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): January 26, 2010 PRO-FAC COOPERATIVE, INC. (Exact Name of Registrant as Specified in Charter) New York (State or Other Jurisdiction of Incorporation)

FORM 8-K


0-20539	16-6036816

(Commission File Number)	(IRS Employer Identification No.)

CURRENT REPORT PURSUANTTO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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

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.)


590 Willow Brook Office Park, Fairport, New York		14450

(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)

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:

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))

oSection ~~Soliciting~~7 ~~material~~– ~~pursuant~~Regulation ~~to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~FD

oItem ~~Pre-commencement~~7.01. ~~communications~~Regulation ~~pursuant~~FD ~~to Rule 14d-2(b) under the Exchange Act (17 CFR 240~~Disclosure.~~14d-2(b))~~

oOn ~~Pre-commencement~~January ~~communications~~26, ~~pursuant~~2010, Pro-Fac toCooperative, ~~Rule~~Inc. ~~13e-4~~(cthe “Cooperative”) ~~under~~issued a press release announcing its expected redemption of all of its outstanding Class A cumulative preferred stock. Also included in the ~~Exchange~~press ~~Act~~release ~~(17~~is ~~CFR~~the ~~240~~Cooperative’s notice of the declaration by the Cooperative’s Board of Directors of a payment of dividends on its Class A cumulative preferred stock.~~13e-4(c))~~

Section 89 – ~~Other~~Financial ~~Events~~Statements and Exhibits

Item 89.01. ~~Other~~Financial ~~Events~~Statements and Exhibits.

~~On December 23, 2009, Pro-Fac Cooperative, Inc.~~ (~~the “Cooperative”~~d) ~~issued~~ ~~a press release announcing its receipt of a $238 million distribution from Birds Eye Holdings LLC~~Exhibits. ~~A copy of the press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.~~

Section 9 – Financial Statements and Exhibits


	Exhibit No.		Title


	99.1		Press Release issued by Pro-Fac Cooperative, Inc. on January 26, 2010

~~Item~~Page ~~9.01.~~2 ~~Financial~~of ~~Statements and Exhibits.~~4

~~(d) Exhibits.~~SIGNATURES

Exhibit No.		Title
99.1		Press Release issued by Pro-Fac Cooperative, Inc. on December 23, 2009

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.

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		PRO-FAC COOPERATIVE, INC.

January 26, 2010	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)

~~SIGNATURES~~Page 3 of 4

~~Pursuant~~EXHIBIT ~~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.~~ INDEX

	PRO-FAC COOPERATIVE, INC.
	Exhibit No.		Title
December 23, 2009	By:	/s/ Stephen R. Wright
	99.1		Press Release issued by Pro-Fac Cooperative, Inc. on January 26, 2010
	Stephen R. Wright, Chief Executive
	Officer, Chief Financial Officer,
	General Manager and Secretary
	(Principal Executive Officer and
	Principal Financial Officer)

Page 34 of 4

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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