and  incorporated  herein by reference.

 10.9   Salary Continuation Agreement - Dennis M. Mullen (filed as Exhibit 10.13
        to Pro-Fac  Cooperative's Annual Report on Form 10-K for the fiscal year
        ended  June 26,  1999  and  incorporated  herein  by reference).

10.10   Agrilink Equity Value Plan Adopted on June 24, 1996 (filed as Exhibit
        10.17 to Pro-Fac Cooperative's Annual Report on Form 10-K for the fiscal
        year ended June 29, 1996 and incorporated herein by reference).

10.11   OnSite  Services  Agreement  with  Systems &  Computer Technology (filed
        as Exhibit 10.21 to Pro-Fac Cooperative's Annual Report on Form 10-K for
        the fiscal year ended June 28, 1997 and incorporated herein by
        reference).

10.12   Raw Product Supply Agreement with Seneca Foods Corporation  (filed as
        Exhibit  10.22 to Pro-Fac  Cooperative's  Annual Report on Form 10-K for
        the  fiscal  year ended  June 28,  1997 and  incorporated herein by
        reference).

10.13   Reciprocal  Co-Pack Agreement with Seneca Foods Corporation (filed  as
        Exhibit  10.23 to Pro-Fac  Cooperative's  Annual Report on Form 10-K for
        the  fiscal  year ended  June 28,  1997 and  incorporated herein by
        reference).

10.14   Credit Agreement among  Agrilink Foods, Inc., Pro-Fac Cooperative, Inc.,
        Harris Trust and Savings Bank, Bank of Montreal, Chicago Branch, and the
        Lenders from time to time party hereto, dated September 23, 1998 (filed
        as Exhibit 10.1 to Pro-Fac Cooperative's Quarterly  Report on Form 10-Q
        for the first fiscal quarter ended September 26, 1998 and incorporated
        herein by reference).

10.15   Subordinated  Promissory Note among Agrilink Foods, Inc. and Dean Foods
        Company,  dated as of  September  23,  1998  (filed as Exhibit 10.2 to
        Pro-Fac Cooperative's Quarterly Report on Form 10-Q for the first fiscal
        quarter ended  September 26, 1998 and incorporated herein by reference).

10.16   First  Amendment  to the Credit  Agreement  referenced  in Exhibit 10.14
        (filed as  Exhibit  10.1 to Pro-Fac  Cooperative's  Amended Quarterly
        Report on Form 10-Q/A for the first fiscal quarter ended September 25,
        1999 and incorporated herein by reference).

10.17   Second  Amendment to the Credit  Agreement  referenced  in Exhibit 10.14
        (filed as  Exhibit  10.2 to Pro-Fac  Cooperative's  Amended Quarterly
        Report on Form 10-Q/A for the first fiscal quarter ended September 25,
        1999 and incorporated herein by reference).

10.18   Third  Amendment  to the Credit  Agreement  referenced  in Exhibit 10.14
        (filed as  Exhibit  10.3 to Pro-Fac  Cooperative's  Amended Quarterly
        Report on Form 10-Q/A for the first fiscal quarter ended  September 25,
        1999 and incorporated herein by reference).

10.19   Fourth  Amendment to the Credit  Agreement  referenced  in Exhibit 10.14
        (filed as  Exhibit  10.4 to Pro-Fac  Cooperative's  Amended Quarterly
        Report on Form 10-Q/A for the first fiscal quarter ended September 25,
        1999 and incorporated herein by reference).

10.20   Fifth  Amendment  to the Credit  Agreement  referenced  in Exhibit 10.14
        (filed as  Exhibit  10.5 to Pro-Fac  Cooperative's  Amended Quarterly
        Report on Form 10-Q/A for the first fiscal quarter ended September 25,
        1999 and incorporated herein by reference).

10.21   Sixth Amendment to the Credit Agreement referenced in Exhibit 10.14
        (filed herewith).


<PAGE>


(a)  Exhibits (Continued):

Exhibit
Number                               Description of Exhibit

10.22   Service Agreement among Agrilink Foods, Inc., and PF Acquisition II,
        Inc., dated as of February 22, 1999 (filed as Exhibit  10.4 to
        Pro-Fac  Cooperative's Quarterly Report on Form 10-Q for the third
        fiscal quarter ended March 27, 1999 and incorporated herein by
        reference).

10.23   Marketing and Facilitation Agreement, dated as of February 22, 1999,
        between  Pro-Fac  Cooperative,  Inc. and PF Acquisition II, Inc.
        (filed as Exhibit 10.5 to Pro-Fac Cooperative's Quarterly Report on Form
        10-Q for the third fiscal quarter ended March 27, 1999 and incorporated
        herein by reference).

10.24   Credit Agreement among PF Acquisition II, Inc. and CoBank, ACB, as
        administrative  agent for the lenders  thereunder,  dated February
        22, 1999 (filed as Exhibit 10.6 to Pro-Fac Cooperative's Quarterly
        Report on Form 10-Q for the third fiscal  quarter  ended March 27,
        1999 and incorporated herein by reference).

10.25   Subordinated Promissory Note among PF Acquisition  II, Inc. and CoBank,
        ACB, dated February 22, 1999 (filed as Exhibit 10.7 to Pro-Fac
        Cooperative's  Quarterly Report on Form 10-Q for the third fiscal
        quarter  ended March 27, 1999 and incorporated  herein by reference).

10.26   Asset Purchase  Agreement between PF Acquisition II. Inc., Pro-Fac
        Cooperative, Inc. and Agripac, Inc., Debtor and  Debtor-In-
        Possession  dated  February  22, 1999 (filed as Exhibit  10.8 to
        Pro-Fac Cooperative's  Quarterly Report on Form 10-Q for the third
        fiscal  quarter  ended March 27, 1999 and incorporated herein by
        reference).

12.1    Statement regarding the Computation ratios (filed herewith).

18.1    Accountant's  Report  Regarding  Change  in  Accounting  Method.
        (filed  as  Exhibit  18 to  Pro-Fac Cooperative's Quarterly Report
        on Form 10-Q for the first fiscal quarter ended September 28, 1996
        and incorporated herein by reference).

21.1    List of Subsidiaries (filed as Exhibit 21 to Pro-Fac Cooperative's
        Annual Report on Form 10-K for the fiscal year ended June 24, 2000
        and incorporated herein by reference).

23.1    Consent of PricewaterhouseCoopers LLP regarding Pro-Fac Cooperative,
        Inc. (filed herewith).

23.2    Consent of Counsel (included in Exhibit 5.1).

24.1    Powers of Attorney of Pro-Fac Cooperative, Inc., (included in the
        signature pages hereto).

99.1    Application for Stock Purchase (filed as Exhibit 99.1 to the
        Cooperative's Registration Statement on Form S-2 filed October 22, 1999
        (Registration 333-89511) and incorporated herein by reference).

Item 17. Undertakings.

(a)  The undersigned registrant hereby undertakes:

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

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


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



                   (iii) To include any material information with respect to the
                         plan of  distribution  not previously  disclosed in the
                         registration  statement or any material  change to such
                         information in the registration statement.

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

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


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


<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
the  requirements  for filing on Form S-2 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Rochester, State of New York, on October 5, 2000.

                          PRO-FAC COOPERATIVE, INC.

                          By:    /s/     Earl L. Powers

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

                                POWER OF ATTORNEY

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

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

<TABLE>

              Signature                                                         Title                                      Date
<CAPTION>

<S>                                                               <C>                                              <C>
/s/    Bruce R. Fox                                               President, Chairman of the Board                 October 4, 2000
----------------------------------------------------------        and Director
      (BRUCE R. FOX)

/s/    Steven D. Koinzan                                          Vice President, Vice Chairman of the             October 4, 2000
----------------------------------------------------------        Board and Director
      (STEVEN D. KOINZAN)

/s/    Tom R. Croner                                              Director                                         October 4, 2000
----------------------------------------------------------
      (TOM R. CRONER)


/s/    Dale W. Burmeister                                         Director                                         October 4, 2000
----------------------------------------------------------
      (DALE W. BURMEISTER)

/s/    Peter R. Call                                              Director                                         October 4, 2000
----------------------------------------------------------
      (PETER R. CALL)

/s/    Glen Lee Chase                                             Director                                         October 4, 2000
----------------------------------------------------------
       (GLEN LEE CHASE)

/s/    Kenneth A. Dahlstedt                                       Director                                         October 4, 2000
----------------------------------------------------------
      (KENNETH A. DAHLSTEDT)
<PAGE>

/s/    Robert DeBadts                                             Director                                         October 4, 2000
----------------------------------------------------------
      (ROBERT DEBADTS)

/s/    Kenneth A. Mattingly                                       Director                                         October 4, 2000
----------------------------------------------------------
      (KENNETH A. MATTINGLY)

/s/    Allan W. Overhiser                                         Director                                         October 4, 2000
----------------------------------------------------------
      (ALLAN W. OVERHISER)

/s/    Paul E. Roe                                                Director                                         October 4, 2000
----------------------------------------------------------
      (PAUL E. ROE)

/s/    Darell Sarff                                               Director                                         October 4, 2000
----------------------------------------------------------
      (DARELL SARFF)

/s/    Stephen R. Wright                                          Secretary and General Manager                    October 4, 2000
----------------------------------------------------------        (Principal Executive Officer)
      (STEPHEN R. WRIGHT)

/s/    Earl L. Powers                                             Vice President, Finance and Treasurer            October 4, 2000
----------------------------------------------------------        (Principal Financial Officer and
      (EARL L. POWERS)                                            Principal Accounting Officer)

</TABLE>
<PAGE>


                                  EXHIBIT INDEX
Exhibit
Number                        Description of Exhibit

  3.1   Restated  Certificate of  Incorporation  for Pro-Fac  Cooperative, Inc.
        (filed as Exhibit 3.1 to Pro-Fac's Quarterly Report on Form 10-Q for the
        third fiscal  quarter  ended March 27, 1999 and  incorporated  herein by
        reference).

  3.2   Pro-Fac Cooperative,  Inc. Bylaws (filed as Exhibit 3.2 to the Pro-Fac's
        Quarterly  Report on Form 10-Q for the third fiscal quarter ended March
        27, 1999 and incorporated herein by reference).

  4.1   Indenture,  dated as of November 18, 1998, between Agrilink Foods Foods,
        Inc.,  the  Guarantors  named  therein  and  IBJ  Schroder  Bank & Trust
        Company, Inc. as Trustee (filed as Exhibit 4.1 to Agrilink Foods, Inc.'s
        Registration  Statement on Form S-4 filed January 5, 1999  (Registration
        No. 333-70143) and incorporated herein by reference).

  4.2   Form of 11 7/8 Percent  Senior Subordinated  Notes due 2008 (filed  as
        Exhibit B to Exhibit 4.1 to Agrilink Foods, Inc.'s Registration
        Statement on Form S-4 filed January 5, 1999 (Registration No. 333-70143)
        and incorporated herein by reference).

  4.3   Indenture,  dated as of November 3, 1994, among PFAC,  Pro-Fac and IBJ
        Schroder  Bank & Trust  Cooperative  ("IBJ"),  as Trustee, as amended by
        First Supplemental  Indenture,  dated as of November 3, 1994,  each with
        respect to Agrilink  Foods,  Inc.  12.25  percent Senior  Subordinated
        Notes  due 2005  (filed  as  Exhibit  4.1 to Agrilink Foods,  Inc.'s
        Registration Statement on Form S-4 filed November 14, 1994 (Registration
        No.  33-56517) and  incorporated herein by reference).

  4.4   Second Supplemental  Indenture (amending the Indenture  referenced in
        Exhibit 4.3 herein)  dated  November 10, 1997 (filed as Exhibit 10.25 to
        Pro-Fac  Cooperative's Annual Report on Form 10-K for the fiscal year
        ended  June 27,  1998,  and  incorporated  herein by reference).

  4.5   Third Supplemental Indenture (amending the Indenture referenced in
        Exhibit 4.3  herein)  dated  September  24, 1998 (filed as Exhibit
        10.26 to Pro-Fac  Cooperative's Annual Report on Form 10-K for the
        fiscal  year  ended  June 26,  1999,  and  incorporated  herein by
        reference).

  5.1   Opinion of Harris Beach & Wilcox, LLP (filed herewith).

  8.1   Opinion of Harris Beach & Wilcox, LLP - Tax Matters (filed herewith).

 10.1   Marketing and  Facilitation  Agreement,  dated as of November 3, 1994,
        between Pro-Fac  Cooperative, Inc. and Agrilink  Foods, Inc. (filed as
        Exhibit 10.1 to Agrilink Foods,  Inc.'s  Registration Statement on Form
        S-4 filed November 17, 1994 (Registration No. 33-56517) and incorporated
        herein by reference).

 10.2   Amendment to Marketing and  Facilitation Agreement between Pro-Fac
        Cooperative,  Inc. and Agrilink Foods, Inc. dated  September  23, 1998
        (filed as Exhibit 10.9 to Pro-Fac  Cooperative's Quarterly Report on
        Form 10-Q for the third fiscal quarter ended March 27, 1999 and
        incorporated  herein by reference).

 10.3   Management Incentive Plan, as amended (filed as Exhibit 10.2 to Agrilink
        Foods, Inc.'s Registration Statement on Form S-4 filed November 17, 1994
        (Registration  No. 33-56517) and  incorporated  herein by reference).

 10.4   Supplemental Executive Retirement Plan, as amended (filed as Exhibit
        10.3 to Agrilink Foods, Inc.'s Registration  Statement  on Form  S-4
        filed  November 17, 1994 (Registration  No. 33-56517) and incorporated
        herein by reference).

 10.5   Master  Salaried Retirement Plan, as amended  (filed as Exhibit  10.5 to
        Agrilink  Foods,  Inc.'s Registration  Statement  on Form  S-4  filed
        November  17, 1994 (Registration  No. 33-56517) and incorporated herein
        by reference).

 10.6   Non-Qualified Profit Sharing Plan, as amended (filed as Exhibit 10.6 to
        Agrilink Foods, Inc.'s Registration Statement on Form S-4 filed November
        17, 1994 (Registration No. 33-56517) and incorporated herein by
        reference).

 10.7   Second Amendment to Non-Qualified  Profit Sharing Plan. (filed as
        Exhibit  10.14 to the Agrilink Foods,  Inc.'s Registration Statement on
        Form S-1 filed June 15, 1995  (Registration  No. 33-60273) and
        incorporated herein by reference).

 10.8   Excess  Benefit  Retirement  Plan  (filed as Exhibit  10.7 to  Agrilink
        Foods,  Inc.'s  Registration Statement on Form S-1 filed June 15, 1995
        (Registration  No.  33-60273) and  incorporated  herein by reference.

<PAGE>
(a)  Exhibits (Continued):

Exhibit
Number                           Description of Exhibit

 10.9   Salary Continuation Agreement - Dennis M. Mullen (filed as Exhibit 10.13
        to Pro-Fac  Cooperative's Annual Report on Form 10-K for the fiscal year
        ended  June 26,  1999  and  incorporated  herein  by reference).

10.10   Agrilink Equity Value Plan Adopted on June 24, 1996 (filed as Exhibit
        10.17 to Pro-Fac Cooperative's Annual Report on Form 10-K for the fiscal
        year ended June 29, 1996 and incorporated herein by reference).

10.11   OnSite  Services  Agreement  with  Systems &  Computer Technology (filed
        as Exhibit 10.21 to Pro-Fac Cooperative's Annual Report on Form 10-K for
        the fiscal year ended June 28, 1997 and incorporated herein by
        reference).

10.12   Raw Product Supply Agreement with Seneca Foods Corporation  (filed as
        Exhibit  10.22 to Pro-Fac  Cooperative's  Annual Report on Form 10-K for
        the  fiscal  year ended  June 28,  1997 and  incorporated herein by
        reference).

10.13   Reciprocal  Co-Pack Agreement with Seneca Foods Corporation (filed  as
        Exhibit  10.23 to Pro-Fac  Cooperative's  Annual Report on Form 10-K for
        the  fiscal  year ended  June 28,  1997 and  incorporated herein by
        reference).

10.14   Credit Agreement among  Agrilink Foods, Inc., Pro-Fac Cooperative, Inc.,
        Harris Trust and Savings Bank, Bank of Montreal, Chicago Branch, and the
        Lenders from time to time party hereto, dated September 23, 1998 (filed
        as Exhibit 10.1 to Pro-Fac Cooperative's Quarterly  Report on Form 10-Q
        for the first fiscal quarter ended September 26, 1998 and incorporated
        herein by reference).

10.15   Subordinated  Promissory Note among Agrilink Foods, Inc. and Dean Foods
        Company,  dated as of  September  23,  1998  (filed as Exhibit 10.2 to
        Pro-Fac Cooperative's Quarterly Report on Form 10-Q for the first fiscal
        quarter ended  September 26, 1998 and incorporated herein by reference).

10.16   First  Amendment  to the Credit  Agreement  referenced  in Exhibit 10.14
        (filed as  Exhibit  10.1 to Pro-Fac  Cooperative's  Amended Quarterly
        Report on Form 10-Q/A for the first fiscal quarter ended September 25,
        1999 and incorporated herein by reference).

10.17   Second  Amendment to the Credit  Agreement  referenced  in Exhibit 10.14
        (filed as  Exhibit  10.2 to Pro-Fac  Cooperative's  Amended Quarterly
        Report on Form 10-Q/A for the first fiscal quarter ended September 25,
        1999 and incorporated herein by reference).

10.18   Third  Amendment  to the Credit  Agreement  referenced  in Exhibit 10.14
        (filed as  Exhibit  10.3 to Pro-Fac  Cooperative's  Amended Quarterly
        Report on Form 10-Q/A for the first fiscal quarter ended  September 25,
        1999 and incorporated herein by reference).

10.19   Fourth  Amendment to the Credit  Agreement  referenced  in Exhibit 10.14
        (filed as  Exhibit  10.4 to Pro-Fac  Cooperative's  Amended Quarterly
        Report on Form 10-Q/A for the first fiscal quarter ended September 25,
        1999 and incorporated herein by reference).

10.20   Fifth  Amendment  to the Credit  Agreement  referenced  in Exhibit 10.14
        (filed as  Exhibit  10.5 to Pro-Fac  Cooperative's  Amended Quarterly
        Report on Form 10-Q/A for the first fiscal quarter ended September 25,
        1999 and incorporated herein by reference).

10.21   Sixth Amendment to the Credit Agreement referenced in Exhibit 10.14
        (filed herewith).

10.22   Service Agreement among Agrilink Foods, Inc., and PF Acquisition II,
        Inc., dated as of February 22, 1999 (filed as Exhibit  10.4 to
        Pro-Fac  Cooperative's Quarterly Report on Form 10-Q for the third
        fiscal quarter ended March 27, 1999 and incorporated herein by
        reference).

10.23   Marketing and Facilitation Agreement, dated as of February 22, 1999,
        between  Pro-Fac  Cooperative,  Inc. and PF Acquisition II, Inc.
        (filed as Exhibit 10.5 to Pro-Fac Cooperative's Quarterly Report on Form
        10-Q for the third fiscal quarter ended March 27, 1999 and incorporated
        herein by reference).

10.24   Credit Agreement among PF Acquisition II, Inc. and CoBank, ACB, as
        administrative  agent for the lenders  thereunder,  dated February
        22, 1999 (filed as Exhibit 10.6 to Pro-Fac Cooperative's Quarterly
        Report on Form 10-Q for the third fiscal  quarter  ended March 27,
        1999 and incorporated herein by reference).
<PAGE>
(a)  Exhibits (Continued):

Exhibit
Number                               Description of Exhibit

10.25   Subordinated Promissory Note among PF Acquisition  II, Inc. and CoBank,
        ACB, dated February 22, 1999 (filed as Exhibit 10.7 to Pro-Fac
        Cooperative's  Quarterly Report on Form 10-Q for the third fiscal
        quarter  ended March 27, 1999 and incorporated  herein by reference).

10.26   Asset Purchase  Agreement between PF Acquisition II. Inc., Pro-Fac
        Cooperative, Inc. and Agripac, Inc., Debtor and  Debtor-In-
        Possession  dated  February  22, 1999 (filed as Exhibit  10.8 to
        Pro-Fac Cooperative's  Quarterly Report on Form 10-Q for the third
        fiscal  quarter  ended March 27, 1999 and incorporated herein by
        reference).

12.1    Statement regarding the Computation ratios (filed herewith).

18.1    Accountant's  Report  Regarding  Change  in  Accounting  Method.
        (filed  as  Exhibit  18 to  Pro-Fac Cooperative's Quarterly Report
        on Form 10-Q for the first fiscal quarter ended September 28, 1996
        and incorporated herein by reference).

21.1    List of Subsidiaries (filed as Exhibit 21 to Pro-Fac Cooperative's
        Annual Report on Form 10-K for the fiscal year ended June 24, 2000
        and incorporated herein by reference).

23.1    Consent of PricewaterhouseCoopers LLP regarding Pro-Fac Cooperative,
        Inc. (filed herewith).

23.2    Consent of Counsel (included in Exhibit 5.1).

24.1    Powers of Attorney of Pro-Fac Cooperative, Inc., (included in the
        signature pages hereto).

99.1    Application for Stock Purchase (filed as Exhibit 99.1 to the
        Cooperative's Registration Statement on Form S-2 filed October 22, 1999
        (Registration 333-89511) and incorporated herein by reference).