<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>a10k02.txt
<DESCRIPTION>2002 10-K
<TEXT>
                       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, 2002          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 Identification No.)
incorporation or organization)

3736 South Main Street, Marion, New York                 14505
----------------------------------------                 -----
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code   (315) 926-8100

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, 2002 was approximately $78,483,000.

Common shares outstanding as of June 1, 2002 were Class A:  3,823,115, Class B:
2,764,005.

Documents Incorporated by Reference:

(1)  Proxy Statement to be issued prior to June 30, 2002 in 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, 2002 (the "2002 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 2002
                            SENECA FOODS CORPORATION

<CAPTION>

PART I.                                                                                                       Pages
                                                                                                              -----
    <S>           <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 Security Holders                                             4

PART II.

    Item 5.       Market for 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                                      5
    Item 8.       Financial Statements and Supplementary Data                                                     5
    Item 9.       Changes in and Disagreements with Accountants 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>






                                     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
initiated a 20-year 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 operations.
The food operation constitutes 98% of total sales, of which approximately 97% is
vegetable  processing and 3% is fruit processing.  The non-food  operation is an
air charter service, which represents 2% of the Company's total sales.


                        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.  Food processing
operations are primarily  supported by plant  locations in New York,  Wisconsin,
Washington, Idaho, and Minnesota.

The following table summarizes net sales by major product category for the years
ended March 31, 2002, 2001, and 2000:
<TABLE>
<CAPTION>

Classes of similar products/services:                      2002                2001                2000
-------------------------------------------------------------------------------------------------------
                                                                        (In thousands)
<S><C>                                                <C>                 <C>                 <C>

Net Sales:
   Green Giant vegetables                             $ 258,412           $ 290,346           $ 263,279
   Canned vegetables                                    333,048             326,224             291,436
   Frozen vegetables                                     25,165              22,052              27,889
   Fruit and chip products                               19,982              20,092              21,075
   Flight operations                                      5,588               5,905               5,105
   Other                                                  8,880               9,681              12,294
-------------------------------------------------------------------------------------------------------
                                                      $ 651,075           $ 674,300           $ 621,078
=======================================================================================================
</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 and fruit
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. The 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 14% of the processed foods were packed for institutional  food
distributors  and 36% of  processed  foods were retail  packed under the private
label of customers.  The remaining 41% 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  substantially  reduce the Company's
sales and profitability  unless the Company were to enter into a new substantial
supply  relationship  with Pillsbury or another major  vegetable  marketer.  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 Results of
Operations in  Management's  Discussion and Analysis of Financial  Condition and
Results of Operations in the 2002 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 $137,000 in the aggregate.

                            Environmental Litigation

The Company is a defendant  in a suit  entitled  State of Wisconsin  vs.  Seneca
Foods  Corporation,  et.  al.,  commenced  July 30,  2001,  in the  Rock  County
(Wisconsin)  Circuit  Court.  In the suit,  the Wisconsin  Department of Justice
seeks civil  penalties  against the Company.  The State alleges that the Company
stored  and/or  disposed  of two  different  types of  materials  at a Wisconsin
facility in  violation  of  applicable  laws.  The Company has  cooperated  with
Wisconsin   authorities  to  remove  the  materials  and  complete   remediation
activities but is contesting the State's efforts to recover a monetary  penalty.
The  first  subject  matter  of  the  suit  involved   events,   which  occurred
approximately 19 years ago, and there was no addition of materials in subsequent
years.  The second  subject  matter of the suit involved two events between 1995
and 1999.  All  material at issue in the action has been  removed  and  properly
disposed of. If civil  penalties  are imposed,  by judgment or  settlement,  the
Company would incur a liability,  although the ultimate  amount of the liability
that might be incurred is  uncertain.  The  Company's  reported net earnings for
fiscal 2002 reflects an estimated charge with respect to this matter,  which may
be  less or  more  than  the  ultimate  charge,  in  which  case an  appropriate
adjustment will be made in subsequent  financial  periods.  The Company does not
anticipate  that  future  compliance  will  require  significant  changes in its
production and packing operations.



                                   Employment

                  Food processing  -  Full time            1,995
                                    - Seasonal               306
                                                       ---------
                                                           2,301
                                      Other                   82
                                                       ---------

                                                           2,383
                                                        ========

The Company has four  collective  bargaining  agreements with three 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 2003. The remaining  agreement expires
in calendar 2004.


                               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  1,588,000  square feet of
food packaging, freezing and freezer storage, and warehouse storage space. These
facilities process and package 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,  two  facilities  in  Washington,  one facility in
Idaho, and six facilities in Wisconsin  provide  approximately  5,708,000 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.

<PAGE>



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.

                                     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.  See
Environmental Litigation for further legal discussion.


                                     Item 4

               Submission of Matters to a Vote of 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 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
2002 Annual Report,  "Shareholder  Information and Quarterly Results",  which is
incorporated by reference.


                                     Item 6

                             Selected Financial Data

Refer  to the  information  in the  2002  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 2002 Annual Report, "Management's Discussion and
Analysis  of  Financial   Condition  and  Results  of   Operations",   which  is
incorporated by reference.



<PAGE>



                                     Item 7A

           Quantitative and Qualitative Disclosures about Market Risk

Refer  to  the  information  in  the  2002  Annual  Report,   "Quantitative  and
Qualitative Disclosures about Market Risk", which is incorporated by reference.

                                     Item 8

                   Financial Statements and Supplementary Data

Refer to the  information  in the 2002 Annual  Report,  "Consolidated  Financial
Statements and Notes thereto including Independent  Auditors' Report",  which is
incorporated by reference.

                                     Item 9

Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure

Not applicable.


<PAGE>


INDEPENDENT AUDITORS' REPORT


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

We  have  audited  the  consolidated   financial   statements  of  Seneca  Foods
Corporation and  subsidiaries as of March 31, 2002 and 2001, and for each of the
three  years in the period  ended  March 31,  2002,  and have  issued our report
thereon dated May 24, 2002; such  consolidated  financial  statements and report
are included in your 2002 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.

/s/DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP

Rochester, New York
May 24, 2002



<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, 2002, are incorporated by reference in Item 8:

           Consolidated Statements of Net Earnings - Years ended March 31, 2002,
           2001 and 2000

           Consolidated Balance Sheets - March 31, 2002 and 2001

           Consolidated Statements of Cash Flows - Years ended March 31, 2002,
           2001 and 2000

           Consolidated Statements of Stockholders' Equity - Years ended March
           31, 2002, 2001 and 2000

           Notes to Consolidated Financial Statements - Years ended March 31,
           2002, 2001 and 2000

           Independent Auditors' Report


<PAGE>


<TABLE>
<CAPTION>

                                                                                                              Pages
                                                                                                              -----
2.     Supplemental Schedule:
       ---------------------
<S>      <C>                                                                                                  <C>

         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  amended by the Company's Form 8-K dated June
                    11, 2002.  Filed herewith is an Indemnification Agreement dated January 31, 2002.

         No. 13 -   The material  contained in the 2002 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

B.    Reports on Form 8-K

      None.
</TABLE>

<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, 2002:
      Allowance for doubtful accounts         $       632   $       190   $   ---       $   217 (a)   $       605
                                              ===================================================================

Year-ended March 31, 2001:
      Allowance for doubtful accounts         $       469   $       188   $   --        $    25 (a)   $       632
                                              ===================================================================

Year-ended March 31, 2000:
      Allowance for doubtful accounts         $       487   $        (5)  $   --        $    13 (a)   $       469
                                              ===================================================================

<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 6, 2002
                                          -------------------------------------
                                          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 6, 2002
--------------------
Arthur S. Wolcott



/s/Kraig H. Kayser        President, Chief Executive Officer,  June 6, 2002
------------------
Kraig H. Kayser             and Director



/s/Philip G. Paras        Chief Financial Officer              June 6, 2002
------------------
Philip G. Paras



/s/Jeffrey L. Van Riper   Controller and Secretary             June 6, 2002
-----------------------
Jeffrey L. Van Riper       (Principal Accounting Officer)



/s/Arthur H. Baer         Director                             June 6, 2002
-----------------
Arthur H. Baer



/s/Andrew M. Boas         Director                             June 6, 2002
-----------------
Andrew M. Boas



/s/Robert T. Brady        Director                             June 6, 2002
------------------
Robert T. Brady


<PAGE>


Continued


Signature                 Title                                   Date


/s/Douglas F. Brush       Director                             June 6, 2002
-------------------
Douglas F. Brush



/s/Edward O. Gaylord      Director                             June 17, 2002
--------------------
Edward O. Gaylord



/s/G. Brymer Humphreys    Director                             June 6, 2002
----------------------
G. Brymer Humphreys



/s/Susan W. Stuart        Director                             June 6, 2002
------------------
Susan W. Stuart


</TEXT>
</DOCUMENT>
