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


                                    FORM 8-K


                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of Earliest Event Reported): March 12, 2002

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


                                                                      

                 New York                              0-20539                          16-6036816
- ------------------------------------------     --------------------------   ------------------------------------
(State or other jurisdiction of incorporation) (Commission File Number)(IRS Employer Identification Number)



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


        Registrant's Telephone Number Including Area Code: (585) 383-1850










Item 9. Regulation FD Disclosure

On March 12, 2002,  Agrilink  Foods,  Inc.  ("Agrilink  Foods"),  a wholly owned
subsidiary of Pro-Fac Cooperative,  Inc., issued a press release announcing that
it had entered into an exclusive  letter of intent with Vestar Capital  Partners
related to a capital  investment of $175 million. A copy of the press release is
attached  to this Report as Exhibit 99 and is  incorporated  into this Report by
reference.










                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                          PRO-FAC COOPERATIVE, INC.



Date:    March 12, 2002        BY:   /s/      Earl L. Powers
         --------------             --------------------------------------
                                              EARL L. POWERS,
                                                 TREASURER
                                      (Principal Financial Officer and
                                        Principal Accounting Officer)







                                      INDEX TO EXHIBITS


Exhibit No.                              Description

    99        Press Release announcing Letter of Intent, dated March 12, 2002.