Item 5 - Other Events

On July 11, 1994, the Registrant received notice from Curtice-Burns
Foods, Inc., a New York corporation ("Curtice Burns"), that Curtice
Burns was seeking arbitration of certain issues under the
Integrated Agreement dated June 27, 1992, between the Registrant
and Curtice Burns.

Curtice Burns has previously announced that it is pursuing a
proposal from Dean Foods Company ("Dean Foods") to acquire the
common stock of Curtice Burns.  In its notice seeking arbitration,
Curtice Burns indicated that it will not be able to complete the
transaction with Dean Foods unless it resolves its issues with Pro-
Fac.  Curtice Burns further indicated it would seek damages from
Pro-Fac in an amount equal to the difference in value between Dean
Foods' $20 per share offer and the market price per share of
Curtice Burns' stock following any public announcement that the
proposal by Dean Foods is withdrawn.

Curtice Burns seeks arbitration with Pro-Fac of a $30 million
dispute arising from Curtice Burns' unilateral writedown of the
book value of certain assets.  Pro-Fac also has asserted its right
to one-half of the proceeds of a sale of Curtice Burns to a third
party, which in the case of a sale to Dean Foods at the reported
maximum offered price of $20 per share, would entitle Pro-Fac to at
least $50 million.

Pro-Fac has engaged representatives of Curtice Burns and Agway Inc.
(the controlling shareholder of Curtice Burns) in discussions about
these issues, among others.  To date, the parties have been unable
to reach agreement.

Item 7 - Financial Statements, Pro Forma Financial Information and 
         Exhibits

The registrant's press release dated July 11, 1994, is filed as an
exhibit hereto and is incorporated herein by reference.