-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 F3LPOsDYhPyarX7MQgGlH1Tx9XONRk3jRN+KWbXzg2a6CqTmZdTlg4tokhI0G9jy
 m8uZDnHgOW4giIoLExX2Mg==

<SEC-DOCUMENT>0000088948-01-500009.txt : 20010627
<SEC-HEADER>0000088948-01-500009.hdr.sgml : 20010627
ACCESSION NUMBER:		0000088948-01-500009
CONFORMED SUBMISSION TYPE:	DEF 14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20010331
FILED AS OF DATE:		20010626

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SENECA FOODS CORP /NY/
		CENTRAL INDEX KEY:			0000088948
		STANDARD INDUSTRIAL CLASSIFICATION:	CANNED, FRUITS, VEG & PRESERVES, JAMS & JELLIES [2033]
		IRS NUMBER:				160733425
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		DEF 14A
		SEC ACT:		
		SEC FILE NUMBER:	000-01989
		FILM NUMBER:		1667209

	BUSINESS ADDRESS:	
		STREET 1:		1162 PITTSFORD VICTOR RD
		CITY:			PITTSFORD
		STATE:			NY
		ZIP:			14534
		BUSINESS PHONE:		7163834608

	MAIL ADDRESS:	
		STREET 1:		1162 PITTSFORD-VICTOR RD
		CITY:			PITTSFORD
		STATE:			NY
		ZIP:			14534

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PIERCE S S COMPANY INC
		DATE OF NAME CHANGE:	19861210

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SENECA FOODS CORP
		DATE OF NAME CHANGE:	19780425

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SENECA GRAPE JUICE CORP
		DATE OF NAME CHANGE:	19710419
</SEC-HEADER>
<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>proxy01.txt
<DESCRIPTION>MARCH 31, 2001 PROXY
<TEXT>

                            SENECA FOODS CORPORATION
                           1162 Pittsford-Victor Road
                            Pittsford, New York 14534


                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS



     NOTICE IS HEREBY  GIVEN  that the Annual  Meeting  (the  "Meeting")  of the
shareholders of SENECA FOODS CORPORATION will be held at 3736 South Main Street,
Marion,  New York,  on Friday,  August 3, 2001, at 1:00 p.m.,  Eastern  Daylight
Savings Time, for the following purposes:

     1.  To elect three directors to serve until the Annual Meeting of
         shareholders in 2004 and until their successors are duly elected and
         shall qualify.

     2.  To ratify the appointment by the Board of Directors of Deloitte &
         Touche LLP as independent auditors for the fiscal year ending March 31,
         2002.

     3.  To transact such other business as may properly come before the Meeting
         or any adjournment thereof.

     Accompanying this notice is a form of proxy and Proxy Statement. If you are
unable to be present in person at the Meeting,  please sign the enclosed form of
proxy and return it in the enclosed envelope. If you attend the Meeting and vote
personally, the proxy will not be used. Only shareholders of record at the close
of  business on June 15,  2001,  will be entitled to vote at the Meeting and any
adjournment  thereof.  The prompt  return of your proxy will save the expense of
further communications.

     A copy of the Annual Report for the fiscal year ended March 31, 2001, also
accompanies this Notice.

                                          By order of the Board of Directors,



                                          JEFFREY L. VAN RIPER
                                          Secretary

DATED:     Pittsford, New York
           June 26, 2001


IT IS IMPORTANT THAT THE ENCLOSED PROXY BALLOT BE SIGNED, DATED AND PROMPTLY
RETURNED IN THE ENCLOSED ENVELOPE, SO THAT YOUR SHARES WILL BE REPRESENTED
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.


<PAGE>

                                 PROXY STATEMENT

                      FOR ANNUAL MEETING OF SHAREHOLDERS OF

                            SENECA FOODS CORPORATION
                            ------------------------

                         Date of Mailing: June 26, 2001

                 Annual Meeting of Shareholders: August 3, 2001


     The  enclosed  proxy is solicited by the Board of Directors of Seneca Foods
Corporation (hereinafter called the "Company"). Any proxy given pursuant to such
solicitation  may be revoked by the  shareholder at any time prior to the voting
of the proxy. The signing of the form of proxy will not preclude the shareholder
from attending the Annual Meeting (the  "Meeting") and voting in person.  Shares
represented  by proxy will be voted in  accordance  with the  directions  of the
shareholder.  The directors of the Company know of no matters to come before the
meeting  other than those set forth in this  Proxy  Statement.  In the event any
other matter may properly be brought before the meeting,  the proxy holders will
vote the proxies in their discretion on such matter. If no choices are specified
on the proxy, the proxy will be voted FOR the proposals  discussed in this Proxy
Statement.

     All of the expenses  involved in preparing and mailing this Proxy Statement
and the material enclosed herewith will be paid by the Company. The Company will
reimburse banks, brokerage firms and other custodians,  nominees and fiduciaries
for expenses reasonably incurred by them in sending proxy material to beneficial
owners of stock.

     Only  record  holders of the voting  stock at the close of business on June
15, 2001 (the "Record  Date") are  entitled to vote at the Meeting.  On that day
the following shares were issued and outstanding:  (i) 3,814,345 shares of Class
A common  stock,  $0.25  par value per  share  ("Class  A Common  Stock");  (ii)
2,767,357  shares of Class B common  stock,  $0.25 par value per share ("Class B
Common  Stock"),  and  together  with  the  Class  A  Common  Stock,   sometimes
collectively  referred to as the "Common  Stock");  (iii) 200,000  shares of Six
Percent (6%) Cumulative  Voting Preferred Stock,  $0.25 par value per share ("6%
Preferred  Stock");  (iv) 407,240  shares of 10% Cumulative  Convertible  Voting
Preferred  Stock - Series  A,  $0.025  stated  value per  share  ("10%  Series A
Preferred  Stock");  (v) 400,000  shares of 10%  Cumulative  Convertible  Voting
Preferred  Stock - Series  B,  $0.025  stated  value per  share  ("10%  Series B
Preferred  Stock");  and (vi)  3,576,183  shares  of  Convertible  Participating
Preferred Stock with $0.025 par value per share (the "Convertible  Participating
Preferred  Stock").  The shares of Class B Common Stock,  10% Series A Preferred
Stock,  and 10% Series B Preferred  Stock are  entitled to one vote per share on
all  matters  submitted  to the  Company's  shareholders.  The shares of Class A
Common Stock are entitled to  one-twentieth  (1/20) of one vote per share on all
matters  submitted  to the  Company's  shareholders.  The shares of 6% Preferred
Stock are entitled to one vote per share,  but only with respect to the election
of directors.  The shares of Convertible  Participating  Preferred Stock are not
currently  entitled to vote on matters submitted to shareholders  (other than as
required by law);  however,  these shares are  convertible on a  share-for-share
basis into shares of Class A Common Stock,  which are entitled to  one-twentieth
(1/20) of one vote per share.

     At the Meeting, shareholders of the Company will consider and vote upon the
following matters:

(1)  To elect three directors to serve until the Annual Meeting of shareholders
     in 2004 and until each of their successors is duly elected and shall
     qualify.

(2)  To ratify the appointment by the Board of Directors of Deloitte & Touche
     LLP as independent auditors for the fiscal year ending March 31, 2002.

(3) To transact such other business as may properly come before the Meeting or
    any adjournment thereof.

The Board of Directors of the Company unanimously recommends a vote FOR each of
the items set forth above.


<PAGE>



                                   PROPOSAL 1


ELECTION OF DIRECTORS

     Under the By-Laws of the  Company,  its Board of  Directors is divided into
three classes,  as equal in number as possible,  having staggered terms of three
years each.  At this annual  meeting  three  directors  will be elected to serve
until the annual meeting in 2004 and until their successors are duly elected and
shall qualify.

     Unless  authority  to vote for the election of directors is withheld or the
Proxy is marked to the contrary as provided therein,  the enclosed Proxy will be
voted FOR the election of the three nominees listed below.

     Although the directors do not contemplate  that any of the nominees will be
unable to serve,  should such a situation  arise, the Proxy may be voted for the
election  of other  persons  as  directors.  Each  nominee,  to be  elected as a
director,  must receive the affirmative vote of a plurality of the votes cast at
the Meeting by the shareholders entitled to vote thereon.

     The  following  table sets forth  certain  information  with respect to the
nominees for election as directors and directors whose terms continue beyond the
meeting:
<TABLE>
<CAPTION>

                                                                                                     Served as
                                                                                                      Director
Nominee                    Principal Occupation for Past Five Years (1)                        Age      Since
- -------                    ----------------------------------------                            ----  ---------
<S>                        <C>                                                                 <C>   <C>

                           Nominees Standing for Election
                           ------------------------------
To serve until the annual meeting of shareholders in 2004 and until their successors are duly elected and shall qualify:

Andrew M. Boas (4)         General Partner of Carl Marks Management                             46      1998
                           Company, L.P.; President of Carl Marks
                           Offshore Management, Inc. since 1994; Vice President of
                           CM Capital; Vice President of Carl Marks
                           & Co., Inc. (7)

Douglas F. Brush           Chairman and Chief Executive Officer of                              47        -
                           John D. Brush & Company, Inc.,
                           Rochester, New York.

Susan W. Stuart (3)        Marketing Consultant, Fairfield, Connecticut.                        46      1986

                           Directors Whose Terms Expire in 2002
                           ------------------------------------
Robert T. Brady            Chairman and Chief Executive Officer of Moog Inc.,                   60      1989
                           East Aurora, New York (manufacturer of control
                           systems). (2)

G. Brymer Humphreys        President, Humphreys Farm Inc.,                                      60      1983
                           New Hartford, New York.

Arthur S. Wolcott (3)      Chairman of the Company.                                             75      1949

                           Directors Whose Terms Expire in 2003
                           ------------------------------------
Arthur H. Baer (4)         President of Arrow Electronics Inc. (Europe) since January           54      1998
                           2000; President of Hudson Valley Publishing, Inc. from 1998
                           to 1999; President of XYAN Inc. from 1996 to 1998.

Edward O. Gaylord          Chairman of Jacintoport Terminal Company from                        69      1975
                           1989 to present; Chairman of EOTT Energy Corporation
                           from 1993 to 2000; President of Gaylord & Company from
                           1993 to 2000. (5)

Kraig H. Kayser            President and Chief Executive Officer of the Company. (6)            40      1985



<FN>
(1)  Unless otherwise indicated, each nominee has had the same principal
     occupation for at least the past five years.
(2)  Mr. Brady is also a director of the following publicly-held companies:
     Acme Electric Corporation, Astronics Corporation,
     M & T Bank Corporation, Moog Inc. and National Fuel Gas Corp.
(3)  Susan W. Stuart and Arthur S. Wolcott are daughter and father.
(4)  Messrs. Boas and Baer were nominated to the Company's Board of Directors
     pursuant to the terms of a Stock Purchase Agreement dated as of June 22,
     1998, by and between the Company and Carl Marks Strategic Investments, L.P.
     and related entities (collectively the "Investors"). Certain substantial
     shareholders of the Company have agreed to vote their shares in favor of
     Messrs. Boas and Baer. This voting arrangement will continue in effect
     until the Investors, in the aggregate, own less than 10% of the outstanding
     Class A Common Stock (assuming conversion of the Convertible Participating
     Preferred Stock).
(5)  Mr.  Gaylord is also a director of the following  publicly-held  companies:
     Kinder Morgan Energy  Partners,  Imperial  Sugar Company and  EOTT  Energy
     Corporation. Mr. Gaylord is a Director of the Houston branch of the Federal
     Reserve Bank of Dallas.
(6)  Mr. Kayser is also a  director  of  the  following  publicly-held  company:
     Moog Inc.
(7)  Mr. Boas is  also a  director  of the  following publicly-held   company:
     Thousand Trails, Inc. and Anchor Glass Container Corp.
</FN>
</TABLE>
OWNERSHIP OF SECURITIES

     Ownership by Management. The following table sets forth certain information
with respect to beneficial ownership of the Company's outstanding Class A Common
Stock,  Class B Common Stock, 6% Preferred  Stock, 10% Series A Preferred Stock,
10% Series B Preferred Stock, and Convertible  Participating  Preferred Stock by
each nominee and director and by all directors, nominees and officers as a group
as of April 1, 2001. ("Beneficial ownership" for these purposes is determined in
accordance with applicable  Securities and Exchange Commission ["SEC"] rules and
includes  shares  over  which a  person  has  sole or  shared  voting  power  or
investment power):
<TABLE>
<CAPTION>
                                                                          Shares (1)
                                                                       Beneficially           Percent
Nominees for Election               Title of Class                         Owned             of Class
- ---------------------               --------------                     ------------          --------
<S>                                 <C>                                <C>                   <C>

Andrew M. Boas                      Convertible Participating
                                    Preferred Stock (9)                2,995,736                83.76  %

Douglas F. Brush                                      - (10)                   -                    -
                                                      - (10)                   -                    -

Susan W. Stuart                     Class A Common Stock (16)            228,834                 5.99
                                    Class B Common Stock (17)            426,458                15.39
                                    6% Preferred Stock                    25,296                12.65

                                                                          Shares (1)
Directors Whose Terms                                                  Beneficially           Percent
  do not Expire                     Title of Class                         Owned             of Class
- ---------------------               --------------                     ------------          --------

Arthur H. Baer                      Class B Common Stock                   2,000                   -(3)

Edward O. Gaylord                   Class A Common Stock                   4,544                   -(3)
                                    Class B Common Stock                   4,544                   -(3)

Kraig H. Kayser                     Class A Common Stock (11)            354,043                 9.27
                                    Class B Common Stock (12)            381,798                13.78
                                    6% Preferred Stock (13)                8,000                 4.00
                                    10% Series A Preferred Stock (14)    173,812                42.68
                                    10% Series B Preferred Stock (15)    165,080                41.27

Robert T. Brady                                                                -(2)                 -(3)


G. Brymer Humphreys                 Class A Common Stock                     800                    -(3)
                                    Class B Common Stock                     800                    -(3)

Arthur S. Wolcott                   Class A Common Stock (4)             342,819                 8.98
                                    Class B Common Stock (5)             269,579                 9.73
                                    6% Preferred Stock (6)                32,844                16.42
                                    10% Series A Preferred Stock (7)     212,840                52.26
                                    10% Series B Preferred Stock (8)     212,200                53.05

All directors, nominees             Class A Common Stock (19)            563,389                14.77
and officers as a group (18)        Class B Common Stock (20)            546,221                19.74
                                    6% Preferred Stock (21)               66,140                33.07
                                    10% Series A Preferred Stock (22)    386,652                94.94
                                    10% Series B Preferred Stock (23)    377,280                94.32
                                    Convertible Participating
                                    Preferred Stock (24)               2,995,736                83.76



<FN>
(1)  Unless otherwise stated, each person named in the table has sole voting and
     investment power with respect to the shares indicated as beneficially owned
     by that person. No stock options are held by any of the named individuals
     or the group. The holdings of Class A Common Stock and Class B Common Stock
     listed in the table do not include the shares obtainable upon conversion of
     the 10% Series A Preferred Stock and the 10% Series B Preferred Stock,
     which are currently convertible into Class A Common Stock and Class B
     Common Stock on the basis of 20 and 30 preferred shares, respectively, for
     each share of Common Stock. The holdings of Class A Common Stock do not
     include the shares obtainable upon conversion of the Convertible
     Participating Preferred Stock, which is currently convertible into shares
     of Class A Common Stock on a one-for-one basis.

(2)  Does not include 300 shares of Class A Common Stock and 300 shares of Class
     B Common Stock owned by Mr. Brady's children as to which Mr. Brady
     disclaims beneficial ownership.

(3)  Less than 0.1%.

(4)  The shares in the table include (i) 44,029 shares of Class A Common Stock
     held by Mr. Wolcott's wife, (ii) 2,034 shares held by the Company's Tax
     Credit Employee Stock Ownership Plan Trust (the "PAYSOP"), of which Mr.
     Wolcott is a trustee, (iii) 76,936 shares held by the Foundation, of which
     Mr. Wolcott is a Director. The shares reported in the table do not include
     (i) 284,134 shares of Class A Common Stock held directly by Mr. and Mrs.
     Wolcott's offspring and their families (including Susan W. Stuart), or (ii)
     186,637 shares held by Seneca Foods Corporation Employee Savings Plan (the
     "401(k) Plan"), over which the Company's officers may be deemed to have
     shared voting and investment power. Mr. Wolcott has shared voting and
     investment power with respect to the shares held by the PAYSOP and the
     Foundation. He disclaims beneficial ownership with respect to the shares
     held by his wife, his offspring and their families and the 401(k) Plan.

(5)  The shares in the table include (i) 2,097 shares of Class B Common Stock
     held by Mr. Wolcott's wife, (ii) 2,034 shares held by the PAYSOP, of which
     Mr. Wolcott is a trustee, (iii) 156,376 shares held by the Pension Plan, of
     which Mr. Wolcott is a trustee and (iv) 56,424 shares held by the
     Foundation, of which Mr. Wolcott is a director. The shares in the table do
     not include 410,998 shares of Class B Common Stock held directly by Mr. and
     Mrs. Wolcott's offspring and their families (including Susan W. Stuart).
     Mr. Wolcott has shared voting and investment power with respect to the
     shares held by the PAYSOP, the Pension Plan and the Foundation. He
     disclaims beneficial ownership with respect to the shares held by his wife,
     his offspring and their families.

(6)  Does not include 101,176 shares of 6% Preferred Stock held directly by Mr.
     and Mrs.  Wolcott's  offspring  (including Susan W.
     Stuart), as to which Mr. Wolcott disclaims beneficial ownership.

(7) These shares are convertible into 10,642 shares of Class A Common Stock and
    10,642 shares of Class B Common Stock.

(8) These shares are convertible into 7,073 shares of Class A Common Stock and
    7,073 shares of Class B Common Stock.

(9)  These shares are convertible on a share-for-share basis into 2,995,736
     shares of Class A Common Stock. Includes 2,995,736 shares of Convertible
     Participating Preferred Stock owned by Investors, as to which Mr. Boas
     disclaims beneficial ownership. Does not include 251,520 shares of
     Convertible Participating Preferred Stock owned by Edwin Marks which are
     related to the Investors via common ownership in certain entities and
     family relationships and which sometimes are collectively referred to as
     the "Related Marks Shareholders". Mr. Boas disclaims beneficial ownership
     of the stock owned by the Related Marks Shareholders.

(10) Mr. Brush does not own shares of the Company at this time.

(11) Mr. Kayser has sole voting and investment power over 53,728 shares of Class
     A Common Stock owned by him and sole voting but no investment power over
     12,150 shares owned by his siblings and their children, which are subject
     to a voting trust agreement of which Mr. Kayser is a trustee. Mr. Kayser
     has shared voting and investment power with respect to 75,894 shares held
     in two trusts of which he is a co-trustee and in which he and members of
     his family are beneficiaries. Robert Oppenheimer of Rochester, New York is
     the other co-trustee of the trusts. The shares reported in the table
     include (i) 2,034 shares held by the PAYSOP, of which Mr. Kayser is a
     trustee. The shares reported in the table do not include (i) 14,902 shares
     owned by Mr. Kayser's mother, (ii) 19,000 shares held in trust for Mr.
     Kayser's mother, (iii) 7,192 shares held by Mr. Kayser's brother, or (iv)
     186,637 shares held by the 401(k) Plan, over which the Company's officers
     may be deemed to have shared voting and investment power. Mr. Kayser has
     shared voting and investment power with respect to the shares held by the
     PAYSOP and the Foundation. He disclaims beneficial ownership of the shares
     held by his mother and in trust for his mother, the shares held by his
     brother and the shares held by the 401(k) Plan.

(12) Mr. Kayser has sole voting and investment power over 80,170 shares of Class
     B Common Stock he owns and sole voting but no investment power over 10,150
     shares owned by his siblings and their children, which are subject to a
     voting trust agreement of which Mr. Kayser is a trustee. Mr. Kayser has
     shared voting and investment power with respect to 76,644 shares held in
     two trusts of which he is a co-trustee and in which he and members of his
     family are beneficiaries. Robert Oppenheimer of Rochester, New York is the
     other co-trustee of the trusts. The shares in the table include (i) 2,034
     shares held by the PAYSOP, of which Mr. Kayser is a trustee, (ii) 156,376
     shares held by the Pension Plan, of which Mr. Kayser is a trustee and (iii)
     56,424 shares held by the Foundation, of which Mr. Kayser is a director.
     The shares in the table do not include (i) 14,912 shares owned by Mr.
     Kayser's mother, or (ii) 19,000 shares held in trust for Mr. Kayser's
     mother. Mr. Kayser has shared voting and investment power with respect to
     the shares held by the PAYSOP, the Pension Plan and the Foundation. He
     disclaims beneficial ownership of the shares held by his mother and in
     trust for his mother.

(13) Does not include 27,536 shares of 6% Preferred Stock held by Mr. Kayser's
     brother, as to which Mr. Kayser disclaims beneficial ownership. See also
     the table in "Principal Owners of Voting Stock".

(14) Mr. Kayser has shared voting and investment power with respect to 141,644
     shares of 10% Series A Preferred Stock held in two trusts described in
     notes 11 and 12 above. The total 173,812 shares of 10% Series A Preferred
     Stock are convertible into 8,690 shares of Class A Common Stock and 8,690
     shares of Class B Common Stock.

(15) Mr. Kayser has shared voting and investment power with respect to 165,080
     shares of 10% Series B Preferred Stock held in two trusts described in
     notes 11 and 12 above. The total 165,080 shares of 10% Series B Preferred
     Stock are convertible into 5,502 shares of Class A Common Stock and 5,502
     shares of Class B Common Stock.

(16) The shares in the table include (i) 11,276 shares of Class A Common Stock
     held by Ms. Stuart's husband, (ii) 7,782 shares owned by her sister's sons,
     of which Ms. Stuart is the trustee, (iii) 2,034 shares held by PAYSOP, of
     which Ms. Stuart is a trustee, (iv) 76,936 shares held by the Foundation,
     of which Ms. Stuart is a trustee. Ms. Stuart has shared voting and
     investment power with respect to the shares held by the PAYSOP and the
     Foundation and sole voting and investment power with respect to the shares
     owned by her sister's sons. She disclaims beneficial ownership of the
     shares held by her husband.

(17) The shares reported in the table include (i) 17,452 shares of Class B
     Common Stock held by Ms. Stuart's husband, (ii) 26,310 shares owned by her
     sister's sons, of which Ms. Stuart is the trustee, (iii) 2,034 shares held
     by the PAYSOP, of which Ms. Stuart is a trustee, (iv) 156,376 shares held
     by the Pension Plan, of which Ms. Stuart is a trustee and (v) 56,424 shares
     held by the Foundation, of which Ms. Stuart is a director. Ms. Stuart has
     shared voting and investment power with respect to the shares held by the
     PAYSOP, the Pension Plan and the Foundation and sole voting and investment
     power with respect to the shares owned by her sister's sons. She disclaims
     beneficial ownership of the shares held by her husband.

(18) Does not include 702,324 shares of Class A Common Stock or 202,162 shares
     of Class B Common Stock owned by the Related Marks Shareholders, as to
     which Andrew Boas disclaims beneficial ownership. See note 9 above.

(19) See notes 2, 4, 9, 10, 11, 16 and 18 above.

(20) See notes 2, 5, 10, 12 and 17 above.

(21) See notes 6 and 13 above.

(22) See notes 7 and 14 above.

(23) See notes 8 and 15 above.

(24) See note 9 above.
</FN>
</TABLE>
<PAGE>


     Principal  Owners of Voting Stock.  The following  table sets forth,  as of
April 1, 2001, certain  information with respect to persons known by the Company
to be the  beneficial  owners of more than five percent of the classes of stock.
("Beneficial  ownership"  for these  purposes is determined  in accordance  with
applicable SEC rules and includes  shares over which a person has sole or shared
voting  power or  investment  power.) The holdings of Common Stock listed in the
table do not include the shares  obtainable  upon conversion of the 10% Series A
Preferred  Stock and the 10%  Series B  Preferred  Stock,  which  currently  are
convertible  into Class A Common  Stock and Class B Common Stock on the basis of
20 and 30 shares of  Preferred  Stock,  respectively,  for each  share of Common
Stock.  The  holdings of Class A Common Stock listed in the table do not include
the shares obtainable upon conversion of the Convertible Participating Preferred
Stock, which is convertible into Class A Common Stock on a one-for-one basis.
<TABLE>
<CAPTION>

                                                    Amount of Shares and Nature
                                                      of Beneficial Ownership
                      -----------------------------------------------------------------------------------
                                                  Sole Voting/      Shared Voting/
                      Name and Address of          Investment        Investment                  Percent
Title of Class          Beneficial Owner              Power             Power         Total      of Class
- --------------        --------------------        ------------      --------------    -----      --------
<S>                   <C>                         <C>               <C>               <C>        <C>

6% Preferred Stock    Arthur S. Wolcott (1)           32,844               --          32,844     16.42%

                      L. Jerome Wolcott, Sr. Trust        --           15,222 (2)      15,222      7.61
                      Southbury, Connecticut

                      Kurt C. Kayser                  27,536 (3)           --          27,536     13.77
                      Sarasota, Florida

                      Susan W. Stuart                 25,296 (4)           --          25,296     12.65
                      Fairfield, Connecticut

                      Bruce S. Wolcott                25,296 (4)           --          25,296     12.65
                      Canandaigua, New York

                      Grace W. Wadell                 25,292 (4)           --          25,292     12.65
                      Bala Cynwyd, Pennsylvania

                      Mark S. Wolcott                 25,292 (4)           --          25,292     12.65
                      Pittsford, New York

                      Peter J. Wolcott                15,222 (4)           --          15,222      7.61
                      Bridgewater, Connecticut


10% Series A          Arthur S. Wolcott               212,840 (5)          --         212,840     52.26
Preferred Stock
                      Kraig H. Kayser (6)              32,168         141,644 (7)     173,812     42.68

                      Hannelore Wolcott-Bailey         20,588              --          20,588      5.06
                      Penn Yan, New York


10% Series B          Arthur S. Wolcott               212,200 (8)          --         212,200     53.05
Preferred Stock
                      Kraig H. Kayser                      --         165,080 (9)     165,080     41.27

                      Hannelore Wolcott-Bailey         22,720              --          22,720      5.68


Class A Common Stock(10)  Edwin S. Marks (11)         362,892         339,432 (12)    702,324     18.41%
                          Great Neck, New York

                          The Pillsbury Company (13)       --         346,570         346,570      9.08
                          Grand Metropolitan PLC
                          Minneapolis, Minnesota

                          Kraig H. Kayser (14)         53,728         300,315         354,043      9.27

                          Arthur S. Wolcott (15)       86,519         256,300         342,819      8.98

                          Susan W. Stuart (16)         55,874          98,028         153,902      4.03

                          Franklin Advisory           191,600              --         191,600      5.02
                           Services (17)
                          San Mateo, California

                          T. Rowe Price               276,400              --         276,400      7.25
                           Associates, Inc.
                          Baltimore, Maryland (18)


Class B Common Stock      Edwin S. Marks (11)         212,642         202,162 (19)    414,804     14.99

                          Kraig H. Kayser              80,170         301,628 (20)    381,798     13.78

                          Arthur S. Wolcott            52,648         216,931 (21)    269,579      9.73

                          Susan W. Stuart              62,050         258,596 (22)    320,646     11.57

                          Hansen Fruit & Cold         170,500              --         170,500      6.16
                           Storage Co., Inc. (23)
                          Yakima, Washington


Convertible               Carl Marks Strategic      2,304,161              --       2,304,161     64.43
Participating Preferred    Investments, LP
Stock (24)                New York, New York (25)

                          Carl Marks Strategic        691,575              --         691,575     19.34
                           Investments II, LP
                          New York, New York (25)

                          Edwin S. Marks              145,000          106,520        251,520      7.03



<FN>
(1)  Business address:  Suite 1010, 1605 Main Street, Sarasota, Florida 34236.

(2)  The L. Jerome Wolcott,  Sr. Trust does not have voting power but has other
     attributes of beneficial  ownership with respect to these shares.

(3)  These shares are included in the shares described in note 13 to the table
     under the heading "Ownership by Management".

(4)  These shares are included in the shares described in note 6 to the table
     under the heading "Ownership by Management".

(5)  See note 7 to the table under the heading "Ownership by Management".

(6)  Business address: 1162 Pittsford-Victor Road, Pittsford, New York 14534.

(7)  See note 14 to the table under the heading "Ownership by Management".

(8)  See note 8 to the table under the heading "Ownership by Management".

(9)  See note 15 to the table under the heading "Ownership by Management".

(10) Does not include 2,995,763 shares of Convertible Participating Preferred
     Stock held by the New Investors which are convertible on a share-for-share
     basis into 2,995,763 shares of Class A Common Stock. Does not include
     251,520 shares of Convertible Participating Preferred Stock held by the
     Related Marks Shareholders, which are convertible into 251,520 shares of
     Class A Common Stock. See notes 12, 13, and 21 below. See also notes 9 and
     18 to the table under the heading "Ownership by Management."

(11) Based on a statement on Schedule 13D filed by Edwin S. Marks with the SEC
     (as most recently amended in July 1998) and Form 4 filed with the SEC by
     Edwin S. Marks for March 2000.

(12) Edwin S. Marks shares voting and dispositive power with respect to 117,520
     of these shares with his wife and daughters. He disclaims beneficial
     ownership of these shares.

(13) Based on a statement on Schedule 13D filed by The Pillsbury Company and
     Grand Metropolitan with the SEC in March 1996.

(14) See note 11 to the table under the heading "Ownership by Management".

(15) See note 4 to the table under the heading "Ownership by Management".

(16) See note 16 to the table under the heading "Ownership by Management".

(17) Based on a statement on Schedule 13G filed with the SEC February 2000, by
     Franklin Advisory Services, Inc.

(18) These securities are owned by various individual and institutional
     investors, which T. Rowe Price Associates, Inc. (Price Associates) serves
     as investment adviser with power to direct investments and/or sole power to
     vote the securities. For purposes of the reporting requirements of the
     Securities Exchange Act of 1934, Price Associates is deemed to be a
     beneficial owner of such securities; however, Price Associates expressly
     disclaims that it is, in fact, the beneficial owner of such securities.

(19) Edwin S. Marks shares voting and dispositive power with respect to 105,770
     of these shares with his wife. He disclaims beneficial ownership of his
     wife's shares.

(20) See note 12 to the table under the heading "--Ownership by Management."

(21) See note 5 to the table under the heading "--Ownership by Management."

(22) See note 17 to the table under the heading "--Ownership by Management."

(23) Based on a statement on Schedule 13D filed with the SEC by Hansen Fruit &
     Cold Storage Co., Inc.  (Hansen  Fruit") in November 1998.   According  to
     the Schedule 13D, Gary Hansen, the President and director of Hansen Fruit,
     has sole voting and  dispositive power over the indicated shares.

(24) The shares of Convertible Participating Preferred Stock are not currently
     entitled to vote on matters submitted to shareholders (other than as
     required by law); however, these shares are convertible on a one-for-one
     basis into shares of Class A Common Stock, which are entitled to
     one-twentieth (1/20) of one vote per share.

(25) Does not include  24,159  shares of stock owned by Uranus  Fund,  Ltd.,
     hich is related via common  ownership  to Carl Marks Strategic Investments,
     L.P. and Carl Marks Strategic  Investments II, L.P. See note 9 to the table
     under the heading  "Ownership by Management."
</FN>
</TABLE>


<PAGE>



Information Concerning Operation Of The Board of Directors

     In order to  facilitate  the handling of various  functions of the Board of
Directors,  the  Board  has  appointed  several  committees  including  an Audit
Committee, a Compensation Committee and a Nominating Committee.

     The members of the Audit Committee are Edward O. Gaylord (Chairman), Robert
T. Brady, David L. Call, G. Brymer Humphreys, Andrew M. Boas and Arthur H. Baer.
The Audit Committee  recommends to the full Board of Directors the engagement of
independent  auditors,  reviews  with the  auditors the scope and results of the
audit,  reviews with management the scope and results of the Company's  internal
auditing procedures,  reviews the independence of the auditors and any non-audit
services provided by the auditors,  reviews with the auditors and management the
adequacy of the  Company's  system of  internal  accounting  controls  and makes
inquiries into other matters within the scope of its duties.

     The Nominating  Committee consists of Arthur S. Wolcott (Chairman),  Robert
T. Brady,  G. Brymer  Humphreys  and Andrew M. Boas.  The  Nominating  Committee
screens and selects  nominees  for  vacancies  in the Board of Directors as they
occur.  Consideration  will be given to serious  candidates for director who are
recommended by shareholders of the Company. (Shareholder recommendations must be
in writing and  addressed  to the  Chairman  of the  Nominating  Committee,  c/o
Corporate Secretary,  1162 Pittsford-Victor Road, Pittsford, New York 14534, and
should include a statement  setting forth the  qualifications  and experience of
the proposed candidates and basis for nomination.)

     The Compensation Committee consists of David L. Call (Chairman),  Edward O.
Gaylord,  Susan W.  Stuart  and  Andrew  M.  Boas.  The  Compensation  Committee
establishes  the  level of  compensation  on an annual  basis for all  executive
officers.

     During the fiscal year ended March 31,  2001,  the Board of  Directors  had
four meetings,  the Audit Committee had three meetings, the Nominating Committee
had one meeting and the  Compensation  Committee had one meeting.  All directors
who served  during the entire fiscal year attended at least 75% of the aggregate
of the total number of meetings of the Board of  Directors  and the total number
of meetings held by any committee of the Board on which he or she served.

Certain Relationships and Related Transactions

     Humphreys  Farms Inc.  is a member of  Agrilink  Foods,  a  processing  and
marketing  cooperative.  During  fiscal 2001,  Humphreys  Farms Inc.,  acting on
behalf of Agrilink  Foods,  delivered  to the  Company raw product  with a total
value (including crop,  harvesting and trucking payments) of $186,694. G. Brymer
Humphreys,  a director of the Company,  is President  and a 23%  shareholder  of
Humphreys Farms Inc.

     David L. Call is  Chairman,  and Edward O.  Gaylord is an  investor  in the
company AnAerobics, Inc. AnAerobics, Inc. is constructing a corn silage digester
at the Company's  Montgomery,  Minnesota plant. The total cost of the project is
approximately $750,000.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section  16(a) of the  Securities  Act of 1934  requires that the Company's
directors,  officers and shareholders owning more than 10% of a registered class
of equity  securities  of the Company file reports with the SEC within the first
ten days of the month  following  any purchase or sale of shares in the Company.
The Company is not aware that any from this group failed to make such filings in
a timely manner during the past year.


<PAGE>


EXECUTIVE OFFICERS

The following is a listing of the Company's executive officers:
<TABLE>
<CAPTION>

                                                                                               Served as
                                                                                                Officer
Officer                    Principal Occupation for Past Five Years (1)                 Age      Since
- -------                    ----------------------------------------                     ---    ---------
<S>                        <C>                                                          <C>    <C>

Arthur S. Wolcott          See table under "Election of Directors".                       75     1949

Kraig H. Kayser            See table under "Election of Directors".                       40     1991

Philip G. Paras            Chief Financial Officer since March 31, 2000;                  40     1996
                           Vice President-Finance from 1996 to 2000 and Treasurer of
                           the Company since 1997.

Jeffrey L. Van Riper       Secretary and Controller of the Company.                       44     1986

Sarah M. Mortensen         Assistant Secretary of the Company.                            56     1986

</TABLE>


(1) Unless otherwise indicated, each officer has had the same principal
occupation for at least the past five years.

EXECUTIVE COMPENSATION

     The following table sets forth the compensation  paid by the Company to the
Chief Executive Officer and to the most highly  compensated  executive  officers
whose  compensation  exceeded  $100,000  (the  "Named  Officers")  for  services
rendered in all capacities to the Company and its subsidiaries during the fiscal
years ended March 31, 2001, 2000 and 1999.

    Name of Individual and             Fiscal              Annual Compensation
      Principal Position                Year               -------------------
    ----------------------             ------             Salary          Bonus
                                                          ------          -----

      Arthur S. Wolcott               2001            $ 370,590       $     --
        Chairman and Director         2000              359,000             --
                                      1999              346,000             --

      Kraig H. Kayser                 2001            $ 312,824       $     --
        President, Chief Executive    2000              304,474             --
        Officer and Director          1999              292,000             --



Pension Benefits


     The executive  officers of the Company are entitled to  participate  in the
Pension  Plan  (referred  to in this  section as the  "Plan"),  which is for the
benefit of all employees  meeting certain  eligibility  requirements.  Effective
August 1,  1989,  the  Company  amended  the Plan to  provide  improved  pension
benefits under the Plan's Excess Formula. The Excess Formula for the calculation
of the annual  retirement  benefit is:  total years of credited  service (not to
exceed 35) multiplied by the sum of (i) 0.6% of the participant's average salary
(five  highest  consecutive  years,  excluding  bonus),  and  (ii)  0.6%  of the
participant's  average  salary in excess of his  compensation  covered by Social
Security.

     Participants  who were employed by the Company prior to August 1, 1988, are
eligible  to receive the greater of their  benefit  determined  under the Excess
Formula or their benefit determined under the Offset Formula. The Offset Formula
is: (i) total years of credited  service  multiplied by $120,  plus (ii) average
salary  multiplied  by 25%,  less 74% of the primary  Social  Security  benefit.
Pursuant to changes  required by the Tax Reform Act of 1986 the Company  amended
the Plan to cease further accruals under the Offset Formula as of July 31, 1989.
Participants  who were  eligible to receive a benefit  under the Offset  Formula
will receive the greater of their benefit determined under the Excess Formula or
their  benefit  determined  under the Offset  Formula as of July 31,  1989.  The
maximum permitted annual retirement income under either formula is $140,000.


<PAGE>



     The following table sets forth estimated annual retirement benefits payable
at age 65  for  participants  in  certain  compensation  and  years  of  service
classifications  using the highest number  obtainable under both formulas (based
on the maximum  Social  Security  benefit in effect for the calendar year ending
December 31, 2000)

<TABLE>
<CAPTION>

   Five Highest
   Consecutive                                                  ANNUAL BENEFITS
      Years                  -----------------------------------------------------------------------------
     Earnings                15 Year          20 Years         25 Years         30 Years          35 Years
     --------                -------          --------         --------         --------          --------
   <S>                      <C>               <C>              <C>              <C>              <C>

        $90,000             $ 13,100          $ 17,500         $ 21,800         $ 26,200          $ 30,500
        120,000               18,500            24,700           30,800           37,000            43,100
        150,000               25,700            31,900           39,800           47,800            55,700
        180,000 or            29,200            35,200           44,000           52,800            61,600
                higher
</TABLE>

     Under the Plan,  Arthur S.  Wolcott and Kraig H. Kayser have 52 years and 9
years of credited service,  respectively.  Their compensation during fiscal 2001
covered by the Plan was  $370,590 for Mr.  Wolcott and $312,824 for Mr.  Kayser.
The Internal  Revenue Code limits the amount of  compensation  that can be taken
into  account  in  calculating  retirement  benefits  (for  2001  the  limit  is
$170,000).


Directors' Fees

     During fiscal year 2001, directors were paid a fee of $1,000 per month. Any
director who is also an officer of the Company receives no director fee.


Stock Options

     No options were granted or exercised in the period from April 1, 2000, to
the date of this Proxy Statement, nor were any unexpired options held at the
latter date by any officer or director of the Company.


Profit Sharing Bonus Plan

     The Company has a Profit Sharing Bonus Plan for certain eligible  employees
of the Company  ("Corporate  Profit  Sharing"  for the  officers and certain key
Corporate  employees  and  "Operating  Unit  Profit  Sharing"  for  certain  key
Operating Unit employees).  Under Corporate  Profit Sharing,  some or all of the
Corporate Profit Sharing Pool (10% of the Corporate Bogey as defined below) will
be paid only if Pre-Tax  Profits  (as  defined)  equal or exceed  the  Corporate
Bogey.  The bonuses  will be  distributed  at the sole  discretion  of the Chief
Executive Officer upon approval of such bonuses by the Compensation Committee of
the Board of Directors.  Under the Operating Unit Profit Sharing,  the Operating
Unit Profit Sharing pool (10% of Pre-Tax Profit less the Operating Unit Bogey as
defined  below) will be paid only if the Pre-Tax  Profit of the  Operating  Unit
equals or exceeds the Operating  Unit Bogey.  The bonuses will be distributed at
the  discretion of the Operating Unit  President.  For fiscal 2000 the Corporate
Bogey  will be equal to the  greater  of (i) five  percent  of the prior  year's
Consolidated  Net Worth of the Company plus the Pillsbury  Subordinated  Note or
(ii) five percent plus the annual  increase in the Consumer  Price Index greater
than five percent, times the prior year's Consolidated Net Worth of the Company.
The  Operating  Unit Bogey will be an amount  equal to the average  gross assets
employed by the Vegetable, Chip, Fruit or Flight Operations for the preceding 12
months divided by the  consolidated  average gross assets of the Company for the
same period multiplied by the Corporate Bogey.

Bonuses earned in 2001, 2000, and 1999 under the Profit Sharing Bonus Plan were
$15,800, $18,700 and $30,125, respectively.


<PAGE>


Compensation Committee Interlocks and Insider Participation

     Mr. Kayser  (President and Chief  Executive  Officer) serves as Chairman of
the Audit Committee,  as well as a member of the Compensation  Committee of Moog
Inc. and as a director on its Board.  Mr. Brady,  who is the President and Chief
Executive Officer of Moog Inc., serves as a director on the Company's Board. Due
to Mr. Brady's and Mr. Kayser's cross compensation committee  relationship,  Mr.
Brady  would not be  considered  an  independent  director  serving on the Audit
Committee.  However,  Mr. Brady can still serve on the Audit  Committee since he
qualifies for the "one-member"  exception to this rule. The other members of the
Audit  Committee  qualify as  independent  directors.  Members of the  Company's
Compensation Committee are David L. Call (Chairman), Edward O. Gaylord, Susan W.
Stuart and Andrew M. Boas.

Compensation Committee Report On Executive Compensation

     The  Compensation  Committee is responsible for providing  overall guidance
with respect to the Company's executive  compensation  programs. The goal of the
Compensation  Committee  is to maintain a  competitive  compensation  program in
order to attract and retain well  qualified  management,  to provide  management
with  the  incentive  to  accomplish  the  Company's   financial  and  operating
objectives  and to link the  interest of the  Company's  executive  officers and
management  to the  interests  of  its  stockholders  through  bonuses  tied  to
financial  performance.  The Compensation  Committee is composed of four members
and meets  annually to review the  Company's  compensation  programs,  including
executive salary administration and the profit sharing plan.

     The Compensation Committee believes that the Company's executives should be
rewarded for their  contributions  to the Company's  attaining  annual financial
goals,  as set forth in the annual budget,  which is subject to revision  during
the year, and their attaining annual individual objectives. The Company pays its
executive  officers  two  principal  types  of  compensation:  base  salary  and
Corporate Profit Sharing plan, each of which is more fully described below.

     Base Salary - The Company has  historically  established the base salary of
its  executive  officers  on the  basis  of each  executive  officer's  scope of
responsibility, experience, individual performance and accountability within the
Company.  In that  regard  the  Company  reviews  comparable  salary  and  other
compensation arrangements in similar businesses and companies of similar size to
determine  appropriate  levels  necessary  to attract  and  retain  top  quality
management.

     Profit Sharing Plan - To further align the interests of executive  officers
with  those  of  the  Company's  shareholders,  a  significant  component  of an
executive  officer's  total  compensation  arrangement is  participation  in the
annual profit  sharing plan. An executive is rewarded with a cash bonus equal to
a percentage of the executive's base salary if the Pre-Tax Profit of the Company
for that year equals or exceeds the Corporate Bogey (see "--Profit Sharing Bonus
Plan").

     Performance   Review  -  The  general  policies  described  above  for  the
compensation of executive officers also apply to the compensation level approved
by the  Compensation  Committee  with respect to the 2001  compensation  for the
Chief Executive Officer.  Based on the criteria outlined above, the Compensation
Committee  awarded to Kraig H. Kayser a base  salary of $312,824  for the fiscal
year 2001. The Compensation Committee recognized Mr. Kayser's leadership role in
guiding the overall  performance  of the Company  towards its desired  strategic
direction as well as managing costs while growing the business.

Summary

     The  Compensation  Committee  is committed to  attracting,  motivating  and
retaining executives who will help the Company meet the increasing challenges of
the  food  processing  industry.   The  Compensation  Committee  recognizes  its
responsibility  to  the  Company's  shareholders  and  intends  to  continue  to
establish  and  implement   compensation   policies  that  are  consistent  with
competitive  practice  and  are  based  on the  Company's  and  the  executives'
performance.

     This report has been submitted by the Compensation Committee of the
Company's Board of Directors:

David L. Call     Edward O. Gaylord    Susan W. Stuart     Andrew M. Boas


<PAGE>


Audit Committee

     The Audit Committee's Report for 2001 follows.

                            Audit Committee's Report

     The Audit  committee  of the Board of  Directors,  comprised of six outside
directors, held three meetings during 2001.

     The  Audit  committee  met  with the  independent  public  accountants  and
management   to   assure   that  all  were   carrying   out   their   respective
responsibilities.  The Committee  reviewed the  performance  of the  independent
public accountants prior to recommending their appointment, and met with them to
discuss the scope and results of their audit  work,  including  the  adequacy of
internal  controls  and  the  quality  of  financial  reporting.  The  Committee
discussed with the independent public accountants their judgments  regarding the
quality and acceptability of the Company's accounting principles, the clarity of
its  disclosures  and  the  degree  of  aggressiveness  or  conservatism  of its
accounting principles and underlying estimates. The Committee discussed with and
received a letter  from the  independent  public  accountants  confirming  their
independence.  The  independent  public  accountants  had  full  access  to  the
Committee,  including regular meetings without management present. Additionally,
the  Committee  reviewed and  discussed the audited  financial  statements  with
management  and  recommended  to the Board of  Directors  that  these  financial
statements be included in the Company's Form 10-K filing with the Securities and
Exchange Commission.

                                 Audit Committee


                                Edward O. Gaylord
                                    Chairman

                     Arthur H. Baer       Andrew M. Boas

                     Robert T. Brady      David L. Call

                               G. Brymer Humphreys


     As part of its duties,  the Audit  Committee  also  considered  whether the
provision  of  services  other than audit  services  during  fiscal year 2001 by
Deloitte  &  Touche  LLP,  the  Company's  independent  public  accountants,  is
compatible with maintaining the accountants' independence.  See the Ratification
of Appointment of Independent Public Accountants on page 17.

     Fees for all  services  provided  by  Deloitte & Touche LLP for fiscal year
2001 are as follows:

     Audit Fees

     Amounts  billed  by  Deloitte  & Touche  LLP  related  to the  2001  annual
financial statement audit and reviews of quarterly financial statements filed it
he report on form 10-Q were approximately $108 thousand.

     Financial Information Systems Design and Implementation Fees

     No amounts  were  billed by  Deloitte  & Touche  LLP in 2001 for  financial
information systems design and implementation services.

     All Other Fees

     Amounts billed by Deloitte & Touche LLP for all other professional services
in 2001 were under $100 thousand.  Most of these fees relate to employee benefit
plan audits.


<PAGE>


Common Stock Performance Graph

     The following  graph shows the  cumulative,  five-year total return for the
Company's Common Stock compared with the NASDAQ Market Index (which includes the
Company) and a peer group of companies (described below).

     Performance  data assumes  that $100.00 was invested on March 31, 1996,  in
the Company's Class B Common Stock,  the NASDAQ Market,  and the peer group. The
data assumes the  reinvestment of all cash dividends and the cash value of other
distributions.  Stock price  performance  shown in the graph is not  necessarily
indicative of future stock price performance.

<TABLE>

               Comparison of Five Year Cumulative Total Return of
                            Seneca Foods Corporation
                       NASDAQ Market Group and Peer Group

<CAPTION>
                            Seneca    Peer
                    Year     Foods    Group       NASDAQ
                    ----    ------    -----       ------
                    <S>     <C>       <C>         <C>

                    1996    100.00    100.00      100.00
                    1997    109.38    101.47      110.92
                    1998    104.69    189.57      166.67
                    1999     67.19    151.86      223.48
                    2000     70.31    196.77      415.20
                    2001     81.25    179.62      151.90
</TABLE>


     The companies in the peer group presented in the graph above are H.J. Heinz
Company, J.M. Smucker Company,  Chiquita Brands  International,  Inc., Northland
Cranberries, Inc., Hain Food Group, Inc., and Dole Food Company, Inc.


<PAGE>



     The Company currently is primarily a vegetable processor. Management wishes
to include only vegetable processing companies in the peer group for the current
year's performance graph.  However, due to the fact that some of its competitors
are not  publicly  traded or have less than five years of  history  as  publicly
traded  companies,  there was not enough data available on vegetable  processing
companies to form a peer group. Therefore,  the former peer group companies were
retained.




 .

<PAGE>




PROPOSAL 2

                      RATIFICATION OF SELECTION OF AUDITORS

     The Board of Directors  through its Audit Committee has selected Deloitte &
Touche LLP,  independent public  accountants,  to act as auditors for the fiscal
year  ending  March 31, 2002  Deloitte & Touche LLP has served as the  Company's
independent auditors for many years.

     It is  anticipated  that  representatives  of Deloitte & Touche LLP will be
present at the annual  meeting with the  opportunity to make a statement if they
desire to do so and will be available to respond to appropriate questions.

     Management  recommends a vote FOR its proposal to ratify the appointment of
Deloitte & Touche LLP as independent auditors of the Company for the fiscal year
ending March 31, 2002. Unless marked  otherwise,  proxies will be voted FOR this
purpose.

                                    * * * * *


                        BROKER NON-VOTES AND ABSTENTIONS

     Broker  non-votes  will not be treated as votes cast or shares  entitled to
vote on  matters  as to  which  the  applicable  rules  of  national  securities
exchanges  withhold the  broker's  authority to vote in the absence of direction
from the beneficial owner.


                                VOTING OF PROXIES

     The shares  represented by all valid proxies  received will be voted in the
manner specified on the proxies. Where specific choices (including  abstentions)
are not indicated,  the shares represented by all valid proxies received will be
voted FOR the nominees for director  named  earlier in this Proxy  Statement and
FOR approval of Proposal 2 as described earlier in this Proxy Statement.

     Should any matter not  described  above be acted upon at the  meeting,  the
persons  named in the proxy will vote in  accordance  with their  judgment.  The
Board knows of no other matters, which may be presented to the meeting.


                              SHAREHOLDER PROPOSALS

     Shareholder  proposals  must be received at the Company's  offices no later
than February 22, 2002, in order to be considered for inclusion in the Company's
proxy materials for the 2002 Annual Meeting.


                                  MISCELLANEOUS

     To assure a quorum at the annual  meeting (the holders of a majority of the
stock entitled to vote thereat constitute a quorum),  shareholders are requested
to sign and return promptly the enclosed form of proxy in the envelope provided.
A shareholder who has delivered a proxy may attend the meeting and, if he or she
desires, vote in person at the meeting.

                                          By order of the Board of Directors,


                                          JEFFREY L. VAN RIPER
                                          Secretary

DATED:     Pittsford, New York
           June 26, 2001


<PAGE>


                            SENECA FOODS CORPORATION

                             AUDIT COMMITTEE CHARTER
                             -----------------------
                           Dated as of August 4, 2000


This charter shall be reviewed, updated and approved annually by the board of
directors.

Role and Independence
- ---------------------
The audit committee of the board of directors assists the board in fulfilling
its responsibility for oversight of the quality and integrity of the accounting,
auditing and reporting practices of the corporation and other such duties as
directed by the board. The membership of the committee shall consist of at least
three directors who are generally knowledgeable in financial and auditing
matters, including at least one member with accounting or related financial
management expertise. Each member shall be free of any relationship that, in the
opinion of the board, would interfere with his or her individual exercise of
independent judgment, and shall meet the director independence requirements for
serving on audit committees as set forth in the corporate governance standards
of the NASDAQ. The committee is expected to maintain free and open communication
(including private executive sessions at least annually) with the independent
accountants, the internal auditors and the management of the corporation. In
discharging this oversight role, the committee is empowered to investigate any
matter brought to its attention, with full power to retain outside counsel or
other experts for this purpose.

The board of directors shall appoint one member of the audit committee as
chairperson. He or she shall be responsible for leadership of the committee,
including preparing the agenda, presiding over the meetings, making committee
assignments and reporting to the board of directors. The chairperson will also
maintain regular liaison with the CEO, CFO, the lead independent audit partner
and the director of internal audit.

The audit committee believes that it will best carry out its responsibilities to
the directors and shareholders if its policies and procedures remain flexible so
that it may adjust and react to changing events and conditions.

Responsibilities
- ----------------
The audit committee's primary responsibilities include:

     o   Recommending to the board the independent accountant to be selected or
         retained to audit the financial statements of the corporation. In so
         doing, the committee will request from the auditor a written
         affirmation that the auditor is in fact independent, discuss with the
         auditor any relationships that may impact the auditor's independence,
         and recommend to the board any actions necessary to oversee the
         auditor's independence.

     o   Overseeing the independent auditor relationship by discussing with the
         auditor the nature and rigor of the audit process, the scope of the
         proposed audit for the current year, receiving and reviewing audit
         reports, providing the auditor full access to the committee (and the
         board) to report on any and all appropriate matters, and reviewing and
         discussing with the auditors and management the reports and
         recommendations by the auditors.


<PAGE>


Page 2
Audit Committee Charter


     o   Providing guidance and oversight to the internal audit activities of
         the corporation including reviewing the organization, plans and results
         of such activity.

     o   Reviewing the audited financial statements and discussing them with
         management and the independent auditor. These discussions shall include
         consideration of the quality of the company's accounting principles as
         applied in its financial reporting, including review of estimates,
         reserves and accruals, review of judgmental areas, review of audit
         adjustments whether or not recorded and such other inquiries as may be
         appropriate, and obtaining confirmation from the auditors that they
         have communicated to the audit committee all matters required to be
         communicated by applicable Statements on Auditing Standards. Based on
         the review, the committee shall make its recommendation to the board as
         to the inclusion of the company's audited financial statements in the
         company's annual report on Form 10-K.

     o   Reviewing with management and the independent auditor the quarterly
         financial information prior to the company's filing of Form 10-Q. This
         review may be performed by the committee or its chairperson.

     o   Discussing with management, the internal auditors and the external
         auditors the quality and adequacy of the company's internal controls.

     o   Discussing with management the status of pending litigation, taxation
         matters and other areas of oversight to the legal and compliance area
         as may be appropriate.

     o   Reporting audit committee activities to the full board and issuing
         annually a report to be included in the proxy statement (including
         appropriate oversight conclusions) for submission to the shareholders.
<PAGE>

                            SENECA FOODS CORPORATION

                            1162 Pittsford-Victor Rd.
                            Pittsford, New York 14534

                                      PROXY

         FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 3, 2001

          The  undersigned   shareholder  of  SENECA  FOODS   CORPORATION   (the
"Company")  hereby  appoints  and  constitutes  ARTHUR S.  WOLCOTT  and KRAIG H.
KAYSER,  and either of them, the proxy or proxies of the undersigned,  with full
power of substitution and revocation,  for and in the name of the undersigned to
attend the annual meeting of shareholders of the  Company  to  be  held at  3736
South Main Street,  Marion, New York,  on Friday,  August 3, 2001 at  1:00  pm.,
Eastern  Daylight  Savings  Time,  and  any  and  all  adjournments thereof (the
"Meeting"), and to  vote  all  shares  of  stock  of  the  Company registered in
the name of the undersigned and entitled to vote at the Meeting upon the matters
set forth below:

                 MANAGEMENT RECOMMENDS A VOTE FOR ITEMS 1 AND FOR ITEM 2.

1.   Election of Directors: Election of the three nominees listed below to serve
     until the annual meeting of  shareholders in 2003 or until their successors
     are duly elected and shall qualify:

[ ]  FOR  all  nominees  listed  below  (except  as  marked  to  the
     contrary below);
[ ]  WITHHOLD   AUTHORITY   to   vote   for   all
     nominees listed below.

     INSTRUCTION:  To withhold  authority  to vote for any  individual  nominee,
strike a line through his or her name in the list below:

             Andrew M. Boas, Douglas F. Brush, Susan W. Stuart

2.   Appointment  of Auditors:  Ratification  of the  appointment  of Deloitte &
     Touche LLP as  independent  auditors  for the fiscal year ending  March 31,
     2002:

                    [ ] FOR [ ] AGAINST [ ] ABSTAIN

3.   In their  discretion,  the Proxies are  authorized  to vote upon such other
     business  as may  properly  come  before  the  Meeting  or any  adjournment
     thereof.

     The  shares  represented  by this Proxy  will be voted as  directed  by the
shareholder.  IF NO CHOICES ARE SPECIFIED,  THIS PROXY WILL BE VOTED FOR  ITEM 1
AND FOR ITEM 2.

          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.


                        Signature:______________________________


                                  ______________________________
                                  Joint owners should each sign.
                                  Executors, administrators, trustees,
                                  guardians and corporate officers should
                                  give their titles.

                        Dated:    _______________________________

                       (PLEASE SIGN AND RETURN PROMPTLY)


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