SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                               -------------------
                                    FORM S-2
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                                -----------------
                            PRO-FAC COOPERATIVE, INC.
             (Exact Name of Registrant as Specified in Its Charter)
                               ------------------
      NEW YORK                                         16-6036816
 (State or other jurisdiction of                     (I.R.S. Employer
  incorporation or organization)                   Identification Number)
                               __________________
                                 90 Linden Oaks
                                  P.O. Box 682
                            Rochester, New York 14603
                                 (716) 383-1850
   (Address, Including Zip Code, and Telephone Number, Including Area Code of
                    Registrant's Principal Executive Offices)
                               ------------------
                                 Earl L. Powers
                 Vice President, Finance and Assistant Treasurer
                           Pro-Fac Cooperative, Inc.
                                 90 Linden Oaks
                           Rochester, New York 14625
                                 (716) 383-1850
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)
                               ------------------
                                    Copy to:
                             Catherine A. King, Esq.
                           Harris Beach & Wilcox, LLP
                              130 East Main Street
                            Rochester, New York 14604
                                 (716) 232-4440
                               ------------------

     Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.

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

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

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

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

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

     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

                               ------------------
<TABLE>
                         CALCULATION OF REGISTRATION FEE
==============================================================================================================
<S>                                  <C>              <C>                  <C>                    <C>
Title of Each Class of Securities    Amount to be     Proposed Maximum     Proposed Maximum         Amount of
         to be Registered             Registered       Offering Price          Aggregate          Registration
                                                        Per Security        Offering Price            Fee
---------------------------------    -----------      ----------------     ----------------        ----------
Class B common stock                   1,600,000          $5.00             $ 8,000,000              $2,224
--------------------                 -----------           ----             -----------              ------
Special membership interests         $15,000,000            100%            $15,000,000              $4,170
----------------------------         -----------           ----             -----------              ------
==============================================================================================================
                              __________________
The Registrant hereby amends this  Registration  Statement on such date or dates as may be necessary to delay its effective date
until the Registrant  shall file a further amendment which specifically  states that this Registration  Statement shall  thereafter
become  effective  in  accordance  with  Section  8(a) of the Securities Act or until this  Registration  Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may determine.
</TABLE>
<PAGE>


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

<PAGE>


Prospectus




                            PRO-FAC COOPERATIVE, INC.

                    1,600,000 Shares of Class B Common stock

                    $15,000,000 Special Membership Interests


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

     We are  offering a  combination  of up to  1,600,000  shares of our Class B
common stock,  par value $5.00 per share,  and up to  $15,000,000 of our special
membership interests.  The Class B common stock and special membership interests
are being offered  exclusively to growers who are currently  under contract with
PF Acquisition II, Inc. to supply crops to it for processing,  distribution  and
sale as  processed  food  products.  The  grower-offerees  were also  previously
grower-members  of Agripac,  Inc., which is an Oregon  cooperative  currently in
bankruptcy.

     PF Acquisition is a subsidiary of Pro-Fac.  It conducts  business under the
name "AgriFrozen Foods."

     A grower who subscribes for securities in this offering will receive shares
of our Class B common  stock and a special  membership  interest.  Shares of our
Class B common stock and special membership  interests will be issued to growers
in consideration for:

          1.   their agreement to terminate their rights to cancel their current
               crop delivery  obligations for the 2000 and 2001 growing seasons,
               and

          2.   their consent to  AgriFrozen's  assignment of their crop delivery
               agreements to us.

SEE "RISK FACTORS"  BEGINNING ON PAGE 9 FOR A DISCUSSION OF CERTAIN  FACTORS YOU
SHOULD  CONSIDER  BEFORE YOU INVEST IN THE CLASS B COMMON  STOCK AND THE SPECIAL
MEMBERSHIP INTERESTS BEING SOLD WITH THIS PROSPECTUS.


Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission has approved or  disapproved  of these  securities or 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 ,1999

<PAGE>


                                TABLE OF CONTENTS

                                                              Page

Prospectus Summary                                              3
Risk Factors                                                    9
Where You Can Find More Information                            17
Forward-Looking Information                                    18
Use of Proceeds                                                19
Determination of Offering Price                                19
Plan of Distribution                                           19
AgriFrozen                                                     21
Business of Pro-Fac                                            30
Description of Pro-Fac Securities                              37
Experts                                                        42


                              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 Class B common  stock or  special  membership
interests or  soliciting  offers to purchase the Class B common stock or special
membership  interests 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
and  AgriFrozen.  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  from  our Form  10-KA/1  for the year  ended  June 26,  1999 and our
unaudited  consolidated  financial  statements  from our Form 10-Q for the first
fiscal quarter ended September 25, 1999.

                                     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.

     Our membership is divided into two separate classes.  Members owning shares
of our Class A common stock are our Class A members,  and members  owning 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  sale  and  processing  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.

     Our Class B members will be established through the issuance of our Class B
common stock in this  offering.  Our Class B members  will be those  members who
deliver  raw  product  for  sale  and  processing  at  AgriFrozen's  facilities.
Currently,  potential  Class B members  grow  crops  for  delivery  directly  to
AgriFrozen. These growers are located in the states of Oregon and Washington.

     AgriFrozen has entered into general marketing  agreements and crop delivery
agreements with certain of the prior  member-growers of Agripac - including you,
an  offeree  in this  prospectus  - to supply it with  crops for  processing  at
AgriFrozen's  facilities.  Under the  terms of the  general  marketing  and crop
agreements,  you have agreed to supply AgriFrozen with specified  quantities and
types of crops for the 1999, 2000 and 2001 growing seasons. The current terms of
the general marketing and crop delivery  agreements permit you to terminate your
agreement to supply crops to AgriFrozen after fulfillment of your obligations to
AgriFrozen for the 1999 growing season.

     In order for us to obtain a  reliable  and long term  source of supply  for
crops, we are prepared to issue to each grower,  who is currently under contract
to deliver crops to  AgriFrozen,  shares of our Class B common stock and special
membership interests. We will issue shares of Class B common stock and a special
membership  interest to you, in  consideration  for your consent to AgriFrozen's
assignment of your general marketing and crop delivery agreements to us and your
agreement to terminate your right to cancel your crop delivery  agreements after
the 1999 growing season.


<PAGE>


IMPORTANT CONSIDERATIONS.  Terms and characteristics of our Class B common stock
and special membership interests.

     We have set  forth  below  some  terms and  characteristics  of our Class B
Common stock and the special membership interests which are discussed in greater
detail throughout this prospectus:

          AgriFrozen  is a new  venture.  Its  operations  commenced in February
          1999. Accordingly,  it has no significant operating history.  Although
          the information  contained in this prospectus about us and Agrilink is
          useful for purposes of evaluating  our and  Agrilink's  experience and
          results of operations,  AgriFrozen's results of operations will not be
          derived from and will be  independent  of the operations of Pro-Fac or
          Agrilink.  Any and all income distributable to Class B members will be
          derived solely from the  operations of AgriFrozen.  See "Risk Factors"
          and "Description of Pro-Fac and its Subsidiaries."

          AgriFrozen's credit facilities expressly recognize and acknowledge our
          right to  transfer  or abandon our  ownership  interest in  AgriFrozen
          until June 29,  2002.  This date can be extended  upon the approval of
          AgriFrozen's  lenders.   Moreover,  and  notwithstanding  the  express
          recognition of our right under AgriFrozen's financing facilities,  our
          act of transferring our entire ownership  interest in AgriFrozen is an
          event of  default  under  those  facilities.  See "Risk  Factors"  and
          "Description of AgriFrozen's Indebtedness."

          The Class B common stock and special membership  interests are subject
          to  repurchase  by us  at a  nominal  price.  Under  the  subscription
          agreement  you will  execute to obtain  shares of Class B common stock
          and special membership  interests in this offering,  you agree that we
          can  repurchase  all of our  Class B  common  stock  and  the  special
          membership  interest owned by you for a total  consideration of $5.00.
          This repurchase right is only exercisable in the event:

               (a) we exercise our right to repurchase  within 180 days after we
          abandon or transfer our ownership interest in AgriFrozen; and

               (b) we  repurchase  all of our Class B common  stock and  special
          membership interests.

          Our repurchase  right  continues until at least June 29, 2002, and our
          board of directors  has the right,  with the approval of  AgriFrozen's
          lenders,  to extend this right beyond that date without notice to you.
          See  "Risk  Factors,"   "Description   of  AgriFrozen   Indebtedness,"
          "Business of Pro-Fac and its Subsidiaries" and "Description of Pro-Fac
          Securities."

          In the  event  we  exercise  our  right to  abandon  or  transfer  our
          ownership  interest in  AgriFrozen  we can, and it is expected that we
          will,  repurchase  all  of  our  Class  B  common  stock  and  special
          membership interests solely and exclusively in consideration for $5.00
          per Class B member.  See "Risk  Factors,"  "Description  of AgriFrozen
          Indebtedness,"   "Business  of  Pro-Fac  and  its   Subsidiaries"  and
          "Description of Pro-Fac Securities."

          In the event of a  liquidation,  dissolution or winding up of Pro-Fac,
          after payment of our creditors and the holders of our preferred  stock
          and retains, the holders of our Class A Common stock would be paid the
          par value of their shares of common stock,  then the face value of the
          special membership interests would be paid and then the holders of our

<PAGE>

          Class B Common  stock  would be paid the par value of their  shares of
          common  stock.   See  "Risk  Factors"  and   "Description  of  Pro-Fac
          Securities."

          The Class A Common  stock and the Class B Common stock may not receive
          the same amount of dividend payments. Moreover, our board of directors
          may declare and pay  dividends  on our Class A Common stock and not on
          our Class B Common stock. See "Description of Pro-Fac Securities."

          Special  membership  interests  have no voting or dividend  rights and
          bear no interest. See "Description of Pro-Fac Securities."

          The holders of Class B Common  stock and the holders of Class A Common
          stock will not  participate in the same patronage pool. The holders of
          Class B Common stock will not share in the patronage  income generated
          by  Agrilink  and our Class A members.  Similarly,  the holders of our
          Class A Common stock will not share in the patronage  income generated
          by AgriFrozen and our Class B members.  See "Risk Factors,"  "Business
          of  Pro-Fac  and  its   Subsidiaries"   and  "Description  of  Pro-Fac
          Securities."

          Crops supplied by holders of Class B Common stock will be processed at
          AgriFrozen's   facilities.   See   "Business   of   Pro-Fac   and  its
          Subsidiaries."

AgriFrozen.

     AgriFrozen is a start-up company. It was incorporated in January 1999 under
the  corporation  laws of New York State and  commenced  operations  in February
1999.  We  own  100%  of  AgriFrozen's   common  stock.  PFA  Northwest  Growers
Cooperative Inc., a newly formed Oregon  cooperative,  owns 100% of AgriFrozen's
preferred  stock.  The preferred stock has no voting rights except to the extent
required  by law.  AgriFrozen  was  formed to acquire  substantially  all of the
assets of Agripac related to its frozen vegetable processing business.

     On January 4, 1999, Agripac  voluntarily filed for bankruptcy in the United
States  Bankruptcy  Court for the  District  of  Oregon.  On January  22,  1999,
Agripac,  as a debtor  still  in-possession  of its assets and  operator  of its
business  requested that the bankruptcy  court approve its sale of substantially
all of its  assets  relating  to its frozen  vegetable  processing  business  to
AgriFrozen. The bankruptcy court approved the sale on February 18, 1999.

     On February 23,  1999,  AgriFrozen  purchased  Agripac's  frozen  vegetable
processing  business.  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.

<PAGE>


     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. Of the $36.9  million  borrowed  under the  revolving  credit
facility,  $6.4  million was held in escrow until the final  purchase  price was
agreed to. The $6.4  million  was  returned to  AgriFrozen  in July 1999 and was
applied against the amount outstanding under its 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 have agreed to sell the crops of our Class
B members to AgriFrozen at their commercial  market value ("CMV") for processing
and distribution by AgriFrozen. AgriFrozen has agreed to pay us the CMV of those
crops, less any 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.

Agrilink.

     We are the parent of Agrilink Foods, Inc., a New York corporation formed in
1961.  Agrilink is a producer and marketer of processed  food  products.  It has
four primary  product  lines  including  vegetables,  fruits,  snacks and canned
meals.  The  vegetable  product line  consists of canned and frozen  vegetables,
chili beans,  pickles and various other  products.  Branded  products within the
vegetable  category  include Birds Eye,  Birds Eye Voila!,  Freshlike,  Veg-All,
McKenzies,  Brooks Chili Beans,  Farman's,  and Nalley.  The fruit  product line
consists of canned and frozen  fruits  including  fruit  fillings and  toppings.
Branded products within the fruit category include Comstock and Wilderness.  The
snack product line consists of potato chips,  popcorn and other corn-based snack
items.  Branded  products within the snack category include Tim's Cascade Chips,
Snyder of Berlin, Husman, La Restaurante,  Erin's, Beehive, Pops-Rite, and Super
Pop. The canned meal product line includes canned meat products such as chilies,
stews,  soups, and various other ready-to-eat  prepared meals.  Branded products
within  the  canned  meal  category  include  Nalley.  All other  product  lines
primarily  represent  salad  dressings.  Branded  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

<PAGE>


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.

     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 private  labels.  In connection with the
acquisition  of DFVC,  Agrilink  sold its aseptic  business  to Dean Foods.  The
aseptic business produced primarily dairy products,  such as puddings and cheese
sauces.  In addition to transferring  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 of DFVC, Dean Foods Vegetable Company
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.
<PAGE>

Recent Developments

     Agrilink  recently  announced the sale of its Midwest  private label canned
vegetable  business to Seneca Foods  Corporation.  The sale was  effective as of
November 8, 1999. The assets acquired by Seneca included  Agrilink's  Arlington,
Minnesota facility.

     Agrilink also recently announced that it had signed a letter of intent with
Del Monte  Foods,  San  Francisco,  pursuant  to which Del Monte  would  acquire
Agrilink's  Cambria,  Wisconsin  facility.  This  transaction  does not  include
Agrilink's branded canned vegetables, Veg-All and Freshlike.





<PAGE>


                                  RISK FACTORS

     Before  you  invest in our  Class B common  stock  and  special  membership
interests,  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 B common  stock or  special  membership
interests.

     AgriFrozen is a new venture with no meaningful operating history.

     AgriFrozen  was  incorporated  in January 1999. It began its  operations on
February 23, 1999. In order to transition from a start-up entity to an operating
company,  AgriFrozen  must generate  revenues from product sales with sufficient
gross profit margins to cover  AgriFrozen's  operating  expenses and debt costs.
AgriFrozen's  success  will also depend upon the  ability of its  management  to
implement AgriFrozen's business strategies, including maintaining relatively low
administration costs and achieving planned manufacturing savings. The payment of
CMV and  patronage  proceeds  to our  Class B  members  will be  dependent  upon
AgriFrozen's  ability  to operate  profitably.  No  assurance  can be given that
AgriFrozen  will be able to transition  from a start-up  company to a profitable
operating entity. See "Business of Pro-Fac."

     Patronage  income  distributed  to our  Class B  members  will  be  derived
exclusively from AgriFrozen'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 at facilities of 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 B
member pool will not have any right to participate in patronage income generated
by growers in the Class A member pool. Similarly,  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. See "Business of Pro-Fac."

     Until at least June 29, 2002 we can repurchase all shares of Class B common
stock and special membership interests for a nominal price.

     As is described and expressly reserved to us in the subscription  agreement
you will  sign to  subscribe  for  shares of Class B common  stock  and  special
membership  interests,  we can  repurchase  all of your shares of Class B common
stock and your special membership  Interest for a total purchase price of $5.00.
We have this  repurchase  right until at least June 29, 2002.  This right may be
extended beyond June 29, 2002 without notice to you. See "Business of Pro-Fac."

     A  member's  share of  proceeds  may be less  than CMV and may be less than
proceeds paid to members of the Class A members' patronage pool.

     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
AgriFrozen's cost of producing such crops, since CMV is determined by supply and
demand in the marketplace.  Under our marketing and facilitation  agreement with
AgriFrozen,  if AgriFrozen  experiences a loss on products  processed from crops
supplied  by our  Class B  members,  this  loss  will be  deducted  from the CMV
AgriFrozen  would  otherwise pay to us for  distribution to our Class B members.
AgriFrozen's  ability to pay us the CMV of crops supplied by our Class B members

<PAGE>

will  depend  upon the  overall  profitability  of  AgriFrozen.  There can be no
assurance  that  AgriFrozen  will be able to pay the CMV of our Class B members'
crops.

     Moreover, there can be no assurance that proceeds paid by us to our Class B
members for their crops will be equal to or greater  than  proceeds  paid to our
Class A members, since the total proceeds payable to us for our Class A members'
crops is dependent upon the overall profitability of Agrilink.  See "Business of
Pro-Fac."

     We own 100% of the voting stock of AgriFrozen.

     We own 100% of  AgriFrozen's  common  stock.  All  voting  power is  vested
exclusively in the holders of AgriFrozen's  common stock. The only voting rights
the  holders of  AgriFrozen's  preferred  stock have are those  required by law,
which  essentially  means that if AgriFrozen  wants to change its certificate of
incorporation in a way that would materially and adversely affect the holders of
its preferred  stock,  then  AgriFrozen  would have to obtain the approval of at
least 2/3 of the outstanding  shares of its preferred stock.  This means that we
have the effective ability to elect all of AgriFrozen's  directors and determine
the outcome of  practically  all  matters  submitted  to a vote of  AgriFrozen's
stockholders. See "AgriFrozen."

     Dividends  payable  to  AgriFrozen's   preferred  stockholder  will  reduce
AgriFrozen's  earnings and, thereby reduce the amount of patronage proceeds,  if
any, distributable to our Class B members.

     Beginning in fiscal 2010 the holder of AgriFrozen's preferred stock will be
entitled  to  receive  cumulative,  cash  dividends,  if and  when  declared  by
AgriFrozen's  board of  directors,  in an  amount  equal to $35 per  share.  Any
payment of  dividends  will  reduce the amount of  patronage  proceeds,  if any,
distributable to our Class B members.

     Our Class B common stock is subordinated in liquidation.

     Under our restated certificate of incorporation and bylaws, in the event of
our liquidation,  dissolution or winding-up, the holders of Class B common stock
will not be entitled to be paid unless and until all the holders of our retains,
preferred stock, Class A common stock and special membership interests have been
paid in full. See "Description of Pro-Fac Securities."

     Our Class B common stock has potentially different dividend rights than our
Class A common stock.

     Our  restated  certificate  of  incorporation  provides  that our  board of
directors  may declare  and pay  dividends  on our Class A common  stock and not
declare or pay  dividends on our Class B common  stock.  Moreover,  our board of
directors  is  permitted  to pay the holders of Class A common stock and Class B
common stock different dividends amounts.

     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."


<PAGE>


     Possible  discontinuance  of crops;  no  redemption of Class B common stock
until termination of our repurchase right.

     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 Class B members  affected  would be required to sell all of their shares
of Class B 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.
However,  we have no intention  of  redeeming  shares of Class B common stock so
long as our right to repurchase your equity interests in Pro-Fac is outstanding.
If we exercise our repurchase  right, we will only be required to pay a total of
$5.00 to each Class B member to  exercise  our right.  In such an event you will
not  receive the $5.00 per share par value for your  shares.  Assuming we do not
exercise  our right to  repurchase,  a Class B member  could be inactive  for an
extended period of time without a readily available market for his shares.

     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 of the  particular  pool affected or the associated
growers of such pool.

     Although it is not currently uncommon for Class A members to be temporarily
inactive,  it would be  uncommon  if we were to require a  permanently  inactive
member  or a member  whose  quantity  of crop  deliveries  has been  permanently
reduced to maintain his common stock  ownership for an extended  period of time.
This may be the case with our Class B members  if, at the time of the  permanent
reduction, our repurchase right has not terminated. See "Business of Pro-Fac."

     AgriFrozen's   substantial   leverage  and  financing   restrictions  could
adversely  affect  AgriFrozen's   operations  and  place  it  in  a  competitive
disadvantage.

     AgriFrozen  is highly  leveraged.  In order to finance the  acquisition  of
Agripac's  frozen  vegetable  processing  business,  AgriFrozen  incurred  $78.9
million of bank debt.  Moreover,  the CoBank credit facility contains  covenants
imposing  a number of  operating  and  financial  restrictions  on  AgriFrozen's
business.   AgriFrozen's   indebtedness   and  the   operational  and  financial
restrictions imposed on its operations under the CoBank credit facility may have
important consequences, including the following:

     1.   AgriFrozen's  ability  to  obtain  additional  financing  for  working
          capital   needs,   including   seasonal   working   capital,   capital
          expenditures,  general  corporate  purposes or other purposes,  may be
          impaired. For example, the CoBank credit facilities:

          (a)  limit AgriFrozen's ability to:

                    make capital expenditures,  which might include improvements
                    to its facilities or acquisitions of machinery,

                    incur additional indebtedness,

                    incur or maintain liens,

                    enter into  transactions  with affiliates or unrelated third
                    parties,

                    incur  administrative  expenses,  and


<PAGE>

                    merge,  consolidate or sell substantially all of its assets;
                    and

          (b)  require AgriFrozen to maintain specified levels with regard to:

                    its EBITDA,  which is defined in the CoBank credit  facility
                    as AgriFrozen's  pre-tax income or loss,  excluding one time
                    gains or  losses  and  extraordinary  items,  plus  interest
                    expense, depreciation and amortization, and

                    its leverage ratio, which is the extent of AgriFrozen's debt
                    obligations  in relation  to its cash flow to service  those
                    obligations.

     2.   AgriFrozen is more highly  leveraged than several of its  competitors.
          As a result,  it must devote a greater  percentage of its cash flow to
          the payment of debt, rather than reinvestment into its business,  when
          compared  to  its   competitors.   This  may  place  AgriFrozen  at  a
          competitive disadvantage.

     For these reasons,  AgriFrozen's  substantial  degree of  indebtedness  may
limit its flexibility in planning for or reacting to changing market conditions,
reduce  its  ability  to  withstand  competitive  pressures  and  make  it  more
vulnerable to a downturn in general economic conditions or in its business.  See
"AgriFrozen."

     AgriFrozen's  ability to service its indebtedness  could affect its ability
to pay CMV.

     AgriFrozen's  interest liability under the CoBank revolving credit facility
and  term  loan   facility  is  capped  at  $5.5   million   per  fiscal   year.
Notwithstanding   this  fact,   Agrilink  must  service  its  debt  obligations.
AgriFrozen's  ability to make interest payments under the CoBank credit facility
will depend on AgriFrozen's  future operating  performance.  Interest expense is
included in determining  AgriFrozen's  earnings or losses on products  processed
from crops supplied by our Class B members.  Losses on Pro-Fac  products will be
deducted  from CMV  otherwise  payable  to us for  distribution  to our  Class B
members. There can be no assurance that AgriFrozen's business will generate cash
flow at levels  sufficient to meet its debt service  requirements and still have
cash flow to pay CMV.

     In addition,  in the event AgriFrozen is unable to generate sufficient cash
flow from  operations  to service  its debt  obligations  and to meet other cash
requirements, it may be required to sell assets, reduce capital expenditures, or
obtain additional financing. There can be no assurance that any such asset sales
would be possible or that any  additional  financing  would be available,  if at
all, on terms acceptable to AgriFrozen.  Factors which could affect AgriFrozen's
access to the capital markets, or the cost of such capital, include:

          Pro-Fac's  and  Agrilink's  refusal  and/or  inability to guarantee or
          secure any indebtedness of AgriFrozen;

          changes in interest rates;

          general economic conditions; and

          its results of operations,  leverage, financial condition and business
          prospects. See "AgriFrozen."

     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

<PAGE>

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 or  distribution  equal to that  amount.
Non-qualified  retains are included in a member's  taxable income only when they
are redeemed. See "Business of Pro-Fac."

     The transferability of Class B common stock is severely restricted.

     The  Class B common  stock  may  only be  transferred  to us and,  with our
consent,  to  other  Class B  members.  Until  the  expiration  of our  right to
repurchase  all our Class B common stock and special  membership  interests,  we
have no intention  of redeeming  our Class B common stock in the event a Class B
member  desires to stop  growing  crops or desires to decrease  the  quantity of
crops grown.  Therefore,  while Class A members who desire to stop growing crops
or who desire to decrease  the quantity of crops to be delivered to us will have
us as a source to purchase their Class A common stock,  until termination of our
repurchase  right,  Class B  members  will only have  other  Class B members  as
potential purchasers of their shares.

     The transferability of special membership interests is severely restricted.

     The special  membership  interests are  non-transferable  without our prior
approval.  They do not bear interest and have no dividend rights. You may not be
able to sell your special membership  interest in the event you are ever in need
of an  immediate  source of cash.  Moreover,  you may not be able to pledge your
special membership interest as collateral for loans.

     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. As with the special membership  interests,  you may not
be able to readily  sell your  non-qualified  retains  for cash,  or pledge your
non-qualified retains as collateral for loans.

     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 redeemed  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.


<PAGE>


     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 frozen vegetable processing
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;  however,
shortages could result in supplies being  insufficient to meet our requirements.
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,
          supercenters  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 to its products.
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.

Competition in food processing industry.

     The products of AgriFrozen,  including  those processed from crops supplied
by us, compete with those of national and major regional food  processors  under
highly competitive  conditions.  Many national  manufacturers have substantially
greater resources than AgriFrozen. As a result, these national manufacturers may
be able to  afford  to  update  their  processing  facilities  with new and more
efficient  equipment  more often then  AgriFrozen  and may be able to spend more
money on advertising and marketing their products than AgriFrozen.


<PAGE>

     It is anticipated that AgriFrozen will purchase all of its requirements for
nonagricultural products, such as containers, on the open market. Although it is
not  expected  that  AgriFrozen  will  experience  any  difficulty  in obtaining
adequate supplies of these  nonagricultural  items,  occasional periods of short
supply of certain  materials  could occur  which  could have a material  adverse
effect  on  the  AgriFrozen's  business,  financial  condition  and  results  of
operations.

Environmental risks; compliance with environmental laws.

     AgriFrozen.  AgriFrozen's purchase of Agripac's frozen vegetable processing
business  in  a  bankruptcy   proceeding  may  not  have  extinguished   certain
liabilities of the business,  including  environmental  liabilities.  As part of
AgriFrozen's  acquisition of Agripac's  frozen  vegetable  processing  business,
CoBank  agreed  to  provide  AgriFrozen  with a total  of $4.0  million  to fund
environmental  remediation expenses. Phase I environmental audits were performed
on the facilities acquired from Agripac,  including leased properties.  A number
of environmental conditions requiring remedial action have been identified,  but
we believe that the total cost to remediate those conditions will not exceed the
$4.0  million to be paid by CoBank.  There can be no  assurance,  however,  that
additional  environmental  liabilities do not exist, or that the $4.0 million of
environmental  remediation  credit will be  sufficient to cover all the remedial
costs that may be associated with any environmental clean-up activities required
at such facilities.  Environmental  liabilities  could cause AgriFrozen to incur
significant  expenses for  remediation  or clean-up  regardless  of fault.  Such
liabilities  could  have a material  adverse  effect on  AgriFrozen's  business,
financial condition and results of operations.

     In addition,  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,
which  expenditures  could  have a  material  adverse  effect  on our  business,
financial condition and results of operations.

     Pro-Fac. As a stockholder of AgriFrozen,  third-parties may seek to hold us
responsible  for  the  environmental  liabilities  of  AgriFrozen's  facilities.
Although  we do not believe  that there would be any basis for such a claim,  we
may be required to expend resources defending such a claim.

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.


<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 and AgriFrozen 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.

     Restrictions  imposed by terms of Agrilink's  indebtedness  could adversely
affect our operating flexibility and default could impair our operations.

     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;
<PAGE>

          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;

          Agrilink is required to make annual  principal  payments 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 rate interest.  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 its 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,  on a consolidated basis, 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 or in our business.

                       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 B Common  stock and special  membership
interests.  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 and Agrilink are required to file periodic reports and other information
with the SEC under the  Securities  Exchange Act.  Accordingly,  we and Agrilink
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

<PAGE>

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;
          and

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


     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.  The filing is also available to you, without charge,  directly
from us. 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  AgriFrozen's  business  operations,  strategies and future
financial performance.

     The  forward-looking  statements  are subject to risks,  uncertainties  and
assumptions  about us,  AgriFrozen and Agrilink 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 and, in
particular, AgriFrozen's ability to achieve its goals are:

          AgriFrozen's  ability  to  successfully  transition  from  a  start-up
          company to an operating company;

          AgriFrozen's ability to service its indebtedness;

          the impact of strong competition in the food industry; and

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

     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.


<PAGE>


                                 USE OF PROCEEDS

     We will not  receive  any cash  proceeds  from the  issuance of our Class B
common stock or special membership interests.

                         DETERMINATION OF OFFERING PRICE

     As is described  below, the number of shares of Class B common stock issued
to a particular grower will be based on the quantity and type of crop the grower
has  committed  to deliver to  AgriFrozen,  as  outlined  in the  grower's  crop
delivery  agreements with AgriFrozen for the 2000 and 2001 growing seasons.  The
value of a grower's  special  membership  interest will be determined based on a
percentage of the particular  grower's historic equity interest in Agripac.  Our
board of directors has determined,  in  consideration of our right to repurchase
all of our Class B common  stock and special  membership  interests  for a total
consideration  of  $5.00  per  Class  B  member,  that  the  value  to us of the
commitments of the prior member-growers of Agripac to deliver crops for the 2000
and 2001 growing  seasons,  insuring us a  continuous  supply of raw product for
those growing seasons, and to agree to the assignment of their general marketing
agreements and crop delivery agreements by AgriFrozen, is $16.0 million.

                              PLAN OF DISTRIBUTION

The Offering.

     We are offering  shares of our Class B common stock and special  membership
interests   exclusively  to  growers  who  are  currently  under  contract  with
AgriFrozen to deliver  certain  quantities and types of crops for the 1999, 2000
and 2001 growing  seasons.  These  growers  were  previously  member-growers  of
Agripac.

     Subscribers  of our Class B common  stock  will  become  Class B members of
Pro-Fac. As consideration for our issuance of shares of our Class B common stock
to a particular grower, the grower will be required to consent to the assignment
by AgriFrozen of his crop delivery agreements to us and agree to the termination
of his  right to  cancel  his crop  delivery  obligations  for the 2000 and 2001
growing  seasons.  The number of shares of Class B common  stock  issuable  to a
grower will be based upon the quantity and type of crop the grower  currently is
committed to supply to AgriFrozen.

     In addition to shares of Class B common stock, a subscriber-grower  will be
issued a  special  membership  interest.  The  value of the  special  membership
interests  issued  to  the   subscriber-grower   will  be  determined  based  on
approximately 58% of the grower's historic equity interest in Agripac,  less the
total  number of  shares  of Class B common  stock  being  issued to the  grower
multiplied by the par value of the shares, $5.00.

     The  number of  shares of Class B common  stock to be issued to a grower is
determined in a four step process.  First, we determine the average CMV over the
past four years for the particular  crop to be delivered by the grower.  Second,
that average CMV is  multiplied by 25% and the product is rounded to the nearest
whole number divisible by $5.00, the par value of our common stock.  This is the
investment rate. Third, the investment rate is multiplied by the number of acres
of the crop the  grower has  committed  to  deliver.  Finally,  that  product is
divided by $5.00,  the par value of our common stock, to determine the number of
shares  of common  stock  issuable  to the  grower.  If we  assume a grower  has
committed  to deliver 100 acres of sweet corn to  AgriFrozen  and had a $100,000
historic equity  interest in Agripac,  the grower will be issued 3,900 shares of
Class B common stock.

<PAGE>


         The four step  process  described  above is applied  to our  example as
follows:


Step 1:     Four year average CMV for sweet corn   =   $775
Step 2:     $775 x 25% = investment rate           =   $195
Step 3:     Investment rate ($195) x Acres (100)   =   $19,500
Step 4:     $19,500/$5 par value per share         =   3,900 shares

     In addition,  the grower in our example  will receive a special  membership
interest with a value of $38,500.  This value is determined by  multiplying  58%
times the grower's  historic equity interest in Agripac.  The result is $58,000.
From this number,  subtract the par value,  $5.00 per share, of the 3,900 shares
of Class B common stock the grower will receive,  58,000 - 19,500, which results
in the $38,500 value of the special membership  interest.  The shares of Class B
common   stock  and  the   special   membership   interest   issuable   to  each
subscriber-grower  under the foregoing  formula,  will be issued  subject to our
right to  repurchase  all of the  shares  of our  Class B common  stock  and the
special  membership  interest  issued  to  the   subscriber-grower   solely  and
exclusively for a total consideration of $5.00 payable to the subscriber-grower.

     Together with this prospectus,  each  subscriber-grower in this offering is
receiving an individualized subscription agreement that sets out:

          the subscriber's historic equity interest in Agripac,

          the  number of shares of Class B common  stock that would be issued to
          him based on his acreage and crop commitment, and

          the value of his special membership interest.

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 B common stock and special membership interests
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, V.P. 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 B common  stock and special  membership  interests  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.


<PAGE>


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

     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.

                                   AGRIFROZEN

     AgriFrozen  was  incorporated  under  the laws of the  State of New York in
January 1999.  AgriFrozen's  capital  stock  consists of 20,000 shares of common
stock,  $1.00 par value per share,  and 20,000  shares of preferred  stock,  par
value $1.00 per share. As of the date of this prospectus, 1,000 shares of common
stock  were  issued  and  outstanding  and  owned by us,  and  16,000  shares of
preferred stock were issued and  outstanding and owned by PFA Northwest  Growers
Cooperative, Inc. AgriFrozen's common stock is voting and its preferred stock in
non-voting,  except to the extent required by law. The preferred stock does rank
senior to the common stock with respect to dividends commencing after the fiscal
year  ending  June 2004 and with  respect to  liquidation  rights.  One  hundred
percent  of the  capital  stock of PFA  Northwest  Growers  is  owned by  former
member-growers of Agripac.

     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 private labels.  Under trademark  licensing
agreements with Ore-Ida Foods, Inc., AgriFrozen will sell 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,  will be sold under the Tendekrisp  and Ore-Ida  trademarks and some of
its frozen stew vegetable  products will be marketed and  distributed  under the
Ore-Ida trademark.  In addition,  under its co-packing  agreement with Agrilink,
AgriFrozen  will  process  and  package 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 constituted  approximately  $30.0 million
of AgriFrozen's total sales for the 1999 fiscal year.

     AgriFrozen  owns four  facilities  and leases two. A  description  of these
facilities is listed below.

                                                 Approximate        Owned/
 Location                      Use              Square Footage      Leased

Salem, Oregon              Headquarters              8,981          Owned

                           Frozen vegetable
                           processing              110,000          Owned

Woodburn, Oregon           Frozen vegetable
                           processing              388,000          Owned

                           Distribution and
                           packaging               385,000          Leased

Grandview, Washington      Frozen vegetable
                           processing               62,069          Leased

Walla Walla, Washington    Frozen vegetable
                           processing              102,000          Owned


<PAGE>


     The location of these facilities  provides growers in Oregon and Washington
with a regional  market for their crops and provides  AgriFrozen with a regional
source of raw agricultural products. Finished products are distributed primarily
in the western United States through a regional network of distribution  centers
and food brokers.  Some of AgriFrozen's  finished  products will be marketed and
distributed  by Agrilink  under the service  agreement  between  AgriFrozen  and
Agrilink.  AgriFrozen's  customers  include  supermarket  chains in the  western
United States,  including Kroger and Safeway,  as well as food service providers
such as Sysco and Alliant Food Service.

     It is expected that  AgriFrozen  and Agrilink will enter into  arm's-length
co-packing  agreements or similar  agreements  whereby AgriFrozen might pack and
distribute  finished  products to  customers  of Agrilink in the western  United
States and Agrilink might pack and distribute  finished products to customers of
AgriFrozen in the eastern United States. These type of arrangements are expected
to enable both AgriFrozen and Agrilink to reduce their respective  freight costs
associated with the shipment of finished product.

     Under the marketing  and  facilitation  agreement  between  AgriFrozen  and
Pro-Fac, the board of directors of AgriFrozen is required to consist of:

          at least three and as many as five directors who are  individuals  who
          currently  serve  as  directors  of  Pro-Fac  and  who are  chosen  by
          Pro-Fac's board of directors,

          one director who is nominated by the  president of Agrilink from among
          Agrilink's management employees and

          any  number of  disinterested  directors  who are to be  elected  from
          individuals recommended by the president of Agrilink.

     Individuals  who are  employees  or  shareholders  of Pro-Fac,  Agrilink or
AgriFrozen  cannot  be  disinterested  directors  of  AgriFrozen.  Disinterested
directors of Agrilink are, however, eligible to serve as disinterested directors
of AgriFrozen.  The marketing and facilitation agreement also reserves to us the
right to elect additional  directors to AgriFrozen's board of directors from our
Class B members. These individuals would serve as either directors or ex officio
directors of AgriFrozen.

     The  following  table  provides  certain  information  with  respect to the
executive officers, directors and certain other key employees of AgriFrozen. All
of the executive  officers and directors of AgriFrozen  are either  officers and
directors of Pro-Fac or Agrilink, or both.

            Name                       Position(s) held at AgriFrozen

Directors and Executive Officers

     Dennis M. Mullen                  President and Director
     Earl L. Powers                    Vice President and Treasurer
     William D. Rice                   Vice President and Secretary
     Stephen R. Wright                 Vice President and Assistant Secretary
     Bruce R. Fox                      Director
     Paul E. Roe                       Director
     Steven D. Koinzan                 Director
     Tom R. Croner                     Director
     Walter F. Payne                   Director



<PAGE>


Other Key Employees
     Charles G. Smutny                 General Manager
--------------

     Dennis M. Mullen is the president and chief executive officer and a
director of Agrilink.  He has served as president  and chief  executive  officer
since January 1997 and has served as a director since May 1996. From May 1996 to
January  1997,  Mr.  Mullen  was the chief  operating  officer of  Agrilink  and
executive vice president of Agrilink from January 1996 until January 1997.  From
March 1993 to May 1996 Mr. Mullen was president and chief  executive  officer of
Agrilink's  Curtice  Burns  Foods  division.  He was senior vice  president  and
business unit manager food service of Curtice Burns Foods  division from 1991 to
1993, and senior vice  president-custom  pack sales for  Agrilink's  Nalley Find
Foods division from 1990 to 1991. Prior to his employment with Agrilink, Mr.
Mullen was president and chief executive officer of Globe Products Company.

     Earl L. Powers is the executive vice president and chief financial  officer
of Agrilink.  He has served in these  positions  since February 1997. Mr. Powers
was vice  president  and  corporate  controller  of Agrilink  from March 1993 to
February 1997, and vice president finance and management  information systems of
Agrilink's Curtice Burns Food division from 1991 to March 1993. Prior to joining
Agrilink,  Mr.  Powers was  controller  of various  divisions  of the  Pillsbury
Company  and  held  various  executive  management  positions  at the  Pillsbury
Company.

     William D. Rice is the  secretary  and senior vice  president  of strategic
development of Agrilink. He has served as secretary since 1989 and has served as
senior vice  president of strategic  development  since  February 1997. Mr. Rice
served as chief financial officer of Agrilink from 1969 to February 1997. He was
treasurer  of  Agrilink  from 1975 to 1996,  and vice  president  -  finance  of
Agrilink from 1969 to 1991.

     Stephen R. Wright is the general manager and assistant treasurer of Pro-Fac
and an  executive  vice  president  agriculture  of  Agrilink.  He has served as
general manager of Pro-Fac since March 1995.  Prior to becoming general manager,
he served as assistant general manager from November 1994. Mr. Wright has served
as the  assistant  treasurer  of  Pro-Fac  since  March  1995.  He has served as
executive  vice  president  agriculture  of Agrilink since November 1996. He was
senior vice  president -  procurement  of Agrilink  from  November 1994 and vice
president - procurement of Agrilink from 1990 to November 1994, having served as
director of  commodities  and  administration  services of Agrilink from 1988 to
1990.

     Bruce R. Fox is the  president  and a director of Pro-Fac and a director of
Agrilink.  Mr. Fox has served as a director of Pro-Fac since 1974 and has served
as a director of Agrilink  since November 1994. He was treasurer of Pro-Fac from
1984 until March 1995 at which time he was elected president. Mr. Fox has been a
member of Pro-Fac  since 1974. He is a fruit and  vegetable  grower (N.J.  Fox &
Sons, Inc., Shelby, Michigan).

     Paul E. Roe is a director  of  Pro-Fac.  He has served as a director  since
1986. He has been a member of Pro-Fac since 1961. Mr. Roe is a vegetable,  grain
and dry bean farmer (Roe Acres, Inc., Bellona, New York).

     Steven D. Koinzan is the treasurer and a director of Pro-Fac and a director
of Agrilink. Mr. Koinzan has served as treasurer of Pro-Fac since March 1995 and
as a director  of Pro-Fac  since  1983.  He has served as a director of Agrilink
since  November 1994. Mr. Koinzan served as secretary of Pro-Fac from March 1993
until March 1995. He has been a member of Pro-Fac since 1979.  Mr.  Koinzan is a
popcorn, field corn and soybean farmer (Koinzan Farms, Norden, Nebraska).



<PAGE>


     Tom R. Croner is the secretary and a director of Pro-Fac.  He has served as
secretary  since March 1995 and has served as a director  since 1985. Mr. Croner
has been a member of Pro-Fac since 1973. He is a dairy and potato farmer (T-Rich
Inc., Berlin, Pennsylvania).

     Walter F. Payne is a disinterested director of Agrilink. He has served as a
director  since  January 1996.  Mr. Payne is the  president and chief  executive
officer of Blue Diamond Growers and has served in these  capacities  since 1992.
He held various  positions at Blue Diamond  Growers  between 1973 and 1992.  Mr.
Payne  currently  serves  on the  board  of  directors  of the  Almond  Board of
California and the International Nut Council, a board alternate for the National
Council of Farmer Cooperatives, and as a member of the Board of Trustees for the
Graduate Institute of Cooperative Leadership.

     Key Employees

     Charles G. Smutny  served as the  president of Agripac from July 1998 until
February  1999.  Prior to becoming  president  of Agripac he served as executive
vice  president of sales and marketing  from December 1995 until his election as
president.  From  1985  until  1995,  Mr.  Smutny  served as vice  president  of
operations    and    international    sales    of   S&W   Fine    Foods,    Inc.
---------------------------

Director  Compensation.  Members of the board of  directors  of  AgriFrozen  are
reimbursed  for their  expenses  incurred in  connection  with any board meeting
attended.  AgriFrozen  does not  currently  anticipate  paying its directors any
directors' fees for serving as directors of AgriFrozen.

Executive  Compensation.  AgriFrozen  does not currently  anticipate  paying its
executive  officers  any  compensation  for  serving as  executive  officers  of
AgriFrozen.

     Marketing  and  Facilitation  Agreement.  The  marketing  and  facilitation
agreement between  AgriFrozen and Pro-Fac provides that AgriFrozen will purchase
raw product from us,  process the raw product and market the finished  processed
products.  AgriFrozen is permitted to determine  under which label or labels the
finished  products  will be  marketed  and the  price at which it will  sell the
products.

     The  amount  and  type  of raw  product  we are  obligated  to  deliver  to
AgriFrozen and AgriFrozen is obligated to purchase from us is determined by both
our board of directors and  AgriFrozen's  board of directors on an annual basis.
The two boards will make this annual  determination upon the recommendation of a
joint  committee,  comprised of the chief  executive  officer of Agrilink and an
equal number of Pro-Fac  directors and  disinterested  directors.  Disinterested
directors  serving on the joint committee may not be employees,  shareholders or
affiliates of either Agrilink, AgriFrozen or Pro-Fac, but may be a disinterested
director of Agrilink.

     AgriFrozen will pay us the CMV of the crops sold by us to it.  However,  in
the event  AgriFrozen  experiences  any losses on products  processed from crops
supplied  by our Class B members,  AgriFrozen  will  deduct the losses  from the
total CMV otherwise  payable to us. In any year in which AgriFrozen has earnings
on any Pro-Fac  products,  AgriFrozen  will  distribute  its earnings from those
Pro-Fac  products  to our  Class  B  members.  The  marketing  and  facilitation
agreement  permits  AgriFrozen to pay 20% of its earning on Pro-Fac  products in
cash and retain 80% of its earnings as working capital.

     We are under no  obligation to distribute to our Class B members the entire
amount of any earnings paid to us in excess of CMV.

     Service  Agreement.  AgriFrozen  has entered into a service  agreement with
Agrilink.  Under the terms of the service agreement Agrilink provides AgriFrozen
with  administrative   services  and  certain  management  consulting  services.

<PAGE>

AgriFrozen's  outsourcing of these services to Agrilink is expected to result in
efficiencies and savings in selling,  general and administrative  expenses.  The
types of administrative services covered in the service agreement include:

          financial and accounting services,

          assistance in purchasing and entering orders,

          assistance  related  to  human  resource  and  employee  benefit  plan
          matters,

          assistance in research and development,

          agricultural  services,  which may include  planting,  harvesting  and
          hauling crops,

          computer and information systems services,

          customer relations, and

          engineering services.

     The  management  consulting  services  are limited to  providing  advice to
AgriFrozen from time to time as requested by AgriFrozen.

     AgriFrozen  will pay Agrilink $1.0 million each year for its  services.  In
addition, in any year AgriFrozen's EBITDA exceeds $12.0 million, AgriFrozen will
pay  Agrilink a  supplemental  payment  equal to 40% of the excess.  The service
agreement  defines  EBITDA as the sum of pre-tax  income or loss plus  interest,
amortization  and  depreciation  expenses,  plus all other  non-cash  items that
reduces  AgriFrozen's income, plus amounts payable to Agrilink under the service
agreement,  even though  actual  payment has not been made,  minus all  non-cash
items that increased AgriFrozen's net income.

     The service  agreement  terminates in June 2002 unless extended by Agrilink
and AgriFrozen.

     In addition to  realizing  savings on selling,  general and  administrative
expenses as a result of the service agreement with Agrilink,  AgriFrozen expects
to realize  savings in  manufacturing  overhead  expenses by  processing  frozen
vegetable  product in four facilities,  as opposed to six processing  facilities
used by Agripac.  Savings  from this planned  consolidation  are not expected to
have any immediate  impact on AgriFrozen's  operations.  The terms of the CoBank
credit  facility  are also  expected to  contribute  favorably  to  AgriFrozen's
operating results.  The credit agreement caps AgriFrozen's annual total interest
liability at $5.5 million.

Acquisition of the Frozen Vegetable Processing Business of Agripac.

     On February 23, 1999,  AgriFrozen acquired  substantially all of the assets
of Agripac related to its frozen vegetable processing business, including:

          accounts receivable;

          an  administration  building  and three  frozen  vegetable  processing
          facilities, including associated equipment;

          Agripac's frozen vegetable inventory; and


<PAGE>

          leases relating to an additional frozen vegetable  processing facility
          and a distribution  and packaging  facility,  as well as equipment and
          operating leases associated with the facilities.

     With the exception of continuing  performance  obligations  under contracts
specifically  assigned to AgriFrozen,  AgriFrozen did not assume any liabilities
of Agripac.

     The net  purchase  price  for  the  assets  was  $80.5  million,  including
expenditures of $7.8 million,  consisting of cash payments of approximately $6.4
million to prior  member-growers  of  Agripac to induce  them to enter into crop
delivery agreements with AgriFrozen,  and transaction expenses and miscellaneous
costs totaling $1.4 million.  AgriFrozen  also expects to pay an additional $1.2
million  in  severance   costs   associated   with  the   acquisition   and  the
implementation of AgriFrozen's  business plan. All but $8.0 million of the total
acquisition price was financed by CoBank. The balance was paid by AgriFrozen.

     Agripac Inc.

     Agripac is an Oregon cooperative  headquartered in Salem,  Oregon. Prior to
its  bankruptcy in January 1999, it produced a wide variety of canned and frozen
vegetable and fruit products,  with a concentration in green beans,  sweet corn,
peas, table beets and carrots. Its raw product was supplied by approximately 200
member-growers.  For its fiscal  year ended  March 31,  1998,  Agripac's  frozen
vegetable   processing   business  sales  were  $130.0   million,   constituting
approximately 72% of its total net sales of approximately $180.0 million.

     In 1997,  Agripac became one of the largest co-packers of Birds Eye labeled
frozen  vegetable  products  through a  co-packing  agreement  with  Dean  Foods
Vegetable  Company.  Pursuant to that  agreement,  Agripac  became the exclusive
supplier of Birds Eye label products in the Northwestern  United States.  DFVC's
rights and obligations under the co-packing  agreement were subsequently assumed
by Agrilink as a result of  Agrilink's  acquisition  of DFVC and the  subsequent
merger of DFVC into Agrilink in September  1998.  Agripac was also a party to an
agreement with Ore-Ida Foods,  Inc.,  pursuant to which Agripac  marketed frozen
cob corn and stew  vegetable  blends  under the  Ore-Ida  brand name and through
Ore-Ida's  distribution  channels.  These  agreements,  in modified  form,  were
acquired  as part of  AgriFrozen's  purchase  of the  Agripac  frozen  vegetable
processing   business.   See  "Business  of  Pro-Fac  and  Its   Subsidiaries  -
AgriFrozen."

     Based  on  information   available  to  us  regarding  Agripac's  financial
condition,  Agripac  had  declining  net  income,  operating  margins and profit
margins,  resulting in losses for its 1995,  1996,  1997 and 1998 fiscal  years.
Agripac's low margins did not allow it to service its indebtedness.  As a result
Agripac was paying its members less then market  value for their crops.  In late
1998,  Agripac  was  faced  with an  unwillingness  by its  lenders  to  provide
additional operating loans.

     On January 4, 1999, Agripac filed a voluntary petition for bankruptcy under
Chapter 11 of the Bankruptcy Code in the United States  Bankruptcy Court for the
District of Oregon. On January 22, 1999, Agripac, as debtor-in-possession, filed
a motion with the bankruptcy  court for authority to sell  substantially  all of
the assets comprising its frozen food packaging business,  free and clear of any
liens or  encumbrances  under ss. 363(b) of the  Bankruptcy  Code, to AgriFrozen
under the terms described in the asset purchase agreement.  The bankruptcy court
approved the sale of Agripac's frozen food processing assets to AgriFrozen by an
order entered on February 18, 1999.


<PAGE>


Description of Agrifrozen's Indebtedness

     The Credit Facilities.

     In connection with the acquisition of Agripac's frozen vegetable processing
business,  AgriFrozen  entered into a credit agreement with CoBank.  That credit
facility  consists of a $30.0 million term loan and a revolving  credit facility
of $55.0 million for fiscal 2000 and $50.0 million for each year thereafter.

     AgriFrozen  also entered into a  subordinated  note  agreement with CoBank.
That credit facility consists of a $12.0 million secured subordinated promissory
note.

     In order to  consummate  the  acquisition,  AgriFrozen  borrowed a total of
$36.9 million under the revolving credit  facility,  all $30.0 million under the
term loan facility and issued its $12.0 million promissory note.

     AgriFrozen's obligations under the revolving credit facility, the term loan
facility and the promissory  note, are not guaranteed by Pro-Fac or Agrilink and
are expressly nonrecourse as to Pro-Fac and Agrilink.

     Both the credit  agreement and the  subordinated  note agreement  expressly
recognize  our  ability  to  abandon  or  transfer  our  ownership  interest  in
AgriFrozen under any of the following circumstances:

          1. on June 15, 2002, upon 11 months prior notice; or

          2. at any time before June 29, 2002 if:

               (a)  AgriFrozen  becomes insolvent or is otherwise unable to meet
                    its  obligations  as they become due, as determined by us in
                    our sole, but reasonable, discretion; or

               (b)  any  pre-acquisition  liabilities  of Agripac  are  asserted
                    against  AgriFrozen or any of its affiliates,  including us,
                    and either,

                         no lender under the AgriFrozen  credit facilities is
                         willing to make any  advance to AgriFrozen to  finance
                         costs and expenses associated with the liability; or

                         we determine  that, in light of the liability and
                         associated costs, our continued ownership of AgriFrozen
                         common stock would not be in our best interests.

     In the event we determine to abandon or transfer our ownership  interest in
AgriFrozen it is our  intention to exercise our right to  repurchase  all of our
shares of Class B common stock and special membership interests.

     Our decision to abandon or transfer our ownership interest in AgriFrozen is
an event of default under AgriFrozen's  financing agreements,  which would allow
the lenders to accelerate payment of AgriFrozen's indebtedness.

     Revolving credit facility and term loan facility.

     Both the term loan facility and the  revolving  credit  facility  mature on
June 29, 2002.

<PAGE>

     The term loan facility and the revolving credit facility bear interest,  at
AgriFrozen's  option,  at  CoBank's  cost of funds  plus  4.19%  or at  CoBank's
designated variable rate. CoBank's designated  "variable rate" is defined as the
variable per annum rate of interest so designated from time to time by CoBank as
its national  variable rate.  CoBank's  variable rate is merely a reference rate
and does not  necessarily  represent  the lowest or best rate for  credit  being
extended by CoBank. In no event,  however,  can the total interest  liability to
AgriFrozen exceed $5.5 million in any fiscal year.

     The revolving credit facility is reduced over time as follows:

          Until June 24, 2000 the maximum funds available is $55.0 million, and

          From June 25, 2000 until maturity the maximum funds available is $50.0
          million.

     CoBank  has no  obligation  to fund  advances  under the  revolving  credit
facility in excess of the borrowing base, which is equal to:

     1. 85% of AgriFrozen's accounts receivable, excluding:

               the portion of any account that is more than 60 days past due and
               the  entire  account  if more than 25% of it is more than 60 days
               past due,

               the  portion of any account  that is the subject of any  dispute,
               regardless of the aging of the account, and

               any off-setting or contra accounts, plus


     2. 65% of the value of AgriFrozen's inventory of agricultural products.

     AgriFrozen will pay a revolving credit unused commitment fee equal to 0.50%
per annum  times the  amount by which  the  total  revolving  credit  commitment
exceeds the greater of :

          (a) $50.0 million, or

          (b)  the average daily total of advances  under the  revolving  credit
               facility.

     The term loan  facility  and  revolving  credit  facility  are  subject  to
mandatory prepayment from 100% of the net cash proceeds from asset dispositions,
subject to certain  exceptions,  including the  reinvestment  of the proceeds in
like property.

     In addition,  the  revolving  credit  facility must be reduced by an amount
equal to 75% of the increase in AgriFrozen's  retained earnings at the beginning
of each fiscal year over its retained earnings at the end of that fiscal year.

     AgriFrozen's  obligations under the revolving credit facility and term loan
facility are secured by a first priority lien on  substantially  all existing or
after-acquired assets, tangible or intangible, of AgriFrozen.

     The credit agreement also contains customary  covenants and restrictions on
AgriFrozen's ability to engage in certain activities, including:

          1. limitations on the incurrence of indebtedness and liens;
<PAGE>

          2.   limitations  on   consolidations,   mergers,   sales  of  assets,
               acquisitions  and  transactions  with  affiliates and other third
               parties;

          3.   limitations on the payment of dividends and other distributions;

          4.   restrictions on payments to us and Agrilink;

          5.   limitations  on  capital  expenditures  in any  fiscal  year,  as
               follows:

                    for  the  fiscal  year  ending  June  24,  2000,  up to $2.8
                    million,

                    for  the  fiscal  year  ending  June  30,  2001,  up to $3.6
                    million, and

                    for  the  fiscal  year  ending  June  29,  2002,  up to $3.7
                    million.

          6.   limitations  on  administrative  expenses in any fiscal year,  as
               follows:

                    for  the  fiscal  year  ending  June  24,  2000,  up to $2.0
                    million,

                    for  the  fiscal  year  ending  June  30,  2001,  up to $2.1
                    million, and

                    for  the  fiscal  year  ending  June  29,  2002,  up to $2.1
                    million.

     Under the terms of the credit agreement, CoBank has agreed to pay the first
$4.0 million of any pre-approved remediation costs for environmental liabilities
which arose prior to the acquisition  associated with any of the assets acquired
from Agripac.

     The credit agreement and the subordinated  note agreement contain financial
covenants  requiring  AgriFrozen  to  maintain  a maximum  leverage  ratio and a
minimum level of EBITDA.

     Subordinated promissory note.

     AgriFrozen  issued to CoBank  its  subordinated  promissory  note for $12.0
million  aggregate  principal amount due February 22, 2014.  Beginning March 31,
2009, equal,  quarterly  payments of principal in an amount equal to 2.5% of the
principal balance outstanding on March 31, 2009, are due on the last day of each
calendar  quarter.  Interest  on the  subordinated  promissory  note is  payable
quarterly in arrears beginning  February 22, 2004 through February 22, 2009 at a
rate per annum of 5% and at a rate of 7% thereafter. Because the stated rates on
the note are below market value, AgriFrozen has imputed the appropriate discount
using an effective  interest rate of 13%.  Interest accruing for the period from
February  22,  2004 until  February  22,  2009 is payable  in kind  through  the
issuance by AgriFrozen of additional  subordinated promissory notes identical to
the  subordinated  promissory note in the principal  amount of the interest due.
Interest  accruing after February 22, 2009 is payable in cash. The  subordinated
promissory note may be prepaid at AgriFrozen's option without premium or penalty
at any time, and is mandatorily  prepayable  upon the sale of AgriFrozen,  after
payment of all senior indebtedness.

     The subordinated  promissory note is expressly  subordinate to AgriFrozen's
revolving  credit  facility and term loan. The  subordinated  promissory note is
secured by the assets of AgriFrozen.  Principal and interest on the subordinated
promissory  note may be declared  due and  payable  earlier  than its  expressed
maturity,  but no payment  may be made before the payment in full of all "senior
indebtedness",  which, as defined in the subordinated  promissory note, includes
the revolving credit facility and term loan facility.
<PAGE>
                               BUSINESS OF PRO-FAC

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

Membership.

     Membership  in Pro-Fac is evidenced by the  ownership of our common  stock.
Our common stock is divided into two classes -- Class A common stock and Class B
common stock. Holders of Class A common stock are "Class A members".  Holders of
our Class B common  stock are "Class B  members".  Crops  supplied  to us by our
Class A members are sold to Agrilink for processing at its facilities, and crops
supplied by our Class B members will be sold to AgriFrozen for processing at its
facilities. 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. After completion of this offering we anticipate
that we will  have  approximately  190  Class B members  located  in Oregon  and
Washington. Crops grown by our members and purchased by us include:

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

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

          popcorn.

Regional Representation.

     The business of Pro-Fac is conducted  pursuant to policies  established  by
our board of directors.  The territorial area in which Pro-Fac operates has been
divided  into  geographical  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  geographical  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  geographical  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


<PAGE>

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

     Commodity Committees.

     Commodity  committees  have been  established  for each of the major  crops
marketed  through us. Each committee member is a member of Pro-Fac who grows the
crop or crops with which his committee  represents.  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
geographical areas, commodity committees are established either for the separate
geographical 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:

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


<PAGE>

          2. 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 the board of directors.

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

     If the deliveries of a crop are temporarily pro-rated downward, the members
affected  may,  with the  approval  of our board of  directors,  be offered  the
opportunity  to sell their  excess  common  stock to Pro-Fac.  A Class B member,
however,  would not have the  opportunity  to sell his  shares of Class B common
stock until termination of Pro-Fac's right to repurchase all outstanding  shares
of Class B common stock and special membership interests.

     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.

<PAGE>


     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  AgriFrozen,  will determine
the CMV of our Class B members' crops; and our board of directors, together with
the  board of  directors  of  Agrilink,  will  determine  the CMV of our Class A
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. We operate within 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.

     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.


<PAGE>

     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 Class A members and partially in the form of retains.  In fiscal 1996, Class
A members' cash payments for CMV were reduced by 10%.

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

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

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

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



     Timing of Payments for Crops.  Both  AgriFrozen  and Agrilink 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

<PAGE>

deducting the amount of the advance from the first CMV payment otherwise due the
member for the crop.

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

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

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

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

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

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

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

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

          $2,500 by July 15, 2000.

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

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

<PAGE>

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 the
classification  and/or  the  reporting  of the  patronage-sourced  income by us,
additional  income  taxes  and  interest  could be  assessed  as a result of the
reclassification   of   income   reported   as   patronage-sourced   income   to
non-patronage-sourced income.

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

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

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

     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.
<PAGE>
                        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  that are
important to you.

     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 September 25, 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. Class A common stock may be treated
preferentially with respect to the declaration and payment of dividends over the
Class B common stock. Upon  liquidation,  Class A common stock has priority over
Class B common stock. Any outstanding retains and preferred stock rank senior to
the common stock in respect of liquidation rights and dividend rights.

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

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

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

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

     Required disposition and redemption of common stock.

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

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

          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

<PAGE>

          at the par value, plus any declared but unpaid dividends. With respect
          to Class B members, we do not intend to repurchase any shares of Class
          B common  stock at any time prior to the  termination  of our  express
          right under the  subscription  agreement to  repurchase  all shares of
          Class B common stock.

          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. With  respect to Class B members,  the manner in
          which these  members  will be  entitled to dispose of their  shares of
          Class  B  common  stock  prior  to the  termination  of our  right  to
          repurchase  all  shares of Class B common  stock  will be  limited  to
          transfers to other Class B members.

     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 member or Class B member,  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.  With respect to
Class B  members,  the  expiration  of a  "reasonable  time" will in no event be
earlier than the  termination  of our right to repurchase all our Class B common
stock.

     With  respect to our Class B members,  we have the right from the date that
we issue the shares of Class B common stock until and  including  June 29, 2002,
or some later date if extended by our board of directors,  to repurchase  all of
our outstanding shares of Class B common stock and all of our special membership
interests in consideration of $5.00 payable to each of our Class B members.

     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

<PAGE>

membership  in  Pro-Fac  and  eligible  to own  shares of Class A common  stock.
Similarly,  a member  holding  shares of Class B common stock may only  transfer
shares to another  member  owning  shares of Class B common stock or to a grower
eligible for  membership in Pro-Fac and eligible to own shares of Class B common
stock.

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

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

     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 2/3rds 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.
<PAGE>
     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 $1.00 per share.

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

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

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

     Voting   rights.   The  only  voting   rights  the  holders  of  shares  of
non-cumulative  preferred  stock,  Class A preferred stock and Class B, series 1
cumulative 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  2/3rds 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.

Special membership interests.

     Special membership  interests bear no interest.  They are  non-transferable
without  the  prior  approval  of our  board of  directors.  Special  membership
interests  have no  rights,  including  no voting  or  dividend  rights,  and no
preferences, except that special membership interests rank senior to the Class B
common stock in respect of liquidation rights.

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

<PAGE>

retains for fiscal 1996 or fiscal 1999.  Qualified  retains.  Qualified  retains
bear no  interest,  but five years after  issuance  they  generally  mature into
shares of our Class A cumulative  preferred stock at the discretion of our board
of directors.  One share of Class A cumulative  preferred  stock for each $25 of
qualified  retains is  ordinarily  issued to holders of qualified  retains on or
about December 31 following the completion of the fifth year after allocation of
the qualified retains.  If our board determines,  qualified retains issued prior
to fiscal 1996 may be redeemed  for shares of our Class A  cumulative  preferred
stock, unless the holder specifically requests non-cumulative preferred stock.

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

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

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

<PAGE>

the  summaries  also  indicate  the date upon which they are  anticipated  to be
replaced  by  corresponding   par  value  dollar  amounts  of  preferred  stock.
Additionally,  the investment summaries detail each member's crop commitments to
us.

                                     EXPERTS

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



<PAGE>


                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.

     The following table sets forth expenses in connection with the issuance and
distribution of the Class B common stock and special membership  interests being
registered.  All amounts except the  registration  fee payable to the Securities
and Exchange Commission are estimates.

         SEC Registration Fee                                    $ 6,394.00
         Legal Fees and Expenses                                 $10,000.00
         Accountants Fees and Expenses                           $ 3,500.00
         Printing and Engraving Fees                             $ 3,000.00
         Blue Sky Fees and Expenses                              $ 5,000.00
         Transfer Agent and Registration Fee and Expenses        $     None
         Miscellaneous                                           $ 1,000.00

             Total                                               $28,894.00

Item 15. Indemnification of Directors and Officers.

Pro-Fac Cooperative

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

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

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







<PAGE>


Liability Insurance

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

<TABLE>
Item 16. Exhibits.
<CAPTION>

(a) Exhibits:

<S>       <C>   <C>
3.1(8)    --    Restated Certificate of Incorporation for Pro-Fac Cooperative, Inc.

3.2(8)    --    Pro-Fac Cooperative, Inc. Bylaws.

4.1       --    Subscription Agreement for Shares of Class B Common Stock and Special Membership Interests.

4.2(7)    --    Indenture, dated as of November 18, 1998, between Agrilink Foods, Inc., the Guarantors named therein and IBJ

                Schroder Bank & Trust Company, Inc., as Trustee.
4.3(7)    --    Form of 11 7/8 percent Senior Subordinated Notes due 2008 (included as Exhibit B to Exhibit 4.2).

4.4(2)    --    Indenture, dated as of November 3, 1994 (the "Indenture"), among PFAC, Pro-Fac and IBJ Schroder Bank & Trust
                Cooperative   ("IBJ"),   as  Trustee,  as  amended  by  first Supplemental  Indenture,  dated as of November 3,
                1994,  each with respect to Agrilink's 12.25 percent Senior  Subordinated Notes due 2005.

5.1       --    Opinion of Harris Beach & Wilcox LLP

8.1       --    Opinion of Harris Beach & Wilcox LLP - Tax Matters

10.1(2)   --    Marketing and Facilitation Agreement, dated as of November 3, 1994, between Pro-Fac and Agrilink.

10.2(2)   --    Management Incentive Plan, as amended.

10.3(2)   --    Supplemental Executive Retirement Plan, as amended.

10.4(2)   --    Master Salaried Retirement Plan, as amended.

10.5(2)   --    Non-Qualified Profit Sharing Plan, as amended

10.6(2)   --    Excess Benefit Retirement Plan.

10.7(9)   --    Salary Continuation Agreement - Dennis M. Mullen.

10.8(1)   --    Second Amendment to Non-Qualified Profit Sharing Plan.

10.9(3)   --    Equity Value Plan Adopted on June 24, 1996.

10.10(4)  --    OnSite Services Agreement with Systems & Computer Technology.

10.11(4)  --    Raw Product Supply Agreement with Seneca Foods Corporation.

10.12(4)  --    Reciprocal Co-Pack Agreement with Seneca Foods Corporation.

10.13(5)  --    Second Supplemental Indenture dated November 10, 1997.

10.14(9)  --    Third Supplemental Indenture dated September 24, 1998.

10.15(6) --     Credit  Agreement  among  Agrilink  Foods,  Inc.,  Pro-Fac Cooperative, Inc., and Harris Trust and Savings Bank,
                and Bank of Montreal, Chicago Branch, and the Lenders from time to time party thereto, dated September 23, 1998.

10.16(6)  --    Subordinated Promissory Note among Agrilink Foods, Inc. and Dean Foods Company, dated as of September 23, 1998.

10.17(8)  --    Service Agreement among Agrilink Foods, Inc., and PF Acquisition II, Inc., dated as of February 22, 1999.

10.18(8)  --    Amendment to Marketing and Facilitation Agreement between Agrilink Foods, Inc. and Pro-Fac dated September 23, 1998.

10.19(8)  --    Marketing and Facilitation Agreement, dated as of February 22, 1999, between Pro-Fac and PF Acquisition II, Inc.

10.20(8)  --    Credit Agreement among PF Acquisition II, Inc. and CoBank as administrative agent for the lenders thereunder, dated
                February 22, 1999.

10.21(8)  --    Subordinated Promissory Note among PF Acquisition II, Inc. and CoBank, dated February 22, 1999.
</TABLE>
<PAGE>
<TABLE>
<S>     <C>     <C>
10.22(8) --     Asset Purchase Agreement between PF Acquisition II, Inc., Pro-Fac Cooperative, Inc. and Agripac, Inc., Debtor and
                Debtor-In-Possession dated February 12, 1999.

23.1     --     Consent of PricewaterhouseCoopers LLP regarding Pro-Fac Cooperative, Inc.

23.2     --     Consent of Counsel (included in Exhibit 5.1).

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



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

Item 17. Undertakings.

(a)  The undersigned registrant hereby undertakes:

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

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

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

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

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

<PAGE>


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

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

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































<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant has duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the City of Rochester,  State of New
York, on November 16, 1999.

                            PRO-FAC COOPERATIVE, INC.

                      By:
                                 /s/ Earl L. Powers
                               Name: Earl L. Powers
                               Title: Vice President, Finance and
                                      Assistant Treasurer

                                POWER OF ATTORNEY

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

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

         Signature                      Title                       Date

                                President and Director        November 16, 1999
  /s/ Bruce R. Fox
     (Bruce R. Fox)

                                Treasurer and Director        November 16, 1999
  /s/ Steven D. Koinzan
     (Steven D. Koinzan)

                                Vice President, Finance and   November 16, 1999
  /s/ Earl L. Powers            Assistant Treasurer
     (Earl L. Powers)


                                Assistant Treasurer and
  /s/ Stephen R. Wright         General Manager               November 16, 1999
     (Stephen R. Wright)       (Principal Executive Officer)


  /s/ Dale W. Burmeister        Director                      November 16, 1999
     (Dale W. Burmeister)


  /s/ Robert V. Call, Jr.       Director                      November 16, 1999
     (Robert V. Call, Jr.)
<PAGE>



         Signature                    Title                         Date


  /s/ Glen Lee Chase            Director                      November 16, 1999
     (Glen Lee Chase)

  /s/ Tom R. Croner             Secretary and Director        November 16, 1999
     (Tom R. Croner)

  /s/ Kenneth M. Dahlstedt      Director                      November 16, 1999
     (Kenneth M. Dahlstedt)

  /s/ Robert A. DeBadts         Director                      November 16, 1999
     (Robert A. DeBadts)

  /s/ Kenneth A. Mattingly      Director                      November 16, 1999
     (Kenneth A. Mattingly)

  /s/ Allan W. Overhiser        Director                      November 16, 1999
     (Allan W. Overhiser)

  /s/ Paul E. Roe               Director                      November 16, 1999
     (Paul E. Roe)

  /s/ Darell Sarff              Director                      November 16, 1999
     (Darell Sarff)

<PAGE>


<TABLE>
                                 EXHIBIT INDEX

Exhibit
                         Number Description of Exhibit


(a)  Exhibits:
<CAPTION>


<S>       <C>  <C>
3.1(8)    --   Restated Certificate of Incorporation for Pro-Fac Cooperative, Inc.

3.2(8)    --   Pro-Fac Cooperative, Inc. Bylaws.

4.1       --   Subscription Agreement for Shares of Class B Common Stock and Special Membership Interests.

4.2(7)    --   Indenture, dated as of November 18, 1998, between Agrilink Foods, Inc., the Guarantors named therein and IBJ
               Schroder Bank & Trust Company, Inc., as Trustee.

4.3(7)    --   Form of 11 7/8 percent Senior Subordinated Notes due 2008 (included as Exhibit B to Exhibit 4.2).

4.4(2)    --   Indenture, dated as of November 3, 1994 (the "Indenture"), among PFAC, Pro-Fac and IBJ Schroder Bank & Trust
               Cooperative   ("IBJ"),   as  Trustee,  as  amended  by  first Supplemental  Indenture,  dated as of November 3,
               1994,  each with respect to Agrilink 12.25 percent Senior Subordinated Notes due 2005.

5.1       --   Opinion of Harris Beach & Wilcox LLP

8.1       --   Opinion of Harris Beach & Wilcox LLP - Tax Matters

10.1(2)   --   Marketing and Facilitation Agreement, dated as of November 3, 1994, between Pro-Fac and Agrilink.

10.2(2)   --   Management Incentive Plan, as amended.

10.3(2)   --   Supplemental Executive Retirement Plan, as amended.

10.4(2)   --   Master Salaried Retirement Plan, as amended.

10.5(2)   --   Non-Qualified Profit Sharing Plan, as amended.

10.6(2)   --   Excess Benefit Retirement Plan.

10.7(9)   --   Salary Continuation Agreement - Dennis M. Mullen.

10.8(1)   --   Second Amendment to Non-Qualified Profit Sharing Plan.

10.9(3)   --   Equity Value Plan Adopted on June 24, 1996.

10.10(4)  --   OnSite Services Agreement with Systems & Computer Technology.

10.11(4)  --   Raw Product Supply Agreement with Seneca Foods Corporation.

10.12(4)  --   Reciprocal Co-Pack Agreement with Seneca Foods Corporation.

10.13(5)  --   Second Supplemental Indenture dated November 10, 1997.

10.14(9)  --   Third Supplemental Indenture dated September 24, 1998.

10.15(6)  --   Credit  Agreement  among  Agrilink  Foods,  Inc.,  Pro-Fac Cooperative,  Inc., and Harris Trust and Savings Bank,
               and Bank of Montreal, Chicago Branch, and the Lenders from time to time party thereto, dated September 23, 1998.

10.16(6)  --   Subordinated Promissory Note among Agrilink Foods, Inc. and Dean Foods Company, dated as of September 23, 1998.

10.17(8)  --   Service Agreement among Agrilink Foods, Inc., and PF Acquisition II, Inc., dated as of February 22, 1999.

10.18(8)  --   Amendment to Marketing and Facilitation Agreement between Agrilink Foods, Inc. and Pro-Fac dated September 23, 1998.

10.19(8)  --   Marketing and Facilitation Agreement, dated as of February 22, 1999, between Pro-Fac and PF Acquisition II, Inc.

10.20(8)  --   Credit Agreement among PF Acquisition II, Inc. and CoBank as administrative agent for the lenders thereunder, dated
               February 22, 1999.
10.21(8) --    Subordinated Promissory Note among PF Acquisition II, Inc. and CoBank, dated February 22, 1999.

10.22(8) --    Asset Purchase Agreement between PF Acquisition II, Inc., Pro-Fac Cooperative, Inc. and Agripac, Inc., Debtor and
               Debtor-In-Possession dated February 12, 1999.
<PAGE>

23.1     --    Consent of PricewaterhouseCoopers LLP regarding Pro-Fac Cooperative, Inc.

23.2     --    Consent of Counsel (included in Exhibit 5.1).

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


<FN>

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