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
- ----------------------------------            before me this 24th day of
    Stephen R. Wright                         September, 2002.
    General Manager and Secretary             David M. Mehalick
    (Principal Financial Officer)             ----------------------------------
                                                        Notary Public

September 24, 2002
                                                My Commission Expires: 9/30/2006
                                                                       ---------


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