8-K

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 11, 2008

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 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 2 – Financial Information

Item 2.02.    Results of Operations and Financial Condition

On February 11, 2008, Pro-Fac Cooperative, Inc. (the “Cooperative”) issued a press release to report its financial results for the fiscal quarter ended December 29, 2007. A copy of the press release is furnished with 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.

(d) Exhibits .

Exhibit 99.1     Press Release issued by Pro-Fac Cooperative,
Inc. on February 11, 2008 announcing its
financial results for the fiscal quarter ended
December 29, 2007.

Page 2 of 3

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 11, 2008	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)

Page 3 of 3

EX-99.1

	Exhibit 99.1
	Contacts: Kevin Murphy 585-218-4210

PRO-FAC ANNOUNCES SECOND FISCAL QUARTER 2008 RESULTS

Fairport, N.Y., February 11, 2008…Pro-Fac Cooperative, Inc. (“Pro-Fac” or the “Cooperative”) (Nasdaq-CM: PFACP), an agricultural cooperative, filed its Report on Form 10-QSB for the fiscal quarter ended December 29, 2007 today with the Securities and Exchange Commission. The Form 10-QSB among other things includes Pro-Fac’s financial results for the second quarter of fiscal 2008.

For the fiscal quarter ended December 29, 2007, Pro-Fac had net income of $1.0 million. The income for the quarter ended December 29, 2007, resulted primarily from investment income earned of $0.7 million, net of normal operating expenses of approximately $0.4 million and a tax-benefit of $0.6 million.

ABOUT PRO-FAC:

Pro-Fac Cooperative is an agricultural cooperative that markets crops grown by its member-growers, including fruits (cherries, applies, blueberries, and peaches), vegetables (snap beans, beets, cucumbers, peas, sweet corn, carrots, cabbage, squash, asparagus and potatoes) and popcorn. Only growers of crops marketed through Pro-Fac (or associations of such growers) can become members of Pro-Fac. Pro-Fac’s Class A cumulative preferred stock is listed on The Nasdaq Capital Market under the stock symbol, “PFACP”. More information about Pro-Fac can be found on its web site at http://profaccoop.com/.