Exhibit 99.2


               STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER
                        REGARDING FACTS AND CIRCUMSTANCES
                        RELATING TO EXCHANGE ACT FILINGS

     I, Stephen R. Wright, state and attest that:

     (1) To the best of my knowledge, based upon a review of the covered reports
of Pro-Fac  Cooperative,  Inc.,  and,  except as corrected or  supplemented in a
subsequent covered report:

          o    no covered report contained an untrue statement of a material
               fact as of the end of the period covered by such report (or in
               the case of a report on Form 8-K or definitive proxy materials,
               as of the date on which it was filed); and

          o    no covered report omitted to state a material fact necessary to
               make the statements in the covered report, in light of the
               circumstances under which they were made, not misleading as of
               the end of the period covered by such report (or in the case of a
               report on Form 8-K or definitive proxy materials, as of the date
               on which it was filed).

     (2) I have reviewed the contents of this statement with the Company's audit
committee.

     (3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":

          o    the Annual Report on Form 10-K of Pro-Fac  Cooperative,  Inc. for
               the fiscal year ended June 29, 2002;

          o    all  reports  on Form  10-Q,  all  reports  on  Form  8-K and all
               definitive  proxy  materials of Pro-Fac  Cooperative,  Inc. filed
               with the  Commission  subsequent  to the  filing of the Form 10-K
               identified above; and

          o    any amendments to any of the foregoing.


/s/ Stephen R. Wright                     Subscribed and sworn to
Stephen R. Wright                         before me this 2nd  day of
General Manager and Secretary             October, 2002.
(Principal Financial Officer)             Julia H. McMaster
Dated October 2, 2002                     Notary Public

                                          My Commission Expires:April 30, 2006