<PAGE>

                  Registration Statement No. 33-            

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                 Form S-8
                          Registration Statement
                                   Under
                        The Securities Act of 1933

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

                                 NEW YORK
      (State or other Jurisdiction of Incorporation or Organization)

                                16-6036816
                     (IRS Employer Identification No.)

                              90 Linden Place
                               P.O. Box 682
                         Rochester, New York 14603
                 (Address of principal executive offices)

                         Curtice-Burns Foods, Inc.
                       Employee Stock Purchase Plan
                           (Full Title of Plan)

                              William D. Rice
                         Curtice-Burns Foods, Inc.
                               P.O. Box 681
                         Rochester, New York 14603
                              (716) 383-1850
         (Name, address, including zip code, and telephone number
                including area code, of Agent for Service)

                              with a copy to:
                          David M. Mehalick, Esq.
                        Harris Beach & Wilcox, LLP
                           130 East Main Street
                         Rochester, New York 14604
                              (716) 232-4440
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<TABLE>                                   
                           CALCULATION OF REGISTRATION FEE
                                                                      
<CAPTION>
<S>
<C>               <C>               <C>               <C>               <C>
Title of                                              Maximum
securities        Shares            Offering          Aggregate         Amount of
to be             to be             Price per         Offering       registration
registered        registered        Share             Price               fee

                                                                      
Class B,
Series 1 10%
Cumulative
Preferred
Stock             500,000           $10.00            $5,000,000        $1,724.14

                                                                      


/TABLE
<PAGE>
<PAGE>
                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

      The following documents are incorporated by reference in the
registration statement:

      (a)   The registrant's latest annual report on Form 10-K, or, if the
financial statements therein are more current, the registrant's latest
prospectus, other than the prospectus of which this document is a part,
filed pursuant to Rule 424(b) of the Securities and Exchange Commission
under the Securities Act of 
1933.

      (b)   All other reports filed by the registrant pursuant to sections
13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the annual report or the prospectus referred to in
(a) above.

      All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment to the registration
statement which indicates that all of the shares of common stock offered
have been sold or which deregisters all of such shares then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents. 
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that
a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies
or supersedes such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this registration statement.

ITEM 4.     DESCRIPTION OF SECURITIES.

      General.  When issued, the Class B, Series 1 10% Cumulative Preferred
Stock ("Series 1 Preferred Stock") of Pro-Fac Cooperative, Inc. ("Pro-Fac")
will be validly issued, fully paid and nonassessable.  The holders of the
Series 1 Preferred Stock will not have any preemptive rights.

      Ranking.  The Series 1 Preferred Stock will rank as to dividends and
upon liquidation, dissolution and winding up on 
a parity with the Non-Cumulative Preferred Stock, par value $25.00 per share
("Non-Cumulative Preferred Stock"), and any series of Class A Preferred
Stock ("Class A Series Preferred Stock") of Pro-Fac, and will rank as to
dividends or upon liquidation, dissolution or winding up, or both, on a
parity with any other class or series of capital stock that expressly
provides that it ranks on a parity with the Series 1 Preferred Stock with
respect to dividends or upon liquidation, dissolution and winding up, as the
case may be (collectively, "Parity Dividend Securities" or "Parity
Liquidation Securities").   The Series 1 Preferred Stock will rank senior
with respect to dividends and upon liquidation, dissolution and winding up
to the Common Stock and any other capital stock (other than the Non-
Cumulative Preferred Stock and Class A Series Preferred Stock) that does
not, by its terms, expressly provide that it is senior to or on a parity
with the Series 1 Preferred Stock with respect to dividends or upon
liquidation, dissolution and winding up, as the case may be (collectively,
"Junior Dividend Securities" or "Junior Liquidation Securities").

<PAGE>
<PAGE>
      Dividends.  Holders of shares of Series 1 Preferred Stock will be
entitled to receive, when, as and if declared by the Board, out of assets
of Pro-Fac legally available therefor, cumulative cash dividends at an
annual rate equal to $1.00 per share.  Dividends on the Series 1 Preferred
Stock will be payable annually in arrears on each April 1.  Each such
dividend will be payable to holders of record as they appear on the stock
records of Pro-Fac at the close of business on each March 15 preceding such
dividend payment date, or such other record dates as selected by the Board,
which will not be more than 50 days prior to such payment date.  Dividends
will be cumulative from each dividend payment date, whether or not in any
dividend period or periods there are assets of Pro-Fac legally available for
the payment of such dividends.

      Accumulations of dividends on shares of Series 1 Preferred Stock will
not bear interest.  Dividends payable on the Series 1 Preferred Stock for
any period greater or less than a full dividend period will be computed on
the basis of 360-day year consisting of twelve 30-day months.

      No full dividend and no distribution may be declared by the Board or
paid or set apart for payment by Pro-Fac on the Series 1 Preferred Stock for
any period unless a pro rata portion of the annual dividend anticipated to
be paid on the Non-Cumulative Preferred Stock for the applicable period (in
any event, not less than 6% per annum) has been or is contemporaneously
declared.  In addition, no full dividend and no distribution may be declared
by the Board or paid or set apart for payment by Pro-Fac on the Non-
Cumulative Preferred Stock, Class A Series Preferred Stock or other Parity
Dividend Securities unless full cumulative dividends have been or
contemporaneously are declared and a sum set apart sufficient for such
payment on the Series 1 Preferred Stock for all dividend periods terminating
on or prior to the date of payment of such full dividends on the Non-
Cumulative Preferred Stock, Class A Series Preferred Stock or other Parity
Dividend Securities.  If any dividends are not paid in full upon the shares
of the Series 1 Preferred Stock, the Non-Cumulative Preferred Stock, the
Class A Series Preferred Stock and other Parity Dividend Securities, all
dividends declared for any period upon shares of the Series 1 Preferred
Stock, the Non-Cumulative Preferred Stock, the Class A Series Preferred
Stock, and other Parity Dividend Securities shall be declared ratably in
proportion to accrued dividends on the Series 1 Preferred Stock, the Class
A Series Preferred Stock and other Parity Dividend Securities and the
current period dividend accrual on the Non-Cumulative Preferred Stock.

      Pro-Fac may not declare, pay or set apart for payment any dividend
(other than certain stock dividends) on any of the Junior Dividend
Securities or make any distribution in respect thereof unless full
cumulative dividends on the Series 1 Preferred Stock and Class A Series
Preferred Stock have been or are contemporaneously declared and the
corresponding portion of the current annual dividend on the Non-Cumulative
Preferred Stock is declared as described in the preceding paragraph.

      Redemption.  Pro-Fac has the right, at any time and from time to time,
to redeem the Series 1 Preferred Stock, in whole or in part, at the
redemption price of $10.00 per share, plus, in each case, all dividends
accrued and unpaid on the Series 1 Preferred Stock up to the date fixed for
redemption, upon giving notice at least 30 but not more than 60 days before
the date fixed for redemption.  

      From and after the redemption date (except to the extent Pro-Fac
defaults in the payment of the redemption price), all dividends on the
shares of Series 1 Preferred Stock designated for redemption will cease to
accrue, and all rights of the holders thereof as stockholders of Pro-Fac,
except the right to receive the redemption price thereof, will cease and
terminate.

      Repurchase and Redemption Intentions.  Pro-Fac has stated that it
intends to effect periodic redemptions and repurchases of the Series 1 <PAGE>
<PAGE>
Preferred Stock, subject to the terms and conditions of any applicable law
and any contractual agreements (including financing arrangements) to which
Pro-Fac or its subsidiary, Curtice-Burns Foods, Inc. ("Curtice Burns") is
a party, and to the determination of the Board of Directors of Pro-Fac that
such repurchase or redemption will not have a material adverse effect on the
cash flow or equity of Pro-Fac.

      Subject to the foregoing, Pro-Fac has stated its intention to
periodically redeem all shares of Series 1 Preferred Stock held by former
employees of Curtice-Burns (except retirees who were employed by Curtice
Burns for more than 10 years and who have elected to defer redemption of
shares of Series 1 Preferred Stock held by them).  Pro-Fac has also stated
that it intends, at least once in each fiscal year, to offer to repurchase
at least (a) five percent (5%) of the issued and outstanding shares of
Series 1 Preferred Stock, minus (b) the number of shares of Series 1
Preferred Stock redeemed during such fiscal year.  The repurchase price will
be $10.00 per share or such other price as the Board of Directors of Pro-Fac
shall determine.  

      The Series 1 Preferred Stock will not be subject to any sinking fund
or other binding obligation of Pro-Fac to redeem or retire the Series 1
Preferred Stock.  Unless redeemed by Pro-Fac, the Series 1 Preferred Stock
will have perpetual maturity. 

      Restriction on Transfer.  Pursuant to the terms of the Employee Stock
Purchase Plan, shares of Series 1 Preferred Stock may not be transferred,
except to Pro-Fac pursuant to a repurchase or redemption as described above.

      Restriction on Certain Stock Acquisitions.  Pro-Fac may not purchase,
redeem or otherwise acquire for consideration (other than in a repurchase
of Common Stock of a departing member pursuant to Pro-Fac's Bylaws or in
certain recapitalizations, exchanges or refinancings) any Series 1 Preferred
Stock, Parity Dividend Securities (including the Non-Cumulative Preferred
Stock and Class A Series Preferred Stock), Parity Liquidation Securities,
Junior Dividend Securities or Junior Liquidation Securities unless full
cumulative dividends on the Series 1 Preferred Stock and the Class A Series
Preferred Stock have been or are contemporaneously declared and the
corresponding portion of the current annual dividend on the Non-Cumulative
Preferred Stock is declared as described above.

      Liquidation.  After payment to holders of all outstanding retains, the
holders of the Series 1 Preferred Stock will be entitled to receive, in the
event of any voluntary or involuntary liquidation, dissolution or winding
up of Pro-Fac, $10.00 per share plus an amount equal to all dividends
(whether or not earned or declared) accrued and unpaid thereon to the date
of final distribution to such holders.  Until the holders of the Series 1
Preferred Stock have been paid such liquidation preference in full, no
payment or other distribution will be made on any Junior Liquidation
Securities upon the liquidation, dissolution or winding up of Pro-Fac.  If
amounts available after the payment to holders of all outstanding retains
are insufficient to pay, in full, the liquidation value of the Series 1
Preferred Stock, the liquidation value of the Class A Series Preferred
Stock, the liquidation value of the Non-Cumulative Preferred Stock and the
liquidation value (including accumulated dividends) of any other shares of
Parity Liquidation Securities issued and outstanding, payments to holders
of the Series 1 Preferred Stock, the Class A Series Preferred Stock, the
Non-Cumulative Preferred Stock and such Parity Liquidation Securities will
be made pro-rata.  Neither a consolidation or merger of Pro-Fac nor a sale,
lease or transfer of all or substantially all of Pro-Fac's assets will be
considered a liquidation, dissolution or winding up, voluntary or
involuntary, of Pro-Fac.

      Voting.  Except as required by law, holders of Series 1 Preferred
Stock will not have any voting rights with respect to their shares of Series
1 Preferred Stock.<PAGE>
<PAGE>
ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

                              Not applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Under Sections 721 through 727 of the New York Business Corporation
Law, registrant may extend indemnification to directors and officers under
certain circumstances, and require indemnification in more limited
circumstances.  The statutory provisions applicable to indemnification
prohibit any such indemnification, by law or otherwise, to a director or
officer if a final adjudication establishes that the acts of the director
or officer were committed in bad faith, were a result of active and
deliberate dishonesty and were material, or that the director or officer
derived a personal gain to which the person was not entitled.

      As authorized by the New York Business Corporation Law, registrant has
obtained insurance insuring registrant against any obligation that occurs
as a result of its indemnification of directors, officers, or other
employees, and insuring such persons for liabilities for which they may not
be indemnified by registrant.

      Insofar as indemnification 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 informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

                              Not applicable.

ITEM 8.     EXHIBITS

      The following exhibits are filed with this Registration Statement:

            4.1   Certificate of Amendment to Certificate of Incorporation
                  of the registrant, defining the rights of holders of its
                  Class B, Series 1 Cumulative Preferred Stock

            4.2   Employee Stock Purchase Plan

            5     Opinion of Harris Beach & Wilcox, LLP

            23.1  Consent of Price Waterhouse, LLP

            23.2  Consent of Harris Beach & Wilcox, LLP (included in
                  Exhibit 5)

ITEM 9.     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, 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;
<PAGE>
<PAGE>
      (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 the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

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

b.)   The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

 c.)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions of the
registrant's charter, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being offered, 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 be governed
by the final adjudication of such issue.
<PAGE>
<PAGE>
                                SIGNATURES


      Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement or amendment thereto to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Rochester, State
of New York, on August 17, 1995.


                                          PRO-FAC COOPERATIVE, INC.


                                          /s/ William D. Rice        
                                          William D. Rice
                                          Assistant Treasurer


                             POWER OF ATTORNEY


      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints STEPHEN R. WRIGHT and WILLIAM D.
RICE, and each of them, 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 to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, 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 or necessary to be
done in and about the premises, 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.

<PAGE>
<PAGE>

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the following
persons in the capacities and on the date indicated:

       SIGNATURE                        TITLE                    DATE     


/s/Bruce R. Fox               President and Director        August 17, 1995
(BRUCE R. FOX)


/s/Albert P. Fazio            Vice President and Director   August 17, 1995
(ALBERT P. FAZIO)


/s/Steven D. Koinzan          Treasurer and Director        August 17, 1995
(STEVEN D. KOINZAN)     


/s/Tommy R. Croner            Secretary and Director        August 17, 1995
(TOMMY R. CRONER)


/s/Dale W. Burmeister         Director                      August 17, 1995
(DALE W. BURMEISTER)


/s/Robert V. Call, Jr.        Director                      August 17, 1995
(ROBERT V. CALL, JR.)


/s/Glen Lee Chase             Director                      August 17, 1995
(GLEN LEE CHASE)


                              Director                      August 17, 1995
(KENNETH A. MATTINGLY)


/s/Allan D. Mitchell          Director                      August 17, 1995
(ALLAN D. MITCHELL)


/s/Allan W. Overhiser         Director                      August 17, 1995
(ALLAN W. OVERHISER)


/s/Paul E. Roe                Director                      August 17, 1995
(PAUL E. ROE)


/s/Edward L. Whitaker         Director                      August 17, 1995
(EDWARD L. WHITAKER)


/s/Stephen R. Wright          General Manager               August 17, 1995
(STEPHEN R. WRIGHT)           (Principal Executive Officer)


/s/William D. Rice            Assistant Treasurer           August 17, 1995
(WILLIAM D. RICE)             (Principal Accounting Officer)
<PAGE>
<PAGE>
                         CERTIFICATE OF AMENDMENT
                                    TO
                       CERTIFICATE OF INCORPORATION
                                    OF
                         PRO-FAC COOPERATIVE, INC.

                      Pursuant to Section 805 of the
               Business Corporation Law and Section 5 of the
                       Cooperative Corporations Law


      We, the undersigned, the President and the Secretary of Pro-Fac
Cooperative, Inc. (the "Corporation"), do hereby certify as follows:

      1.    The name of the corporation is Pro-Fac Cooperative, Inc.

      2.    The certificate of incorporation of Pro-Fac Cooperative, Inc.
was filed in the office of the Secretary of State on October 17, 1960.

      3.    The certificate of incorporation is hereby amended pursuant to
authority thereby vested in the Board of Directors of the Corporation by the
addition to the certificate of incorporation of the following provision
establishing a series of Class B Preferred Stock, par value $1.00 per share,
of the Corporation and stating the number, designation, relative rights,
preferences and limitations thereof:

DESIGNATION, PREFERENCES AND RIGHTS OF CLASS B, SERIES 1 10% CUMULATIVE
PREFERRED STOCK

1.    CERTAIN DEFINITIONS

      As used herein, the following terms shall have the following meanings
(with terms defined in the singular having comparable meanings when used in
the plural and vice versa), unless the context otherwise requires:

      "Annual Dividend Period" means the annual period commencing on and
including each Dividend Payment Date and ending on and including the day
before the immediately subsequent Dividend Payment Date.

      "Board of Directors" means the Board of Directors of the Corporation.

      "Business Day" means any day other than a Saturday, Sunday, national
holiday or other day on which commercial banks in New York City are
authorized or required to close under the laws of the State of New York.

      "Capital Stock" means any and all shares, interests, participations,
rights or other equivalents (however designated) of corporate stock.

      "Class A Series" means any series of Class A Preferred Stock, par
value $1.00 per share, of the Corporation.

      "Common Stock" means the Common Voting Stock, par value $5.00 per
share, of the Corporation and any other class of common stock hereafter
authorized by the Corporation from time to time.

      "Corporation" means Pro-Fac Cooperative, Inc.

      "Dividend Payment Date" means the April 1 of each year.

      "Dividend Period" means the Initial Dividend Period and, thereafter,
each Annual Dividend Period.

      "Dividend Record Date" means with respect to the dividend payable on
each Dividend Payment Date, the immediately preceding March 15 or such other
<PAGE>
<PAGE>
record date as may be designated by the Board of Directors with respect to
the dividend payable on such Dividend Payment Date.

      "Holder" means a registered holder of shares of Series 1 Preferred
Stock.

      "Initial Dividend Period" means, with respect to each share of Series
1 Preferred Stock, the dividend period commencing on the Issue Date of such
share of Series 1 Preferred Stock and ending on and including the day before
the immediately succeeding Dividend Payment Date.

      "Issue Date" means, with respect to each share of Series 1 Preferred
Stock, the April 1 or October 1 upon which or next succeeding the date upon
which such share was originally issued by the Corporation.

      "Junior Dividend Securities" has the meaning specified in Section 3(a)
hereof and includes the Common Stock.

      "Junior Liquidation Securities" has the meaning specified in Section
3(a) hereof and includes the Common Stock.

      "Liquidation Preference" means, with respect to each share of Series
1 Preferred Stock, the Original Liquidation Preference, plus an amount in
cash equal to all accrued and unpaid dividends (including an amount equal
to a prorated dividend from the last Dividend Payment Date to the date such
Liquidation Preference is being determined).  The Liquidation Preference of
a share of Series 1 Preferred Stock will increase on a daily basis as
dividends accrue on such share and will decrease only to the extent such
dividends are actually paid.

      "Non-Cumulative Amount" has the meaning specified in Section 4(a)
hereof.

      "Non-Cumulative Preferred Stock" means the Non-Cumulative Preferred
Stock, par value $25.00 per share, of the Corporation.

      "Original Liquidation Preference" means $10.00 per share of Series 1
Preferred Stock.

      "Other Class B Series" means any series of Class B Preferred Stock,
par value $1.00 per share, of the Corporation other than the Series 1
Preferred Stock.

      "Parity Dividend Securities" has the meaning specified in Section 3(b)
hereof and includes the Non-Cumulative Preferred Stock, any Class A Series
and any Other Class B Series.

      "Parity Liquidation Securities" has the meaning specified in Section
3(b) hereof and includes the Non-Cumulative Preferred Stock, any Class A
Series, and any Other Class B Series.

      "Redemption" has the meaning specified in Section 6(a) hereof.

      "Redemption Date" has the meaning specified in Section 6(b) hereof.

      "Redemption Notice" has the meaning specified in Section 6(b) hereof.

      "Redemption Price" means a price per share equal to the Liquidation
Preference as of the applicable Redemption Date.

      "Replaced Securities" has the meaning specified in Section 7 hereof.

      "Replacing Securities" has the meaning specified in Section 7 hereof.

<PAGE>
<PAGE>
      "Senior Dividend Securities" has the meaning specified in Section 3(c)
hereof.

      "Senior Liquidation Securities" has the meaning specified in Section
3(c) hereof.

      "Series 1 Preferred Stock" means the Class B, Series 1 10% Cumulative
Preferred Stock, par value $1.00 per share, of the Corporation.

2.    DESIGNATION

      The series of preferred stock authorized hereunder shall be designated
as the "Class B, Series 1 10% Cumulative Preferred Stock." The number of
shares constituting such series shall initially be 500,000, which number may
from time to time be changed (but not above 500,000 or below the number then
outstanding) by the Board of Directors.  The par value of the Series 1
Preferred Stock shall be $1.00 per share.  All shares of Series 1 Preferred
Stock shall be identical with each other in all respects except as to the
dates from and after which dividends thereon shall be cumulative.

3.    RANK

      The Series 1 Preferred Stock shall rank, with respect to priority of
dividend rights or rights on liquidation, dissolution and winding-up of the
affairs of the Corporation or both:

      (a)   senior to all classes or series of Common Stock of the
            Corporation and to any other class or series of Capital Stock
            (except the Non-Cumulative Preferred Stock, any Class A Series,
            and any Other Class B Series) that does not expressly provide
            that it ranks senior to or on a parity with the Series 1
            Preferred Stock as to dividends or upon liquidation,
            dissolution and winding-up, as the case may be (with respect to
            such junior dividend rights or junior rights upon liquidation,
            dissolution and winding up, collectively referred to, as the
            context may require, as "Junior Dividend Securities" or "Junior
            Liquidation Securities");

      (b)   on a parity with the Non-Cumulative Preferred Stock, any Class
            A Series, and any Other Class B Series and each class or series
            of Capital Stock that expressly provides that it ranks on a
            parity with the Series 1 Preferred Stock as to dividends or
            upon liquidation, dissolution and winding-up, as the case may
            be (with respect to such parity dividend rights or parity
            rights upon liquidation, dissolution and winding-up,
            collectively referred to, as the context may require, as
            "Parity Dividend Securities" or "Parity Liquidation
            Securities"); and

      (c)   junior to each class or series of Capital Stock (except any
            Class A Series or Other Class B Series) that expressly provides
            that it ranks senior to the Series 1 Preferred Stock as to
            dividends or upon liquidation, dissolution and winding-up, as
            the case may be (with respect to such senior dividend rights or
            senior rights upon liquidation, dissolution and winding-up,
            collectively referred to, as the context may require, as
            "Senior Dividend Securities" or "Senior Liquidation
            Securities").

4.    DIVIDENDS, ETC.

      (a)   Beginning on the applicable Issue Date, the Holders of
            outstanding shares of Series 1 Preferred Stock shall be
            entitled to receive, when, as and if declared by the Board of
            Directors, but only out of funds legally available for the <PAGE>
<PAGE>
            payment of dividends, dividends payable in cash at the rate per
            share of $1.00 per year and no more.  All dividends shall be
            fully cumulative and shall accrue (whether or not earned or
            declared, whether or not permitted under any agreement of the
            Corporation and whether or not there are funds legally
            available therefor), without interest, from the first day of
            the Annual Dividend Period with respect to which such dividend
            may be payable as herein provided, except that with respect to
            the first dividend payable with respect to any share of Series
            1 Preferred Stock, such dividend shall accrue from the
            applicable Issue Date.  All dividends shall be cumulative and
            shall be payable in arrears on each Dividend Payment Date
            commencing on the Dividend Payment Date that follows the
            Dividend Record Date immediately succeeding the applicable
            Issue Date, in preference to and with priority over dividends
            on Junior Dividend Securities.  No full dividend and no
            distribution shall be declared by the Board of Directors or
            paid or set apart for payment by the Corporation on the Series
            1 Preferred Stock for any period unless dividends aggregating
            at least the Non-Cumulative Amount have been or
            contemporaneously are declared on the Non-Cumulative Preferred
            Stock (including any dividends previously declared for the same
            stated dividend payment date pursuant to this sentence),
            payable not later than the stated dividend payment date for the
            Non-Cumulative Preferred Stock on or next following the date of
            payment of such dividend or distribution on the Series 1
            Preferred Stock, and a sum has been or contemporaneously is set
            apart sufficient for such payment.  The "Non-Cumulative Amount"
            means the pro rata portion of the anticipated annual dividends
            (in any case, not less than six percent per annum) on the
            Non-Cumulative Preferred Stock calculated for the period from,
            but not including, its immediately preceding stated dividend
            payment date (whether or not any dividend was paid on such
            date) through, and including, the date of payment of such
            dividend or distribution on the Series 1 Preferred Stock.

      (b)   All dividends and distributions paid with respect to shares of
            the Series 1 Preferred Stock pursuant to Section 4(a) hereof
            shall be paid pro rata to the Holders entitled thereto.  No
            full dividend and no distribution shall be declared by the
            Board of Directors or paid or set apart for payment by the
            Corporation on Parity Dividend Securities for any period unless
            full cumulative dividends have been or contemporaneously are
            declared and a sum set apart sufficient for such payment on the
            Series 1 Preferred Stock for all Dividend Periods terminating
            on or prior to the date of payment of such full dividends on
            the Parity Dividend Securities.  If any dividends are not paid
            in full upon the shares of the Series 1 Preferred Stock and the
            Parity Dividend Securities, (i) all dividends declared for any
            period upon shares of the Series 1 Preferred Stock and the
            Parity Dividend Securities shall be declared pro rata so that
            the amount of dividends declared on the Series 1 Preferred
            Stock and on each class or series of the Parity Dividend
            Securities shall in all cases bear to each other the same ratio
            that accrued dividends (or, in the case of the Non-Cumulative
            Preferred Stock, that portion of the Non-Cumulative Amount
            which has not previously been declared and set apart) on the
            Series 1 Preferred Stock and on each class or series of Parity
            Dividend Securities bear to each other, and (ii) a sum shall be
            set apart sufficient to pay any such declared dividends that
            are not being paid immediately.  Any dividend not paid on the
            Series 1 Preferred Stock pursuant to this Section 4 shall be
            fully cumulative and shall accrue, without interest, as set
            forth in Section 4(a) hereof and shall be in arrears until
            paid.<PAGE>
<PAGE>
      (c)   The Corporation shall not declare, pay or set apart for payment
            any dividend on any of the Junior Dividend Securities or make
            any distribution in respect thereof either directly or
            indirectly and whether in cash, obligations or shares of the
            Corporation or other property (other than dividends or
            distributions in Junior Dividend Securities that are no higher
            in priority with respect to the Series 1 Preferred Stock, as to
            rights on liquidation, dissolution and winding-up, than the
            Junior Dividend Securities upon which such dividend or
            distribution is issued), unless on or prior to the date of
            declaration of such dividend or distribution on the Junior
            Dividend Securities full cumulative dividends have been or
            contemporaneously are declared in compliance with Section 4(a)
            hereof, and a sum set apart sufficient for such payment, on the
            Series 1 Preferred Stock for all Dividend Periods terminating
            on or prior to the date of payment of such dividend or
            distribution on the Junior Dividend Securities.

      (d)   The amount of dividends payable on the Series 1 Preferred Stock
            for any period less than a full Annual Dividend Period
            (including, in some cases, the Initial Dividend Period) and the
            Non-Cumulative Amount shall be computed on the basis of twelve
            30 day months and a 360-day year.  Dividends shall accrue on a
            daily basis during each Dividend Period as provided above, and
            the Liquidation Preference of each outstanding share of Series
            1 Preferred Stock shall be correspondingly increased on a daily
            basis.  Each such dividend shall be payable to Holders of
            record as their names shall appear on the stock books of the
            Corporation on the Dividend Record Date for such dividends,
            except that dividends in arrears for any past Dividend Payment
            Date may be declared and paid at any time without reference to
            such regular Dividend Payment Date to Holders of record on such
            date not more than fifty (50) days prior to the date of payment
            as shall be determined by the Board of Directors.

      (e)   Dividends shall cease to accrue in respect of any particular
            share of Series 1 Preferred Stock on the Redemption Date with
            respect thereto unless the Corporation defaults in payment of
            the Redemption Price with respect to such share of Series 1
            Preferred Stock.

5.    PAYMENT ON LIQUIDATION

      Upon any liquidation, dissolution or winding-up of the affairs of the
Corporation, whether voluntary or involuntary, the Holders of Series 1
Preferred Stock will be entitled to receive out of the assets of the
Corporation available for distribution to the holders of its Capital Stock
an amount in cash per share equal to the Liquidation Preference determined
as of the date of such liquidation, dissolution or winding-up, before any
payment or other distribution is made on any Junior Liquidation Securities. 
Holders of Series 1 Preferred Stock shall not be entitled to any other
distribution in the event of liquidation, dissolution or winding-up of the
affairs of the Corporation.  If upon any liquidation, dissolution or
winding-up of the affairs of the Corporation, the assets of the Corporation
are not sufficient to pay in full the liquidation payments payable to the
holders of outstanding shares of the Series 1 Preferred Stock and all Parity
Liquidation Securities, then the holders of all such shares shall share
equally and ratably in any distribution of assets in proportion to the full
liquidation payments determined as of the date of such liquidation,
dissolution or winding-up, to which each of them is entitled.  For the
purposes of this Section 5, neither a consolidation or merger of the
Corporation with or into one or more corporations nor a sale, lease,
exchange or transfer of all or substantially all of the Corporation's assets
shall be deemed to be a liquidation, dissolution or winding-up of the
Corporation.<PAGE>
<PAGE>
6.    REDEMPTION

      (a)   Redemption.  The Corporation may redeem at the option of the
            Corporation in its sole discretion, at any time or from time to
            time, in whole or in part, shares of Series 1 Preferred Stock
            (a "Redemption"), at the Redemption Price.  With respect to any
            Redemption of fewer than all the outstanding shares of Series
            1 Preferred Stock, the number of shares to be redeemed and the
            manner of selecting the shares to be redeemed (which may be pro
            rata, by lot, by Issue Date, based on whether the Holder is or
            has ceased to be an employee of the Corporation or a subsidiary
            thereof, or such other method as the Board of Directors deems
            appropriate) shall be determined by the Board of Directors. 
            The Board of Directors shall have full power and authority,
            subject to the provisions herein contained, to prescribe the
            terms and conditions upon which shares of the Series 1
            Preferred Stock shall be redeemed from time to time.

      (b)   Notice of Redemption.  Notice of any Redemption of shares of
            Series 1 Preferred Stock, specifying the time and place of
            Redemption and the Redemption Price (a "Redemption Notice"),
            shall be mailed, not more than sixty (60) nor less than thirty
            (30) days prior to the date fixed for Redemption (the
            "Redemption Date"), in a postage prepaid envelope to each
            Holder of Series 1 Preferred Stock to be redeemed, at the
            address for such Holder shown on the Corporation's records.  No
            failure to give such Redemption Notice nor any defect therein
            shall affect the validity of the procedure for the Redemption
            of any shares of Series 1 Preferred Stock to be redeemed.  Each
            such Redemption Notice shall state:

            (i)         the Redemption Date;

            (ii)        the Redemption Price;

            (iii)       the number of shares of Series 1 Preferred Stock to
                        be redeemed and, if fewer than all the shares of
                        Series 1 Preferred Stock held by a Holder are to be
                        redeemed, the number of shares thereof to be
                        redeemed from such Holder;

            (iv)        the manner and place or places at which payment for
                        the shares of Series 1 Preferred Stock offered for
                        Redemption will be made, upon presentation and
                        surrender to the Corporation of the certificates
                        evidencing the shares being redeemed (if such
                        shares are certificated shares);

            (v)         that dividends on the shares of Series 1 Preferred
                        Stock being redeemed shall cease to accrue on the
                        Redemption Date unless the Corporation defaults in
                        the payment of the Redemption Price with respect to
                        such shares; and

            (vi)        that the rights of Holders of Series 1 Preferred
                        Stock as stockholders of the Corporation with
                        respect to shares being redeemed shall terminate as
                        of the Redemption Date unless the Corporation
                        defaults in the payment of the Redemption Price
                        with respect to such shares.

            Upon mailing any such Redemption Notice, the Corporation shall
            become obligated to redeem at the Redemption Price on the
            applicable Redemption Date all shares of Series 1 Preferred
            Stock therein specified.<PAGE>
<PAGE>
      (c)   On any Redemption Date, the full Redemption Price shall become
            payable in cash for the shares of Series 1 Preferred Stock
            being redeemed on such Redemption Date.  As a condition of
            payment of the Redemption Price, if the shares of Series 1
            Preferred Stock being redeemed are certificated shares, each
            Holder of Series 1 Preferred Stock must surrender the
            certificate or certificates representing the shares of Series
            1 Preferred Stock being redeemed to the Corporation in the
            manner and at the place designated in the Redemption Notice. 
            Each surrendered certificate shall be canceled and retired. 
            All Redemption payments will be made to the Holders of the
            shares being redeemed.

      (d)   On any Redemption Date, except to the extent that the
            Corporation defaults in the payment of the Redemption Price for
            any shares called for Redemption, dividends on the Series 1
            Preferred Stock called for Redemption shall cease to
            accumulate, and all rights of Holders of such shares shall
            terminate, except for the right to receive the Redemption
            Price, without interest.

7.    RESTRICTION ON REDEMPTIONS AND
      OTHER ACQUISITIONS OF CERTAIN STOCK

      Except in the case of repurchases of Common Stock by the Corporation
pursuant to Article II, Section 7 of the Bylaws of the Corporation, the
Corporation shall not purchase, redeem or otherwise acquire for
consideration, directly or indirectly, any shares of Series 1 Preferred
Stock, Parity Dividend Securities, Parity Liquidation Securities, Junior
Dividend Securities or Junior Liquidation Securities unless on or prior to
the date of such purchase, redemption or acquisition full cumulative
dividends have been or contemporaneously are declared in compliance with
Section 4(a) hereof, and a sum set apart sufficient for such payment, on the
Series 1 Preferred Stock for all Dividend Periods terminating on or prior
to such date.  Notwithstanding the foregoing, the Corporation may acquire
Series 1 Preferred Stock, Parity Dividend Securities, Parity Liquidation
Securities, Junior Dividend Securities or Junior Liquidation Securities (the
"Replaced Securities") as a result of a reclassification, exchange or
conversion of the Replaced Securities solely into or for other Capital Stock
of the Corporation (the "Replacing Securities"), or through the use solely
of the proceeds of a substantially simultaneous sale of Replacing
Securities, provided in any such case that the Replacing Securities are no
higher in priority with respect to the Series 1 Preferred Stock and the
Non-Cumulative Preferred Stock, as to either dividend rights or rights on
liquidation, dissolution and winding-up, than the Replaced Securities.

8.    VOTING RIGHTS

      The Series 1 Preferred Stock, except as otherwise required by law,
shall be non-voting.

9.    MUTILATED OR MISSING SERIES 1 PREFERRED STOCK CERTIFICATES

      If any of the Series 1 Preferred Stock certificates shall be
mutilated, lost, stolen or destroyed, the Corporation shall issue, in
exchange and substitution for and upon cancellation of the mutilated Series
1 Preferred Stock certificate, or in lieu of and substitution for the Series
1 Preferred Stock certificate lost, stolen or destroyed, a new Series 1
Preferred Stock certificate of like tenor and representing an equivalent
number of shares of Series 1 Preferred Stock, but only upon receipt of
evidence satisfactory to the Corporation of such loss, theft or destruction
of such Series 1 Preferred Stock certificate and indemnity and bond, if
requested.

<PAGE>
<PAGE>
10.   REISSUANCE OF SERIES 1 PREFERRED STOCK

      Shares of Series 1 Preferred Stock that have been issued and
reacquired in any manner, including shares purchased or redeemed or
exchanged, shall (upon compliance with any applicable provisions of the laws
of the State of New York) have the status of authorized and unissued shares
of Class B Preferred Stock of the Corporation undesignated as to series and
may be redesignated and reissued as part of any series of Class B Preferred
Stock of the Corporation.

11.   BUSINESS DAY

      If any payment, redemption or exchange shall be required by the terms
hereof to be made on a day that is not a Business Day, such payment,
redemption or exchange shall be made on the immediately succeeding Business
Day.

12.   HEADINGS OF SUBDIVISIONS

      The headings of various subdivisions hereof are for convenience of
reference only and shall not affect the interpretation of any of the
provisions hereof.

13.   SEVERABILITY OF PROVISIONS

      If any right, preference or limitation of the Series 1 Preferred Stock
set forth herein is invalid, unlawful or incapable of being enforced by
reason of any rule or law or public policy, all other rights, preferences
and limitations set forth herein that can be given effect without the
invalid, unlawful or unenforceable right, preference or limitation shall,
nevertheless, remain in full force and effect, and no right, preference or
limitation herein set forth shall be deemed dependent upon any other such
right, preference or limitation unless so expressed herein.

14.   LIMITATIONS

      Except as may otherwise be required by law, the shares of Series 1
Preferred Stock shall not have any powers, preferences or relative,
participating, optional or other special rights other than those
specifically set forth herein or otherwise in the Certificate of
Incorporation of the Corporation.
                         ________________________

      4.    The amendment of the certificate of incorporation was authorized
by vote of a majority of the Board of Directors at a meeting duly convened
and held on August 17, 1995.

<PAGE>
<PAGE>
            IN WITNESS WHEREOF, we have made and subscribed this certificate
this _____ day of August, 1995 and affirm the statements contained herein
as true under penalties of perjury.


                                                /s/ Bruce R. Fox          
                                                Bruce R. Fox, President


                                                /s/ Tommy R. Croner       
                                                Tommy R. Croner, Secretary


STATE OF ____________)
COUNTY OF ___________) s.s.:


            On this ____ day of August, 1995, before me personally came
Bruce R. Fox and Tommy R. Croner, to me personally known, who, being by me
duly sworn did depose and say that they are the President and Secretary,
respectively, of Pro-Fac Cooperative, Inc., the corporation described in the
foregoing certificate, and that they signed their names thereto by order of
the Board of Directors of said corporation.




                                                ___________________________
                                                Notary Public

<PAGE>
<PAGE>
                         CURTICE BURNS FOODS, INC.

                       EMPLOYEE STOCK PURCHASE PLAN



      1.    Purpose.  The purpose of the Curtice Burns Foods, Inc. Employee
Stock Purchase Plan (the "Plan") is for Curtice Burns Foods, Inc. (the
"Employer") to encourage employee ownership in its parent company, Pro-Fac
Cooperative, Inc. (the "Corporation"), by providing for the Employer's
eligible employees an opportunity to purchase certain capital stock in the
Corporation.  
      2.    Effective Date.  The effective date of the Plan shall be the
date the Plan is approved by the Board of Directors of the Employer and the
Board of Directors of the Corporation.
      3.    Shares of Stock Subject to the Plan; Non-Transferability.  The
shares which may be issued and purchased pursuant to this Plan shall not
exceed an aggregate of 500,000 shares of Class B, Series 1, preferred stock
par value $1.00 (the "Preferred Stock") of the Corporation.  Such shares may
be authorized but unissued shares of the Preferred Stock or issued shares
of the Preferred Stock which shall have been reacquired by the Corporation. 
The terms of the Preferred Stock are more completely set forth in the
certificate of amendment to the certificate of incorporation of the
Corporation, attached hereto as Schedule A.  Shares of the Preferred Stock
shall be non-transferrable except to the Corporation in accordance with the
provisions of this Plan.  Each certificate for shares of the Preferred Stock
shall bear a legend reflecting such restriction on transferability.  Any
attempt to transfer shares of the Preferred Stock by sale, gift, or
otherwise, or any attempt to encumber such shares, except in accordance with
the terms of this Plan, shall be null and void and of no force and effect.

      4.    Administration and Interpretation of the Plan.  The Plan shall
be administered by the Employee Stock Purchase Plan Committee  (the
"Committee") which shall consist of three (3) employees appointed by the
Board of Directors of the Employer.  The members of the Committee shall be
appointed by and serve at the pleasure of the Board of Directors of the <PAGE>
<PAGE>
Employer.  Vacancies on the Committee, however caused, shall be filled by
the Board of Directors.  The presence of a majority of the members of the
Committee shall be necessary to constitute a quorum, and any act of a
majority present at a meeting at which there is a quorum, shall be the act
of the Committee.
      The Committee shall have authority to adopt rules and regulations for
carrying out the Plan, determine the employees eligible under the Plan,
determine the terms and conditions of any purchase, and conclusively
determine all questions and disputes involving the interpretation or
construction of the Plan unless otherwise determined by the Board of
Directors of the Employer.  No member of the Board of Directors or the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan.
      5.    Eligible Employees.  Preferred Stock shall be offered for
purchase to employees who are not subject to the provisions of Sections 6
and 7 of the Fair Labor Standards Act of 1938, as amended ("exempt"
employees), to non-exempt employees, and to such groups of hourly-paid
employees as are specifically approved by the Committee.  The term
"Employer", wherever used in this Plan, shall include any subsidiary
corporation of the Employer or the Corporation. 
      6.    Duration of the Plan.  The Plan shall remain in effect until all
shares subject to the Plan shall be purchased pursuant to the Plan, unless
sooner terminated in accordance with paragraph 9.
      7.    Terms and Condition of Purchase.  Purchases of Preferred Stock
shall be evidenced by a notice of purchase (the "Notice") prepared in such
form as the Committee shall approve from time to time.  The initial
subscription period to purchase stock shall be July through September 1995
for purchase effective October 1, 1995 in accordance with the provisions of
this paragraph 7.  Subsequent subscription periods shall be each March (for
purchases to occur in the immediately following six-month period running
from April 1 through September 30) and September (for purchases to occur in
<PAGE>
the immediately following six-month period running from October 1 to March
31).  The Notice shall incorporate in substance the following terms and
conditions:
            (a)   Price.  The purchase price of the shares of Preferred
Stock shall be the Ten Dollars ($10.00) per share. 
            (b)   Number of Shares.  An employee may purchase, in any one
(1) subscription period, as many shares as are represented by five percent
(5%) of the employee's base annual salary, determined as of the February 1
immediately preceding a March subscription period or the August 1 preceding
a September subscription period, excluding compensation received from the
Employer's Management Incentive Plan or any annual retirement benefits. 
Notwithstanding the foregoing, for purposes of the initial subscription
period, this maximum limitation shall be disregarded.  The minimum number
of shares which may be purchased in any subscription period is twenty-five
(25) shares.
            (c)   Limitations on Purchases of Shares.  In no event shall an
employee have the right to purchase fractional shares.
            (d)   Purchase Date.  For purposes of this Plan, the "purchase
date" shall be (i) October 1, 1995 for the initial subscription period,
unless shares are purchased by installment payments pursuant to paragraph
7(e)(3) hereof, (ii) October 1, 1995 for shares purchased with an employee's
fiscal year 1995 award under the Management Incentive Plan, (iii) October
1 following each subsequent September subscription period for shares paid
for in full in cash, (iv) April 1 following each subsequent March
subscription period for shares paid for in full in cash, and (v) for shares
which are purchased by installment payments pursuant to paragraph 7(e)(3)
hereof, either the April 1 following the initial subscription period or the
prior September subscription period, as the case may be, or October 1
following the prior March subscription period; provided, that the employee
has paid the purchase price in full and has not withdrawn the installments
in accordance with paragraph 7(e)(3)(ii).  For purposes of this Plan, a
transfer of shares by the Corporation to the employee will occur within a
reasonable time after the purchase date. <PAGE>
<PAGE>
            (e)   Method and Time of Payment.
                  (1)   Notice of Purchase.  An employee who elects to
purchase Preferred Stock pursuant to this Plan shall deliver the Notice on
a form prescribed by the Committee, to the Committee and the Notice shall
be effective upon receipt by the Committee.  The Notice shall indicate the
number of shares of Preferred Stock to be purchased, the elected method of
payment under this paragraph 7(e), and such other information as the
Committee shall require.
                  (2)   Payment upon Election to Exercise.  An Employee who
submits a Notice may pay the purchase price in full in cash.  For purposes
of the initial subscription period, defined above, payment of the purchase
price in cash is required; provided, however, that an employee may elect to
purchase shares by designating all or a portion of the employee's fiscal
year 1995 award under the Management Incentive Plan, otherwise payable in
cash on September 15, 1995, for such purchase, and provided further that an
employee may elect to purchase shares by installment payments pursuant to
paragraph 7(e)(3) hereof.  Any shares purchased with all or a portion of an
employee's fiscal year 1995 award under the Management Incentive Plan shall
be deemed purchased on October 1, 1995.  To the extent an employee elects
to use more than ten percent (10%) of the employee's fiscal year 1995 award
under the Management Incentive Plan, such election shall be effective only
upon review and approval by the Committee.
                  (3)   Payment in Installments.  (i) Subject to the
provisions of paragraph 7(i) hereof, an employee who submits a Notice may
elect to pay the purchase price in installments.  Such installments shall
be paid through deductions from the employee's salary.  For subscriptions
in a March subscription period, such deductions shall begin on the
employee's first payday coincident with or following April 1 and shall
continue on each successive payday of the employee through the following
September 30.  For subscriptions in the initial subscription period or in
a September subscription period, as the case may be, such deductions shall
begin on the employee's first payday coincident with or following October
1 and shall continue through the following March 31.  Deductions shall be
<PAGE>
made so that the amount due for shares purchased in installments shall be
fully paid as of the following September 30, if subscribed for in March, or
the following March 31, if subscribed for in September.  The Corporation
shall pay no interest on any installments withheld from the employee's
salary.
      Notwithstanding the provisions of paragraph 7(b) disregarding the
maximum limitation on share purchase in the initial subscription period, in
no event may an employee, in the initial subscription period, elect to
purchase shares, by installment payments hereunder, with a value in excess
of five percent (5%) of the employee's base annual salary, as determined
under paragraph 7(b).  Nothing in the preceding provision shall be construed
as limiting the number of shares which an employee can purchase for cash
during the initial subscription period, it being the intent of such
provision only to limit the purchase by installment payments regardless of
whether shares are also purchased for cash.
      (ii) An employee making installment payments may, at any time before
the final installment payment is made, withdraw from the Corporation the
installment payments already made, by giving notice of the intent to
withdraw installments to the Committee, in writing, on a form prescribed by
the Committee.  In such event, the employee's Notice of purchase shall be
cancelled, the employee's purchase shall lapse, and the Corporation shall
refund to the employee any installments paid pursuant to the Notice within
a reasonable period of time after receipt of the notice of intent to
withdraw.  In addition, termination of the Plan in accordance with paragraph
9 of this Plan shall be deemed a notice of intent to withdraw under this
paragraph.
            (f)   Dividend Reinvestment.  The Committee shall provide each
employee with an opportunity to elect to reinvest dividends paid on the
Preferred Stock in additional shares of Preferred Stock; provided, however,
that any such reinvestment shall not violate the provisions of paragraph
7(c).  <PAGE>
<PAGE>
            (g)   Issuance of Certificates.  Within a reasonable time after
the purchase date, the Corporation shall issue to the employee a certificate
or certificates for the shares which have been purchased, unless the Board
shall determine such shares shall be issued in uncertificated form.
            (h)   Rights as a Shareholder.  The employee shall have no
rights as a shareholder with respect to any shares covered by his Notice
until the purchase date.
            (i)   Termination of Employment.  In the event an employee
terminates employment with the Employer, any Preferred Stock which such
employee purchased under this Plan shall be redeemable by the Corporation
in accordance with the provisions of paragraph 8 hereof.  Any such
termination shall be deemed a notice of intent to withdraw under paragraph
7(e)(3) received by the Committee on the date the employee terminates
employment with the Employer.  Notwithstanding the foregoing, if an employee
terminates employment after attaining age 55 with a minimum of ten (10)
years of employment with the Employer, the employee may elect, on a form
prescribed by the Committee, (i) to continue to own his or her Preferred
Stock until such employee's death or until such employee provides the
Employer notice that he or she wishes to redeem his or her Preferred Stock,
in which event such Preferred Stock shall be redeemed in accordance with
paragraph 8 hereof and/or (ii) to complete the purchase of any Preferred
Stock then being purchased in installments by the employee pursuant to
paragraph 7(e)(3) by paying the remaining unpaid installments in cash within
thirty (30) days of such employee's termination of employment.
      8.    Repurchase and Redemption of Shares.  
            (a)   Limitations on Repurchases and Redemptions.  The
Corporation's obligation to effect any repurchase or redemption in
accordance with this paragraph 8, and the terms of any such repurchase or
redemption, shall be subject to the terms and conditions of any applicable
law and any contractual agreements (including financing arrangements) to
which the Employer and/or Corporation is a party.
            (b)   Periodic Redemptions.  Subject to paragraph (a) above, the
Corporation shall periodically redeem all shares of Preferred Stock held by
<PAGE>
former employees of the Employer (except employees who, under the terms of
paragraph 7(i), are entitled to, and have elected to, defer redemption of
shares of Preferred Stock held by them) as set forth in paragraph 7(i).  The
terms of, and manner of effecting, any such redemption shall be as set forth
in Schedule A attached hereto.
            (c)   Periodic Repurchase Offers.  Subject to paragraph (a)
above, the Corporation shall, at least once in each fiscal year, offer to
repurchase at least (a) five percent (5%) of the issued and outstanding
shares of Preferred Stock, minus (b) the number of shares of Preferred Stock
redeemed during such fiscal year pursuant to paragraph (b) above.  The
repurchase price shall be $10.00 per share.  The other terms and conditions
of such repurchase offers shall be established by the Committee, subject to
approval by the Board of Directors of the Corporation.
            (d)   Optional Redemptions.  The provisions of this paragraph
8 shall not be construed to limit the right of the Corporation, at any time
or from time to time, to redeem shares of Preferred Stock at the option of
the Board of Directors in accordance with the terms and conditions set forth
in Schedule A attached hereto.
      9.    Termination and Amendment of the Plan.  The Board of Directors
of either the Employer or the Corporation may terminate this Plan at any
time.  The Board of Directors of the Employer may at any time and from time
to time modify or amend this Plan in any respect whatsoever, including
without limitation, the making of such amendments or revisions as the Board
shall deem advisable to conform the Plan to any change in law or regulation
applicable thereto.  No termination, modifications or amendment to the Plan
shall, without the consent of the employee by whom any purchase shall have
been made, alter or impair the rights of such employee hereunder. 
Notwithstanding any termination of the Plan, the Corporation's obligations
under paragraph 8 of this Plan shall continue in full force and effect until
all shares of the Preferred Stock have been redeemed.
      10.   Use of Proceeds.  The proceeds derived from the sale of stock
under the Plan shall constitute general funds of the Corporation to be used
for general corporate purposes.<PAGE>
<PAGE>
      11.   General Restriction.  Each purchase shall be subject to the
requirement that if at any time the Boards of Directors of the Employer
and/or the Corporation shall determine, in their discretion, that the
listing, registration or qualification of the shares subject to such
purchase upon any securities exchange or under any state or federal law, or
that the consent or approval of any government regulatory body, is necessary
or desirable as a condition of, or in connection with, such purchase or the
issue of shares thereunder, such purchase shall be subject to the condition
that such listing, registration, qualification, consent or approval shall
have been effected or obtained free of any conditions not acceptable to the
Board of Directors of the Employer and/or the Corporation.
      12.   Tax Withholding.  The Employer which employs an employee who
purchases Preferred Stock under this Plan shall have the right to deduct or
otherwise effect a withholding of any amount required by federal or state
laws to be withheld with respect to such purchase.  Under appropriate
circumstances, such right shall include the right to receive payments from
the employee of the required withholding amount.
      13.   Notice of Disqualifying Disposition.  An employee who attempts
to dispose of stock acquired pursuant to this Plan in violation of
paragraph 3 hereof shall notify the Employer and the Corporation, in
writing, within thirty (30) days of the attempt to make such disqualifying
disposition.  If a guardian, personal representative, heir, distributee, or
legatee of the employee shall attempt to dispose of stock in a disqualifying
disposition, such guardian, personal representative, heir, distributee, or
legatee shall give the Employer and the Corporation such notice.
<PAGE>
<PAGE>
August 28, 1995



Pro-Fac Cooperative, Inc.
90 Linden Place
Rochester, NY  14625

      Re:   Registration Statement on Form S-8 (Curtice-Burns
            Foods, Inc. Employee Stock Purchase Plan)        


      We have acted as your counsel in connection with a Registration
Statement on Form S-8 to be filed by you with the Securities and Exchange
Commission, pursuant to the Securities Act of 1933, as amended.  The
Registration Statement covers the shares of Class B, Series 1 10% Cumulative
Preferred Stock (the "Shares") of Pro-Fac Cooperative, Inc. (the
"Cooperative") referred to therein.

      We have reviewed the Registration Statement, the Certificate of
Amendment to the Certificate of Incorporation of the Cooperative authorizing
the issuance of the Shares (the "Certificate"), and the Curtice-Burns Foods,
Inc. Employee Stock Purchase Plan (the "Plan").  As to various questions of
fact material to our opinion, we have relied upon oral representations of
officers of the Cooperative.  We have also examined such certificates of
public officials, corporate documents and records and other certificates,
opinions and instruments and have made such other investigations as we have
deemed necessary in connection with the opinion hereinafter set forth.

      Based on the foregoing and upon such investigation as we have deemed
necessary, it is our opinion that, upon filing of a certified copy of the
Certificate with the New York Department of Agriculture and Markets, the
Shares will be validly issued, fully paid, and nonassessable when sold and
issued in accordance with the terms of the Plan.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                    HARRIS BEACH & WILCOX, LLP


                                    By:   /s/ Richard D. Mathewson
                                          Richard D. Mathewson
<PAGE>
<PAGE>



                    Consent of Independent Accountants



We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Pro-Fac Cooperative, Inc. of our report dated
September 28, 1994 (which report contains an explanatory paragraph relative
to disputes between Curtice-Burns Food, Inc. and Pro-Fac Cooperative, Inc.)
appearing on page 27 of the Pro-Fac Cooperative, Inc. Annual Report on Form
10-K for the fiscal year ended June 25, 1994.


PRICE WATERHOUSE LLP
Rochester, New York
August 28, 1995
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Registration Statement No. 33-            

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                 Form S-8
                          Registration Statement
                                   Under
                        The Securities Act of 1933

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

                                 NEW YORK
      (State or other Jurisdiction of Incorporation or Organization)

                                16-6036816
                     (IRS Employer Identification No.)

                              90 Linden Place
                               P.O. Box 682
                         Rochester, New York 14603
                 (Address of principal executive offices)

                         Curtice-Burns Foods, Inc.
                       Employee Stock Purchase Plan
                           (Full Title of Plan)

                              William D. Rice
                         Curtice-Burns Foods, Inc.
                               P.O. Box 681
                         Rochester, New York 14603
                              (716) 383-1850
         (Name, address, including zip code, and telephone number
                including area code, of Agent for Service)

                              with a copy to:
                          David M. Mehalick, Esq.
                        Harris Beach & Wilcox, LLP
                           130 East Main Street
                         Rochester, New York 14604
                              (716) 232-4440
CALCULATION OF REGISTRATION FEE
Title of                                              Maximum
securities        Shares            Offering          Aggregate         Amount of
to be             to be             Price per         Offering       registration
registered        registered        Share             Price               fee

                                                                      
Class B,
Series 1 10%
Cumulative
Preferred
Stock             500,000           $10.00            $5,000,000        $1,724.14

                                                                      

/TABLE
PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

      The following documents are incorporated by reference in the
registration statement:

      (a)   The registrant's latest annual report on Form 10-K, or, if the
financial statements therein are more current, the registrant's latest
prospectus, other than the prospectus of which this document is a part,
filed pursuant to Rule 424(b) of the Securities and Exchange Commission
under the Securities Act of 
1933.

      (b)   All other reports filed by the registrant pursuant to sections
13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the annual report or the prospectus referred to in
(a) above.

      All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment to the registration
statement which indicates that all of the shares of common stock offered
have been sold or which deregisters all of such shares then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents. 
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that
a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies
or supersedes such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this registration statement.

ITEM 4.     DESCRIPTION OF SECURITIES.

      General.  When issued, the Class B, Series 1 10% Cumulative Preferred
Stock ("Series 1 Preferred Stock") of Pro-Fac Cooperative, Inc. ("Pro-Fac")
will be validly issued, fully paid and nonassessable.  The holders of the
Series 1 Preferred Stock will not have any preemptive rights.

      Ranking.  The Series 1 Preferred Stock will rank as to dividends and
upon liquidation, dissolution and winding up on 
a parity with the Non-Cumulative Preferred Stock, par value $25.00 per share
("Non-Cumulative Preferred Stock"), and any series of Class A Preferred
Stock ("Class A Series Preferred Stock") of Pro-Fac, and will rank as to
dividends or upon liquidation, dissolution or winding up, or both, on a
parity with any other class or series of capital stock that expressly
provides that it ranks on a parity with the Series 1 Preferred Stock with
respect to dividends or upon liquidation, dissolution and winding up, as the
case may be (collectively, "Parity Dividend Securities" or "Parity
Liquidation Securities").   The Series 1 Preferred Stock will rank senior
with respect to dividends and upon liquidation, dissolution and winding up
to the Common Stock and any other capital stock (other than the Non-
Cumulative Preferred Stock and Class A Series Preferred Stock) that does
not, by its terms, expressly provide that it is senior to or on a parity
with the Series 1 Preferred Stock with respect to dividends or upon
liquidation, dissolution and winding up, as the case may be (collectively,
"Junior Dividend Securities" or "Junior Liquidation Securities").
Dividends.  Holders of shares of Series 1 Preferred Stock will be
entitled to receive, when, as and if declared by the Board, out of assets
of Pro-Fac legally available therefor, cumulative cash dividends at an
annual rate equal to $1.00 per share.  Dividends on the Series 1 Preferred
Stock will be payable annually in arrears on each April 1.  Each such
dividend will be payable to holders of record as they appear on the stock
records of Pro-Fac at the close of business on each March 15 preceding such
dividend payment date, or such other record dates as selected by the Board,
which will not be more than 50 days prior to such payment date.  Dividends
will be cumulative from each dividend payment date, whether or not in any
dividend period or periods there are assets of Pro-Fac legally available for
the payment of such dividends.

      Accumulations of dividends on shares of Series 1 Preferred Stock will
not bear interest.  Dividends payable on the Series 1 Preferred Stock for
any period greater or less than a full dividend period will be computed on
the basis of 360-day year consisting of twelve 30-day months.

      No full dividend and no distribution may be declared by the Board or
paid or set apart for payment by Pro-Fac on the Series 1 Preferred Stock for
any period unless a pro rata portion of the annual dividend anticipated to
be paid on the Non-Cumulative Preferred Stock for the applicable period (in
any event, not less than 6% per annum) has been or is contemporaneously
declared.  In addition, no full dividend and no distribution may be declared
by the Board or paid or set apart for payment by Pro-Fac on the Non-
Cumulative Preferred Stock, Class A Series Preferred Stock or other Parity
Dividend Securities unless full cumulative dividends have been or
contemporaneously are declared and a sum set apart sufficient for such
payment on the Series 1 Preferred Stock for all dividend periods terminating
on or prior to the date of payment of such full dividends on the Non-
Cumulative Preferred Stock, Class A Series Preferred Stock or other Parity
Dividend Securities.  If any dividends are not paid in full upon the shares
of the Series 1 Preferred Stock, the Non-Cumulative Preferred Stock, the
Class A Series Preferred Stock and other Parity Dividend Securities, all
dividends declared for any period upon shares of the Series 1 Preferred
Stock, the Non-Cumulative Preferred Stock, the Class A Series Preferred
Stock, and other Parity Dividend Securities shall be declared ratably in
proportion to accrued dividends on the Series 1 Preferred Stock, the Class
A Series Preferred Stock and other Parity Dividend Securities and the
current period dividend accrual on the Non-Cumulative Preferred Stock.

      Pro-Fac may not declare, pay or set apart for payment any dividend
(other than certain stock dividends) on any of the Junior Dividend
Securities or make any distribution in respect thereof unless full
cumulative dividends on the Series 1 Preferred Stock and Class A Series
Preferred Stock have been or are contemporaneously declared and the
corresponding portion of the current annual dividend on the Non-Cumulative
Preferred Stock is declared as described in the preceding paragraph.

      Redemption.  Pro-Fac has the right, at any time and from time to time,
to redeem the Series 1 Preferred Stock, in whole or in part, at the
redemption price of $10.00 per share, plus, in each case, all dividends
accrued and unpaid on the Series 1 Preferred Stock up to the date fixed for
redemption, upon giving notice at least 30 but not more than 60 days before
the date fixed for redemption.  

      From and after the redemption date (except to the extent Pro-Fac
defaults in the payment of the redemption price), all dividends on the
shares of Series 1 Preferred Stock designated for redemption will cease to
accrue, and all rights of the holders thereof as stockholders of Pro-Fac,
except the right to receive the redemption price thereof, will cease and
terminate.

      Repurchase and Redemption Intentions.  Pro-Fac has stated that it
intends to effect periodic redemptions and repurchases of the Series 1
Preferred Stock, subject to the terms and conditions of any applicable law
and any contractual agreements (including financing arrangements) to which
Pro-Fac or its subsidiary, Curtice-Burns Foods, Inc. ("Curtice Burns") is
a party, and to the determination of the Board of Directors of Pro-Fac that
such repurchase or redemption will not have a material adverse effect on the
cash flow or equity of Pro-Fac.

      Subject to the foregoing, Pro-Fac has stated its intention to
periodically redeem all shares of Series 1 Preferred Stock held by former
employees of Curtice-Burns (except retirees who were employed by Curtice
Burns for more than 10 years and who have elected to defer redemption of
shares of Series 1 Preferred Stock held by them).  Pro-Fac has also stated
that it intends, at least once in each fiscal year, to offer to repurchase
at least (a) five percent (5%) of the issued and outstanding shares of
Series 1 Preferred Stock, minus (b) the number of shares of Series 1
Preferred Stock redeemed during such fiscal year.  The repurchase price will
be $10.00 per share or such other price as the Board of Directors of Pro-Fac
shall determine.  

      The Series 1 Preferred Stock will not be subject to any sinking fund
or other binding obligation of Pro-Fac to redeem or retire the Series 1
Preferred Stock.  Unless redeemed by Pro-Fac, the Series 1 Preferred Stock
will have perpetual maturity. 

      Restriction on Transfer.  Pursuant to the terms of the Employee Stock
Purchase Plan, shares of Series 1 Preferred Stock may not be transferred,
except to Pro-Fac pursuant to a repurchase or redemption as described above.

      Restriction on Certain Stock Acquisitions.  Pro-Fac may not purchase,
redeem or otherwise acquire for consideration (other than in a repurchase
of Common Stock of a departing member pursuant to Pro-Fac's Bylaws or in
certain recapitalizations, exchanges or refinancings) any Series 1 Preferred
Stock, Parity Dividend Securities (including the Non-Cumulative Preferred
Stock and Class A Series Preferred Stock), Parity Liquidation Securities,
Junior Dividend Securities or Junior Liquidation Securities unless full
cumulative dividends on the Series 1 Preferred Stock and the Class A Series
Preferred Stock have been or are contemporaneously declared and the
corresponding portion of the current annual dividend on the Non-Cumulative
Preferred Stock is declared as described above.

      Liquidation.  After payment to holders of all outstanding retains, the
holders of the Series 1 Preferred Stock will be entitled to receive, in the
event of any voluntary or involuntary liquidation, dissolution or winding
up of Pro-Fac, $10.00 per share plus an amount equal to all dividends
(whether or not earned or declared) accrued and unpaid thereon to the date
of final distribution to such holders.  Until the holders of the Series 1
Preferred Stock have been paid such liquidation preference in full, no
payment or other distribution will be made on any Junior Liquidation
Securities upon the liquidation, dissolution or winding up of Pro-Fac.  If
amounts available after the payment to holders of all outstanding retains
are insufficient to pay, in full, the liquidation value of the Series 1
Preferred Stock, the liquidation value of the Class A Series Preferred
Stock, the liquidation value of the Non-Cumulative Preferred Stock and the
liquidation value (including accumulated dividends) of any other shares of
Parity Liquidation Securities issued and outstanding, payments to holders
of the Series 1 Preferred Stock, the Class A Series Preferred Stock, the
Non-Cumulative Preferred Stock and such Parity Liquidation Securities will
be made pro-rata.  Neither a consolidation or merger of Pro-Fac nor a sale,
lease or transfer of all or substantially all of Pro-Fac's assets will be
considered a liquidation, dissolution or winding up, voluntary or
involuntary, of Pro-Fac.

      Voting.  Except as required by law, holders of Series 1 Preferred
Stock will not have any voting rights with respect to their shares of Series
1 Preferred Stock.
ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

                              Not applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Under Sections 721 through 727 of the New York Business Corporation
Law, registrant may extend indemnification to directors and officers under
certain circumstances, and require indemnification in more limited
circumstances.  The statutory provisions applicable to indemnification
prohibit any such indemnification, by law or otherwise, to a director or
officer if a final adjudication establishes that the acts of the director
or officer were committed in bad faith, were a result of active and
deliberate dishonesty and were material, or that the director or officer
derived a personal gain to which the person was not entitled.

      As authorized by the New York Business Corporation Law, registrant has
obtained insurance insuring registrant against any obligation that occurs
as a result of its indemnification of directors, officers, or other
employees, and insuring such persons for liabilities for which they may not
be indemnified by registrant.

      Insofar as indemnification 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 informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

                              Not applicable.

ITEM 8.     EXHIBITS

      The following exhibits are filed with this Registration Statement:

            4.1   Certificate of Amendment to Certificate of Incorporation
                  of the registrant, defining the rights of holders of its
                  Class B, Series 1 Cumulative Preferred Stock

            4.2   Employee Stock Purchase Plan

            5     Opinion of Harris Beach & Wilcox, LLP

            23.1  Consent of Price Waterhouse, LLP

            23.2  Consent of Harris Beach & Wilcox, LLP (included in
                  Exhibit 5)

ITEM 9.     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, to include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement;
(2)   That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

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

b.)   The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

 c.)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions of the
registrant's charter, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being offered, 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 be governed
by the final adjudication of such issue.
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement or amendment thereto to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Rochester, State
of New York, on August 17, 1995.

                                          PRO-FAC COOPERATIVE, INC.

                                          /s/ William D. Rice        
                                          William D. Rice
                                          Assistant Treasurer

                             POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints STEPHEN R. WRIGHT and WILLIAM D.
RICE, and each of them, 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 to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, 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 or necessary to be
done in and about the premises, 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 of 1933, this
registration statement or amendment thereto has been signed by the following
persons in the capacities and on the date indicated:

       SIGNATURE                        TITLE                    DATE     

/s/Bruce R. Fox               President and Director        August 17, 1995
(BRUCE R. FOX)

/s/Albert P. Fazio            Vice President and Director   August 17, 1995
(ALBERT P. FAZIO)

/s/Steven D. Koinzan          Treasurer and Director        August 17, 1995
(STEVEN D. KOINZAN)     

/s/Tommy R. Croner            Secretary and Director        August 17, 1995
(TOMMY R. CRONER)

/s/Dale W. Burmeister         Director                      August 17, 1995
(DALE W. BURMEISTER)

/s/Robert V. Call, Jr.        Director                      August 17, 1995
(ROBERT V. CALL, JR.)

/s/Glen Lee Chase             Director                      August 17, 1995
(GLEN LEE CHASE)

                              Director                      August 17, 1995
(KENNETH A. MATTINGLY)

/s/Allan D. Mitchell          Director                      August 17, 1995
(ALLAN D. MITCHELL)

/s/Allan W. Overhiser         Director                      August 17, 1995
(ALLAN W. OVERHISER)

/s/Paul E. Roe                Director                      August 17, 1995
(PAUL E. ROE)

/s/Edward L. Whitaker         Director                      August 17, 1995
(EDWARD L. WHITAKER)

/s/Stephen R. Wright          General Manager               August 17, 1995
(STEPHEN R. WRIGHT)           (Principal Executive Officer)

/s/William D. Rice            Assistant Treasurer           August 17, 1995
(WILLIAM D. RICE)             (Principal Accounting Officer)
CERTIFICATE OF AMENDMENT
                                    TO
                       CERTIFICATE OF INCORPORATION
                                    OF
                         PRO-FAC COOPERATIVE, INC.

                      Pursuant to Section 805 of the
               Business Corporation Law and Section 5 of the
                       Cooperative Corporations Law

      We, the undersigned, the President and the Secretary of Pro-Fac
Cooperative, Inc. (the "Corporation"), do hereby certify as follows:

      1.    The name of the corporation is Pro-Fac Cooperative, Inc.

      2.    The certificate of incorporation of Pro-Fac Cooperative, Inc.
was filed in the office of the Secretary of State on October 17, 1960.

      3.    The certificate of incorporation is hereby amended pursuant to
authority thereby vested in the Board of Directors of the Corporation by the
addition to the certificate of incorporation of the following provision
establishing a series of Class B Preferred Stock, par value $1.00 per share,
of the Corporation and stating the number, designation, relative rights,
preferences and limitations thereof:

DESIGNATION, PREFERENCES AND RIGHTS OF CLASS B, SERIES 1 10% CUMULATIVE
PREFERRED STOCK

1.    CERTAIN DEFINITIONS

      As used herein, the following terms shall have the following meanings
(with terms defined in the singular having comparable meanings when used in
the plural and vice versa), unless the context otherwise requires:

      "Annual Dividend Period" means the annual period commencing on and
including each Dividend Payment Date and ending on and including the day
before the immediately subsequent Dividend Payment Date.

      "Board of Directors" means the Board of Directors of the Corporation.

      "Business Day" means any day other than a Saturday, Sunday, national
holiday or other day on which commercial banks in New York City are
authorized or required to close under the laws of the State of New York.

      "Capital Stock" means any and all shares, interests, participations,
rights or other equivalents (however designated) of corporate stock.

      "Class A Series" means any series of Class A Preferred Stock, par
value $1.00 per share, of the Corporation.

      "Common Stock" means the Common Voting Stock, par value $5.00 per
share, of the Corporation and any other class of common stock hereafter
authorized by the Corporation from time to time.

      "Corporation" means Pro-Fac Cooperative, Inc.

      "Dividend Payment Date" means the April 1 of each year.

      "Dividend Period" means the Initial Dividend Period and, thereafter,
each Annual Dividend Period.

      "Dividend Record Date" means with respect to the dividend payable on
each Dividend Payment Date, the immediately preceding March 15 or such other
record date as may be designated by the Board of Directors with respect to
the dividend payable on such Dividend Payment Date.

      "Holder" means a registered holder of shares of Series 1 Preferred
Stock.

      "Initial Dividend Period" means, with respect to each share of Series
1 Preferred Stock, the dividend period commencing on the Issue Date of such
share of Series 1 Preferred Stock and ending on and including the day before
the immediately succeeding Dividend Payment Date.

      "Issue Date" means, with respect to each share of Series 1 Preferred
Stock, the April 1 or October 1 upon which or next succeeding the date upon
which such share was originally issued by the Corporation.

      "Junior Dividend Securities" has the meaning specified in Section 3(a)
hereof and includes the Common Stock.

      "Junior Liquidation Securities" has the meaning specified in Section
3(a) hereof and includes the Common Stock.

      "Liquidation Preference" means, with respect to each share of Series
1 Preferred Stock, the Original Liquidation Preference, plus an amount in
cash equal to all accrued and unpaid dividends (including an amount equal
to a prorated dividend from the last Dividend Payment Date to the date such
Liquidation Preference is being determined).  The Liquidation Preference of
a share of Series 1 Preferred Stock will increase on a daily basis as
dividends accrue on such share and will decrease only to the extent such
dividends are actually paid.

      "Non-Cumulative Amount" has the meaning specified in Section 4(a)
hereof.

      "Non-Cumulative Preferred Stock" means the Non-Cumulative Preferred
Stock, par value $25.00 per share, of the Corporation.

      "Original Liquidation Preference" means $10.00 per share of Series 1
Preferred Stock.

      "Other Class B Series" means any series of Class B Preferred Stock,
par value $1.00 per share, of the Corporation other than the Series 1
Preferred Stock.

      "Parity Dividend Securities" has the meaning specified in Section 3(b)
hereof and includes the Non-Cumulative Preferred Stock, any Class A Series
and any Other Class B Series.

      "Parity Liquidation Securities" has the meaning specified in Section
3(b) hereof and includes the Non-Cumulative Preferred Stock, any Class A
Series, and any Other Class B Series.

      "Redemption" has the meaning specified in Section 6(a) hereof.

      "Redemption Date" has the meaning specified in Section 6(b) hereof.

      "Redemption Notice" has the meaning specified in Section 6(b) hereof.

      "Redemption Price" means a price per share equal to the Liquidation
Preference as of the applicable Redemption Date.

      "Replaced Securities" has the meaning specified in Section 7 hereof.

      "Replacing Securities" has the meaning specified in Section 7 hereof.
"Senior Dividend Securities" has the meaning specified in Section 3(c)
hereof.

      "Senior Liquidation Securities" has the meaning specified in Section
3(c) hereof.

      "Series 1 Preferred Stock" means the Class B, Series 1 10% Cumulative
Preferred Stock, par value $1.00 per share, of the Corporation.

2.    DESIGNATION

      The series of preferred stock authorized hereunder shall be designated
as the "Class B, Series 1 10% Cumulative Preferred Stock." The number of
shares constituting such series shall initially be 500,000, which number may
from time to time be changed (but not above 500,000 or below the number then
outstanding) by the Board of Directors.  The par value of the Series 1
Preferred Stock shall be $1.00 per share.  All shares of Series 1 Preferred
Stock shall be identical with each other in all respects except as to the
dates from and after which dividends thereon shall be cumulative.

3.    RANK

      The Series 1 Preferred Stock shall rank, with respect to priority of
dividend rights or rights on liquidation, dissolution and winding-up of the
affairs of the Corporation or both:

      (a)   senior to all classes or series of Common Stock of the
            Corporation and to any other class or series of Capital Stock
            (except the Non-Cumulative Preferred Stock, any Class A Series,
            and any Other Class B Series) that does not expressly provide
            that it ranks senior to or on a parity with the Series 1
            Preferred Stock as to dividends or upon liquidation,
            dissolution and winding-up, as the case may be (with respect to
            such junior dividend rights or junior rights upon liquidation,
            dissolution and winding up, collectively referred to, as the
            context may require, as "Junior Dividend Securities" or "Junior
            Liquidation Securities");

      (b)   on a parity with the Non-Cumulative Preferred Stock, any Class
            A Series, and any Other Class B Series and each class or series
            of Capital Stock that expressly provides that it ranks on a
            parity with the Series 1 Preferred Stock as to dividends or
            upon liquidation, dissolution and winding-up, as the case may
            be (with respect to such parity dividend rights or parity
            rights upon liquidation, dissolution and winding-up,
            collectively referred to, as the context may require, as
            "Parity Dividend Securities" or "Parity Liquidation
            Securities"); and

      (c)   junior to each class or series of Capital Stock (except any
            Class A Series or Other Class B Series) that expressly provides
            that it ranks senior to the Series 1 Preferred Stock as to
            dividends or upon liquidation, dissolution and winding-up, as
            the case may be (with respect to such senior dividend rights or
            senior rights upon liquidation, dissolution and winding-up,
            collectively referred to, as the context may require, as
            "Senior Dividend Securities" or "Senior Liquidation
            Securities").

4.    DIVIDENDS, ETC.

      (a)   Beginning on the applicable Issue Date, the Holders of
            outstanding shares of Series 1 Preferred Stock shall be
            entitled to receive, when, as and if declared by the Board of
            Directors, but only out of funds legally available for the
payment of dividends, dividends payable in cash at the rate per
            share of $1.00 per year and no more.  All dividends shall be
            fully cumulative and shall accrue (whether or not earned or
            declared, whether or not permitted under any agreement of the
            Corporation and whether or not there are funds legally
            available therefor), without interest, from the first day of
            the Annual Dividend Period with respect to which such dividend
            may be payable as herein provided, except that with respect to
            the first dividend payable with respect to any share of Series
            1 Preferred Stock, such dividend shall accrue from the
            applicable Issue Date.  All dividends shall be cumulative and
            shall be payable in arrears on each Dividend Payment Date
            commencing on the Dividend Payment Date that follows the
            Dividend Record Date immediately succeeding the applicable
            Issue Date, in preference to and with priority over dividends
            on Junior Dividend Securities.  No full dividend and no
            distribution shall be declared by the Board of Directors or
            paid or set apart for payment by the Corporation on the Series
            1 Preferred Stock for any period unless dividends aggregating
            at least the Non-Cumulative Amount have been or
            contemporaneously are declared on the Non-Cumulative Preferred
            Stock (including any dividends previously declared for the same
            stated dividend payment date pursuant to this sentence),
            payable not later than the stated dividend payment date for the
            Non-Cumulative Preferred Stock on or next following the date of
            payment of such dividend or distribution on the Series 1
            Preferred Stock, and a sum has been or contemporaneously is set
            apart sufficient for such payment.  The "Non-Cumulative Amount"
            means the pro rata portion of the anticipated annual dividends
            (in any case, not less than six percent per annum) on the
            Non-Cumulative Preferred Stock calculated for the period from,
            but not including, its immediately preceding stated dividend
            payment date (whether or not any dividend was paid on such
            date) through, and including, the date of payment of such
            dividend or distribution on the Series 1 Preferred Stock.

      (b)   All dividends and distributions paid with respect to shares of
            the Series 1 Preferred Stock pursuant to Section 4(a) hereof
            shall be paid pro rata to the Holders entitled thereto.  No
            full dividend and no distribution shall be declared by the
            Board of Directors or paid or set apart for payment by the
            Corporation on Parity Dividend Securities for any period unless
            full cumulative dividends have been or contemporaneously are
            declared and a sum set apart sufficient for such payment on the
            Series 1 Preferred Stock for all Dividend Periods terminating
            on or prior to the date of payment of such full dividends on
            the Parity Dividend Securities.  If any dividends are not paid
            in full upon the shares of the Series 1 Preferred Stock and the
            Parity Dividend Securities, (i) all dividends declared for any
            period upon shares of the Series 1 Preferred Stock and the
            Parity Dividend Securities shall be declared pro rata so that
            the amount of dividends declared on the Series 1 Preferred
            Stock and on each class or series of the Parity Dividend
            Securities shall in all cases bear to each other the same ratio
            that accrued dividends (or, in the case of the Non-Cumulative
            Preferred Stock, that portion of the Non-Cumulative Amount
            which has not previously been declared and set apart) on the
            Series 1 Preferred Stock and on each class or series of Parity
            Dividend Securities bear to each other, and (ii) a sum shall be
            set apart sufficient to pay any such declared dividends that
            are not being paid immediately.  Any dividend not paid on the
            Series 1 Preferred Stock pursuant to this Section 4 shall be
            fully cumulative and shall accrue, without interest, as set
            forth in Section 4(a) hereof and shall be in arrears until
            paid.
(c)   The Corporation shall not declare, pay or set apart for payment
            any dividend on any of the Junior Dividend Securities or make
            any distribution in respect thereof either directly or
            indirectly and whether in cash, obligations or shares of the
            Corporation or other property (other than dividends or
            distributions in Junior Dividend Securities that are no higher
            in priority with respect to the Series 1 Preferred Stock, as to
            rights on liquidation, dissolution and winding-up, than the
            Junior Dividend Securities upon which such dividend or
            distribution is issued), unless on or prior to the date of
            declaration of such dividend or distribution on the Junior
            Dividend Securities full cumulative dividends have been or
            contemporaneously are declared in compliance with Section 4(a)
            hereof, and a sum set apart sufficient for such payment, on the
            Series 1 Preferred Stock for all Dividend Periods terminating
            on or prior to the date of payment of such dividend or
            distribution on the Junior Dividend Securities.

      (d)   The amount of dividends payable on the Series 1 Preferred Stock
            for any period less than a full Annual Dividend Period
            (including, in some cases, the Initial Dividend Period) and the
            Non-Cumulative Amount shall be computed on the basis of twelve
            30 day months and a 360-day year.  Dividends shall accrue on a
            daily basis during each Dividend Period as provided above, and
            the Liquidation Preference of each outstanding share of Series
            1 Preferred Stock shall be correspondingly increased on a daily
            basis.  Each such dividend shall be payable to Holders of
            record as their names shall appear on the stock books of the
            Corporation on the Dividend Record Date for such dividends,
            except that dividends in arrears for any past Dividend Payment
            Date may be declared and paid at any time without reference to
            such regular Dividend Payment Date to Holders of record on such
            date not more than fifty (50) days prior to the date of payment
            as shall be determined by the Board of Directors.

      (e)   Dividends shall cease to accrue in respect of any particular
            share of Series 1 Preferred Stock on the Redemption Date with
            respect thereto unless the Corporation defaults in payment of
            the Redemption Price with respect to such share of Series 1
            Preferred Stock.

5.    PAYMENT ON LIQUIDATION

      Upon any liquidation, dissolution or winding-up of the affairs of the
Corporation, whether voluntary or involuntary, the Holders of Series 1
Preferred Stock will be entitled to receive out of the assets of the
Corporation available for distribution to the holders of its Capital Stock
an amount in cash per share equal to the Liquidation Preference determined
as of the date of such liquidation, dissolution or winding-up, before any
payment or other distribution is made on any Junior Liquidation Securities. 
Holders of Series 1 Preferred Stock shall not be entitled to any other
distribution in the event of liquidation, dissolution or winding-up of the
affairs of the Corporation.  If upon any liquidation, dissolution or
winding-up of the affairs of the Corporation, the assets of the Corporation
are not sufficient to pay in full the liquidation payments payable to the
holders of outstanding shares of the Series 1 Preferred Stock and all Parity
Liquidation Securities, then the holders of all such shares shall share
equally and ratably in any distribution of assets in proportion to the full
liquidation payments determined as of the date of such liquidation,
dissolution or winding-up, to which each of them is entitled.  For the
purposes of this Section 5, neither a consolidation or merger of the
Corporation with or into one or more corporations nor a sale, lease,
exchange or transfer of all or substantially all of the Corporation's assets
shall be deemed to be a liquidation, dissolution or winding-up of the
Corporation.
6.    REDEMPTION

      (a)   Redemption.  The Corporation may redeem at the option of the
            Corporation in its sole discretion, at any time or from time to
            time, in whole or in part, shares of Series 1 Preferred Stock
            (a "Redemption"), at the Redemption Price.  With respect to any
            Redemption of fewer than all the outstanding shares of Series
            1 Preferred Stock, the number of shares to be redeemed and the
            manner of selecting the shares to be redeemed (which may be pro
            rata, by lot, by Issue Date, based on whether the Holder is or
            has ceased to be an employee of the Corporation or a subsidiary
            thereof, or such other method as the Board of Directors deems
            appropriate) shall be determined by the Board of Directors. 
            The Board of Directors shall have full power and authority,
            subject to the provisions herein contained, to prescribe the
            terms and conditions upon which shares of the Series 1
            Preferred Stock shall be redeemed from time to time.

      (b)   Notice of Redemption.  Notice of any Redemption of shares of
            Series 1 Preferred Stock, specifying the time and place of
            Redemption and the Redemption Price (a "Redemption Notice"),
            shall be mailed, not more than sixty (60) nor less than thirty
            (30) days prior to the date fixed for Redemption (the
            "Redemption Date"), in a postage prepaid envelope to each
            Holder of Series 1 Preferred Stock to be redeemed, at the
            address for such Holder shown on the Corporation's records.  No
            failure to give such Redemption Notice nor any defect therein
            shall affect the validity of the procedure for the Redemption
            of any shares of Series 1 Preferred Stock to be redeemed.  Each
            such Redemption Notice shall state:

            (i)         the Redemption Date;

            (ii)        the Redemption Price;

            (iii)       the number of shares of Series 1 Preferred Stock to
                        be redeemed and, if fewer than all the shares of
                        Series 1 Preferred Stock held by a Holder are to be
                        redeemed, the number of shares thereof to be
                        redeemed from such Holder;

            (iv)        the manner and place or places at which payment for
                        the shares of Series 1 Preferred Stock offered for
                        Redemption will be made, upon presentation and
                        surrender to the Corporation of the certificates
                        evidencing the shares being redeemed (if such
                        shares are certificated shares);

            (v)         that dividends on the shares of Series 1 Preferred
                        Stock being redeemed shall cease to accrue on the
                        Redemption Date unless the Corporation defaults in
                        the payment of the Redemption Price with respect to
                        such shares; and

            (vi)        that the rights of Holders of Series 1 Preferred
                        Stock as stockholders of the Corporation with
                        respect to shares being redeemed shall terminate as
                        of the Redemption Date unless the Corporation
                        defaults in the payment of the Redemption Price
                        with respect to such shares.

            Upon mailing any such Redemption Notice, the Corporation shall
            become obligated to redeem at the Redemption Price on the
            applicable Redemption Date all shares of Series 1 Preferred
            Stock therein specified.
(c)   On any Redemption Date, the full Redemption Price shall become
            payable in cash for the shares of Series 1 Preferred Stock
            being redeemed on such Redemption Date.  As a condition of
            payment of the Redemption Price, if the shares of Series 1
            Preferred Stock being redeemed are certificated shares, each
            Holder of Series 1 Preferred Stock must surrender the
            certificate or certificates representing the shares of Series
            1 Preferred Stock being redeemed to the Corporation in the
            manner and at the place designated in the Redemption Notice. 
            Each surrendered certificate shall be canceled and retired. 
            All Redemption payments will be made to the Holders of the
            shares being redeemed.

      (d)   On any Redemption Date, except to the extent that the
            Corporation defaults in the payment of the Redemption Price for
            any shares called for Redemption, dividends on the Series 1
            Preferred Stock called for Redemption shall cease to
            accumulate, and all rights of Holders of such shares shall
            terminate, except for the right to receive the Redemption
            Price, without interest.

7.    RESTRICTION ON REDEMPTIONS AND
      OTHER ACQUISITIONS OF CERTAIN STOCK

      Except in the case of repurchases of Common Stock by the Corporation
pursuant to Article II, Section 7 of the Bylaws of the Corporation, the
Corporation shall not purchase, redeem or otherwise acquire for
consideration, directly or indirectly, any shares of Series 1 Preferred
Stock, Parity Dividend Securities, Parity Liquidation Securities, Junior
Dividend Securities or Junior Liquidation Securities unless on or prior to
the date of such purchase, redemption or acquisition full cumulative
dividends have been or contemporaneously are declared in compliance with
Section 4(a) hereof, and a sum set apart sufficient for such payment, on the
Series 1 Preferred Stock for all Dividend Periods terminating on or prior
to such date.  Notwithstanding the foregoing, the Corporation may acquire
Series 1 Preferred Stock, Parity Dividend Securities, Parity Liquidation
Securities, Junior Dividend Securities or Junior Liquidation Securities (the
"Replaced Securities") as a result of a reclassification, exchange or
conversion of the Replaced Securities solely into or for other Capital Stock
of the Corporation (the "Replacing Securities"), or through the use solely
of the proceeds of a substantially simultaneous sale of Replacing
Securities, provided in any such case that the Replacing Securities are no
higher in priority with respect to the Series 1 Preferred Stock and the
Non-Cumulative Preferred Stock, as to either dividend rights or rights on
liquidation, dissolution and winding-up, than the Replaced Securities.

8.    VOTING RIGHTS

      The Series 1 Preferred Stock, except as otherwise required by law,
shall be non-voting.

9.    MUTILATED OR MISSING SERIES 1 PREFERRED STOCK CERTIFICATES

      If any of the Series 1 Preferred Stock certificates shall be
mutilated, lost, stolen or destroyed, the Corporation shall issue, in
exchange and substitution for and upon cancellation of the mutilated Series
1 Preferred Stock certificate, or in lieu of and substitution for the Series
1 Preferred Stock certificate lost, stolen or destroyed, a new Series 1
Preferred Stock certificate of like tenor and representing an equivalent
number of shares of Series 1 Preferred Stock, but only upon receipt of
evidence satisfactory to the Corporation of such loss, theft or destruction
of such Series 1 Preferred Stock certificate and indemnity and bond, if
requested.
10.   REISSUANCE OF SERIES 1 PREFERRED STOCK

      Shares of Series 1 Preferred Stock that have been issued and
reacquired in any manner, including shares purchased or redeemed or
exchanged, shall (upon compliance with any applicable provisions of the laws
of the State of New York) have the status of authorized and unissued shares
of Class B Preferred Stock of the Corporation undesignated as to series and
may be redesignated and reissued as part of any series of Class B Preferred
Stock of the Corporation.

11.   BUSINESS DAY

      If any payment, redemption or exchange shall be required by the terms
hereof to be made on a day that is not a Business Day, such payment,
redemption or exchange shall be made on the immediately succeeding Business
Day.

12.   HEADINGS OF SUBDIVISIONS

      The headings of various subdivisions hereof are for convenience of
reference only and shall not affect the interpretation of any of the
provisions hereof.

13.   SEVERABILITY OF PROVISIONS

      If any right, preference or limitation of the Series 1 Preferred Stock
set forth herein is invalid, unlawful or incapable of being enforced by
reason of any rule or law or public policy, all other rights, preferences
and limitations set forth herein that can be given effect without the
invalid, unlawful or unenforceable right, preference or limitation shall,
nevertheless, remain in full force and effect, and no right, preference or
limitation herein set forth shall be deemed dependent upon any other such
right, preference or limitation unless so expressed herein.

14.   LIMITATIONS

      Except as may otherwise be required by law, the shares of Series 1
Preferred Stock shall not have any powers, preferences or relative,
participating, optional or other special rights other than those
specifically set forth herein or otherwise in the Certificate of
Incorporation of the Corporation.
                         ________________________

      4.    The amendment of the certificate of incorporation was authorized
by vote of a majority of the Board of Directors at a meeting duly convened
and held on August 17, 1995.
IN WITNESS WHEREOF, we have made and subscribed this certificate
this _____ day of August, 1995 and affirm the statements contained herein
as true under penalties of perjury.

                                                /s/ Bruce R. Fox          
                                                Bruce R. Fox, President

                                                /s/ Tommy R. Croner       
                                                Tommy R. Croner, Secretary

STATE OF ____________)
COUNTY OF ___________) s.s.:

            On this ____ day of August, 1995, before me personally came
Bruce R. Fox and Tommy R. Croner, to me personally known, who, being by me
duly sworn did depose and say that they are the President and Secretary,
respectively, of Pro-Fac Cooperative, Inc., the corporation described in the
foregoing certificate, and that they signed their names thereto by order of
the Board of Directors of said corporation.

                                                ___________________________
                                                Notary Public
CURTICE BURNS FOODS, INC.

                       EMPLOYEE STOCK PURCHASE PLAN

      1.    Purpose.  The purpose of the Curtice Burns Foods, Inc. Employee
Stock Purchase Plan (the "Plan") is for Curtice Burns Foods, Inc. (the
"Employer") to encourage employee ownership in its parent company, Pro-Fac
Cooperative, Inc. (the "Corporation"), by providing for the Employer's
eligible employees an opportunity to purchase certain capital stock in the
Corporation.  
      2.    Effective Date.  The effective date of the Plan shall be the
date the Plan is approved by the Board of Directors of the Employer and the
Board of Directors of the Corporation.
      3.    Shares of Stock Subject to the Plan; Non-Transferability.  The
shares which may be issued and purchased pursuant to this Plan shall not
exceed an aggregate of 500,000 shares of Class B, Series 1, preferred stock
par value $1.00 (the "Preferred Stock") of the Corporation.  Such shares may
be authorized but unissued shares of the Preferred Stock or issued shares
of the Preferred Stock which shall have been reacquired by the Corporation. 
The terms of the Preferred Stock are more completely set forth in the
certificate of amendment to the certificate of incorporation of the
Corporation, attached hereto as Schedule A.  Shares of the Preferred Stock
shall be non-transferrable except to the Corporation in accordance with the
provisions of this Plan.  Each certificate for shares of the Preferred Stock
shall bear a legend reflecting such restriction on transferability.  Any
attempt to transfer shares of the Preferred Stock by sale, gift, or
otherwise, or any attempt to encumber such shares, except in accordance with
the terms of this Plan, shall be null and void and of no force and effect.

      4.    Administration and Interpretation of the Plan.  The Plan shall
be administered by the Employee Stock Purchase Plan Committee  (the
"Committee") which shall consist of three (3) employees appointed by the
Board of Directors of the Employer.  The members of the Committee shall be
appointed by and serve at the pleasure of the Board of Directors of the
Employer.  Vacancies on the Committee, however caused, shall be filled by
the Board of Directors.  The presence of a majority of the members of the
Committee shall be necessary to constitute a quorum, and any act of a
majority present at a meeting at which there is a quorum, shall be the act
of the Committee.
      The Committee shall have authority to adopt rules and regulations for
carrying out the Plan, determine the employees eligible under the Plan,
determine the terms and conditions of any purchase, and conclusively
determine all questions and disputes involving the interpretation or
construction of the Plan unless otherwise determined by the Board of
Directors of the Employer.  No member of the Board of Directors or the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan.
      5.    Eligible Employees.  Preferred Stock shall be offered for
purchase to employees who are not subject to the provisions of Sections 6
and 7 of the Fair Labor Standards Act of 1938, as amended ("exempt"
employees), to non-exempt employees, and to such groups of hourly-paid
employees as are specifically approved by the Committee.  The term
"Employer", wherever used in this Plan, shall include any subsidiary
corporation of the Employer or the Corporation. 
      6.    Duration of the Plan.  The Plan shall remain in effect until all
shares subject to the Plan shall be purchased pursuant to the Plan, unless
sooner terminated in accordance with paragraph 9.
      7.    Terms and Condition of Purchase.  Purchases of Preferred Stock
shall be evidenced by a notice of purchase (the "Notice") prepared in such
form as the Committee shall approve from time to time.  The initial
subscription period to purchase stock shall be July through September 1995
for purchase effective October 1, 1995 in accordance with the provisions of
this paragraph 7.  Subsequent subscription periods shall be each March (for
purchases to occur in the immediately following six-month period running
from April 1 through September 30) and September (for purchases to occur in
the immediately following six-month period running from October 1 to March
31).  The Notice shall incorporate in substance the following terms and
conditions:
            (a)   Price.  The purchase price of the shares of Preferred
Stock shall be the Ten Dollars ($10.00) per share. 
            (b)   Number of Shares.  An employee may purchase, in any one
(1) subscription period, as many shares as are represented by five percent
(5%) of the employee's base annual salary, determined as of the February 1
immediately preceding a March subscription period or the August 1 preceding
a September subscription period, excluding compensation received from the
Employer's Management Incentive Plan or any annual retirement benefits. 
Notwithstanding the foregoing, for purposes of the initial subscription
period, this maximum limitation shall be disregarded.  The minimum number
of shares which may be purchased in any subscription period is twenty-five
(25) shares.
            (c)   Limitations on Purchases of Shares.  In no event shall an
employee have the right to purchase fractional shares.
            (d)   Purchase Date.  For purposes of this Plan, the "purchase
date" shall be (i) October 1, 1995 for the initial subscription period,
unless shares are purchased by installment payments pursuant to paragraph
7(e)(3) hereof, (ii) October 1, 1995 for shares purchased with an employee's
fiscal year 1995 award under the Management Incentive Plan, (iii) October
1 following each subsequent September subscription period for shares paid
for in full in cash, (iv) April 1 following each subsequent March
subscription period for shares paid for in full in cash, and (v) for shares
which are purchased by installment payments pursuant to paragraph 7(e)(3)
hereof, either the April 1 following the initial subscription period or the
prior September subscription period, as the case may be, or October 1
following the prior March subscription period; provided, that the employee
has paid the purchase price in full and has not withdrawn the installments
in accordance with paragraph 7(e)(3)(ii).  For purposes of this Plan, a
transfer of shares by the Corporation to the employee will occur within a
reasonable time after the purchase date.
(e)   Method and Time of Payment.
                  (1)   Notice of Purchase.  An employee who elects to
purchase Preferred Stock pursuant to this Plan shall deliver the Notice on
a form prescribed by the Committee, to the Committee and the Notice shall
be effective upon receipt by the Committee.  The Notice shall indicate the
number of shares of Preferred Stock to be purchased, the elected method of
payment under this paragraph 7(e), and such other information as the
Committee shall require.
                  (2)   Payment upon Election to Exercise.  An Employee who
submits a Notice may pay the purchase price in full in cash.  For purposes
of the initial subscription period, defined above, payment of the purchase
price in cash is required; provided, however, that an employee may elect to
purchase shares by designating all or a portion of the employee's fiscal
year 1995 award under the Management Incentive Plan, otherwise payable in
cash on September 15, 1995, for such purchase, and provided further that an
employee may elect to purchase shares by installment payments pursuant to
paragraph 7(e)(3) hereof.  Any shares purchased with all or a portion of an
employee's fiscal year 1995 award under the Management Incentive Plan shall
be deemed purchased on October 1, 1995.  To the extent an employee elects
to use more than ten percent (10%) of the employee's fiscal year 1995 award
under the Management Incentive Plan, such election shall be effective only
upon review and approval by the Committee.
                  (3)   Payment in Installments.  (i) Subject to the
provisions of paragraph 7(i) hereof, an employee who submits a Notice may
elect to pay the purchase price in installments.  Such installments shall
be paid through deductions from the employee's salary.  For subscriptions
in a March subscription period, such deductions shall begin on the
employee's first payday coincident with or following April 1 and shall
continue on each successive payday of the employee through the following
September 30.  For subscriptions in the initial subscription period or in
a September subscription period, as the case may be, such deductions shall
begin on the employee's first payday coincident with or following October
1 and shall continue through the following March 31.  Deductions shall be
made so that the amount due for shares purchased in installments shall be
fully paid as of the following September 30, if subscribed for in March, or
the following March 31, if subscribed for in September.  The Corporation
shall pay no interest on any installments withheld from the employee's
salary.
      Notwithstanding the provisions of paragraph 7(b) disregarding the
maximum limitation on share purchase in the initial subscription period, in
no event may an employee, in the initial subscription period, elect to
purchase shares, by installment payments hereunder, with a value in excess
of five percent (5%) of the employee's base annual salary, as determined
under paragraph 7(b).  Nothing in the preceding provision shall be construed
as limiting the number of shares which an employee can purchase for cash
during the initial subscription period, it being the intent of such
provision only to limit the purchase by installment payments regardless of
whether shares are also purchased for cash.
      (ii) An employee making installment payments may, at any time before
the final installment payment is made, withdraw from the Corporation the
installment payments already made, by giving notice of the intent to
withdraw installments to the Committee, in writing, on a form prescribed by
the Committee.  In such event, the employee's Notice of purchase shall be
cancelled, the employee's purchase shall lapse, and the Corporation shall
refund to the employee any installments paid pursuant to the Notice within
a reasonable period of time after receipt of the notice of intent to
withdraw.  In addition, termination of the Plan in accordance with paragraph
9 of this Plan shall be deemed a notice of intent to withdraw under this
paragraph.
            (f)   Dividend Reinvestment.  The Committee shall provide each
employee with an opportunity to elect to reinvest dividends paid on the
Preferred Stock in additional shares of Preferred Stock; provided, however,
that any such reinvestment shall not violate the provisions of paragraph
7(c).
(g)   Issuance of Certificates.  Within a reasonable time after
the purchase date, the Corporation shall issue to the employee a certificate
or certificates for the shares which have been purchased, unless the Board
shall determine such shares shall be issued in uncertificated form.
            (h)   Rights as a Shareholder.  The employee shall have no
rights as a shareholder with respect to any shares covered by his Notice
until the purchase date.
            (i)   Termination of Employment.  In the event an employee
terminates employment with the Employer, any Preferred Stock which such
employee purchased under this Plan shall be redeemable by the Corporation
in accordance with the provisions of paragraph 8 hereof.  Any such
termination shall be deemed a notice of intent to withdraw under paragraph
7(e)(3) received by the Committee on the date the employee terminates
employment with the Employer.  Notwithstanding the foregoing, if an employee
terminates employment after attaining age 55 with a minimum of ten (10)
years of employment with the Employer, the employee may elect, on a form
prescribed by the Committee, (i) to continue to own his or her Preferred
Stock until such employee's death or until such employee provides the
Employer notice that he or she wishes to redeem his or her Preferred Stock,
in which event such Preferred Stock shall be redeemed in accordance with
paragraph 8 hereof and/or (ii) to complete the purchase of any Preferred
Stock then being purchased in installments by the employee pursuant to
paragraph 7(e)(3) by paying the remaining unpaid installments in cash within
thirty (30) days of such employee's termination of employment.
      8.    Repurchase and Redemption of Shares.  
            (a)   Limitations on Repurchases and Redemptions.  The
Corporation's obligation to effect any repurchase or redemption in
accordance with this paragraph 8, and the terms of any such repurchase or
redemption, shall be subject to the terms and conditions of any applicable
law and any contractual agreements (including financing arrangements) to
which the Employer and/or Corporation is a party.
            (b)   Periodic Redemptions.  Subject to paragraph (a) above, the
Corporation shall periodically redeem all shares of Preferred Stock held by
former employees of the Employer (except employees who, under the terms of
paragraph 7(i), are entitled to, and have elected to, defer redemption of
shares of Preferred Stock held by them) as set forth in paragraph 7(i).  The
terms of, and manner of effecting, any such redemption shall be as set forth
in Schedule A attached hereto.
            (c)   Periodic Repurchase Offers.  Subject to paragraph (a)
above, the Corporation shall, at least once in each fiscal year, offer to
repurchase at least (a) five percent (5%) of the issued and outstanding
shares of Preferred Stock, minus (b) the number of shares of Preferred Stock
redeemed during such fiscal year pursuant to paragraph (b) above.  The
repurchase price shall be $10.00 per share.  The other terms and conditions
of such repurchase offers shall be established by the Committee, subject to
approval by the Board of Directors of the Corporation.
            (d)   Optional Redemptions.  The provisions of this paragraph
8 shall not be construed to limit the right of the Corporation, at any time
or from time to time, to redeem shares of Preferred Stock at the option of
the Board of Directors in accordance with the terms and conditions set forth
in Schedule A attached hereto.
      9.    Termination and Amendment of the Plan.  The Board of Directors
of either the Employer or the Corporation may terminate this Plan at any
time.  The Board of Directors of the Employer may at any time and from time
to time modify or amend this Plan in any respect whatsoever, including
without limitation, the making of such amendments or revisions as the Board
shall deem advisable to conform the Plan to any change in law or regulation
applicable thereto.  No termination, modifications or amendment to the Plan
shall, without the consent of the employee by whom any purchase shall have
been made, alter or impair the rights of such employee hereunder. 
Notwithstanding any termination of the Plan, the Corporation's obligations
under paragraph 8 of this Plan shall continue in full force and effect until
all shares of the Preferred Stock have been redeemed.
      10.   Use of Proceeds.  The proceeds derived from the sale of stock
under the Plan shall constitute general funds of the Corporation to be used
for general corporate purposes.
11.   General Restriction.  Each purchase shall be subject to the
requirement that if at any time the Boards of Directors of the Employer
and/or the Corporation shall determine, in their discretion, that the
listing, registration or qualification of the shares subject to such
purchase upon any securities exchange or under any state or federal law, or
that the consent or approval of any government regulatory body, is necessary
or desirable as a condition of, or in connection with, such purchase or the
issue of shares thereunder, such purchase shall be subject to the condition
that such listing, registration, qualification, consent or approval shall
have been effected or obtained free of any conditions not acceptable to the
Board of Directors of the Employer and/or the Corporation.
      12.   Tax Withholding.  The Employer which employs an employee who
purchases Preferred Stock under this Plan shall have the right to deduct or
otherwise effect a withholding of any amount required by federal or state
laws to be withheld with respect to such purchase.  Under appropriate
circumstances, such right shall include the right to receive payments from
the employee of the required withholding amount.
      13.   Notice of Disqualifying Disposition.  An employee who attempts
to dispose of stock acquired pursuant to this Plan in violation of
paragraph 3 hereof shall notify the Employer and the Corporation, in
writing, within thirty (30) days of the attempt to make such disqualifying
disposition.  If a guardian, personal representative, heir, distributee, or
legatee of the employee shall attempt to dispose of stock in a disqualifying
disposition, such guardian, personal representative, heir, distributee, or
legatee shall give the Employer and the Corporation such notice.
August 28, 1995

Pro-Fac Cooperative, Inc.
90 Linden Place
Rochester, NY  14625

      Re:   Registration Statement on Form S-8 (Curtice-Burns
            Foods, Inc. Employee Stock Purchase Plan)        

      We have acted as your counsel in connection with a Registration
Statement on Form S-8 to be filed by you with the Securities and Exchange
Commission, pursuant to the Securities Act of 1933, as amended.  The
Registration Statement covers the shares of Class B, Series 1 10% Cumulative
Preferred Stock (the "Shares") of Pro-Fac Cooperative, Inc. (the
"Cooperative") referred to therein.

      We have reviewed the Registration Statement, the Certificate of
Amendment to the Certificate of Incorporation of the Cooperative authorizing
the issuance of the Shares (the "Certificate"), and the Curtice-Burns Foods,
Inc. Employee Stock Purchase Plan (the "Plan").  As to various questions of
fact material to our opinion, we have relied upon oral representations of
officers of the Cooperative.  We have also examined such certificates of
public officials, corporate documents and records and other certificates,
opinions and instruments and have made such other investigations as we have
deemed necessary in connection with the opinion hereinafter set forth.

      Based on the foregoing and upon such investigation as we have deemed
necessary, it is our opinion that, upon filing of a certified copy of the
Certificate with the New York Department of Agriculture and Markets, the
Shares will be validly issued, fully paid, and nonassessable when sold and
issued in accordance with the terms of the Plan.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                    HARRIS BEACH & WILCOX, LLP

                                    By:   /s/ Richard D. Mathewson
                                          Richard D. Mathewson
Consent of Independent Accountants

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Pro-Fac Cooperative, Inc. of our report dated
September 28, 1994 (which report contains an explanatory paragraph relative
to disputes between Curtice-Burns Food, Inc. and Pro-Fac Cooperative, Inc.)
appearing on page 27 of the Pro-Fac Cooperative, Inc. Annual Report on Form
10-K for the fiscal year ended June 25, 1994.

PRICE WATERHOUSE LLP
Rochester, New York
August 28, 1995