Prospectus




                            PRO-FAC COOPERATIVE, INC.

                    1,156,630 Shares of Class A Common Stock

                               $7,545,000 Retains


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

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

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

<S>                          <C>              <C>                         <C>                  <C>
Class A common stock         Per Share             $5.00                  0.0                      $5.00
                             Total:           $5,783,150                                       $5,783,150

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

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

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

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

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

This prospectus is accompanied by a copy of Pro-Fac  Cooperative,  Inc.'s Annual
Report on Form 10-K/A-1 for the year ended June 26, 1999 and Pro-Fac Cooperative
Inc.'s Form 10-Q for the fiscal quarter ended September 25, 1999.

                    This prospectus is dated November 5, 1999


<PAGE>



                               TABLE OF CONTENTS

                                                                   Page

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


                              ABOUT THIS PROSPECTUS

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

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

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

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

<PAGE>


                               PROSPECTUS SUMMARY

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

                                     Pro-Fac

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

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

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

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

         Agrilink.

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

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



<PAGE>


         The Acquisition of Dean Foods Vegetable Company

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

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

         The Refinancing

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

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

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

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

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

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

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

         AgriFrozen.

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

<PAGE>


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

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

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

               a $12.0 million subordinated promissory note.

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

         In order to pay the total acquisition price, AgriFrozen:

               borrowed $30.0 million under the term loan facility,

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

               issued the $12.0 million subordinated promissory note.

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

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

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

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



<PAGE>


         Recent Developments.

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



<PAGE>


                                  RISK FACTORS

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

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

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

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

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

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

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

         Possible discontinuance of crops.

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

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



<PAGE>


         We are the guarantor of Agrilink's indebtedness.

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

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

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

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

                    incur additional indebtedness;

                    incur or maintain liens;

                    pay dividends or other distributions;

                    redeem our capital stock;

                    make other restricted payments;

                    enter into transactions with affiliates;

                    sell or dispose of assets; and

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

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

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

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

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

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


<PAGE>


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

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

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

         Delayed payments for crops.

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

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

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


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

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

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

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



<PAGE>


         We have the ability to change our treatment of retains.

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

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

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

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

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

         Food processors are subject to risks of:

                    adverse changes in general economic conditions;

                    evolving  consumer  preferences  and  nutritional and health
                    related concerns;

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

                    federal, state and local food processing controls;

                    consumer product liability claims; and

                    risks of product tampering.

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

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


<PAGE>



         Proceeds Not Committed to Specific Purposes.

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

         Environmental risks; compliance with environmental laws.

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

         Year 2000 technology problems could cause business interruptions.

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

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

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

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

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

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

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



<PAGE>


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

                    equity in the undistributed earnings of CoBank, ACB;

                    fixed charges;

                    income taxes; and

                    dividends on common and preferred stock.

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

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

                       WHERE YOU CAN FIND MORE INFORMATION

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

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

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

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

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

               Our  Quarterly  Report on Form 10-Q for the fiscal  quarter ended
               September 25, 1999.



<PAGE>


         A copy of our Annual  Report on Form 10-K/A-1 for the fiscal year ended
June 26,  1999 and a copy of our  Quarterly  Report  on Form  10-Q for the first
fiscal  quarter  ended   September  25,  1999  are  being  delivered  with  this
prospectus.  The above  filings  are 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/A-1 and
the quarterly report on Form 10-Q  incorporated  into this  prospectus,  contain
forward-looking  statements,  which are not statements of historical  facts.  We
have based these  forward-looking  statements  on our current  expectations  and
projections about future events, based on the information currently available to
us. The forward-looking statements include, among other things, our expectations
and  estimates  about  business  operations,  strategies  and  future  financial
performance.

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

               the impact of strong competition in the food industry;

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

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

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

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

               our ability to service debt.

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

                                 USE OF PROCEEDS

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

                         DETERMINATION OF OFFERING PRICE

         Our  Class A common  stock  issued  by us is at its  $5.00 par value to
Class A members or to growers  who wish to become  Class A members  and meet our
standards for membership. The amount of patronage proceeds

<PAGE>


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.

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

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

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

                               BUSINESS OF PRO-FAC

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



<PAGE>


         Membership.

         Membership  in  Pro-Fac is  evidenced  by the  ownership  of our common
stock.  Our common stock is divided into two classes -- Class A common stock and
Class B common  stock.  Holders of Class A common  stock are "Class A  members."
Holders of our Class B common stock are "Class B members."  We do not  currently
have any Class B members.  Crops  supplied to us by our Class A members are sold
to Agrilink for  processing,  and crops  supplied by our Class B members will be
sold to AgriFrozen for  processing.  See  "Description  of Pro-Fac  Securities -
Common Stock".

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

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

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

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

               popcorn.

         Regional Representation.

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


                                                              Present Number
      Region                          Area                     of Directors

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

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

<PAGE>


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 and AgriFrozen, facilities for receiving and processing
the crops  delivered by its members to Agrilink or  AgriFrozen,  as the case may
be.

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

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

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

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

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

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



<PAGE>


         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 excess common stock.

         Payment for Members' Crops.

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

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

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

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



<PAGE>


         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.

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

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

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


<PAGE>


<TABLE>

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

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

Total                                      113.7%          90.0%          106.9%         110.5%         100.0%
                                           =====           ====           =====          =====          =====
</TABLE>

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

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

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

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

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

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

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

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

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

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

               $2,500 by July 15, 2000.

         In  addition,  as soon as the  necessary  computations  can be made and
final payment is received from Agrilink or  AgriFrozen,  as the case may be, but
before March 15, 2001, the $1,050 of excess  patronage  proceeds will be paid or
allocated to the member in the form of cash or retains. A minimum of 20% of the

<PAGE>


excess over CMV, in the above example $210,  must be distributed in cash and the
balance may be distributed in the form of retains.  See  "Description of Pro-Fac
Securities."

         Tax Matters.

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

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

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

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

         From time to time various proposals have been made and bills introduced
in Congress which would have the effect of modifying or eliminating  the present
provisions  of the Code  pursuant  to which  cooperatives  are  taxed  and could
subject cooperatives to greater federal income tax liability. It is not possible
to predict whether

<PAGE>


any such proposal may be adopted, or if adopted what effect it might have on our
federal income tax liability and the federal income liability of our members.

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

         Tax Treatment of Amounts Paid or Allocated to Members.

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

                        DESCRIPTION OF PRO-FAC SECURITIES

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

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

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

         Common Stock.

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

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

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

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

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


<PAGE>

         Required disposition and redemption of common stock.



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

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

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

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

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

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

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

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

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

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



<PAGE>


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

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

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

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

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

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

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

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


<PAGE>



         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 the  shares,  then we must get the  approval  of holders of at
least 2/3 of the outstanding  shares of non-cumulative  preferred stock, Class A
cumulative preferred stock and Class B, series 1 cumulative preferred stock.

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

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

         Retains.

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

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

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

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


<PAGE>



         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's new credit facility and the indenture  covering its notes, are likely
to decrease the prices at which our qualified retains are traded.

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

         Restrictions  on  dividends  and other  distributions  to members  and
         investors

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

         Certificates for securities

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

                                     EXPERTS

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