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                                                                   EXHIBIT 23.1







                       Consent of Independent Accountants




We  hereby  consent  to  the   incorporation  by  reference  in  the  Prospectus
constituting part of this Registration Statement on Form S-2 of our report dated
August 1, 1997 appearing on page 22 of the Annual Report on Form 10-K of Pro-Fac
Cooperative,  Inc.  for the year ended  June 28,  1997.  We also  consent to the
application  of such report to the  Financial  Statement  Schedule for the three
years ended June 28, 1997 listed under Item 14(a) of Pro-Fac Cooperative, Inc.'s
Annual  Report on Form 10-K for the year ended June 28, 1997 when such  schedule
is read in conjunction with the financial  statements referred to in our report.
The audits  referred to in such report also  included this  Financial  Statement
Schedule.  We also consent to the reference to us under the heading "Experts" in
such Prospectus.



/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP

Rochester, New York
September 16, 1997