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

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 5, 2010

PRO-FAC COOPERATIVE, INC.

(Exact Name of Registrant as Specified in Its 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~~(585) ~~appropriate box below if the Form 8~~218-K4210 ~~filing~~(Registrant’s isTelephone ~~intended~~Number, toIncluding ~~simultaneously satisfy~~Area ~~the~~Code) ~~filing~~(Former ~~obligation~~Name ofor ~~the~~Former ~~registrant~~Address, ~~under~~if ~~any~~Changed ofSince ~~the~~Last ~~following provisions:~~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):


	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))

~~Section~~Page 71 –of ~~Regulation FD~~3

~~Item~~Section ~~7.01.~~2 ~~Regulation~~– FDFinancial ~~Disclosure.~~Information

OnItem ~~January 26, 2010, Pro-Fac Cooperative, Inc~~2. ~~(the “Cooperative”) issued a press release announcing its expected redemption of all of its outstanding Class A cumulative preferred stock~~02. ~~Also~~Results ~~included in the press release is the Cooperative’s notice~~ of ~~the declaration~~Operations byand ~~the~~Financial ~~Cooperative’s Board of Directors of a payment of dividends on its Class A cumulative preferred stock.~~Condition

~~Section~~On 9February –5, 2010, ~~Financial~~Pro-Fac ~~Statements~~Cooperative, Inc. (the “Cooperative”) issued a press release, dated February 5, 2010, to report its financial results for the Cooperative’s fiscal quarter ended December 26, 2009. A copy of the press release is furnished by this Current Report on Form 8-K and is attached to this Report as ~~Exhibits~~Exhibit 99.1 and is incorporated herein by reference.

Section 9 - Financial Statements and Exhibits


Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits .

	Exhibit No.		Title
	99.1		Press Release issued by Pro-Fac Cooperative, Inc. on January 26, 2010


Exhibit 99.1		Press Release issued by Pro-Fac Cooperative, Inc. on February 5, 2010 announcing its financial results for the fiscal quarter ended December 26, 2009.

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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.	~~PRO-FAC COOPERATIVE, INC.~~
January 26, 2010	By:	/s/ Stephen R. Wright
February 5, 2010	By:	/s/ Stephen R. Wright
		Stephen R. Wright, Chief Executive Officer, Chief Financial Officer, General Manager and Secretary
	Stephen R. Wright, Chief Executive
		(Principal Executive Officer and Principal Financial Officer)
	Officer, Chief Financial Officer,
	General Manager and Secretary
	(Principal Executive Officer and
	Principal Financial Officer)

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EXHIBIT INDEX

	Exhibit No.		Title
	99.1		Press Release issued by Pro-Fac Cooperative, Inc. on January 26, 2010

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