On April 3, 2009, Pro-Fac Cooperative, Inc. issued a press release announcing that it has declared a dividend of $0.43 per share on its Class A cumulative preferred stock payable on April 30, 2009, to shareholders of record on April 15, 2009. The press release also announced that future quarterly dividends, beginning with the July 31, 2009 dividend, if declared by Pro-Fac's Board of Directors, are expected to be at the rate of $0.20 per share.

Pro-Fac's press release and questions and answers concerning the change in expected dividend payments are attached to this Current Report on Form 8-K as Exhibit 99.1 and Exhibit 99.2, respectively.

(d) Exhibits

The following Exhibits are filed with this Current Report:

Exhibit   Description
99.1      Press release, dated April 3, 2009, announcing declaration of dividend and
          future quarterly dividend expectations.

99.2      Questions and answers concerning the change in expected dividend payments.