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): November 8, 1999

                            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: (716) 383-1850













Item 5.       Other Events

Sale of Midwest Private Label Canned Vegetable Business to Seneca Foods

On  November 8, 1999,  Agrilink  Foods,  a  wholly-owned  subsidiary  of Pro-Fac
Cooperative (Nasdaq:PFACP) and Seneca Foods Corporation (Nasdaq:SENEA and SENEB)
completed the sale of Agrilink's Midwest private label canned vegetable business
to Seneca Foods. Included in this transaction is Agrilink's Arlington, Minnesota
facility.  Agrilink  will  retain  its Fond du Lac,  Green Bay and  Hortonville,
Wisconsin  facilities.  This  transaction  does not  include  Agrilink's  retail
branded canned vegetables, Veg-All and Freshlike.

Seneca  Foods  Corporation  is  primarily a vegetable  processing  company  with
manufacturing  facilities located throughout the United States. Its products are
sold under the  Libby's(TM),  Aunt Nellie's  Farm  Kitchen(TM),  and  Seneca(TM)
labels as well as through the private label and industrial markets. In addition,
under an alliance with The Pillsbury Company,  Seneca produces canned and frozen
vegetables which are sold by Pillsbury under the Green Giant label.







                                   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.



Dated:  November 24, 1999            By: /s/        Earl L. Powers
        -----------------                --------------------------------------
                                                    Earl L. Powers,
                                              VICE PRESIDENT FINANCE AND
                                                  ASSISTANT TREASURER
                                           (Principal Financial Officer and
                                             Principal Accounting Officer)