UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT~~ TOPURSUANTTO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~November~~ 6December 23, 2009

PRO-FAC COOPERATIVE, INC. (Exact Name of Registrant as Specified in Its Charter) New York (State or Other Jurisdiction of Incorporation)

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

New York
(State or Other Jurisdiction of Incorporation)

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

0-20539	16-6036816
590 Willow Brook Office Park, Fairport, New York	14450
(Commission File Number)	(IRS Employer Identification No.)
(Address of Principal Executive Offices)	(Zip Code)
(585) 218-4210
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)

590 Willow Brook Office Park, Fairport, New York	14450
(Address of Principal Executive Offices)	(Zip Code)

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:

~~(585)~~ o ~~218-4210~~Written ~~(Registrant’s~~communications ~~Telephone~~pursuant ~~Number,~~to ~~Including~~Rule ~~Area~~425 under ~~Code)~~the ~~(Former~~Securities ~~Name~~Act or(17 ~~Former~~CFR ~~Address, if Changed Since Last Report~~230.425)

~~Check the~~ o ~~appropriate~~Soliciting ~~box~~material ~~below~~pursuant ifto ~~the~~Rule ~~Form 8~~14a-K12 ~~filing is intended to simultaneously satisfy the filing obligation of the registrant~~ under ~~any of~~ the ~~following provisions~~Exchange Act (~~see General~~17 ~~Instruction~~CFR A240.~~2. below~~14a-12):

o ~~Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o~~ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ~~o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~

~~Page~~ o 1Pre-commencement ofcommunications 3pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 28 – ~~Financial~~Other ~~Information~~Events

Item 28.0201. ~~Results~~Other ~~of Operations and Financial Condition~~Events.

On ~~November~~December 623, 2009, Pro-Fac Cooperative, Inc. (the “Cooperative”) issued a press release, ~~dated~~announcing ~~November~~its 6,receipt ~~2009,~~of toa ~~report~~$238 ~~its~~million ~~financial results~~distribution ~~for~~from ~~the~~Birds ~~Cooperative’s~~Eye ~~fiscal~~Holdings ~~quarter ended September 26, 2009~~LLC. A copy of the press release is ~~furnished~~being byfiled as Exhibit 99.1 to this Current Report on Form 8-K and is ~~attached to this Report as Exhibit 99.1 and is~~ incorporated herein by reference.

~~Section~~ Section 9 -– Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Press Release issued by Pro-Fac Cooperative, Inc. on November 6, 2009 announcing its financial results for the fiscal quarter ended September 26, 2009.

Exhibit No.		Title

99.1		Press Release issued by Pro-Fac Cooperative, Inc. on December 23, 2009

Page 2 of 34

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.
November 6, 2009	By: /s/ Stephen R. Wright
December 23, 2009	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)
	Stephen R. Wright, Chief Executive
	Officer, Chief Financial Officer,
	General Manager and Secretary
	(Principal Executive Officer and
	Principal Financial Officer)

Page 3 of 34

EXHIBIT INDEX

Exhibit No.		Title

99.1		Press Release issued by Pro-Fac Cooperative, Inc. on December 23, 2009

Page 4 of 4

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