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<SEC-DOCUMENT>/in/edgar/work/20000623/0000088948-00-000002/0000088948-00-000002.txt : 20000920
<SEC-HEADER>0000088948-00-000002.hdr.sgml : 20000920
ACCESSION NUMBER:		0000088948-00-000002
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20000331
FILED AS OF DATE:		20000623

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SENECA FOODS CORP /NY/
		CENTRAL INDEX KEY:			0000088948
		STANDARD INDUSTRIAL CLASSIFICATION:	 [2033
]		IRS NUMBER:				160733425
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			0331
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		10-K
			SEC ACT:		
			SEC FILE NUMBER:	000-01989
			FILM NUMBER:		659494
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		1162 PITTSFORD VICTOR RD
				CITY:			PITTSFORD
				STATE:			NY
				ZIP:			14534
				BUSINESS PHONE:		7163859500
</BUSINESS-ADDRESS>

				FORMER COMPANY:	
					FORMER CONFORMED NAME:	PIERCE S S COMPANY INC
					DATE OF NAME CHANGE:	19861210
</FORMER-COMPANY>

					FORMER COMPANY:	
						FORMER CONFORMED NAME:	SENECA FOODS CORP
						DATE OF NAME CHANGE:	19780425
</FORMER-COMPANY>

						FORMER COMPANY:	
							FORMER CONFORMED NAME:	SENECA GRAPE JUICE CORP
							DATE OF NAME CHANGE:	19710419
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>

<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K


                Annual Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

For the fiscal year-ended March 31, 2000       Commission File Number 0-1989

                            SENECA FOODS CORPORATION
                            ------------------------
             (Exact name of registrant as specified in its charter)

         New York                                        16-0733425
         --------                                        ----------
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)


1162 Pittsford-Victor Road, Pittsford, New York             14534
- -----------------------------------------------             -----
     (Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code      (716) 385-9500

Securities registered pursuant to Section 12(b) of the Act:

                                                    Name of Each Exchange on
Title of Each Class                                      Which Registered

      None                                                     None

Securities registered pursuant to Section 12(g) of the Act:

                         Common Stock Class A, $.25 Par
                         Common Stock Class B, $.25 Par
                                (Title of Class)

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained herein, and
will not be  contained,  to best of the  registrant's  knowledge,  in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to the Form 10-K.  X
                                            -----

Check mark indicates whether registrant has (1) filed all reports required to be
filed by Section 13 or 15(d) of the  Securities  Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that  registrant was required to
file such reports),  and (2) has been subject to the filing  requirements for at
least the past 90 days.

Yes    X      No
     -----       -----

The  aggregate  market  value  of the  Registrant's  voting  securities  held by
non-affiliates  based on the  closing  sales  price per  market  reports  by the
National Market System on June 1, 2000 was approximately $74,532,000.

Common shares outstanding as of June 1, 2000 were Class A:  3,803,938, Class B:
2,767,357.

Documents Incorporated by Reference:

(1)  Proxy  Statement  to be issued prior to June 30, 2000  connection  with the
     registrant's   annual  meeting  of  stockholders  (the  "Proxy  Statement")
     applicable to Part III, Items 10-13 of Form 10-K.

(2)  Portions of the Annual Report to  shareholders  for fiscal year ended March
     31, 2000 (the "2000 Annual  Report")  applicable  to Part II, Items 5-8 and
     Part IV, Item 14 of Form 10-K.


<PAGE>
<TABLE>


                                TABLE OF CONTENTS
                      FORM 10-K ANNUAL REPORT - FISCAL 2000
                            SENECA FOODS CORPORATION



PART I.
<CAPTION>

                                                                                                               Pages
                                                                                                               -----
<S> <C>           <C>                                                                                          <C>
    Item 1.       Business                                                                                      1-3
    Item 2.       Properties                                                                                      3
    Item 3.       Legal Proceedings                                                                               4
    Item 4.       Submission of Matters to a Vote of Equity Security Holders                                      4

PART II.

    Item 5.       Market for the Registrant's Common Stock and Related Security Holder Matters                    4
    Item 6.       Selected Financial Data                                                                         4
    Item 7.       Management's Discussion and Analysis of Financial Condition and Results
                  of Operations                                                                                   4
    Item 7A.      Quantitative and Qualitative Disclosures about Market Risk                                      4
    Item 8.       Financial Statements and Supplementary Data                                                     5
    Item 9.       Changes in and Disagreements on Accounting and Financial Disclosure                             5

PART III.

    Item 10.      Directors and Executive Officers of the Registrant                                              7
    Item 11.      Executive Compensation                                                                          7
    Item 12.      Security Ownership of Certain Beneficial Owners and Management                                  7
    Item 13.      Certain Relationships and Related Transactions                                                  7

PART IV.

    Item 14.      Exhibits, Financial Statements Schedules and Reports on Form 8-K                             7-10

SIGNATURES                                                                                                    11-12
</TABLE>


<PAGE>





                                     PART I
                                     Item 1

                                    Business

                         General Development of Business

SENECA FOODS  CORPORATION (the "Company") was organized in 1949 and incorporated
under the laws of the  State of New York.  In the  spring of 1995,  the  Company
began operations under its Alliance Agreement with The Pillsbury Company,  which
created the Company's most significant business relationship. Under the Alliance
Agreement,  the  Company  has  packed  canned  and  frozen  vegetables  carrying
Pillsbury's  Green  Giant brand name.  These  Green Giant  vegetables  have been
produced in vegetable plants which the Company acquired from Pillsbury and, to a
lesser  extent,  in the Company's  other  vegetable  plants,  which also produce
vegetables under the Libby's brand name,  which is licensed to the Company,  and
other brand names owned by the Company or its customers.

Since the onset of the Alliance  Agreement,  vegetable  production  has been the
Company's dominant line of business.  In fiscal 1999, the Company sold its fruit
juice business and its applesauce and industrial  flavors business.  As a result
of these  fiscal  1999  divestitures,  the  Company's  only  non-vegetable  food
products are a line of fruit products.

                  Financial Information about Industry Segments

The Company's  business  activities are conducted in food and non-food segments.
The food segment  constitutes 98% of total sales, of which  approximately 97% is
vegetable processing and 3% is fruit processing.  The non-food segment is an air
charter service,  which represents 2% of the Company's  business.  Consequently,
the financial information related to segments is not material.

                        Narrative Description of Business

                         Principal Products and Markets

Food Processing

The  principal  products  of  this  segment  include  canned  vegetable,  frozen
vegetable and fruit products.  The products are sold to retail and institutional
markets.  The Company has  divided the United  States into four major  marketing
sections:   Eastern,  Southern,   Northwestern,   and  Southwestern.   Vegetable
operations are primarily  supported by plant  locations in New York,  Wisconsin,
Washington,  Idaho,  and Minnesota.  Plant  locations in Kentucky,  Michigan and
Washington  provide ready access to the domestic  sources of fruit  necessary to
support marketing efforts in their respective sections of the country.

The following table summarizes net sales by major product category for the years
ended March 31, 2000, 1999, and 1998:
<TABLE>


<CAPTION>
Classes of similar products/services:                      2000                1999                1998
- -------------------------------------------------------------------------------------------------------
                                                                        (In thousands)
   <S>                                                <C>                 <C>                 <C>



   Green Giant vegetables                             $ 263,279           $ 289,946           $ 277,080
   Canned vegetables                                    279,774             239,338             241,166
   Frozen vegetables                                     27,156              20,446              19,283
   Fruit products                                        20,083              17,189              16,395
   Flight operations                                      5,105               4,225               2,894
   Other                                                  9,559               5,049               3,708
- -------------------------------------------------------------------------------------------------------

                                                      $ 604,956           $ 576,193           $ 560,526
=======================================================================================================
</TABLE>



<PAGE>


Other

Seneca Flight Operations provides air charter service primarily to industries in
upstate New York.


                     Source and Availability of Raw Material

Food Processing

The Company's food processing  plants are located in major  vegetable  producing
states.  Fruits and vegetables  are primarily  obtained  through  contracts with
growers. The Company's sources of supply are considered equal or superior to its
competition for all of its food products.


                                Seasonal Business

Food Processing

While  individual  fruits and vegetables have seasonal cycles of peak production
and sales,  the  different  cycles are usually  offsetting  to some extent.  The
supply of  commodities,  current  pricing,  and expected  new crop  quantity and
quality,  affect the timing of the Company's  sales and earnings.  An Off Season
Allowance  is  established  during the year to  minimize  the effect of seasonal
production on earnings. Off Season Allowance is zero at fiscal year-end.


                                     Backlog

Food Processing

In the food  processing  business,  the end of year sales  order  backlog is not
considered  meaningful.   Traditionally,   larger  customers  provide  tentative
bookings for their expected  purchases for the upcoming  season.  These bookings
are further  developed  as data on the  expected  size of the  related  national
harvests  becomes  available.  In general,  these bookings serve as a yardstick,
rather than as a firm commitment,  since actual harvest results can vary notably
from early estimates.  In actual practice,  the Company has substantially all of
its expected  seasonal  production  identified to potential sales outlets before
the seasonal production is completed.


                            Competition and Customers

Food Processing

Competition  in  the  food  business  is  substantial  with  imaginative   brand
registration,  quality, service, and pricing being the major determinants in the
Company's relative market position. During the past year approximately 9% of the
Company's  processed  foods were packed for retail  customers  under the Company
branded labels of Libby's(R),  Blue Boy(R),  Aunt Nellie's Farm Kitchen(R),  and
Seneca(R).  About 17% of the processed foods were packed for institutional  food
distributors  and 29% of  processed  foods were retail  packed under the private
label of customers.  The remaining 45% is sold under the Alliance Agreement with
Pillsbury (see note 13 of Item 8, Financial  Statements and Supplementary Data).
Termination of the Alliance  Agreement  would have a material  adverse effect on
the Company taken as a whole.  The  customers  represent a full cross section of
the retail,  institutional,  distributor, and industrial markets and the Company
does not consider  itself  dependent on any single sales source other than sales
attributable to the Alliance Agreement.

The principal branded products are Libby's canned vegetable products, which rate
among the top five national brands.  The information under the heading Liquidity
and Capital  Resources  in  Management's  Discussion  and  Analysis of Financial
Condition and Results of Operations in the 2000 Annual Report is incorporated by
reference.


<PAGE>


                            Environmental Protection

Environmental  protection is an area that has been worked on most  diligently at
each food processing facility. In all locations, the Company has cooperated with
federal, state, and local environmental protection authorities in developing and
maintaining suitable  antipollution  facilities.  In general,  pollution control
facilities are equal to or somewhat superior to those of our competitors and are
within  environmental  protection  standards.  The  Company  does not expect any
material capital  expenditures to comply with  environmental  regulations in the
near future. The Company is a potentially  responsible party with respect to two
waste disposal sites owned and operated by others. The Company believes that any
reasonably anticipated liabilities will not exceed $260,000 in the aggregate.


                                                     Employment
                                                     ----------
                  Food processing  -  Full time            2,119
                                    - Seasonal               507
                                                       ---------
                                                           2,626
                                      Other                   88
                                                       ---------

                                                           2,714
                                                       =========

The Company has six  collective  bargaining  agreements  with four union  locals
covering  approximately  539 of its  full  time  employees.  The  terms of these
agreements  result in wages and benefits,  which are  substantially the same for
comparable  positions for the Company's  non-union  employees.  Three collective
bargaining  agreements expire in calendar 2002. The remaining  agreement expires
in calendar 2003.


                               Foreign Operations

Export sales for the Company are a relatively  small  portion  (about 3%) of the
food processing sales.


                                     Item 2

                                   Properties

The Company has seven food  processing,  packaging,  and warehousing  facilities
located in New York State that provide  approximately  1,647,000  square feet of
food packaging, freezing and freezer storage, and warehouse storage space. These
facilities  process and package fruit and vegetable  products.  The Company is a
lessee under a number of operating  and capital  leases for  equipment  and real
property used for processing and warehousing.

Six  facilities  in  Minnesota,  one facility in Michigan,  three  facilities in
Washington,  one facility in Idaho, one facility in Kentucky, and six facilities
in Wisconsin  provide  approximately  5,720,000  square feet of food  packaging,
freezing and freezer  storage,  and warehouse  storage space.  These  facilities
process and package  various  vegetable and fruit  products.  The facilities are
owned by the Company.

The Company's air charter  division has a 42,000 square foot facility,  which is
owned by the Company.

All of the  properties are well  maintained and equipped with modern  machinery.
All locations,  although  highly  utilized,  have the ability to expand as sales
requirements justify. Because of the seasonal production cycles the exact extent
of  utilization  is  difficult  to  measure.  In  certain   circumstances,   the
theoretical full efficiency levels are being reached; however,  expansion of the
number of production  days or hours could increase the output by up to 20% for a
season.

Certain of the Company's  facilities are mortgaged to financial  institutions to
secure long-term debt and capital lease  obligations.  See Notes 4 and 5 of Item
8, Financial Statements and Supplementary Data, for additional information about
the Company's long-term debt and lease commitments.



<PAGE>


                                     Item 3

                                Legal Proceedings

In the ordinary  course of its business,  the Company is made a party to certain
legal proceedings seeking monetary damages. The Company does not believe that an
adverse  decision  in any of these  proceedings  would have a  material  adverse
impact on its financial position, results of operations or cash flows.


                                     Item 4

           Submission of Matters to a Vote of Equity Security Holders

No matters were submitted to vote of shareholders during the last quarter of the
fiscal period covered by this report.


                                     PART II

                                     Item 5

  Market for the Registrant's Common Stock and Related Security Holder Matters

Each class of preferred  stock  receives  preference as to dividend  payment and
declaration over any common stock. In addition,  refer to the information in the
2000 Annual Report,  "Shareholder  Information and Quarterly Results",  which is
incorporated by reference.


                                     Item 6

                             Selected Financial Data

Refer  to the  information  in the  2000  Annual  Report,  "Five  Year  Selected
Financial Data", which is incorporated by reference.


                                     Item 7

 Management's Discussion and Analysis of Financial Condition and Results
                                 of Operations

Refer to the information in the 2000 Annual Report, "Management's Discussion and
Analysis  of  Financial   Condition  and  Results  of   Operations",   which  is
incorporated by reference.


                                     Item 7A

           Quantitative and Qualitative Disclosures about Market Risk

Refer  to  the  information  in  the  2000  Annual  Report,   "Quantitative  and
Qualitative Disclosures about Market Risk", which is incorporated by reference.


<PAGE>



                                     Item 8

                   Financial Statements and Supplementary Data

Refer to the  information  in the 2000 Annual  Report,  "Consolidated  Financial
Statements and Notes thereto including Independent  Auditors' Report",  which is
incorporated by reference.

                                     Item 9

       Changes in and Disagreements on Accounting and Financial Disclosure

None.


<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders of
  Seneca Foods Corporation
Pittsford, New York

We  have  audited  the  consolidated   financial   statements  of  Seneca  Foods
Corporation and  subsidiaries as of March 31, 2000 and 1999, and for each of the
three  years in the period  ended  March 31,  2000,  and have  issued our report
thereon dated May 26, 2000; such  consolidated  financial  statements and report
are included in your 2000 Annual  Report to  Shareholders  and are  incorporated
herein by  reference.  Our  audits  also  included  the  consolidated  financial
statement schedule of Seneca Foods Corporation,  listed in Item 14 (A)(2).  This
consolidated financial statement schedule is the responsibility of the Company's
management.  Our responsibility is to express an opinion based on our audits. In
our opinion, such consolidated financial statement schedule,  when considered in
relation  to the  basic  consolidated  financial  statements  taken  as a whole,
presents fairly in all material respects the information set forth therein.

DELOITTE & TOUCHE LLP

Rochester, New York
May 26, 2000



<PAGE>


                                    PART III


                                     Item 10

               Directors and Executive Officers of the Registrant



                                     Item 11

                             Executive Compensation


                                     Item 12

         Security Ownership of Certain Beneficial Owners and Management


                                     Item 13

                 Certain Relationships and Related Transactions

Information  required by Items 10 through 13 will be filed  separately  with the
Commission,  pursuant  to  Regulation  14A,  in  a  definitive  proxy  statement
involving the election of directors, which is incorporated herein by reference.

                                     PART IV


                                     Item 14

        Exhibits, Financial Statement Schedules, and Reports on Form 8-K


A.    Exhibits,  Financial Statements, and Supplemental Schedules

      1.   Financial   Statements  -  the   following   consolidated   financial
           statements of the  Registrant,  included in the Annual Report for the
           year ended March 31, 2000, are incorporated by reference in Item 8:

           Consolidated Statements of Net Earnings - March 31,  2000,  1999  and
           1998

           Consolidated Balance Sheets - March 31, 2000 and 1999

           Consolidated Statements of Cash Flows - March 31, 2000, 1999 and 1998

           Consolidated Statements of  Stockholders' Equity -  March  31,  2000,
           1999 and 1998

           Notes to Consolidated Financial Statements - March 31, 2000, 1999 and
           1998

           Independent Auditors' Report


<PAGE>



                                                                       Pages
                                                                       -----
2.     Supplemental Schedule:
       ---------------------

       Schedule II        --        Valuation and Qualifying Accounts    9

Other schedules have not been filed because the conditions  requiring the filing
do not  exist  or the  required  information  is  included  in the  consolidated
financial statements, including the notes thereto.

3.       Exhibits:
         --------
No. 3 - Articles of Incorporation  and  By-Laws -  Incorporated  by reference to
     the Company's Form 10-Q/A filed August,  1995; as amended by the amendments
     filed with the  Company's  Form 10-K  filed  June  1996,  as amended by the
     Company's definitive proxy statement filed July, 1998.

No. 4 - Articles  defining  the  rights of security  holders -  Incorporated  by
     reference to the  Company's  Form 10-Q/A filed  August,  1995 as amended by
     amendments  filed with the Company's Form 10-K filed June 1996.  Instrument
     defining  the  rights of any holder of  Long-Term  Debt -  Incorporated  by
     reference to Exhibit 99 to the  Company's  Form 10-Q filed  January 1995 as
     amended by Exhibit  No. 4 of the  Company's  Form 10-K  filed  June,  1997,
     amended  by  Exhibit 4 of the  Company's  Form 10-Q and Form  10-Q/A  filed
     November,   1997,  as  amended  by  amendments  filed  with  the  Company's
     definitive proxy statement filed July, 1998. The Company will furnish, upon
     request to the SEC,  a copy of any  instrument  defining  the rights of any
     holder of Long-Term Debt.

No. 10 - Material  Contracts - Incorporated  by  reference to the Company's Form
     8-K dated  February 24, 1995 for the First  Amended and  Restated  Alliance
     Agreement and the First Amended and Restated Asset Purchase  Agreement both
     with The Pillsbury Company.

No. 13 - The  material contained in the 2000 Annual Report to Shareholders under
     the following headings: "Five Year Selected Financial Data",  "Management's
     Discussion and Analysis of Financial  Condition and Results of Operations",
     "Consolidated  Financial Statements and Notes thereto including Independent
     Auditors' Report",  "Quantitative and Qualitative  Disclosures about Market
     Risk", and "Shareholder Information and Quarterly Results".

No. 21 - List of Subsidiaries 10

No. 23 - Consents of Experts and Counsel 10

No. 27 - Financial Data Schedules


B.    Reports on Form 8-K

      None.


<PAGE>

<TABLE>

                                   Schedule II

                        VALUATION AND QUALIFYING ACCOUNTS
                                 (In thousands)


<CAPTION>

                                              Balance at    Charged/      Charged to    Deductions    Balance
                                              Beginning     (Credited)    other         from          at end
                                              of period     to income     accounts      reserve       of period
- ---------------------------------------------------------------------------------------------------------------

<S>                                           <C>           <C>           <C>           <C>     <C>   <C>

Year-ended March 31, 2000:
      Allowance for doubtful accounts         $       487   $       (5)   $   --        $    13 (a)   $       469
                                              ===================================================================
Year-ended March 31, 1999:
      Allowance for doubtful accounts         $       207   $       425   $   --        $   145 (a)   $       487
                                              ===================================================================
Year-ended March 31, 1998:
      Allowance for doubtful accounts         $       200   $       140   $   --        $   133 (a)   $       207
                                              ===================================================================

<FN>
(a) Accounts written off, net of recoveries.
</FN>
</TABLE>



<PAGE>




                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15 (d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                  SENECA FOODS CORPORATION



                                  By /s/Jeffrey L. Van Riper     June 16, 2000
                                  --------------------------------------------
                                         Jeffrey L. Van Riper
                                         Controller and Secretary
                                         (Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated:

    Signature                        Title                       Date
    ---------                        -----                       ----

/s/Arthur S. Wolcott     Chairman and Director               June 16, 2000
- --------------------
Arthur S. Wolcott



/s/Kraig H. Kayser       President, Chief Executive Officer, June 16, 2000
- ------------------       and Director
Kraig H. Kayser



/s/Philip G. Paras       Chief Financial Officer             June 16, 2000
- ------------------
Philip G. Paras



/s/Jeffrey L. Van Riper   Controller and Secretary           June 16, 2000
- -----------------------   (Principal Accounting Officer)
Jeffrey L. Van Riper



/s/Arthur H. Baer         Director                           June 16, 2000
- -----------------
Arthur H. Baer



/s/Andrew M. Boas         Director                           June 16, 2000
- -----------------

Andrew M. Boas



/s/Robert T. Brady        Director                           June 16, 2000
- ------------------
Robert T. Brady


<PAGE>


Continued


    Signature                        Title                       Date
    ---------                        -----                       ----

/s/David L. Call          Director                           June 16, 2000
- ----------------

David L. Call



/s/Edward O. Gaylord      Director                           June 16, 2000
- --------------------
Edward O. Gaylord



/s/G. Brymer Humphreys    Director                           June 16, 2000
- ----------------------
G. Brymer Humphreys



/s/Susan W. Stuart        Director                           June 16, 2000
- ------------------
Susan W. Stuart

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>2000 ANNUAL REPORT TO SHAREHOLDERS
<TEXT>


                                   Exhibit 13



<TABLE>
Five Year Selected Financial Data

Summary of Operations and Financial Condition
(In thousands of dollars, except per share data)
<CAPTION>

                                                                                                                    (Eight Months)
 Years ended March 31,                                 2000          1999          1998           1997          1996          1995
 --------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>           <C>           <C>            <C>           <C>           <C>

 Net sales                                        $ 604,956     $ 576,193     $ 560,526      $ 571,016     $ 354,286     $ 128,744
 --------------------------------------------------------------------------------------------------------------------------------

 Operating earnings (before Corporate
    interest and administrative expense)          $  27,335     $  27,138     $  22,732      $  43,536     $  18,613     $   4,840
 Earnings (loss) from continuing
    operations before extraordinary item and
    cumulative effect of accounting change            4,320         1,420        (3,181)         8,966        (6,618)       (1,941)
 Earnings (loss) from discontinued operations            --        (6,791)       (1,963)        (1,435)       (3,529)        3,262
 Gain on sale of discontinued operations                 --        11,756            --             --            --            --
 Earnings (loss) before extraordinary item and
    cumulative effect of accounting change            4,320         6,385        (5,144)         7,531       (10,147)        1,321
 Extraordinary loss                                      --        (1,222)           --             --            --            --
 Net earnings (loss)                                  4,320         5,163        (5,144)         7,531       (10,147)        1,321
 --------------------------------------------------------------------------------------------------------------------------------

 Basic earnings (loss) from continuing
    operations per common share                   $     .66     $     .23     $    (.54)     $    1.51     $   (1.18)    $    (.34)
 Basic earnings (loss) per common share before
    extraordinary item and cumulative
    effect of accounting change                         .66          1.05          (.87)          1.27         (1.81)          .23
 Basic earnings (loss) per common share                 .66           .85          (.87)          1.27         (1.81)          .23
 ---------------------------------------------------------------------------------------------------------------------------------

 Working capital                                  $ 168,972     $ 167,435     $ 112,299      $ 132,351     $ 111,301     $ 138,030
 Inventories                                        203,173       152,634       194,044        158,197       229,759       138,113
 Net property, plant, and equipment                 179,146       178,658       218,408        207,439       222,720       179,718
 Total assets                                       438,540       404,870       474,926        416,023       523,859       385,502
 Long-term debt and capital lease
    obligations                                     189,968       187,904       227,858        224,128       226,574       221,480
 Stockholders' equity                               148,999       144,588        89,125         93,736        90,939        90,821
 ---------------------------------------------------------------------------------------------------------------------------------

 Additions to property, plant, and equipment      $  19,875     $   9,494     $  15,693      $  11,650     $  67,897     $  26,966
 Interest expense, net                               16,147        21,594        23,913         25,960        25,069         4,916
 ---------------------------------------------------------------------------------------------------------------------------------

 Net earnings/average equity                            3.6%          4.4%         (5.6)%          8.2%        (11.2)%         1.5 %
 Continuing earnings before taxes/sales                 1.1%          0.3%         (0.9)%          2.4%         (1.9)%        (1.5)%
 Net earnings/sales                                     0.7%          0.9%         (0.9)%          1.3%         (2.9)%         1.0 %
 Long-term debt/equity                                  127%          130%          256 %          239%          249%          244 %
 Current ratio                                        3.1:1         4.0:1         1.8:1          2.8:1         1.6:1         3.3:1
 ---------------------------------------------------------------------------------------------------------------------------------

 Stockholders' equity per common share            $   16.16     $   15.65     $   14.99      $   15.77     $   15.30     $   16.23
 Class A National Market System
    closing price range                           15 1/2-10 1/4 17 1/8-10 3/8 18 3/4-15 3/4  18 3/4-14 3/4     20-15            --

 Class B National Market System
    closing price range                           14 3/4-10     16 3/4-10 3/8 18 1/2-15 1/2      19-14 1/2     22-16   17 3/4-10 1/2
 Common cash dividends declared per share                --            --            --             --            --            --
 Price earnings ratio                                  17.1          13.1            NM           13.7x           NM          74.5x
 ---------------------------------------------------------------------------------------------------------------------------------
<FN>

1995  represents  eight months  ended March 31 due to a change in the  Company's
fiscal year end.

NM - not meaningful.
</FN>
</TABLE>


<PAGE>






        Management's Discussion and Analysis of Financial Condition and
                             Results of Operations

                         Liquidity and Capital Resources

Because the Company is primarily engaged in vegetable processing,  the Company's
yearly  business cycle shows large  inventory  growth during the summer and fall
harvest  period.  The inventory peaks in the early fall and drops to its minimum
level  immediately  prior to the next pack  season  (pack  refers to canning and
freezing of vegetables  and certain fruits with each commodity at a certain time
during the year which can vary based on weather conditions among other factors).
These peaks are financed through  seasonal  borrowings whose high and low points
essentially  correspond  with the changes in  inventory,  or by a  reduction  in
short-term investments. Accordingly, inventory management is key to liquidity.

During September 1998, the Company  completed an equity sale, which raised $49.7
million.  The equity sale consisted of a Rights Offering to the Company's common
shareholders and a Stock Purchase Agreement with certain investors.

In December 1998,  the Company sold a significant  portion of its Juice Division
to Northland Cranberries,  Inc. together with an exclusive license to market and
sell Seneca juice  products,  for $28.2  million in cash plus the  assumption of
certain  liabilities.  This sale included plants in Dundee,  New York;  Mountain
Home,  North  Carolina;  Jackson,  Wisconsin;  and a  warehouse  in Eau  Claire,
Michigan.

In January 1999, the Company sold to Tree Top, Inc. its  processing  facility in
Prosser,  Washington  together with its non-branded  specialty fruit concentrate
business and an exclusive license to market and sell Seneca applesauce. Tree Top
paid approximately $29.0 million in cash.

During November 1999, the Company acquired certain assets of the Midwest private
label canned  vegetable  business from Agrilink Foods,  Inc., for  approximately
$48.0 million.  The Company purchased one plant and inventories of the business.
The annual sales of this business are approximately $73.0 million.  The purchase
price was  partially  funded by a  subordinated  note for $5.0 million while the
balance was paid in cash (see Acquisitions, note 10).

As a result of the fiscal  1999  divestitures  and equity  sale,  the  Company's
requirements for working capital financing were substantially reduced during the
fiscal  years  ended  2000  and  1999 as  compared  to  1998  and  prior  years.
Accordingly,  the total  financing  commitment of the  Company's  line of credit
banks was  reduced  in a series of steps  from $130  million  to $75  million on
January 29, 1999, at which date the Company elected to terminate its Amended and
Restated  Credit  Agreement with those banks.  As of March 31, 2000, the Company
maintained a committed  revolving line of credit of $20 million and  uncommitted
lines of credit totaling $45 million.  Subsequent to March 31, 2000, the Company
increased  its  uncommitted  lines  of  credit  to  $80  million.  These  credit
arrangements do not require the Company to pay any commitment fees,  whereas the
Company  paid fees for the  unused  portion  of the bank  commitments  under the
Amended and Restated  Credit  Agreement which it terminated in January 1999. The
Company had no short-term  bank borrowings  throughout  fiscal 2000. The Company
believes  that  the  credit  facilities  will  be  sufficient,  with  its  other
resources, for its anticipated working capital requirements in 2001.

The Company has three major long-term debt instruments:  1) A $44.7 million note
payable to The Prudential Insurance Company of America, with an interest rate of
10.78%,  which is due through 2005, 2) A $64.6 million secured  nonrecourse note
payable to The  Pillsbury  Company,  with an interest  rate of 8%,  which is due
through 2009,  and 3) A $46.3  million note payable to John Hancock  Mutual Life
Insurance Company, with an interest rate of 10.81%, which is due through 2009.

In the  third  quarter  of  2000,  the  Company  issued  an  Industrial  Revenue
Development  Bond  for $6.0  million  to  finance  production  equipment  in the
Midwest. The Other Assets category includes $5.3 million of yet unspent proceeds
of this debt issue.

In the final  quarter of 1999,  the Company made the  following  prepayments  on
long-term  debt (plus  yield-maintenance  payments to the lenders in  accordance
with the terms of the indebtedness):

         (1)      With  respect  to its  outstanding  10.78%  Series  A Note due
                  February 23, 2005, and in addition to the scheduled payment of
                  a principal installment of $7.5 million due February 23, 1999,
                  the Company prepaid two annual principal  installments of $8.4
                  million each due February 23 in 2000 and 2001; and

         (2)      With respect to its outstanding 9.17% Senior  Notes  due 2004,
                  the Company  prepaid  $15.0  million,  the  entire outstanding
                  principal amount of these Notes.


During 1995, the Company  acquired certain assets of the Green Giant Division of
The Pillsbury Company. Under an Alliance Agreement concurrently executed in 1995
by  the  Company,  Pillsbury  and  Grand  Metropolitan  Incorporated,  Pillsbury
continues to be responsible for all of the sales, marketing and customer service
functions  for the Green Giant brand,  while the Company  will handle  vegetable
processing and canning operations.  Pillsbury continues to own all the trademark
rights to the Green Giant brand and its proprietary  seed varieties.  The assets
acquired   included  certain  raw  material  and  supplies   inventory  and  six
manufacturing  facilities  located in the  Midwestern  and  Northwestern  United
States.

The increase in cash and  short-term  investments of $9.8 million over the three
year  period  ended in 2000 was  primarily  due to the  proceeds  of the sale of
assets (primarily the Juice sale) totaling $67.1 million;  proceeds from the new
equity issue from the Stock  Purchase  Agreement  and Rights  Offering  totaling
$49.7 million; proceeds of the new long-term debt issues totaling $22.4 million;
and net earnings  (before  depreciation  effect,  which is  non-cash).  This was
partially  offset by:  Agrilink,  Aunt  Nellie's Farm Kitchens and Curtice Burns
acquisitions of $97.2 million; long-term debt repayments totaling $61.2 million;
repayments of notes payable  totaling  $18.0 million;  and capital  additions of
$19.9  million,  $9.5  million,  and $15.7  million,  in 2000,  1999,  and 1998,
respectively

In 2000,  accounts  receivable  decreased by $4.0 million to $31.7  million.  In
1999,  accounts  receivable  decreased by $12.9 million  mainly due to the Juice
divestitures.  In 1998, accounts receivable  increased by $12.2 million to $48.6
million.  This was due in part to Non-Alliance  sales being $87.7 million higher
fueled by the two acquisitions (see below).

In 2000, inventories increased by $50.5 million mainly due to the acquisition of
the Midwest private label canned  vegetable  business  described above. In 1999,
inventories decreased by $41.4 million mainly due to the Juice divestitures.  In
1998, inventories increased $35.8 million over 1997. This was largely due to the
acquisitions made during the year (see below).

In 2000, capital  expenditures were $19.9 million as compared to $9.5 million in
1999 and $15.7 million in 1998. In 2000,  certain  expenditures of approximately
$5.0  million were made to  accommodate  the  additional  volume  acquired  from
Agrilink (since only one of three plants was  purchased).  Another major capital
initiative in 2000 involved increasing production capacity in the Northwest.  No
major capital  expenditures  occurred in 1999. In 1998, certain juice production
lines were converted to PET (plastic bottles) totaling $3.2 million at plants in
the south and midwest.

In 1998, the Company completed two acquisitions.  The first acquisition was Aunt
Nellie's Farm Kitchens,  which produces,  markets, and sells fruit and vegetable
products from their plants in the midwest,  for approximately $24.3 million. The
second  acquisition  was the Curtice  Burns  canned  branded  and private  label
vegetable business for approximately $29.4 million (see Acquisitions, note 10).


<PAGE>




                              Results of Operations

Net sales for 2000 were $605.0 million, which includes $263.3 million sold under
the  Alliance  with  Pillsbury.  Net sales for 1999 were $576.2  million,  which
includes  $289.9 million sold under the Alliance with  Pillsbury.  Net sales for
1998 were $560.5 million,  which includes $277.1 million sold under the Alliance
with  Pillsbury.  In 2000,  Non-Alliance  sales increased from $286.3 million to
$341.7 million  reflecting the Agrilink  acquisition,  distribution gains in the
vegetable  non-branded  area,  and higher  selling  prices.  This  increase  was
partially  offset by a reduction in Alliance sales  reflecting a planned smaller
pack than the previous year. In 1999, vegetable unit non-branded sales increased
over 1998 due to  increased  distribution  on the west coast and  another  large
pack. In 1998,  vegetable unit sales increased due to the two  acquisitions  and
the high pack levels of the last two years.

The sale of the Juice  business to  Northland  Cranberries,  Inc.  resulted in a
pre-tax  gain on the disposal of $6.8 million  which was  recognized  during the
Company's  fourth  quarter  ended  March  31,  1999.  The sale of the  Company's
processing  facility  in  Prosser,  Washington  together  with  its  non-branded
specialty  fruit  concentrate  business to Tree Top, Inc.  resulted in a pre-tax
gain on the disposal of $10.4 million which was also recognized in the Company's
fourth  quarter  ended March 31,  1999.  As a result of these  sales,  the Juice
Business has been accounted for as discontinued operations.  Net sales for these
businesses were $121.3 million in 1999 and $142.7 million in 1998.

In 2000,  the Company sold a distribution  facility in Chicopee,  Massachusetts,
which  resulted in a gain of $1.0 million  before  income  taxes.  In 1999,  the
Company sold a parcel of land in Rochester,  Minnesota, which resulted in a gain
of $6.2 million before income taxes.

In 2000,  earnings  increased  due to the following  reasons:  1) a $5.4 million
reduction in interest  expense as a result of the $49.7 million equity  offering
and juice and  applesauce  divestitures  completed  in  fiscal  1999,  2) better
selling prices on vegetables, especially on private label canned retail and food
service  vegetables  than the  previous  year,  3)  additional  sales due to the
acquired  business  described above, and 4) a gain on the sale of a warehouse of
$1.0 million.  These gains were partially  offset by a provision  principally to
reflect  the  expected  liquidation  costs of our  maraschino  cherry  business,
including  a plant  closure,  of $2.0  million,  established  in 2000.  In 1999,
earnings increased due to the following reasons: 1) the gain on the sale of land
in Rochester,  Minnesota of $6.2 million,  2) somewhat  better selling prices on
vegetables  after low prices the previous  year, and 3) a gain on the sale of an
aircraft of $.7  million.  These gains were  partially  offset by an  impairment
provision  of $2.0  million.  In 1998,  earnings  decreased  mainly due to lower
selling prices on vegetables due to an ongoing  industry  oversupply due in part
to the second consecutive above budget pack.

A  deferred  tax  valuation  allowance  as of March  31,  2000,  was not  deemed
necessary due to the fact that there was positive  evidence that  outweighed the
negative evidence that it was more likely than not that these tax assets will be
realized.  While the Company has suffered  losses in two of the last five fiscal
years,  the Company  does not believe  that such losses  should be  considered a
trend,  and that other  evidence,  including the fact that the Company has never
had a net operating  loss expire,  should be considered in evaluating  whether a
valuation allowance is necessary.

In general,  inflation played a relatively  small role in the operating  results
and cash flows of 2000,  1999, and 1998 since the Company  depreciates its fixed
assets under accelerated depreciation methods for tax purposes.

                          New Accounting Pronouncement

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting  Standards No. 133, "Accounting for Derivative  Instruments
and Hedging  Activities".  The Company does not use derivative  instruments  nor
does it engage in hedging  activities.  Therefore,  this  standard  will have no
impact on the Company's reported financial  position,  results of operations and
cash flows.


<PAGE>




                                    Year 2000

The  Company's  Year 2000  project was designed to reduce the risk that the Year
2000 issue would cause significant interruptions to the Company's operations. As
a result  of the  Project,  the  Company  experienced  no  significant  problems
affecting its business  operations  related to the Year 2000 issue.  The Company
does not expect any future  problems  arising  from Year 2000  issues that would
have a material impact on the Company's financial statements.  The total cost of
the project was less than $.8 million.

           Quantitative and Qualitative Disclosures about Market Risk

As a result of its operating and financing activities, the Company is exposed to
certain market risks including  changes in commodity pricing and fluctuations in
interest rates.  Commodity pricing exposure includes weather phenomena and their
effect on industry  volumes,  prices,  product  quality,  and costs. The Company
manages  its  exposure to  commodity  price risk  primarily  through its regular
operating activities.  The Company has not used derivative financial instruments
and has not  utilized  financial  instruments  for trading or other  speculative
purposes.

Interest Rate Risk

As a result of its regular borrowing activities, the Company's operating results
are  exposed to  fluctuations  in  interest  rates,  which it manages  primarily
through its regular financing activities. Although the Company does not have any
short-term debt as of March 31, 2000, it uses bank lines of credit with variable
interest rates to finance  seasonal  working capital  requirements.  The Company
maintains  investments in cash  equivalents  ($6.3 million as of March 31, 2000)
and does have investments in a modest amount of marketable securities. Long-term
debt  represents  secured and unsecured  notes and  debentures and certain notes
payable to insurance  companies used to finance  long-term  investments  such as
business  acquisitions.  Long-term  debt bears  interest  at fixed and  variable
rates. The following table provides  information  about the Company's  financial
instruments  that are sensitive to changes in interest rates. The table presents
principal cash flows and sinking fund requirements and related  weighted-average
interest  rates by expected  maturity date.  Weighted-average  interest rates on
variable-rate debt are based on current rates as of March 31, 2000:

<TABLE>
     Interest Rate Sensitivity of Long-Term Debt and Short-Term Investments
                                 March 31, 2000
                                 (In Thousands)
<CAPTION>
                                                 EXPECTED MATURITY DATE
                                                                                                                      Total /
                                                                                                                     Weighted
                                   2001           2002           2003           2004          2005     Thereafter     Average
                                   ----           ----           ----           ----          ----     ----------    --------
<S>                              <C>           <C>            <C>            <C>           <C>          <C>          <C>

Fixed-rate debt:
  Principal cash flows           $8,214        $18,622        $21,665        $21,716       $21,773       $83,562     $  175,552
  Average interest rate            9.17%          9.15%          9.06%          8.92%         8.71%         8.45%          8.86%
Variable-rate debt:
   Principal cash flows          $   --      $      --      $      --      $      --     $      --       $22,630     $   22,630
   Average interest rate           5.78%          5.78%          5.78%          5.78%         5.78%         5.78%          5.78%
Short-term investments:
   Balance                                                                                                           $    6,323
   Average interest rate                                                                                                   5.96%
</TABLE>




<PAGE>



<TABLE>
Consolidated Statements of Net Earnings

Seneca Foods Corporation and Subsidiaries
(In thousands of dollars, except share amounts)

<CAPTION>

Years ended March 31,                                                              2000             1999             1998
- --------------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>              <C>              <C>


Net sales                                                                     $ 604,956        $ 576,193        $ 560,526

- -------------------------------------------------------------------------------------------------------------------------

Costs and expenses:
   Cost of product sold                                                         557,848          538,678          521,432
   Selling, general, and administrative expense                                  22,819           18,778           20,124
   Other expense (income)                                                         1,254           (4,834)              --
   Interest expense, net of interest income of $1,672, $648, and
     $109, respectively                                                          16,147           21,594           24,200
                                                                        -------------------------------------------------

                                                                                598,068          574,216          565,756
- -------------------------------------------------------------------------------------------------------------------------


Earnings (loss) from continuing operations before income taxes
   and extraordinary item                                                         6,888            1,977           (5,230)
Income taxes                                                                      2,568              557           (2,049)
                                                                        -------------------------------------------------

Earnings (loss) from continuing operations before
   extraordinary item                                                             4,320            1,420           (3,181)
Loss from discontinued operations, less applicable
   income tax benefit of $3,138 and $1,265                                           --           (6,791)          (1,963)
Gain on the sale of discontinued operations, less applicable
   income taxes of $5,431                                                            --           11,756               --
Extraordinary loss on early extinguishment of debt,
   less applicable income tax benefit of $564                                        --           (1,222)              --
                                                                        -------------------------------------------------

     Net earnings (loss)                                                      $   4,320        $   5,163        $  (5,144)
==========================================================================================================================

Earnings (loss) from continuing operations per common share                   $     .66        $     .23        $    (.54)
Loss from discontinued operations per common share                                   --            (1.11)            (.33)
Gain on the sale of discontinued operations per common share                         --             1.93               --
Extraordinary loss on early extinguishment of debt per common share                  --             (.20)              --
                                                                        -------------------------------------------------

   Basic net earnings (loss) per common share                                 $     .66        $     .85        $    (.87)
==========================================================================================================================


Earnings (loss) from continuing operations per common share                   $     .42        $     .17        $    (.54)
Loss from discontinued operations per common share                                   --             (.80)            (.33)
Gain on the sale of discontinued operations per common share                         --             1.39               --
Extraordinary loss on early extinguishment of debt per common share                  --             (.15)              --
                                                                        -------------------------------------------------

   Diluted earnings (loss) per common share                                   $     .42        $     .61        $    (.87)
==========================================================================================================================

<FN>
See notes to consolidated financial statements.
</FN>
</TABLE>


<PAGE>


<TABLE>

Consolidated Balance Sheets

Seneca Foods Corporation and Subsidiaries
(In thousands)
<CAPTION>
March 31,                                                                                                   2000                1999
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                    <C>                 <C>

Assets:
Current Assets:
   Cash and short-term investments                                                                     $  11,348           $  31,003
   Accounts receivable, less allowance for doubtful accounts
     of $469 and $487, respectively                                                                       31,702              35,717
   Inventories:
     Finished products                                                                                   156,349             107,127
     In process                                                                                            4,610              11,143
     Raw materials and supplies                                                                           42,214              34,364
   Deferred tax asset                                                                                      4,812               3,276
   Prepaid expenses                                                                                          528                 911
                                                                                               -------------------------------------
       Total Current Assets                                                                              251,563             223,541
- ------------------------------------------------------------------------------------------------------------------------------------
Other Assets                                                                                               7,831               2,671
- ------------------------------------------------------------------------------------------------------------------------------------
Property, Plant, and Equipment:
   Land                                                                                                    5,700               5,205
   Building                                                                                               94,525              89,651
   Equipment                                                                                             264,454             247,360
                                                                                               -------------------------------------
                                                                                                         364,679             342,216
Less accumulated depreciation and amortization                                                           185,533             163,558
                                                                                               -------------------------------------
       Net Property, Plant, and Equipment                                                                179,146             178,658

- ------------------------------------------------------------------------------------------------------------------------------------
         Total Assets                                                                                  $ 438,540            $404,870
====================================================================================================================================

Liabilities and Stockholders' Equity
Current Liabilities:
   Accounts payable                                                                                    $  48,699           $  27,034
   Accrued expenses                                                                                       25,033              20,952
   Current portion of long-term debt and capital lease obligations                                         8,214               7,811
   Income taxes                                                                                              645                 309
- ------------------------------------------------------------------------------------------------------------------------------------

     Total Current Liabilities                                                                            82,591              56,106
Long-Term Debt                                                                                           182,468             179,533
Capital Lease Obligations                                                                                  7,500               8,371
Deferred Gain and Other Liabilities                                                                        8,599               9,402
Deferred Income Taxes                                                                                      8,383               6,870
Commitments (Note 5)                                                                                          --                  --
                                                                                               -------------------------------------
       Total Liabilities                                                                                 289,541             260,282
- ------------------------------------------------------------------------------------------------------------------------------------
Stockholders' Equity:
   Preferred stock                                                                                        42,940              46,433
   Common stock                                                                                            2,822               2,748
                                                                                               -------------------------------------
     Total Capital Stock                                                                                  45,762              49,181
   Additional paid-in capital                                                                             13,359               9,940
   Accumulated other comprehensive income                                                                    991                 877
   Retained earnings                                                                                      88,887              84,590
                                                                                               -------------------------------------
       Total Stockholders' Equity                                                                        148,999             144,588
- ------------------------------------------------------------------------------------------------------------------------------------
         Total Liabilities and Stockholders' Equity                                                    $ 438,540            $404,870
====================================================================================================================================

<FN>
See notes to consolidated financial statements.
</FN>
</TABLE>


<PAGE>


<TABLE>
Consolidated Statements of Cash Flows

Seneca Foods Corporation and Subsidiaries
(In thousands)

<CAPTION>
Years ended March 31,                                                                    2000             1999              1998
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>              <C>               <C>

Cash flows from operating activities:
   Net earnings (loss)                                                              $   4,320        $   5,163         $  (5,144)
   Adjustments to reconcile net earnings (loss) to
     net cash provided by operations:
       Depreciation and amortization                                                   23,554           27,641            28,849
       Deferred income taxes                                                              (87)             (49)           (6,231)
       Gain on the sale of assets                                                        (965)         (24,057)               --
       Impairment provision and other expenses                                          2,219            3,354                --
       Changes in operating assets and liabilities:
         Accounts receivable                                                            4,015           12,930            (8,083)
         Inventories                                                                   (6,961)           7,243            (7,154)
         Prepaid expenses                                                                 383              720             2,907
         Accounts payable, accrued expenses, and other liabilities                     22,770           (7,817)           18,679
         Income taxes                                                                     336            1,885            (2,175)
                                                                               -------------------------------------------------


       Net cash provided by operations                                                 49,584           27,013            21,648
- --------------------------------------------------------------------------------------------------------------------------------


Cash flows from investing activities:
   Acquisitions                                                                       (43,481)              --           (53,672)
   Additions to property, plant, and equipment                                        (19,875)          (9,494)          (15,693)
   Escrow fund                                                                         (5,326)              --                --
   Proceeds from the sale of assets                                                     1,790           65,270                --
   Disposals of property, plant, and equipment                                            159              400               135
                                                                               -------------------------------------------------


       Net cash provided by (used in) investing activities                            (66,733)          56,176           (69,230)
- --------------------------------------------------------------------------------------------------------------------------------

Cash flows from financing activities:
   Payments of long-term debt and capital lease obligations                            (8,511)         (43,401)           (9,266)
   Proceeds from issuance of long-term debt                                             6,000               --            15,106
   Other assets                                                                            28             (281)               23
   Dividends paid                                                                         (23)             (23)              (58)
   Net (payments) borrowings on notes payable                                              --          (62,270)           44,270
   Equity issue                                                                            --           49,712                --
                                                                               -------------------------------------------------


       Net cash provided by (used in) financing activities                             (2,506)         (56,263)           50,075
- --------------------------------------------------------------------------------------------------------------------------------


Net increase (decrease) in cash and short-term investments                            (19,655)          26,926             2,493
Cash and short-term investments, beginning of year                                     31,003            4,077             1,584
                                                                               -------------------------------------------------


Cash and short-term investments, end of year                                        $  11,348        $  31,003         $   4,077
================================================================================================================================

Supplemental  disclosures  of cash flow  information:  Cash paid during the year
   for:
     Interest                                                                       $  16,264        $  24,259         $  28,042
     Income taxes                                                                       2,171              451             5,092
Supplemental information of noncash investing and financing activities:
In 2000, a $4,978 unsecured subordinated note was issued in conjunction with the
acquisition of assets.
================================================================================================================================
<FN>
See notes to consolidated financial statements.
</FN>
</TABLE>


<PAGE>


<TABLE>
Consolidated Statements of Stockholders' Equity

Seneca Foods Corporation and Subsidiaries
(In thousands, except share amounts)
<CAPTION>

                       Preferred Stock
       -------------------------------------------------
                      6%    Class A 10%   Participating
          Cumulative Par Cumulative Par Convertible Par                                           Accumulated
              Value $.25    Value $.025     Value $.025       Class A        Class B Additional         Other              Compre-
         Callable at Par    Convertible    Stated Value  Common Stock   Common Stock    Paid-In Comprehensive Retained     hensive
                  Voting         Voting          $11.93 Par Value $.25 Par Value $.25   Capital        Income Earnings Income(Loss)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>              <C>            <C>             <C>           <C>            <C>       <C>           <C>      <C>
Shares authorized 200,000     1,400,000       4,166,667     20,000,000    10,000,000
====================================================================================

Shares issued and outstanding:


  March 31, 1998  200,000       807,240              --      3,143,125     2,796,555
====================================================================================

  March 31, 1999  200,000       807,240       3,885,869      3,480,719     2,791,017
====================================================================================

  March 31, 2000  200,000       807,240       3,593,140      3,797,388     2,767,357
====================================================================================

- ----------------------------------------------------------------------------------------------------------------------------------

Balance March 31, 1997 $50         $ 20             $--           $786        $1,880     $5,913      $   435     $84,652

 Net loss               --           --              --             --            --         --            --    (5,144)  $ (5,144)
 Cash dividends paid
   on preferred stock   --           --              --             --            --         --            --       (58)        --
 Net unrealized gain on
   investments          --           --              --             --            --         --           591        --        591
- ----------------------------------------------------------------------------------------------------------------------------------

Balance March 31, 1998  50           20              --            786         1,880      5,913         1,026    79,450   $ (4,553)
                                                                                                                          ========

 Net earnings           --           --              --             --            --         --            --     5,163   $  5,163
 Cash dividends paid
   on preferred stock   --           --              --             --            --         --            --       (23)        --
 Equity issue           --           --          49,712             --            --         --            --        --         --
 Preferred stock
   conversion           --           --          (3,349)            71            --      3,278            --        --         --
 Common stock
   conversion           --           --              --             --            (2)         2            --        --         --
 Stock issuance         --           --              --             13            --        747            --        --         --
 Net unrealized loss on
   investments          --           --              --             --            --         --          (149)       --       (149)
- -----------------------------------------------------------------------------------------------------------------------------------

Balance March 31, 1999  50           20          46,363            870         1,878      9,940           877    84,590    $ 5,014
                                                                                                                           =======

 Net earnings           --           --              --             --            --         --            --     4,320   $  4,320
 Cash dividends paid
   on preferred stock   --           --              --             --            --         --            --       (23)        --
 Preferred Stock
   Conversion           --           --          (3,493)            80            --      3,413            --        --         --
 Common Stock
   Conversion           --           --              --             --            (6)         6            --        --         --
 Net unrealized gain
   on investments       --           --              --             --            --         --           114        --        114
- ----------------------------------------------------------------------------------------------------------------------------------

Balance March 31, 2000 $50          $20        $ 42,870           $950       $ 1,872    $13,359       $   991  $  88,887   $ 4,434
==================================================================================================================================
<FN>
See notes to consolidated financial statements.
</FN>
</TABLE>


<PAGE>



Notes to Consolidated Financial Statements

Seneca Foods Corporation and Subsidiaries

1.  Summary of Significant Accounting Policies

Nature of Operations - The Company conducts its business almost entirely in food
processing,  operating 25 plants and  warehouses  in seven  states.  The Company
markets  branded and  private  label  processed  foods to retail  customers  and
institutional food distributors.

Principles of Consolidation - The consolidated  financial statements include the
accounts for the parent Company and all of its wholly-owned  subsidiaries  after
elimination of intercompany transactions, profits, and balances.

Revenue  Recognition  - Sales and related  cost of product  sold are  recognized
primarily upon shipment of products. When customers, under the terms of specific
orders,  request  that the Company  invoice  goods and hold the goods for future
shipment,  the Company recognizes revenue when legal title to the finished goods
inventory passes to the purchaser. Generally, the Company receives cash from the
purchaser when legal title passes.

Concentration of Credit Risk - Financial  instruments  that potentially  subject
the Company to credit risk  consist of trade  receivables  and  interest-bearing
investments.  Wholesale  and retail  food  distributors  comprise a  significant
portion  of  the  trade  receivables;  collateral  is  not  required.  The  risk
associated  with  the  concentration  is  limited  due to the  large  number  of
wholesalers and retailers and their  geographic  dispersion.  The Company places
substantially all its interest-bearing  investments with financial  institutions
and  monitors  credit  exposure.  Cash and  short-term  investments  in  certain
accounts  exceed  the  federal  insured  limit,  however,  the  Company  has not
experienced any losses in such accounts.

Cash and  Short-Term  Investments  - The  Company  considers  all highly  liquid
instruments  purchased  with a maturity  of three  months or less as  short-term
investments.

Inventories  -  Inventories  are  stated at lower of cost;  first-in,  first-out
(FIFO); or market.

Income Taxes - The provision for income taxes  includes  federal,  foreign,  and
state income taxes  currently  payable and those  deferred  because of temporary
differences  between  the  financial  statement  and tax  bases  of  assets  and
liabilities.


<PAGE>



Notes to Consolidated Financial Statements (continued)

Earnings per Common Share

A  reconciliation  of basic earnings per share from  continuing  operations with
diluted earnings per share from continuing operations follows:

Years ended March 31,                          2000          1999          1998
- -------------------------------------------------------------------------------

                                        (In thousands, except per share amounts)
Basic

Earnings (loss) from continuing operations $  4,320   $     1,420   $    (3,181)
Deduct preferred stock dividends paid            23            23            58
                                           ------------------------------------

Basic earnings (loss)                   $     4,297   $     1,397   $    (3,239)
===============================================================================


Weighted average common shares outstanding    6,498         6,082         5,940
===============================================================================


Basic earnings (loss) per share         $       .66   $       .23   $      (.54)
===============================================================================

Diluted

Basic earnings (loss)                   $     4,297   $     1,397   $    (3,239)
Add dividends on convertible
  preferred stock                                20            20            --
                                        ---------------------------------------
Earnings applicable to common stock on a
   diluted basis                        $     4,317   $     1,417   $    (3,239)
===============================================================================

Shares used in calculating earnings per
   share above                                6,498         6,082         5,940
Additional shares to be issued under full
   conversion of preferred stock              3,727         2,396            --
                                        ---------------------------------------

Total shares for diluted                     10,225         8,478         5,940
===============================================================================

Diluted earnings (loss) per share       $       .42   $       .17   $      (.54)
===============================================================================



The  additional  shares and  dividends  were not  considered in the 1998 diluted
calculation since diluting a loss is not allowed.

Depreciation - Property,  plant, and equipment is stated at cost or, in the case
of capital  leases,  the present value of future lease  payments.  For financial
reporting,  the Company provides for depreciation and capital lease amortization
on the  straight-line  method at rates based upon the estimated  useful lives of
the various assets.  Impairment losses are recognized when the carrying value of
an asset  exceeds its fair  value.  The Company  regularly  assesses  all of its
long-lived assets for impairment.  An impairment loss of $518,000 was recognized
in 2000 and was  included in Other  Income and  Expenses  (see Other  Income and
Expenses,  note  11).  An  impairment  loss  of  approximately   $3,354,000  was
recognized in 1999 of which  $2,036,000 is included in Other Income and Expenses
(see  Other  Income  and  Expenses,  note  11) and  $1,318,000  is  included  in
discontinued operations. There was no impairment loss recognized in 1998.

Use of Estimates in the Preparation of Financial Statements - The preparation of
financial statements in conformity with generally accepted accounting principles
requires  management to make estimates and assumptions  that affect the reported
amount of assets and  liabilities  and the  disclosure of contingent  assets and
liabilities  at the date of the  financial  statements,  as well as the  related
revenues and expenses during the reporting  period.  Actual amounts could differ
from those estimated.

New Accounting  Pronouncement - In June 1998, the Financial Accounting Standards
Board issued Statement of Financial  Accounting  Standards No. 133,  "Accounting
for Derivative  Instruments  and Hedging  Activities".  The Company does not use
derivative instruments nor does it engage in hedging activities. Therefore, this
standard  will have no  impact on the  Company's  reported  financial  position,
results of operations and cash flows.

Reclassifications  - Certain previously  reported amounts have been reclassified
to conform to the current period classification.


<PAGE>



Notes to Consolidated Financial Statements (continued)

2.  Common Stock of Moog Inc.

Other assets  include the  Company's  investment  in the Class B Common Stock of
Moog  Inc.  totaling  $2,264,000  and  $2,086,000  at March  31,  2000 and 1999,
respectively,  which is  classified  as an  available-for-sale  security  and is
carried at fair value.  There were no realized gains or losses in 2000, 1999 and
1998,  and gross  unrealized  holding  gains were  $1,548,000,  $1,379,000,  and
$1,604,000, at March 31, 2000, 1999, and 1998, respectively.


<PAGE>



Notes to Consolidated Financial Statements (continued)

3.  Lines of Credit

The Company obtains required short-term funds through bank borrowings.  At March
31,  2000,  the  Company had  $2,798,000  outstanding  for letters of credit,  a
committed revolving line of credit totaling  $20,000,000,  and uncommitted lines
of credit  totaling  $45,000,000.  Subsequent  to March 31,  2000,  the  Company
increased  its  uncommitted  lines of  credit  to  $80,000,000.  The  lines  are
renewable annually at various dates and provide for loans of varying maturities.
There are no formal compensating balance arrangements with any of the banks.

As of March 31,  2000 and 1999,  there were no amounts  borrowed  under lines of
credit.  The Company had no short-term bank borrowings  throughout  fiscal 2000.
The weighted  average  interest rate on amounts  borrowed during fiscal 1999 and
1998 was 8.01% and 7.88%, respectively.


<PAGE>



Notes to Consolidated Financial Statements (continued)

4.  Long-Term Debt
<TABLE>
<CAPTION>
                                                                                                               2000           1999
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                   (In thousands)
<S>                                                                                                       <C>          <C>

Note payable to insurance company, 10.78%, due through 2005                                               $  44,700    $    44,700
Secured nonrecourse subordinated promissory note, 8.00%, due through 2009                                    64,583         68,083
Unsecured subordinated promissory note, 8.00%, due through 2009                                               4,978             --
Note payable to insurance company, 10.81%, due through 2009                                                  46,250         50,000
Industrial Revenue Development Bonds, 5.62% and 5.60%, due through 2028                                      22,630         22,630
Industrial Revenue Development Bond, 5.69%, due through 2009                                                  5,812             --
Other                                                                                                         1,339          1,467
                                                                                                        --------------------------
                                                                                                            190,292        186,880
Less current portion                                                                                          7,824          7,347
                                                                                                        --------------------------
                                                                                                          $ 182,468    $   179,533
                                                                                                        ==========================
</TABLE>

Long-term debt agreements contain various restrictive  financial covenants,  the
most  restrictive of which requires the Company to maintain  specific  quarterly
levels of interest coverage.  In addition,  these agreements include a provision
that the Company may pay dividends on any class of stock only from  consolidated
net earnings  available for distribution.  There were no earnings  available for
distribution as of March 31, 2000.

The Company has four Industrial  Revenue Bonds ("IRB's")  totaling  $22,630,000,
which are backed by direct pay letters of credit and unrelated to the industrial
development  agency  financing  instruments  discussed  in  Leases,  note 5. The
interest rates in the table above reflect the direct pay letters of credit costs
and amortization of other related costs for those IRB's.

Debt repayment requirements for the next five fiscal years are:

                                                (In thousands)
                                  2001             $  7,824
                                  2002               18,217
                                  2003               21,240
                                  2004               21,276
                                  2005               21,313

During 1999,  the Company paid off  $15,000,000 of its  outstanding  9.17% notes
payable due 2004 and prepaid two annual  principal  installments  of $8,400,000,
each due February 23 in 2000 and 2001,  of its  outstanding  10.78% note payable
due 2005. The prepayment  penalty paid for the early  extinguishment of the debt
totaled $1,786,000,  before the applicable income tax benefit of $564,000, which
has been accounted for as a net extraordinary loss of $1,222,000.


<PAGE>



Notes to Consolidated Financial Statements (continued)

5.  Leases

The Company leases a portion of its equipment and buildings.  Capitalized leases
consist  primarily  of limited  obligation  special  revenue  bonds,  which bear
interest  rates  from  3.55%  to  4.75%.  Other  leases  include  non-cancelable
operating leases expiring at various dates through 2013.

Leased assets under capital leases consist of the following:

                                              2000              1999
- --------------------------------------------------------------------
                                                 (In thousands)

Land                                       $    67           $   160
Buildings                                    1,033             1,792
Equipment                                    9,711            10,359
                                           -------------------------
                                            10,811            12,311
Less accumulated amortization                5,381             5,447
                                           -------------------------
                                           $ 5,430           $ 6,864
====================================================================

The  following is a schedule by year of minimum  payments due under leases as of
March 31, 2000:

                                           Operating         Capital
- --------------------------------------------------------------------
                                                 (In thousands)
Years ending March 31:
  2001                                     $ 4,912        $    718
  2002                                       4,403             717
  2003                                       3,638             721
  2004                                       3,240             718
  2005                                       2,752             720
  2006-2015                                  8,743           7,176
                                           -----------------------

  Total minimum payment required           $27,688        $ 10,770
  ================================================

  Less interest                                              2,880
                                                         ---------
    Present value of minimum lease payments                  7,890
  Amount due within one year                                   390
                                                         ---------
      Long-term capital lease obligations                  $ 7,500
  ================================================================

Aggregate  continuing  rental expense in 2000,  1999, and 1998 was  $10,612,000,
$9,863,000, and $9,735,000, respectively.


<PAGE>



Notes to Consolidated Financial Statements (continued)

6.  Income Taxes

The Company  files a  consolidated  income tax return.  The provision for income
taxes for continuing operations is as follows:

                                    2000           1999           1998
                                 ----------------------------------------
                                                (In thousands)
  Current:
    Federal                     $  2,233           $405        $  (300)
    State                            413            100            105
                                --------------------------------------
                                   2,646            505           (195)
                                --------------------------------------

   Deferred:
     Federal                         (59)            69         (1,551)
     State                           (19)           (17)          (303)
                                --------------------------------------
                                     (78)            52         (1,854)
                                --------------------------------------

    Total income taxes           $ 2,568        $   557        $(2,049)
                                 =====================================



At March 31, 2000, the Company has Alternative Minimum Tax Credits in the amount
of  $5,290,000 to offset  future  years'  regular tax expense,  and Research and
Development  Credits  carryforwards in the amount of $301,000,  expiring 2007 to
2014.

State net operating loss  carryforwards of approximately  $14,000,000,  expiring
March 31, 2001 through March 31, 2118,  are available to offset future state tax
expense.

A reconciliation of the expected U.S. statutory rate to the  effective  rate for
continuing operations follows:

                                        2000             1999            1998
   --------------------------------------------------------------------------

   Computed (expected tax rate)         34.0%            34.0%          (34.0)
   Tax-exempt income                    (0.9)           (11.3)             --
   State income taxes (net of
     federal tax benefit)                3.7              8.5            (5.0)
   Other                                 0.5             (3.0)           (0.2)
                                        -------------------------------------

     Effective tax rate                 37.3%            28.2%          (39.2)%
   ==========================================================================



<PAGE>



Notes to Consolidated Financial Statements (continued)

The  following  is a summary  of the  significant  components  of the  Company's
deferred tax assets and liabilities as of March 31, 2000 and 1999:

                                                 2000               1999
   ---------------------------------------------------------------------
                                                     (In thousands)
   Deferred tax liabilities:
     Basis and depreciation difference      $  18,455          $  19,160
     Inventory valuation                          724              1,448
     Moog investment                              557                502
                                            ----------------------------
                                               19,736             21,110
                                            ----------------------------


   Deferred tax assets:
     Inventory valuation                          948              1,508
     Future tax credits                         5,671              7,102
     Net operating loss carryforwards           1,033              1,301
     Employee benefits                          1,827              1,526
     Pension                                    1,934              2,147
     Insurance                                  1,818              1,496
     Deferred gain on sale/leaseback            1,218              1,300
     Impairment                                 1,534                774
     Other                                        182                362
                                            ----------------------------
                                               16,165             17,516
                                            ----------------------------
       Net deferred tax liability           $   3,571          $   3,594
   =====================================================================


Net  current  deferred  tax  assets  of  $4,812,000  as of March 31,  2000,  and
$3,276,000  as of March 31, 1999,  are  recognized in the  Consolidated  Balance
Sheets.  Also  recognized  are  net  non-current  deferred  tax  liabilities  of
$8,383,000 and $6,870,000 at March 31, 2000 and 1999, respectively.


<PAGE>



Notes to Consolidated Financial Statements (continued)

7.  Stockholders' Equity

Preferred Stock - During  September  1998, the Company  completed an equity sale
that raised  $49,998,000  before  issuance  costs of $286,000.  This equity sale
consisted of a Rights Offering to the Company's common  shareholders and a Stock
Purchase Agreement with certain investors.  A new class of preferred stock ("New
Preferred Stock") was issued, which is convertible, participating, and has a $12
stated  value,  which is now $11.93  due to issue  costs.  The  Rights  Offering
consisted of a distribution  payable to holders of the Company's  Class A Common
Stock at a rate of 1/2 right for each share held to purchase  the New  Preferred
Stock at $12 per  share.  The  shares of New  Preferred  Stock  are  convertible
immediately  on a  share-for-share  basis into  shares of Class A Common  Stock.
Holders of the Company's common stock acquired 1,146,639 shares of new preferred
stock for a total investment of $13,759,000.  Certain investors acquired a total
of 3,019,895 shares of New Preferred Stock for a total investment of $36,239,000
under  the  Stock  Purchase  Agreement.  There  were no  dividends  on this  New
Preferred Stock.

The outstanding 10% cumulative,  convertible, voting preferred stock consists of
407,240 Series A shares,  convertible at the rate of one common share of Class A
and Class B for every  twenty  preferred  shares,  and 400,000  Series B shares,
which carry a one for thirty  conversion  rate. The Series A and B shares have a
$.025 stated value and a $.025 par value.  There are 2,633,333 shares authorized
of Class A $.025 par  value  stock,  which are  unissued  and  undesignated.  In
addition  there are 30,000  shares of no par stock,  which are also unissued and
undesignated.

Common Stock - In September  1998, an amendment to the Company's  Certificate of
Incorporation,  which created the new class of preferred stock described  above,
increased  the  number  of  authorized  shares  of  Class A  Common  Stock  from
10,000,000 to 20,000,000 shares. The Class A Common Stock and the Class B Common
Stock have  substantially  identical  rights with  respect to any  dividends  or
distributions  of cash or property  declared on shares of common  stock and rank
equally as to the right to receive proceeds on liquidation or dissolution of the
Company after payment of the Company's indebtedness and liquidation right to the
holders of preferred shares.  However,  holders of Class B Common Stock retain a
full vote per share  whereas  the  holders of Class A Common  Stock have  voting
rights of 1/20th of one vote per share on all  matters as to which  shareholders
of the Company are entitled to vote.

Unissued  shares of common stock reserved for conversion  privileges were 33,695
of Class A and Class B at March  31,  2000 and 1999.  Additionally,  there  were
3,593,140  and  3,885,869  shares of Class A reserved for  conversion of the New
Preferred Stock at March 31, 2000 and 1999, respectively.


<PAGE>



Notes to Consolidated Financial Statements (continued)

8.  Retirement Plans

The Company has a  noncontributory  defined  benefit  pension plan  covering all
employees  who meet  certain age entry  requirements  and work a stated  minimum
number of hours per year.  Annual  contributions are made to the Plan sufficient
to satisfy legal funding requirements.

The  following  tables  provide a  reconciliation  of the  changes in the plan's
benefit obligation and fair value of assets over the two-year period ended March
31, 2000, and a statement of the funded status as of March 31 of both years:

                                                    2000                1999
                                           ---------------------------------
Change in  Benefit Obligation                         (In thousands)

Benefit obligation at beginning of year         $ 26,787            $ 24,031
Service cost                                       1,781               2,030
Interest cost                                      1,843               1,701
Actuarial  loss                                   (2,631)                152
Benefit payments and expenses                     (1,125)             (1,127)
- ----------------------------------------------------------------------------

Benefit obligation at end of year               $ 26,655           $  26,787
============================================================================


Change in  Plan Assets

Fair value of plan assets at beginning of year  $ 21,800            $ 26,881
Actual return (loss) on plan assets                2,698              (3,954)
Benefit payments and expenses                     (1,125)             (1,127)
- ----------------------------------------------------------------------------

Fair value of plan assets at end of year        $ 23,373           $  21,800
============================================================================


Funded Status

Funded status at end of year                    $ (3,281)           $ (4,987)
Unrecognized transition asset                     (3,266)             (3,542)
Unrecognized prior service cost                      219                 313
Unrecognized (gain) loss                            (757)              2,560
- ----------------------------------------------------------------------------

Accrued benefit cost                            $ (7,085)          $  (5,656)
============================================================================


The  Plan  holds  the  Company's  common  stock  with a  fair  market  value  of
$1,759,000.



<PAGE>



 Notes to Consolidated Financial Statements (continued)

8.       Retirement Plan (continued)

The following table provides the components of net periodic benefit cost for the
plan for fiscal years 2000, 1999, and 1998:

                                2000                1999                1998
- ----------------------------------------------------------------------------

                                             (In thousands)
Service cost                 $  1,781            $  2,030            $  1,741
Interest cost                   1,843               1,701               1,572
Expected return on plan assets (2,013)             (2,499)             (1,996)
Amortization of transition
  (assets) obligation            (276)               (276)               (276)
Amortization of prior
  service cost                     94                  94                  94
Amortization of net
  (gain) loss                       -                (149)                  1
- -----------------------------------------------------------------------------

Net periodic benefit cost    $  1,429            $    901            $  1,136
=============================================================================


The prior service costs are amortized on a straight-line  basis over the average
remaining service period of active  participants.  Gains and losses in excess of
10% of the greater of the benefit  obligation  and the  market-related  value of
assets  are  amortized  over the  average  remaining  service  period  of active
participants.

The assumptions used in the measurement of the Company's benefit  obligation are
shown in the following table:

                                                   2000                1999
- ---------------------------------------------------------------------------


   Discount rate                                  7.80%               7.20%
   Expected return on plan assets                 9.50%               9.50%
   Rate of compensation increase                  5.00%               4.50%

The Company has an Employees'  Savings Plan (401(k))  covering all employees who
meet certain age entry  requirements  and work a stated  minimum number of hours
per  year.  Participants  may make  contributions  up to the  legal  limit.  The
Company's matching contributions are discretionary.  Costs charged to operations
for the Company's matching  contributions  amounted to $761,000,  $808,000,  and
$811,000 in 2000, 1999, and 1998, respectively.

9.  Fair Value of Financial Instruments

The carrying  amounts and the estimated  fair values of the Company's  financial
instruments are summarized as follows:

                                  2000                     1999
                        ------------------------------------------------
                        Carrying    Estimated     Carrying     Estimated
                          Amount   Fair Value       Amount    Fair Value
- ------------------------------------------------------------------------
                                         (In thousands)

Long-term debt, including
  current portion       $190,292     $187,140     $186,880  $    191,363
Class B Common Stock
  of Moog Inc.             2,264        2,264        2,086         2,086

The estimated fair values were determined as follows:

     Long-term debt - The quoted market prices for similar debt or current rates
     offered to the Company for debt with the same maturities.

     Class B Common Stock of Moog Inc. - Based on quoted market prices.


<PAGE>



Notes to Consolidated Financial Statements (continued)

10. Acquisitions

In 2000, the Company acquired certain assets of the Midwest private label canned
vegetable  business  from Agrilink  Foods,  Inc., a  wholly-owned  subsidiary of
Pro-Fac  Cooperative,  for  approximately  $48 million.  The Company purchased a
plant  and  related  equipment  for  $5  million  in  Arlington,  Minnesota  and
inventories of the acquired  business for $43 million.  The annual sales of this
business are approximately $73 million.  The purchase price was partially funded
by a subordinated note for $5 million while the balance was paid in cash.

The fiscal 2000 and 1999 results of operations on a proforma basis, assuming the
Agrilink acquisition occurred at the beginning of the periods, are as follows:


                                           2000                      1999
  -----------------------------------------------------------------------
                                                    (Unaudited)
                                   (In thousands, except per share amounts)

  Net sales                           $ 647,309                 $ 649,225
  =======================================================================
  Net earnings from continuing operations
    before extraordinary item         $   4,118                 $   1,107
  =======================================================================
  Basic net earnings from continuing
    operations before extraordinary
    item per share                    $     .63                 $     .18
  =======================================================================

In 1998, the Company completed two  acquisitions.  The first was the acquisition
of Aunt  Nellie's Farm  Kitchens  from The  Pillsbury  Company,  a subsidiary of
Diageo plc, for approximately $24 million. Aunt Nellie's Farm Kitchens produces,
markets,  and sells fruit and vegetable  products from plants in the Midwest and
its sales were  approximately  $50 million.  The Company  purchased  the plants,
inventories,   accounts  receivable,   and  trademarks  of  the  business.  This
acquisition included $16 million of inventory and $8 million of property, plant,
and equipment, and was funded primarily out of working capital.

The second  acquisition was the Comstock canned private label vegetable business
from Curtice Burns Foods,  a  wholly-owned  subsidiary  of Pro-Fac  Cooperative,
along with the Blue Boy branded canned vegetable business. The Company purchased
two New York plants, related inventories,  and certain trademarks. The companies
also  formed  a  long-term   strategic   alliance,   combining  their  New  York
agricultural departments into one organization. The sales were approximately $40
million.  The purchase price was approximately  $29 million,  which included $13
million of inventory and $16 million of property,  plant, and equipment, and was
funded primarily out of working capital.

Each  acquisition was accounted for under the purchase method and,  accordingly,
the  operating  results of the  acquired  businesses  have been  included in the
consolidated operating results since the dates of acquisition.


<PAGE>



Notes to Consolidated Financial Statements (continued)

11.  Other Income and Expenses

Other expense in 2000 consisted of the following:  1) a loss of $2,219,000 which
is related primarily to exiting a line of business; and 2) a gain on the sale of
the Chicopee, Massachusetts warehouse of $965,000.

Other income in 1999 consisted of the  following:  1) a gain on the sale of land
in Rochester,  Minnesota of $6,220,000;  2) a gain on the sale of an aircraft of
$650,000; and 3) an impairment loss of $2,036,000.

12.  Sales Information

The Company sold $78,461,000 to one customer,  representing 14% of net sales, in
1998.  Also,  the Company  sold  $209,872,000,  $246,760,000  and  $149,747,000,
representing  35%, 43% and 27% of net sales,  to one customer in 2000,  1999 and
1998, respectively.

13.      Segment Information

The Company  manages its business on the basis of one  reportable  segment - the
processing  and sale of  vegetables.  The Company  markets  its  product  almost
entirely  in the United  States.  The Company  has an  Alliance  Agreement  with
Pillsbury  whereby  the  Company  processes  canned  and frozen  vegetables  for
Pillsbury  under  the  Green  Giant  brand  name.   Pillsbury  continues  to  be
responsible for all of the sales, marketing,  and customer service functions for
the Green  Giant  products.  In 2000,  1999,  and 1998,  the sale of Green Giant
vegetables account for 44%, 50%, and 49% of net sales. The following information
is presented in accordance with SFAS No. 131,  "Disclosure  about Segments of an
Enterprise and Related Information,":
<TABLE>
<CAPTION>
Classes of similar products/services:                      2000                1999                1998
- -------------------------------------------------------------------------------------------------------
<S>                                                   <C>                <C>                  <C>

                                                                        (In thousands)
Net Sales:
   Green Giant vegetables                             $ 263,279           $ 289,946           $ 277,080
   Canned vegetables                                    279,774             239,338             241,166
   Frozen vegetables                                     27,156              20,446              19,283
   Fruit and chip products                               20,083              17,189              16,395
   Flight operations                                      5,105               4,225               2,894
   Other                                                  9,559               5,049               3,708
- -------------------------------------------------------------------------------------------------------

                                                      $ 604,956           $ 576,193           $ 560,526
=======================================================================================================
</TABLE>

14. Discontinued Operations

In December 1998,  the Company sold a significant  portion of its Juice Division
to Northland Cranberries, Inc., together with an exclusive license to market and
sell Seneca juice  products,  for  $28,200,000  in cash plus the  assumption  of
certain liabilities. This transaction resulted in a pre-tax gain on the disposal
of $6,760,000,  which was recognized  during the Company's  fourth quarter ended
March 31, 1999.  This sale included plants in Dundee,  New York;  Mountain Home,
North Carolina;  Jackson,  Wisconsin; a warehouse in Eau Claire, Michigan; and a
receiving station in Portland, New York.

In  January  1999,  the  Company  completed  the sale to Tree Top,  Inc.  of its
processing  facility  in  Prosser,  Washington  together  with  its  non-branded
specialty fruit concentrate business and an exclusive license to market and sell
the Company's branded  applesauce.  Tree Top paid  approximately  $29,000,000 in
cash.  This  transaction   resulted  in  a  pre-tax  gain  on  the  disposal  of
$10,427,000,  which was also  recognized in the Company's  fourth  quarter ended
March 31, 1999.

As a result of these  sales,  the  disposition  of the Juice  Business  has been
accounted for as a discontinued operation. The consolidated financial statements
for 1998 have been restated to separately report discontinued operating results.
Net sales for the Juice Business were  $121,290,000 in 1999 and  $142,694,000 in
1998.  Interest  expense  allocated  to  discontinued   operations  includes  an
allocation of corporate  interest  expense and amounts  directly  related to the
discontinued  business.  The allocation of corporate interest expense was based,
in part, on a ratio of the net assets of the discontinued  operations to the sum
of consolidated net assets and consolidated  debt. The amounts allocated in 1999
and 1998 totaled $1,567,000 and $2,580,000 respectively.


<PAGE>



Independent Auditors' Report

To the Board of Directors  and Stockholders of
Seneca Foods Corporation
Pittsford, New York

We have audited the  accompanying  consolidated  balance  sheets of Seneca Foods
Corporation  and  subsidiaries  as of March 31,  2000 and 1999,  and the related
consolidated  statements of net earnings,  stockholders'  equity, and cash flows
for each of the three years in the period ended March 31, 2000.  These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  such consolidated  financial  statements present fairly, in all
material  respects,  the  financial  position of Seneca  Foods  Corporation  and
subsidiaries as of March 31, 2000 and 1999, and the results of their  operations
and their cash flows for each of the three  years in the period  ended March 31,
2000 in conformity with accounting  principles  generally accepted in the United
States of America.

DELOITTE & TOUCHE LLP
Rochester, New York
May 26, 2000


Notice of Annual Meeting
The 2000 Annual Meeting of Shareholders will be held on Friday,  August 4, 2000,
beginning at 1:00 P.M. at the  Company's  facilities  at 3736 South Main Street,
Marion, New York. A formal notice of the meeting together with a proxy statement
and proxy form will be mailed to shareholders of record as of June 16, 2000.

Additional Information

A copy of the  Company's  Annual  Report on Form 10-K for the fiscal  year ended
March 31, 2000, as filed with the  Securities and Exchange  Commission,  will be
provided by the Company to any shareholder who so requests in writing.  Requests
should  be  sent  to  Philip  G.   Paras,   Seneca   Foods   Corporation,   1162
Pittsford-Victor Road, Pittsford, New York 14534, or contact us via our web site
at http://www.senecafoods.com, or e-mail us at senecafoods@senecafoods.com.

Forward-Looking Statements

Except for the historical information contained herein, the matters discussed in
this  annual  report are  forward-looking  statements  as defined in the Private
Securities  Litigation  Reform Act (PSLRA) of 1995.  The Company  wishes to take
advantage  of the  "safe  harbor"  provisions  of the PSLRA by  cautioning  that
numerous important factors which involve risks and uncertainties,  including but
not limited to economic,  competitive,  governmental and  technological  factors
affecting the Company's operations,  markets, products, services and prices, and
other  factors  discussed  in the  Company's  filings  with the  Securities  and
Exchange  Commission,  in the future,  could affect the Company's actual results
and could cause its actual consolidated  results to differ materially from those
expressed  in any  forward-looking  statement  made by,  or on  behalf  of,  the
Company.

<PAGE>



Shareholder Information and Quarterly Results

The Company's  common stock is traded on The NASDAQ  National Stock Market.  The
3.8 million of Class A  outstanding  shares and 2.8 million  Class B outstanding
shares are owned by 366 and 361 shareholders of record,  respectively.  The high
and low prices of the Company's common stock during each quarter of the past two
years are shown below.

Class A:                            2000                         1999
               --------------------------------------------------------------
               Quarter          High          Low            High         Low
               --------------------------------------------------------------

               First           $15.50       $10.25         $17.13      $13.50
               Second           13.75        12.50          14.50       12.00
               Third            12.75        11.50          13.25       11.00
               Fourth           11.94        10.69          15.25       10.00



Class B:                            2000                         1999
               --------------------------------------------------------------
               Quarter          High          Low            High         Low
               --------------------------------------------------------------

               First           $14.75       $10.00         $16.75      $14.75
               Second           13.88        10.50          14.75       12.00
               Third            12.38        11.25          15.00       11.25
               Fourth           11.94        10.75          14.00       10.38


The  Company  may pay  dividends  on common  stock  only from  consolidated  net
earnings  available  for  distribution,  which  were none as of March 31,  2000.
Payment of dividends to common  stockholders  is made at the  discretion  of the
Company's  Board of Directors  and depends,  among other  factors,  on earnings,
capital  requirements,  operating  and financial  condition of the Company.  The
Company has not declared or paid a common dividend in many years.

The  following is a summary of the  unaudited  interim  results of operations by
quarter:
<TABLE>
<CAPTION>

                                                                         First          Second            Third          Fourth
- -------------------------------------------------------------------------------------------------------------------------------
                                                                                      (In thousands, except per share data)
<S>                                                                  <C>             <C>              <C>             <C>

Year ended March 31, 2000:
Net sales                                                            $  87,735       $ 181,451        $ 241,731       $  94,039
Gross margin                                                             9,496           9,943           13,645          14,024
Net earnings                                                                35             325            2,212           1,748
Basic earnings per common share                                            .00             .05              .34             .27
Diluted earnings per common share                                          .00             .03              .22             .17

Year ended March 31, 1999:
Net sales                                                            $  67,466       $ 176,792        $ 246,624       $  85,311
Gross margin                                                             7,574          10,596            9,491           9,854
Earnings (loss) from continuing  operations before extraordinary        (1,420)            796             (613)          2,657
  item
Basic  earnings   (loss)  from  continuing   operations   before
  extraordinary item per common share                                     (.24)            .13             (.10)            .43
Diluted earnings (loss) from continuing operations before
  extraordinary item per common share                                     (.24)            .11             (.10)            .26
Net earnings (loss)                                                     (2,683)            283              459           7,104
Basic earnings (loss) per common share                                    (.45)            .05              .07            1.16
Diluted earnings (loss) per common share                                  (.45)            .04              .07             .69

</TABLE>

Earnings  for the fourth  quarter have  historically  reflected  adjustments  of
previously  estimated  raw  material  costs and  production  levels.  Due to the
dependence  on fruit and  vegetable  yields  of the  Company's  food  processing
segment,  interim costing must be estimated. The fourth quarter of 1999 includes
an extraordinary  loss from debt  extinguishment  of $1,222,000 after income tax
benefit.


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>

                                   Exhibit 21

                              LIST OF SUBSIDIARIES

The  following  is  a  listing  of  subsidiaries  100%  owned  by  Seneca  Foods
Corporation, directly or indirectly:

    Name                                                         State
    ----                                                         -----
    Marion Foods, Inc.                                          New York
    Seneca Foods International, Ltd.                            New York
    Seneca Foods Corporation Argentina S.A.                     Argentina

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>4
<FILENAME>0004.txt
<TEXT>


                                   Exhibit 23

                          INDEPENDENT AUDITORS' CONSENT

We consent to the  incorporation by reference in this  Post-Effective  Amendment
No. 1 of  Registration  Statement No.  333-12365 of Seneca Foods  Corporation on
Form S-8 of our reports  dated May 26, 2000,  appearing in and  incorporated  by
reference in the Annual Report on Form 10-K of Seneca Foods  Corporation for the
year ended March 31, 2000.

DELOITTE & TOUCHE LLP

Rochester, New York
June 22, 2000


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>5
<FILENAME>0005.txt
<TEXT>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
Commercial and Industrial Companies
Article 5 of Regulation S-X
</LEGEND>
<MULTIPLIER> 1000

<S>                                        <C>
<PERIOD-TYPE>                              12-MOS
<FISCAL-YEAR-END>                          MAR-31-2000
<PERIOD-END>                               MAR-31-2000
<CASH>                                           11348
<SECURITIES>                                         0
<RECEIVABLES>                                    32171
<ALLOWANCES>                                       469
<INVENTORY>                                     203173
<CURRENT-ASSETS>                                251563
<PP&E>                                          364679
<DEPRECIATION>                                  185533
<TOTAL-ASSETS>                                  438540
<CURRENT-LIABILITIES>                            82591
<BONDS>                                         189968
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                      42940
<COMMON>                                          2822
<OTHER-SE>                                      103237
<TOTAL-LIABILITY-AND-EQUITY>                    438540
<SALES>                                         604956
<TOTAL-REVENUES>                                604956
<CGS>                                           557848
<TOTAL-COSTS>                                   557848
<OTHER-EXPENSES>                                 24073
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               16147
<INCOME-PRETAX>                                   6888
<INCOME-TAX>                                      2568
<INCOME-CONTINUING>                               4320
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      4320
<EPS-BASIC>                                        .66
<EPS-DILUTED>                                      .42


</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
