UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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): February 6, 2006

                            PRO-FAC COOPERATIVE, INC.
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             (Exact Name of Registrant as Specified in Its Charter)

                                    New York
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                 (State or Other Jurisdiction of Incorporation)

            0-20539                                     16-6036816
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    (Commission File Number)                 (IRS Employer Identification No.)

350 Linden Oaks, P.O. Box 30682, Rochester, New York             14603-0682
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    (Address of Principal Executive Offices)                     (Zip Code)

                                 (585) 218-4210
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              (Registrant's Telephone Number, Including Area Code)

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          (Former Name or Former Address, if Changed Since Last Report)

      Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

      [ ]   Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

      [ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

      [ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

      [ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

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                        Section 2 - Financial Information

Item 2.02. Results of Operations and Financial Condition

On February 6, 2006, Pro-Fac Cooperative, Inc. (the "Cooperative") issued a
press release to report its financial results for the Cooperative's fiscal
quarter ended December 24, 2005. A copy of the press release is furnished by
this Current Report on Form 8-K and is attached to this Report as Exhibit 99.1
and is incorporated herein by reference.

                  Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits .

      Exhibit 99.1 Press Release issued by Pro-Fac Cooperative, Inc. on
                   February 6, 2006 announcing its financial results for
                   the fiscal quarter ended December 24, 2005.

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                                   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 hereunto duly authorized.

                                                     PRO-FAC COOPERATIVE, INC.

February 6, 2006                                 By: /s/ Stephen R. Wright
                                                     ---------------------------
                                                     Stephen R. Wright, Chief
                                                     Executive Officer, Chief
                                                     Financial Officer, General
                                                     Manager and Secretary
                                                     (Principal Executive
                                                     Officer and Principal
                                                     Financial Officer)

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