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<SEC-DOCUMENT>0000088948-02-000012.txt : 20020625
<SEC-HEADER>0000088948-02-000012.hdr.sgml : 20020625
<ACCEPTANCE-DATETIME>20020625103118
ACCESSION NUMBER:		0000088948-02-000012
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20020331
FILED AS OF DATE:		20020625

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:		10-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-01989
		FILM NUMBER:		02686015

	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:	SENECA FOODS CORP
		DATE OF NAME CHANGE:	19780425

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

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SENECA GRAPE JUICE CORP
		DATE OF NAME CHANGE:	19710419
</SEC-HEADER>
<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>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex10-10k02.txt
<DESCRIPTION>INDEMNIFICATION AGREEMENT
<TEXT>
                            INDEMNIFICATION AGREEMENT


     THIS  INDEMNIFICATION  AGREEMENT  is made  as of  January  31,  2002 by and
between Seneca Foods  Corporation,  a New York corporation (the  "Corporation"),
and Name ("Indemnitee").


                                  INTRODUCTION

     The Corporation wishes Indemnitee to serve as a Director of the Corporation
and Indemnitee is willing to serve in such position with the indemnification and
other rights provided hereby.

     In recent years,  litigation  seeking to impose  liability on directors and
officers of publicly-held corporations has become more frequent. Such litigation
is  extremely  expensive  to defend.  In many cases,  defense  costs  exceed the
financial means of individual defendants.  Further, the possibility of liability
for  extremely  large sums is a  deterrent  to persons  accepting  positions  of
responsibility with a public corporation and making business decisions which are
in the best interest of the Corporation and its stockholders.

     Indemnitee is deeply  concerned  regarding this  situation,  as well as the
adequacy of the indemnification available under the Corporation's Certificate of
Incorporation, as amended, and Bylaws, as amended.

     NOW, THEREFORE, to induce Indemnitee to serve the Corporation and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


                                   ARTICLE ONE
                         INTERPRETIVE RULES; DEFINITIONS


         Section 1.1.      General Interpretive Rules.

     For purposes of this Agreement,  except as otherwise  expressly provided or
unless the context  otherwise  requires,  (i) terms defined in this Article have
the meanings  assigned to them in this Article and include the plural as well as
the  singular,  and the use of the  masculine  gender  herein shall be deemed to
include the  feminine  gender;  (ii)  references  herein to  "Sections"  without
reference  to a document are to  designated  Sections of this  Agreement;  (iii)
"including"  means "including but not limited to"; and (iv) "herein,"  "hereof,"
"hereunder" and other words of similar import refer to this Agreement as a whole
and not to any particular provision.


<PAGE>



                                        9

         Section 1.2.      Definitions.

         In this Agreement:

     Agreement means this  Indemnification  Agreement as executed by the parties
hereto as of the date first written above or, if amended, as amended.

     Board means the Board of Directors of the Corporation.

     Derivative  Proceeding means a Proceeding brought by or in the right of the
Corporation.

     Entity means a corporation,  business,  partnership,  joint venture, trust,
employee benefit plan or other enterprise.

     Fine means any fine,  penalty or, with respect to an employee benefit plan,
any excise tax or penalty assessed with respect thereto.

     Litigation Costs means costs,  charges and reasonable  expenses,  including
attorneys' fees, actually and necessarily incurred in the investigation, defense
or  prosecution  of or  other  involvement  in any  Proceeding  and  any  appeal
therefrom, and the costs of appeal, attachment and similar bonds.

     Losses means the total amount which Indemnitee becomes legally obligated to
pay in connection with any Proceeding,  including judgments, Fines, amounts paid
in settlement and Litigation Costs.

     Proceeding  means  any  threatened,  pending  or  completed  action,  suit,
proceeding  or  investigation,   whether  civil,  criminal,   administrative  or
investigative  (whether  external or internal to the  Corporation),  and whether
formal or informal.


                                   ARTICLE TWO
                                 INDEMNIFICATION


     Section 2.1. Proceedings by Third Parties.

     The  Corporation  shall  indemnify  Indemnitee  if  Indemnitee,  his or her
testator or intestate,  was or is a party,  or is threatened to be made a party,
to any Proceeding (other than a Derivative  Proceeding) or is otherwise involved
in a  proceeding  by reason of the fact that he or she is or was a  director  or
officer of the Corporation,  or is or was serving another Entity in any capacity
at the  request  of the  Corporation,  against  Losses in  connection  with such
Proceeding if he or she acted in good faith, without fraudulent intent and for a
purpose which he or she reasonably  believed to be in or not opposed to the best
interests  of the  Corporation  and,  with  respect  to any  criminal  action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.



<PAGE>


     Section 2.2. Derivative Proceedings.

     (a) Except as provided in Section 2.2(b),  the Corporation  shall indemnify
Indemnitee if he or she was or is a party,  or is threatened to be made a party,
to or is otherwise  involved in any Derivative  Proceeding to procure a judgment
in its  favor by  reason of the fact that  Indemnitee,  his or her  testator  or
intestate,  is or was a director  or officer  of the  Corporation,  or is or was
serving at the  request of the  Corporation  as a director or officer of another
Entity,  against  amounts paid in settlement and Litigation  Costs in connection
with the defense or  settlement  of such  Proceeding  if he or she acted in good
faith,  without  fraudulent  intent and for a purpose which he or she reasonably
believed to be in or not opposed to the best interests of the Corporation.

     (b) No indemnification under Section 2.2(a) shall be made in respect of:

     (i) a threatened  action or a pending  action which is settled or otherwise
disposed of; or

     (ii) any  claim,  issue or matter as to which  Indemnitee  shall  have been
adjudged to be liable to the Corporation,

     unless and only to the extent that a court of competent jurisdiction or the
court in which such  Proceeding  was brought shall  determine  upon  application
that, in view of all relevant circumstances, Indemnitee is fairly and reasonably
entitled  to  indemnification  for such  portion  of the  settlement  amount and
Litigation  Costs which a court of  competent  jurisdiction  or other such court
shall deem proper.

     Section 2.3. No Presumptions Based on Manner Proceeding is Terminated.

     The termination of any Proceeding by judgment,  settlement,  conviction, or
upon a plea of nolo contendere or its  equivalent,  shall not in itself create a
presumption  (i) that Indemnitee did not act in good faith,  without  fraudulent
intent and for a purpose  which he or she  reasonably  believed  to be in or not
opposed to the best  interests  of the  Corporation  or (ii) with respect to any
criminal action or proceeding,  that Indemnitee had reasonable  cause to believe
that his or her conduct was unlawful.

     Section 2.4. Indemnification Against Expenses of Successful Party.

     Notwithstanding  any other provision  hereof, to the extent that Indemnitee
has been successful,  on the merits or otherwise,  including the dismissal of an
action without  prejudice,  in defense of any  Proceeding,  or in defense of any
claim,  issue or  matter  therein,  the  Corporation  promptly  shall pay for or
reimburse Indemnitee's Litigation Costs incurred in connection therewith.



<PAGE>


     Section 2.5. Advances of Litigation Costs.

     At the  request of  Indemnitee,  Litigation  Costs  incurred  by him in any
Proceeding shall be paid by the Corporation in advance of the final  disposition
of such matter with the undertaking of Indemnitee,  which hereby is given,  that
if it shall be  ultimately  determined  that  Indemnitee  was not entitled to be
indemnified, or was not entitled to be fully indemnified, Indemnitee shall repay
to the Corporation the amount, or appropriate portion thereof, so advanced. Such
payment by the  Corporation  shall be made  promptly (but in any event within 30
days) after its receipt of Indemnitee's request therefor.

     Section 2.6.  Determination  of Right to  Indemnification;  Procedure  Upon
Application.

     (a) Where  Indemnitee has been successful on the merits or otherwise in any
Proceeding or Derivative Proceeding,  Indemnification under Sections 2.1 and 2.2
shall be made promptly,  and in any event within 90 days of Indemnitee's written
request therefor.

     (b) The  Corporation  may choose to  indemnify a director or officer who is
not entitled to such mandatory  indemnification  if a determination  is made, in
the  manner  provided  below,  that  Indemnitee  acted  in good  faith,  without
fraudulent  intent  and for a purpose  that he or she  believed  to be in or not
opposed  to the best  interests  of the  Corporation  or,  with  respect  to any
criminal proceeding, that Indemnitee had no reasonable cause to believe that his
or her conduct was unlawful.  The  determination  to be made by the  Corporation
under  this  Section  2.6(b)  shall be based on the facts  known at the time and
shall be made:

     (i) by the Board,  acting by a quorum  consisting only of directors who are
not parties to the Proceeding ("disinterested directors"); or

     (ii) if a quorum  consisting of disinterested  directors is not obtainable,
or even if obtainable, a quorum of disinterested directors so directs:

     (A) by the Board upon the written opinion of independent counsel; or

     (B) by the shareholders of the Corporation.

     (c) The right to indemnification  under Section 2.6(a) shall be enforceable
by Indemnitee in any court of competent  jurisdiction.  Indemnitee's  Litigation
Costs incurred in connection with successfully  establishing his or her right to
indemnification,  in whole or in part,  in any  such  proceeding  also  shall be
indemnified by the Corporation.

     Section 2.7. Exclusions.

     (a) The  Corporation  shall  not be liable  to make any  payment  hereunder
(whether in the nature of indemnification or contribution) to the extent payment
is  actually  made to  Indemnitee  under a valid,  enforceable  and  collectible
insurance policy (the "Insurance Policy").  If Indemnitee is required to pay any
amount that the Corporation is obligated to pay hereunder

<PAGE>


     except for the exclusion in this  subsection,  before payment is reasonably
expected to be made under the Insurance  Policy,  the Corporation shall promptly
advance the amount  Indemnitee is required to pay for which the  Corporation  is
liable  hereunder.  Any  advance  by the  Corporation  shall  be made  with  the
undertaking  of  Indemnitee,  which  hereby  is  given,  that  he or  she  shall
immediately  pay  over to the  Corporation,  from  the  funds  Indemnitee  later
receives  under the  Insurance  Policy,  an amount equal to the amount which the
Corporation advanced pursuant to this subsection.

     (b) The  Corporation  shall not be liable  hereunder  for  amounts  paid in
settlement of a Proceeding  effected without its written consent,  which consent
may not be unreasonably  withheld.  Without intending to limit the circumstances
in which it would be unreasonable for the Corporation to withhold its consent to
a  settlement,  the  parties  agree  that  it  would  be  unreasonable  for  the
Corporation  to withhold its consent (i) to a  settlement  in an amount that did
not exceed,  in the judgment of the Board,  the  estimated  amount of Litigation
Costs of  Indemnitee  to litigate  the  Proceeding  to  conclusion  or (ii) with
respect to a Proceeding  other than a Derivative  Proceeding,  to any settlement
proposed by Indemnitee unless a determination is made by the Corporation, in the
manner  provided in Section 2.6(b),  that  Indemnitee  acted in bad faith and/or
with fraudulent  intent for a purpose that he or she did not believe to be in or
not opposed to the best  interests  of the  Corporation  or, with respect to any
criminal proceeding, that Indemnitee believed or had reasonable cause to believe
that his or her conduct was unlawful.  Clause (i) of this Section  2.7(b) is not
intended to eliminate the  requirement  that  Indemnitee  satisfy the applicable
standards of conduct in Sections 2.1 and 2.2  (determined as provided in Section
2.6).

     (c) The Corporation  shall not be liable  hereunder for any Fine imposed by
law which  the  Corporation  is  prohibited  by  applicable  law from  paying as
indemnity or otherwise.



<PAGE>


     Section 2.8. Contribution.

     In order to provide for just and equitable contribution in circumstances in
which the  indemnification  provided  for herein is held by a court of competent
jurisdiction to be unavailable to Indemnitee in whole or part, the parties agree
that,  in such  event,  the  Corporation  shall  contribute  to the  payment  of
Indemnitee's   Losses  in  an  amount  that  is  just  and   equitable   in  the
circumstances,  taking into account, among other things,  contributions by other
directors,  and of the  Corporation  pursuant to  Indemnification  Agreements or
otherwise. The Corporation and Indemnitee agree that, in the absence of personal
enrichment of Indemnitee,  or acts of bad faith, intentional fraud or dishonesty
or  criminal  conduct  on the  part of  Indemnitee,  it  would  not be just  and
equitable for Indemnitee to contribute to the payment of Losses arising out of a
Proceeding  in an amount  greater  than:  (i) in a case  where  Indemnitee  is a
director of the  Corporation  or any of its  subsidiaries  but not an officer of
either,  the amount of fees paid to Indemnitee for serving as a director  during
the 12 months preceding the  commencement of such Proceeding;  or (ii) in a case
where Indemnitee is a director of the Corporation or any of its subsidiaries and
is an  officer  of  either,  the  amount  set forth in clause (i) plus 5% of the
aggregate cash  compensation  paid to Indemnitee for serving as such  officer(s)
during the 12 months preceding the commencement of such Proceeding;  or (iii) in
a case where  Indemnitee  is only an officer  of the  Corporation  or any of its
subsidiaries,  5% of the aggregate  cash  compensation  paid to  Indemnitee  for
serving as such officer(s)  during the 12 months  preceding the  commencement of
such  Proceeding.  The  Corporation  shall  contribute  to the payment of Losses
covered  hereby  to  the  extent  not  payable  by  Indemnitee  pursuant  to the
contribution provisions set forth in the preceding sentence.

     Section 2.9. Notice to Corporation; Cooperation.

     (a) Indemnitee shall give the Corporation  notice,  as soon as practicable,
of any claim  made  against  him for which  indemnification  will be or could be
sought hereunder.

     (b) Indemnitee  shall give the Corporation such cooperation and information
as it may  reasonably  require  in  connection  with  any  claim  by  Indemnitee
hereunder.

     Section 2.10. Other Rights and Remedies.

     The rights provided hereby shall not be deemed exclusive of any other right
to which Indemnitee may be entitled under any statute,  applicable  provision of
the  Corporation's  Certificate of Incorporation or Bylaws,  agreement,  vote of
stockholders or of disinterested  directors, or otherwise,  both as to action in
his or her official  capacity and as to action in another capacity while holding
such office, and shall continue after Indemnitee ceases to serve the Corporation
in the position identified in the Introduction hereof.

     Section 2.11. Serving at the Corporation's Request.

     References  in Article Two to  "serving at the request of the  Corporation"
include service with respect to any employee benefit plan, its participants,  or
beneficiaries.  Any  action  taken or  omitted  by a person  with  respect to an
employee  benefit plan in the  performance of such person's duties for a purpose
reasonably believed by such person to be in the interest of the participants and
beneficiaries  of the plan  shall be deemed  to be for a  purpose  which is "not
opposed to the best interests of the Corporation" as referred to in Article Two.

     Section 2.12. Proceedings Initiated by Indemnitee.

     The Corporation shall indemnify  Indemnitee if he or she was or is a party,
or had taken steps to become a party, to any Proceeding  initiated by Indemnitee
by reason of or arising  out of the fact that he or she is or was a director  or
officer  of  the  Corporation,  or is or  was  serving  at  the  request  of the
Corporation as a director or officer of another Entity, against Litigation Costs
in connection  with the  Proceeding to the fullest  extent  permitted by the New
York  Business  Corporation  Law, as the same exists or may hereafter be amended
(but, in the case of any such amendment,  only to the extent that such amendment
permits the Corporation to provide broader  indemnification rights than such law
permitted  the  Corporation  to  provide  prior to such  amendment)  only if the
Proceeding  (or part  thereof) had been  authorized  by the  Corporation  in the
manner provided in Section 2.6(b). Section 2.13. Release by Indemnitee.



<PAGE>


     The parties  recognize  that,  pursuant to this  Agreement,  Indemnitee may
receive the benefits of indemnification  payments (paid to Indemnitee or paid to
others for the  benefit of  Indemnitee).  The  Corporation  is  entitled  to the
cooperation and assistance of the Indemnitee in obtaining or directing  payments
by an insurer or insurers  (collectively,  "Insurer")  issuing a directors'  and
officers' liability insurance policy (i) from which the Company is seeking total
or partial recovery for indemnification  payments which the Corporation has made
to or on behalf of the Indemnitee or (ii) from which the Indemnitee or others on
behalf  of  the  Indemnitee  are  receiving  indemnification  payments.  Without
limiting  the  generality  of the  preceding  sentence,  the ways in  which  the
Indemnitee shall assist the Corporation shall include the following:

     After all Losses of the Indemnitee  indemnifiable under this Agreement with
respect to any  particular  Proceeding  against the  Indemnitee  shall have been
paid,  the  Indemnitee,  at the request of the  Corporation,  shall  execute and
deliver to the Corporation a written confirmation of that fact.

     Concurrently with the effectiveness of this Section 2.13,  Indemnitee shall
execute,  acknowledge  before a notary public,  and deliver to the Corporation a
Power of  Attorney  in the form  attached  hereto as Exhibit  2.13  specifically
authorizing  each  of  certain   designated   officers  of  the  Corporation  as
attorneys-in-fact   for   Indemnitee   to  execute,   acknowledge   and  deliver
Indemnitee's  written  release to the Insurer with respect to the Losses arising
from a particular  Proceeding for which  Indemnitee has been fully  indemnified;
and, if requested by the  Corporation,  Indemnitee  shall  execute,  acknowledge
before a notary public, and deliver to the Insurer  Indemnitee's written release
with  respect to the  Losses  arising  from a  particular  Proceeding  for which
Indemnitee has been fully indemnified.

     If Indemnitee were to revoke the Power of Attorney or refuse to provide the
Corporation  with the written  confirmation  to which it is  entitled  under the
provisions  of  this  Section  2.13,  the  Corporation  shall  have  no  further
indemnification obligations hereunder with respect to any then-pending or future
Proceeding;  but nothing contained herein shall nullify any right conferred upon
Indemnitee  by  Section  723(a) of the New York  Business  Corporation  Law,  as
amended,  or any  successor  provision in the New York  statutes.  In any event,
Indemnitee   hereby  releases  the  Corporation  from  liability  to  Indemnitee
hereunder with respect to any specific claim for which Indemnitee has been fully
indemnified  hereunder,   regardless  whether  Indemnitee  executes  a  separate
release.






<PAGE>



                                  ARTICLE THREE
                                  MISCELLANEOUS


     Section 3.1. Binding Effect.

     This  Agreement  shall be binding  upon all  successors  and assigns of the
Corporation  (including any transferee of all or substantially all of its assets
and any  successor by merger or operation of law) and shall inure to the benefit
of the heirs, personal representatives and estate of Indemnitee.

     Section 3.2. Savings Clause.

     If  all  or  any  portion  of  any  section   hereof  is  held  invalid  or
unenforceable  on any  ground  by  any  court  of  competent  jurisdiction,  the
Corporation nevertheless shall indemnify Indemnitee for his or her Losses to the
full extent  permitted by any  applicable  portion hereof that has not been held
invalid or unenforceable or by any other applicable law.

     Section 3.3. Governing Law.

     The  validity,   construction,   enforcement  and  interpretation  of  this
Agreement  shall be governed by the internal law (and not the law of  conflicts)
of the State of New York.

     Section 3.4. Effect of Headings.

     The   Introduction   and  Article  and  Section  headings  herein  are  for
convenience only and shall not affect the construction hereof.

     Section 3.5. Notices.

     (a) Any  notice,  request  or other  communication  hereunder  to or on the
Corporation  or Indemnitee  shall be in writing and delivered or sent by postage
prepaid  first-class mail, as follows:  (i) if to the Corporation,  addressed to
Seneca  Foods  Corporation,  3736 South Main  Street,  Marion,  New York  14505,
"Attention:  President;"  and  (ii) if to  Indemnitee,  addressed  to him at the
address shown on the signature page hereof.

     (b) Either address  referred to in the preceding  subsection may be changed
from time to time and shall be the most recent such address furnished in writing
by the  party  whose  address  has  changed  to the  other  party in the  manner
specified in the preceding subsection.



<PAGE>


     Section 3.6. Counterparts.

     This  Agreement  may  be  executed  in any  number  of  counterparts.  Each
counterpart  of an  agreement so executed  shall be deemed an original,  but all
such counterparts shall together constitute but one and the same instrument.  In
making proof of this Agreement,  it shall not be necessary to produce or account
for more than one counterpart.

     Section 3.7. Complete Agreement.

     This  Agreement  represents  the full  and  complete  understanding  of the
parties with respect to the subject matter hereof and supersedes in its entirety
any prior agreement,  oral or otherwise,  regarding the  indemnification  of the
Indemnitee.

     IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be duly
executed as of the date first written above.

                            SENECA FOODS CORPORATION



                                   By:      /s/Kraig H. Kayser
                                            ------------------------------
                                   Its:     Kraig H. Kayser, President and
                                              Chief Executive Officer




                                            ------------------------------------
                                   By:      (Name) See note below.

                                            Address:


Note: All outside directors have signed this agreement which are Arthur H. Baer,
Andrew M. Boas, Robert T. Brady, Douglas F. Brush, Edward O. Gaylord, G. Brymer
Humphreys and Susan W. Stuart.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>3
<FILENAME>ex13-10k02.txt
<DESCRIPTION>2002 ANNUAL REPORT
<TEXT>
<TABLE>
Five Year Selected Financial Data

Summary of Operations and Financial Condition
(In thousands of dollars, except per share data)
<CAPTION>
 Years ended March 31,                                 2002          2001          2000           1999          1998
 -------------------------------------------------------------------------------------------------------------------
<S>                                                <C>          <C>           <C>            <C>         <C>
 Net sales                                         $651,075     $ 674,300     $ 621,078      $ 588,049   $   572,039
 -------------------------------------------------------------------------------------------------------------------

 Operating earnings (before Corporate
    interest and administrative expense)           $ 23,188     $  23,879     $  27,335      $  27,138   $    22,732
 Earnings (loss) from continuing
    operations before extraordinary item and
    cumulative effect of accounting change            1,140           813         4,320          1,420        (3,181)
 Loss from discontinued operations                        -             -             -         (6,791)       (1,963)
 Gain on sale of discontinued operations                  -             -             -         11,756             -
 Earnings (loss) before extraordinary item and
    cumulative effect of accounting change            1,140           813         4,320          6,385        (5,144)
 Extraordinary loss                                       -             -             -         (1,222)            -
 Net earnings (loss)                                  1,140           813         4,320          5,163        (5,144)
 ------------------------------------------------------------------------------------------------------------------

 Basic earnings (loss) from continuing
    operations per common share                   $     .17     $     .12     $     .66      $     .23     $    (.54)
 Basic earnings (loss) per common share before
    extraordinary item and cumulative
    effect of accounting change                         .17           .12           .66           1.05          (.87)
 Basic earnings (loss) per common share                 .17           .12           .66            .85          (.87)
 ------------------------------------------------------------------------------------------------------------------

 Working capital                                  $ 163,606     $ 163,367     $ 168,972      $ 167,435     $ 112,299
 Inventories                                        181,835       229,170       203,173        152,634       194,044
 Net property, plant, and equipment                 155,189       167,450       179,146        178,658       218,408
 Total assets                                       403,576       444,233       438,540        404,870       474,926
 Long-term debt and capital lease
    obligations                                     156,100       171,346       189,968        187,904       227,858
 Stockholders' equity                               151,123       149,759       148,999        144,588        89,125
 ------------------------------------------------------------------------------------------------------------------

 Additions to property, plant, and equipment       $ 13,423     $  15,395     $  19,875      $   9,494     $  15,693
 Interest expense, net                               17,441        18,662        16,147         21,594        23,913
 -----------------------------------------------------------------------------------------------------------------

 Net earnings/average equity                            0.9%          0.7%          3.6%           4.4%         (5.6)%
 Continuing earnings before taxes/sales                 0.3%          0.2%          1.1%           0.3%         (0.9)%
 Net earnings/sales                                     0.2%          0.1%          0.7%           0.9%         (0.9)%
 Long-term debt/equity                                  103%          114%          127%           130%          256%
 Current ratio                                        3.0:1         2.5:1         3.1:1          4.0:1         1.8:1
 -----------------------------------------------------------------------------------------------------------------

 Stockholders' equity per common share            $   16.46     $   16.26     $   16.16      $   15.65     $   14.99
 Class A National Market System
    closing price range                           14 3/4-11 1/2 15 1/4-11     15 1/2-10 1/4  17 1/8-10    18 3/4-15 3/4
 Class B National Market System
    closing price range                           14 7/9-12     14 7/8-10 3/4 14 3/4-10     16 3/4-10 3/8 18 1/2-15 1/2
 Common cash dividends declared per share                 -             -             -              -             -
 Price earnings ratio                                  84.3         110.2          17.1           13.1            NM
- -----------------------------------------------------------------------------------------------------------------

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

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


<PAGE>






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

Liquidity and Capital Resources

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

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

As of March 31,  2002,  the Company  maintained  a committed  revolving  line of
credit of $20 million and uncommitted lines of credit totaling $76 million.  The
Company had no  short-term  borrowings  as of the end of 2002,  $24.5 million of
short-term  borrowings as of the end of 2001, and no short-term  bank borrowings
throughout  fiscal 2000. The Company believes that the credit facilities will be
sufficient,  with its  other  resources,  for its  anticipated  working  capital
requirements in 2003.

The Company has three major long-term debt instruments:  1) a $36.0 million note
payable to The Prudential Insurance Company of America, with an interest rate of
10.78%,  which is due through 2005; 2) a $57.5 million secured  nonrecourse note
payable to The  Pillsbury  Company,  with an interest  rate of 8%,  which is due
through 2009; and 3) a $37.5 million note payable to John Hancock Life Insurance
Company, with an interest rate of 10.81%, which is due through 2009.

The Company issued long-term debt totaling $8.1 million during 2002. The largest
instrument was a $3.2 million Industrial  Development Bond issued to finance the
expansion of the Yakima,  Washington  plant.  Also, a $1.5 million  mortgage was
issued to finance the purchase of a warehouse in Mayville, Wisconsin.

In 2000,  the Company  issued an Industrial  Revenue  Development  Bond for $6.0
million  to  finance  production  equipment  in the  Midwest.  The Other  Assets
category  includes none,  $1.3 million,  and $5.3 million as of the fiscal years
ended 2002, 2001 and 2000,  respectively,  of yet unspent  proceeds of this debt
issue.

The decrease in cash and  short-term  investments of $6.0 million over the three
year period ended in 2002 was primarily due to the Agrilink acquisition of $43.5
million; long-term debt repayments totaling $35.8 million; and capital additions
of $13.4 million,  $15.4 million,  and $19.9 million,  in 2002,  2001, and 2000,
respectively.  This was partially  offset by: the proceeds of new long-term debt
totaling  $14.1 million;  proceeds of the sale of assets  totaling $4.5 million;
and net earnings  (before  depreciation  effect,  which is  non-cash).  In 2002,
accounts  receivable  increased  by $500  thousand  to $32.0  million.  In 2001,
accounts  receivable  decreased  by $200  thousand  to $31.5  million.  In 2000,
accounts receivable decreased by $4.0 million.

In  2002,  inventories  decreased  by  $47.3  million,  primarily  reflecting  a
strategic  decision  by the  Company to reduce its canned  vegetable  production
during the 2001 harvest  season  following  the  inventory  buildup in the prior
year. In 2001,  inventories increased by $26.0 million mainly due to a temporary
disruption in retail canned  vegetable  sales  patterns  resulting from the Year
2000 stock-up  phenomenon in the prior year. In 2000,  inventories  increased by
$50.5 million mainly due to the  acquisition of the Midwest private label canned
vegetable business described above.

In 2002,  capital  expenditures  were $13.4 million versus $15.4 million in 2001
and $19.9  million in 2000.  The largest  project in 2002 was the  expansion  of
production  capacity  in the Snack  Chip  plant in  Yakima,  Washington  of $4.2
million (of which $300 thousand was spent in 2001), while the largest project in
2001 was an  automatic  corn cutter  project in  Minnesota,  which  totaled $3.3
million and was financed with the Industrial Revenue  Development Bond discussed
above. In 2000, certain  expenditures of approximately $5.0 million were made to
accommodate  the  additional  volume  acquired from Agrilink  (since only one of
three plants was purchased).  Another major capital  initiative in 2000 involved
increasing production capacity in the Northwest. -

<PAGE>





Results of Operations

The Company has an Alliance  Agreement with The Pillsbury  Company,  whereby the
Company  processes  canned and frozen  vegetables for Pillsbury  under the Green
Giant brand name.  Pillsbury  continues to be responsible  for all of the sales,
marketing  and  customer  service  functions  for the Green Giant  products.  In
October  2001,  General  Mills,  Inc.  acquired  Pillsbury  from Diageo PLC. The
Alliance Agreement has a remaining term of thirteen years.

Net sales for 2002 were $651.1 million, which includes $258.4 million sold under
the  Alliance  with  Pillsbury.  Net sales for 2001  were$674.3  million,  which
includes  $290.3 million sold under the Alliance with  Pillsbury.  Net sales for
2000 were $621.1 million,  which includes $263.3 million sold under the Alliance
with  Pillsbury.  In 2002,  Non-Alliance  sales increased from $384.0 million to
$392.7 million  primarily  reflecting  growth in private label and international
canned retail vegetable volume together with an improved retail canned vegetable
selling price environment. These increases were partially offset by lower volume
in food service canned  vegetables.  In 2001,  Non-Alliance sales increased from
$357.8  million  to $384.0  million  reflecting  a full  year of sales  from the
Agrilink   acquisition   partly  offset  by  lower  selling  prices.   In  2000,
Non-Alliance  sales  increased from $298.1 million to $357.8 million  reflecting
the Agrilink acquisition,  distribution gains in the vegetable non-branded area,
and higher selling prices.  This increase was partially offset by a reduction in
Alliance sales reflecting a planned smaller pack than the previous year.

In 2001, the Company sold a facility in Othello, Washington, which resulted in a
gain of $1.2  million  before  income  taxes.  Also in 2001,  the Company sold a
facility in Buckley,  Michigan,  which resulted in a gain of $0.2 million before
income taxes.  In 2000,  the Company sold a  distribution  facility in Chicopee,
Massachusetts,  which resulted in a gain of $1.0 million before income taxes. In
2002,  earnings  increased  primarily  due to the following  reasons:  1) a $1.2
million  decrease in interest  expense as a result of lower  interest  rates and
lower  average  debt  balances;  and 2) higher  selling  prices  on  vegetables,
especially  on branded and private  label  canned  retail  vegetables,  than the
previous  year.  In 2001,  earnings  decreased  primarily  due to the  following
reasons:  1) a $2.5  million  increase  in  interest  expense as a result of the
higher short-term  borrowings in support of an increase in average  inventories;
2) lower selling prices on vegetables, especially on private label canned retail
vegetables  than the previous  year;  and 3) an increase in natural gas and fuel
costs of $6.0 million  (approximately  $3.0 million effect on 2001 results).  In
2000,  earnings  increased  due  to the  following  reasons:  1) a $5.4  million
reduction in interest  expense as a result of the $49.7 million equity  offering
and juice and  applesauce  divestitures  completed  in  fiscal  1999;  2) better
selling prices on vegetables, especially on private label canned retail and food
service  vegetables  than the previous year; and 3) additional  sales due to the
acquired  business  described  above.  These  gains were  partially  offset by a
provision   principally  to  reflect  the  expected  liquidation  costs  of  our
maraschino  cherry  business,  including  a  plant  closure,  of  $2.0  million,
established in 2000.

A  deferred  tax  valuation  allowance  as of March  31,  2002,  was not  deemed
necessary due to the fact that there was positive  evidence that  outweighed the
negative evidence that it was more likely than not that these tax assets will be
realized.  While the Company has  suffered a loss in one of the last five fiscal
years,  the Company  does not believe  that such a loss should be  considered  a
trend,  and that other  evidence,  including the fact that the Company has never
had a net operating  loss expire,  should be considered in evaluating  whether a
valuation allowance is necessary.

In general,  inflation played a relatively  small role in the operating  results
and cash flows of 2002, 2001, and 2000.

Significant Accounting Policy

During the year ended 2002, the Company sold for cash,  $229 million of finished
goods inventory to a special  purpose entity (SPE),  versus $241 million sold to
the SPE for the  previous  year.  At the  time  of the  sale of  finished  goods
inventory to the SPE, the  finished  goods  inventory  was  complete,  ready for
shipment and  segregated  from the Company's  other  finished  goods  inventory.
Further,  the Company had performed all of its  obligations  with respect to the
sale of the specified finished goods inventory.

The  SPE is  not  required  to be  consolidated  with  the  Company's  financial
statements due, in part, to several reasons:

- -    The majority owner of the SPE has control of the SPE and is an independent
     third party who has made a substantial capital contribution in the SPE. In
     addition, the equity capital of the SPE is always in excess of the minimum
     guidelines for such an entity.

- -    The majority owner of the SPE has substantial risks and rewards of
     ownership of the assets of the SPE. The equity investment of the majority
     owner is subordinate to any debt holders.

- -    The SPE activities are not on the exclusive behalf of the Company.


<PAGE>




Subsequent  to  the  2002  year-end,  the  Company,  Pillsbury,   General  Mills
Operations,  Inc.  and General  Mills,  Inc.  entered  into an  amendment to the
Alliance  Agreement  pursuant to which certain  provisions  were modified to (i)
assign  Pillsbury's  rights and  obligations  under the  Alliance  Agreement  to
General Mills  Operations,  Inc.  ("GMOI"),  which is an indirect,  wholly-owned
subsidiary of General Mills,  Inc.; (ii) accelerate the timing of the obligation
of GMOI to purchase  Green Giant  inventory  from the Company by requiring  that
such inventory be purchased at the end of each commodity  production cycle (e.g.
corn,  peas, green beans,  and asparagus);  and (iii) substitute  General Mills,
Inc. for Diageo PLC as the  guarantor of GMOI's  obligations  under the Alliance
Agreement. In connection with the above amendment, the SPE was dissolved.


Recently Issued Accounting Standards

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial   Accounting  Standards  ("SFAS")  No.  142,  Goodwill  and  Other
Intangible Assets.  Since the Company does not have goodwill or other intangible
assets on its consolidated balance sheet, this Statement is not expected to have
an impact on its consolidated financial statements.

In August 2001, the FASB issued SFAS No. 143,  Accounting  for Asset  Retirement
Obligations.   SFAS  No.  143  addresses  financial   accounting  and  reporting
obligations associated with the retirement of tangible long-lived assets and the
associated  asset  retirement  costs.  SFAS No. 143 is  effective in fiscal year
2004.  The  Company  is  currently  evaluating  the  impact on its  consolidated
financial statements of implementing SFAS No. 143.

In October 2001, the FASB issued SFAS No. 144,  Accounting for the Impairment of
Long-Lived Assets,  which supersedes SFAS No. 121,  Accounting for Impairment of
Long-Lived  Assets  and  for  Long-Lived  Assets  to be  Disposed  of,  and  the
accounting    provisions   of   APB   No.   30,   Reporting   the   Results   of
Operations-Reporting  the Effects of  Disposal  of a Segment of a Business,  and
Extraordinary,  Unusual and Infrequently Occurring Events and Transactions,  for
the  disposal of a segment of a business.  SFAS No. 144 is  effective  in fiscal
year 2003.  SFAS No. 144 retains  many of the  provisions  of SFAS No. 121,  but
addresses  certain  implementation  issues  associated  with the Statement.  The
Company  is  currently  evaluating  the  impact  on its  consolidated  financial
statements of implementing this Statement.

In 2001,  the  Emerging  Issues  Task  Force  ("EITF")  issued  EITF No.  01-09,
"Accounting  for  Consideration  Given by a Vendor to a  Customer  (Including  a
Reseller  of  the  Vendor's   Products),"   which  addresses  the   recognition,
measurement and income  statement  classification  of  consideration  given by a
vendor to a customer  (including both a reseller of the vendor's products and an
entity that  purchases the vendor's  products from a reseller).  EITF No. 01-09,
among other things,  requires that certain  consideration given by a vendor to a
customer be  characterized  as a reduction  of revenue  when  recognized  in the
vendor's  income  statement.  The Company is required to adopt EITF No. 01-09 in
its  financial  statements  beginning  April  1,  2002.  The  Company's  current
accounting  and  classification  of these  amounts  are in  compliance  with the
consensus reached in this EITF.

Quantitative and Qualitative Disclosures about Market Risk

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



<PAGE>




Interest Rate Risk

As a result of its regular borrowing activities, the Company's operating results
are  exposed to  fluctuations  in  interest  rates,  which it manages  primarily
through its regular financing activities.  The Company uses bank lines of credit
with variable  interest rates to finance seasonal working capital  requirements.
The Company maintains investments in cash equivalents ($18.5 million as of March
31, 2002) and does have investments in a modest amount of marketable securities.
Long-term debt represents  secured and unsecured  notes and debentures,  certain
notes payable to insurance companies used to finance long-term  investments such
as business  acquisitions,  and capital lease obligations.  Long-term debt bears
interest at fixed and variable rates.  The following  table provides  informaton
about the  Company's  financial  instruments  that are  sensitive  to changes in
interest  rates.  The table  presents  principal  cash  flows and  sinking  fund
requirements and related  weighted-average  interest rates by expected  maturity
date. Weighted-average interest rates on variable-rate debt are based on current
rates as of March 31, 2002:

<TABLE>
                     Interest Rate Sensitivity of Long-Term
                Debt, Short-Term Debt and Short-Term Investments
                                 March 31, 2002
                                 (In Thousands)
<CAPTION>

                                                 EXPECTED MATURITY DATE
                        --------------------------------------------------------------------------------
                                                                                                            Total /        Estimated
                                                                                                           Weighted          Fair
                                2003          2004         2005        2006         2007      Thereafter    Average          Value
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>          <C>          <C>          <C>          <C>           <C>         <C>             <C>

Fixed-rate L/T debt:
   Principal cash flows      $22,823      $22,946      $23,081      $11,094      $10,505      $65,844      $156,293         $146,392
   Average interest rate        8.87%        8.70%        8.46%         8.28%        8.23%       7.76%         8.39%              --
Variable-rate L/T debt:
   Principal cash flows       $   --      $    --      $    --      $     --     $     --     $22,630      $ 22,630         $ 22,630
   Average interest rate        4.57%        4.57%        4.57%         4.57%        4.57%       4.57%         4.57%             --
Variable-rate S/T debt:
   Principal cash flows                                                                                    $  21,171        $ 21,171
   Average interest rate                                                                                        5.61%             --
Short-Term investments:
   Average Balance                                                                                         $   8,584        $  8,584
   Average interest rate                                                                                        2.38%             --
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>



<TABLE>

Consolidated Statements of Net Earnings

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

<CAPTION>
Years ended March 31,                                                               2002            2001             2000
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>              <C>              <C>

Net sales                                                                      $651,075         $674,300         $621,078

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

Costs and expenses:
   Cost of product sold                                                         609,574          630,138          575,184
   Selling, general, and administrative expense                                  21,095           23,367           21,605
   Other expense, net                                                             1,011              971            1,254
   Interest expense, net of interest income of $ 301, $629 and
     $1,672, respectively                                                        17,441           18,662           16,147
                                                                               ------------------------------------------

                                                                                649,121          673,138          614,190
- -------------------------------------------------------------------------------------------------------------------------


Earnings before income taxes                                                      1,954            1,162            6,888
Income taxes                                                                        814              349            2,568
                                                                               ------------------------------------------
   Net earnings                                                                $  1,140        $     813        $   4,320
=========================================================================================================================

   Basic earnings per common share                                             $    .17        $     .12        $     .66
=========================================================================================================================

   Diluted earnings per common share                                           $    .11        $     .08        $     .42
=========================================================================================================================

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


<PAGE>


<TABLE>
Consolidated Balance Sheets

Seneca Foods Corporation and Subsidiaries
(In thousands)

<CAPTION>
March 31,                                                                                                   2002                2001
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                    <C>                 <C>
Assets
Current Assets:
   Cash and short-term investments                                                                     $  24,973           $   5,391
   Accounts receivable, less allowance for doubtful accounts
     of $605 and $632, respectively                                                                       32,035              31,510
   Inventories:
     Finished products                                                                                   135,727             178,415
     In process                                                                                            8,526              13,297
     Raw materials and supplies                                                                           37,582              37,458
   Deferred income tax asset                                                                               4,624               5,602
   Refundable income taxes                                                                                 1,657                   -
   Prepaid expenses                                                                                          362               1,308
                                                                                                       -----------------------------
       Total Current Assets                                                                              245,486             272,981
- ------------------------------------------------------------------------------------------------------------------------------------
Other Assets                                                                                               2,901               3,802
- ------------------------------------------------------------------------------------------------------------------------------------
Property, Plant, and Equipment:
   Land                                                                                                    7,855               7,618
   Building                                                                                               98,850              94,822
   Equipment                                                                                             263,587             256,703
                                                                                                       -----------------------------
                                                                                                         370,292             359,143
Less accumulated depreciation and amortization                                                           215,103             191,693
                                                                                                      ------------------------------
       Net Property, Plant, and Equipment                                                                155,189             167,450
- ------------------------------------------------------------------------------------------------------------------------------------
         Total Assets                                                                                   $403,576            $444,233
====================================================================================================================================

Liabilities and Stockholders' Equity
Current Liabilities:
   Notes payable                                                                                       $       -           $  24,500
   Accounts payable                                                                                       33,979              39,726
   Accrued expenses                                                                                       25,078              26,423
   Current portion of long-term debt and capital lease obligations                                        22,823              18,622
   Income taxes                                                                                                -                 343
- ------------------------------------------------------------------------------------------------------------------------------------

     Total Current Liabilities                                                                            81,880             109,614
Long-Term Debt                                                                                           149,430             164,251
Capital Lease Obligations                                                                                  6,670               7,095
Deferred Gain and Other Liabilities                                                                        7,165               6,382
Deferred Income Taxes                                                                                      7,308               7,132
                                                                                                       -----------------------------
       Total Liabilities                                                                                 252,453             294,474
- ------------------------------------------------------------------------------------------------------------------------------------
Commitments (Note 5)                                                                                           -                   -
Stockholders' Equity:
   Preferred stock                                                                                        42,675              42,741
   Common stock                                                                                            2,827               2,825
                                                                                                       -----------------------------
     Total Capital Stock                                                                                  45,502              45,566
   Additional paid-in capital                                                                             13,619              13,555
   Accumulated other comprehensive income                                                                  1,208                 961
   Retained earnings                                                                                      90,794              89,677
                                                                                                       -----------------------------
       Total Stockholders' Equity                                                                        151,123             149,759
- ------------------------------------------------------------------------------------------------------------------------------------
         Total Liabilities and Stockholders' Equity                                                    $ 403,576            $444,233
====================================================================================================================================

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

<PAGE>


<TABLE>
Consolidated Statements of Cash Flows

Seneca Foods Corporation and Subsidiaries
(In thousands)
<CAPTION>
Years ended March 31,                                                                    2002             2001              2000
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>              <C>               <C>

Cash flows from operating activities:
   Net earnings                                                                     $   1,140        $     813         $   4,320
   Adjustments to reconcile net earnings to
     net cash provided by (used in) operations:
       Depreciation and amortization                                                   24,546           23,733            23,554
       Deferred income taxes                                                              969           (2,071)              (87)
       Gain on the sale of assets                                                           -           (1,370)             (965)
       Impairment provision and other expenses                                          1,011            2,341             2,219
       Changes in operating assets and liabilities:
         Accounts receivable                                                             (525)             192             4,015
         Inventories                                                                   47,335          (25,997)           (6,961)
         Prepaid expenses                                                                 946             (780)              383
         Accounts payable, accrued expenses, and other liabilities                     (6,630)         (11,243)           22,770
         Income taxes                                                                  (2,000)            (302)              336
                                                                                    --------------------------------------------


       Net cash provided by (used in) operations                                       66,792          (14,684)           49,584
- --------------------------------------------------------------------------------------------------------------------------------

Cash flows from investing activities:
   Additions to property, plant, and equipment                                        (13,423)         (15,395)          (19,875)
   Escrow fund                                                                          1,316            4,011            (5,326)
   Disposals of property, plant, and equipment                                            448            1,147               159
   Proceeds from the sale of assets                                                         -            2,683             1,790
   Acquisitions                                                                             -                -           (43,481)
                                                                                     -------------------------------------------
       Net cash used in investing activities                                          (11,659)          (7,554)          (66,733)
- --------------------------------------------------------------------------------------------------------------------------------

Cash flows from financing activities:
   Net (payments) borrowings on notes payable                                         (24,500)          24,500                --
   Payments of long-term debt and capital lease obligations                           (19,124)          (8,214)           (8,511)
   Proceeds from issuance of long-term debt                                             8,079                -             6,000
   Dividends paid                                                                         (23)             (23)              (23)
   Other assets                                                                            17               18                28
                                                                                     --------------------------------------------
       Net cash (used in) provided by financing activities                            (35,551)          16,281            (2,506)
- --------------------------------------------------------------------------------------------------------------------------------


Net increase (decrease) in cash and short-term investments                             19,582           (5,957)          (19,655)
Cash and short-term investments, beginning of year                                      5,391           11,348            31,003
                                                                                    --------------------------------------------
Cash and short-term investments, end of year                                        $  24,973        $   5,391          $ 11,348
================================================================================================================================
<FN>
Supplemental disclosures of cash flow information: Cash paid during the year
   for:
     Interest                                                                       $  17,973        $  17,235         $  16,264
     Income taxes                                                                       1,844            1,994             2,171
Supplemental information of noncash investing and financing activities:
In 2000, a $4,978 unsecured subordinated note was issued in conjunction with the
acquisition of assets.
===============================================================================================================================
See notes to consolidated financial statements.
</FN>
</TABLE>


<PAGE>


<TABLE>
Consolidated Statements of Stockholders' Equity

Seneca Foods Corporation and Subsidiaries
(In thousands, except share amounts)
<CAPTION>
                                        Preferred Stock
                        -------------------------------------------------
                                    6%             10%     Participating
                        Cumulative Par  Cumulative Par   Convertible Par
                       Callable at Par     Convertible      Stated Value    Common Stock    Common Stock
                                Voting          Voting            $11.93  Par Value $.25  Par Value $.25
- ---------------------------------------------------------------------------------------------------------
<S>                    <C>               <C>             <C>              <C>             <C>

Shares authorized              200,000       1,400,000        4,166,667       20,000,000       10,000,000
=========================================================================================================
Shares issued and outstanding:

    March 31, 2000             200,000         807,240       3,593,140         3,797,388        2,767,357
=========================================================================================================
    March 31, 2001             200,000         807,240        3,576,433        3,814,095        2,767,357
=========================================================================================================
    March 31, 2002             200,000         807,240        3,570,861        3,823,115        2,764,005
=========================================================================================================

- ---------------------------------------------------------------------------------------------------------
Balance March 31, 1999             $50             $20          $46,363             $870           $1,878

   Net earnings                     --             --                --               --              --
   Cash dividends paid
     on preferred stock             --             --                --               --              --
   Preferred Stock Conversion       --             --            (3,493)              74              --
   Common Stock Conversion          --             --                --                6               (6)
   Net unrealized gain on
     investments                    --             --                --               --              --
- ---------------------------------------------------------------------------------------------------------
Balance March 31, 2000              50              20           42,870              950            1,872

   Net earnings                     --             --                --               --              --
   Cash dividends paid
     on preferred stock             --             --                --               --              --
   Preferred Stock Conversion       --             --              (199)               3              --
   Net unrealized loss on
     investments                    --             --                --               --              --
- ---------------------------------------------------------------------------------------------------------
Balance March 31, 2001              50              20           42,671              953            1,872

   Net earnings                      -              -                 -                -                -
   Cash dividends paid
     on preferred stock             --             --                --               --               --
   Preferred stock conversion       --             --               (66)               2               --
   Common stock conversion          --             --                --                1               (1)
   Net unrealized gain on
     investments                    --             --                --               --               --
- ---------------------------------------------------------------------------------------------------------
Balance March 31, 2002             $50             $20          $42,605             $956           $1,871
=========================================================================================================

See notes to consolidated financial statements.

Consolidated Statements of Stockholders' Equity (continued)

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


<CAPTION>
                                            Accumulated
                          Additional              Other
                             Paid-In      Comprehensive    Retained     Comprehensive
                             Capital             Income    Earnings            Income
- -------------------------------------------------------------------------------------
<S>                       <C>              <C>             <C>          <C>

Shares authorized
=====================
Shares issued and outstanding:

    March 31, 2000
=======================
    March 31, 2001
=======================
    March 31, 2002
=======================

- -------------------------------------------------------------------------------------
Balance March 31, 1999      $  9,940            $   877     $84,590

   Net earnings                   --                 --       4,320          $  4,320
   Cash dividends paid
     on preferred stock           --                 --         (23)               --
   Preferred Stock Conversion  3,419                 --          --                --
   Common Stock Conversion        --                 --          --                --
   Net unrealized gain on
     investments                  --                114          --               114
- -------------------------------------------------------------------------------------
Balance March 31, 2000        13,359                991      88,887          $  4,434
                                                                             ========
   Net earnings                   --                 --         813          $    813
   Cash dividends paid
     on preferred stock           --                 --         (23)               --
   Preferred Stock Conversion    196                 --          --                --
   Net unrealized loss on
     investments                   -                (30)         --               (30)
- -------------------------------------------------------------------------------------
Balance March 31, 2001        13,555                961      89,677          $    783
                                                                             ========
   Net earnings                                               1,140          $  1,140
   Cash dividends paid
     on preferred stock           --                 --         (23)               --
   Preferred stock conversion     64                 --          --                --
   Common stock conversion        --                 --          --                --
   Net unrealized gain on
     investments                  --                247          --               247
- -------------------------------------------------------------------------------------
Balance March 31, 2002       $13,619             $1,208     $90,794            $1,387
=====================================================================================
<FN>
See notes to consolidated financial statements.
</FN>
</TABLE>



<PAGE>



Notes to Consolidated Financial Statements

Seneca Foods Corporation and Subsidiaries

1.  Summary of Significant Accounting Policies

Nature of Operations -The Company  conducts its business almost entirely in food
processing,  operating  21 plants and  warehouses  in five  states.  The Company
markets branded and private label processed foods to retailers and institutional
food distributors.

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

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

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

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

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

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


<PAGE>



Notes to Consolidated Financial Statements (continued)

Earnings per Common Share

A reconciliation  of basic earnings per share with diluted earnings per share as
follows:
<TABLE>
<CAPTION>
Years ended March 31,                                        2002          2001          2000
- ---------------------------------------------------------------------------------------------
<S>                                                   <C>           <C>           <C>

                                                         (In thousands, except share amounts)
Basic

Net earnings                                          $     1,140   $       813   $     4,320
Deduct preferred stock dividends paid                          23            23            23
                                                      ---------------------------------------
Basic earnings                                        $     1,117   $       790   $     4,297
=============================================================================================

Weighted average common shares outstanding                  6,585         6,577         6,498
=============================================================================================

Basic earnings per share                              $       .17   $       .12   $       .66
=============================================================================================

Diluted

Basic earnings                                        $     1,117   $       790   $     4,297
Add dividends on convertible preferred stock                   20            20            20
                                                      ---------------------------------------
Earnings applicable to common stock on a
   diluted basis                                      $     1,137   $       810   $     4,317
=============================================================================================

Shares used in calculating basic earnings per
   share above                                              6,585         6,577         6,498
Additional shares to be issued under full
   conversion of preferred stock                            3,640         3,648         3,727
                                                      ---------------------------------------
Total shares for diluted                                   10,225        10,225        10,225
=============================================================================================

Diluted earnings per share                            $       .11   $       .08   $       .42
=============================================================================================
</TABLE>

Depreciation  Property,  plant, and equipment are stated at cost or, in the case
of capital  leases,  the present value of future lease  payments.  For financial
reporting,  the Company provides for depreciation and capital lease amortization
on the  straight-line  method at rates based upon the estimated  useful lives of
the various assets.  The estimated  useful lives are as follows:  buildings - 30
years;  machinery  and equipment - 10-15 years;  vehicles - 3-7 years;  and land
improvements - 10-20 years.  Impairment  losses are recognized when the carrying
value of an asset exceeds its fair value. The Company regularly  assesses all of
its long-lived assets for impairment.  Impairment losses of $690,000,  $898,000,
and $518,000 were  recognized in 2002,  2001, and 2000,  respectively,  and were
included in Other Expense, net (see Other Income and Expense, note 11).

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

Recently Issued Accounting Standards -


In June 2001, the Financial  Accounting  Standards Board (FASB) issued Statement
of  Financial   Accounting  Standards  ("SFAS")  No.  142,  Goodwill  and  Other
Intangible Assets.  Since the Company does not have goodwill or other intangible
assets on its consolidated balance sheet, this Statement is not expected to have
an impact on its consolidated financial statements.

In August 2001, the FASB issued SFAS No. 143,  Accounting  for Asset  Retirement
Obligations.   SFAS  No.  143  addresses  financial   accounting  and  reporting
obligations associated with the retirement of tangible long-lived assets and the
associated  asset  retirement  costs.  SFAS No. 143 is  effective in fiscal year
2004.  The  Company  is  currently  evaluating  the  impact on its  consolidated
financial statements of implementing SFAS No. 143.




<PAGE>




Notes to Consolidated Financial Statements (continued)


In October 2001, the FASB issued SFAS No. 144,  Accounting for the Impairment of
Long-Lived Assets,  which supersedes SFAS No. 121,  Accounting for Impairment of
Long-Lived  Assets  and  for  Long-Lived  Assets  to be  Disposed  of,  and  the
accounting    provisions   of   APB   No.   30,   Reporting   the   Results   of
Operations-Reporting  the Effects of  Disposal  of a Segment of a Business,  and
Extraordinary,  Unusual and Infrequently Occurring Events and Transactions,  for
the  disposal of a segment of a business.  SFAS No. 144 is  effective  in fiscal
year 2003.  SFAS No. 144 retains  many of the  provisions  of SFAS No. 121,  but
addresses  certain  implementation  issues  associated  with the Statement.  The
Company  is  currently  evaluating  the  impact  on its  consolidated  financial
statements of implementing this Statement.

In 2001,  the  Emerging  Issues  Task  Force  ("EITF")  issued  EITF No.  01-09,
"Accounting  for  Consideration  Given by a Vendor to a  Customer  (Including  a
Reseller  of  the  Vendor's   Products),"   which  addresses  the   recognition,
measurement and income  statement  classification  of  consideration  given by a
vendor to a customer  (including both a reseller of the vendor's products and an
entity that  purchases the vendor's  products from a reseller).  EITF No. 01-09,
among other things,  requires that certain  consideration given by a vendor to a
customer be  characterized  as a reduction  of revenue  when  recognized  in the
vendor's  income  statement.  The Company is required to adopt EITF No. 01-09 in
its  financial  statements  beginning  April  1,  2002.  The  Company's  current
accounting  and  classification  of these  amounts  are in  compliance  with the
consensus reached in this EITF.



<PAGE>



Notes to Consolidated Financial Statements (continued)

2.  Common Stock of Moog Inc.

Other assets  include the  Company's  investment  in the Class B Common Stock of
Moog Inc.  totaling  $2,696,000,  and  $2,264,000 as of March 31, 2002 and 2001,
respectively,  which is  classified  as an  available-for-sale  security  and is
carried at fair value. There were no realized gains or losses in 2002, 2001, and
2000,  and gross  unrealized  holding  gains were  $1,980,000,  $1,548,000,  and
$1,548,000.



<PAGE>



Notes to Consolidated Financial Statements (continued)

3.  Lines of Credit

The Company obtains required  short-term  funds through bank  borrowings.  As of
March 31, 2002, the Company had $2,356,268  outstanding for letters of credit, a
committed revolving line of credit totaling  $20,000,000,  and uncommitted lines
of credit  totaling  $76,000,000.  The lines are  renewable  annually at various
dates  and  provide  for  loans  of  varying  maturities.  There  are no  formal
compensating  balance  arrangements  with any of the banks. As of March 31, 2002
and  2001,  the  amounts  borrowed  under  the  line of  credit  were  none  and
$24,500,000, respectively.

The interest rates on the amounts borrowed at fiscal year-end 2002 and 2001 were
none and 6.90%, respectively.



<PAGE>



Notes to Consolidated Financial Statements (continued)

4.  Long-Term Debt
<TABLE>
<CAPTION>
                                                                                                               2002           2001
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                (In thousands)
<S>                                                                                                       <C>          <C>
Secured nonrecourse subordinated promissory note, 8.00%, due through 2009                                 $   57,458   $    61,083
Note payable to insurance company, 10.81%, due through 2009                                                   37,500        42,500
Note payable to insurance company, 10.78%, due through 2005                                                   36,000        44,700
Industrial Revenue Development Bonds, 4.57% and 6.30%, due through 2028                                       22,630        22,630
Unsecured subordinated promissory note, 8.00%, due through 2009                                                4,978         4,978
Industrial Revenue Development Bond, 5.69%, due through 2009                                                   4,845         5,342
Notes payable to utility company, 3.00%, due through 2007                                                      2,971             -
Industrial Revenue Development Bond, 5.61%, due through 2008                                                   2,837             -
Other                                                                                                          2,609         1,235
                                                                                                           -----------------------
                                                                                                             171,828       182,468
Less current portion                                                                                          22,398        18,217
                                                                                                          ------------------------
                                                                                                          $  149,430   $   164,251
                                                                                                          ========================
</TABLE>


Long-term debt agreements contain various restrictive  financial covenants,  the
most  restrictive of which requires the Company to maintain  specific  quarterly
levels of interest coverage.  In addition,  these agreements include a provision
that the Company may pay dividends on any class of stock only from  consolidated
net earnings  available for distribution.  There were no earnings  available for
distribution as of March 31, 2002.

The Company has four Industrial  Revenue Bonds ("IRB's")  totaling  $22,630,000,
which are secured by direct pay  letters of credit.  The  interest  rates in the
table above reflect the direct pay letters of credit costs and  amortization  of
other  related  costs for those  IRB's.  Other  than the four IRB's  above,  the
carrying value of assets pledged for secured debt is $59,312,000.

Debt repayment requirements for the next five fiscal years are:

                                             (In thousands)
                                     2003              $22,398
                                     2004               22,506
                                     2005               22,621
                                     2006               10,619
                                     2007               10,010



<PAGE>



Notes to Consolidated Financial Statements (continued)

5.  Leases

The Company leases a portion of its equipment and buildings.  Capitalized leases
consist  primarily  of limited  obligation  special  revenue  bonds,  which bear
interest  rates  from  3.55%  to  4.75%.  Other  leases  include  non-cancelable
operating leases expiring at various dates through 2024.


Leased assets under capital leases consist of the following:
<TABLE>
<CAPTION>

                                                                        2002              2001
                  ----------------------------------------------------------------------------
                                                                          (In thousands)
                  <S>                                                <C>               <C>

                  Land                                               $    67           $    67
                  Buildings                                            1,033             1,033
                  Equipment                                            9,711             9,711
                                                             ---------------------------------
                                                                      10,811            10,811
                  Less accumulated amortization                        7,270             6,325
                                                             ---------------------------------
                                                                     $ 3,541           $ 4,486
                  ============================================================================

The following is a schedule by year of minimum payments due under leases as of
March 31, 2002:

                                                                     Operating         Capital
                  ----------------------------------------------------------------------------
                                                                             (In thousands)
                  Years ending March 31:
                     2003                                              $ 7,479        $    721
                     2004                                                6,573             718
                     2005                                                5,598             720
                     2006                                                5,039             715
                     2007                                                4,256             716
                     2008-2017                                           7,716           5,745
                                                                 -----------------------------

                     Total minimum payment required                    $36,661        $  9,335
                  ============================================================

                  Less interest                                                          2,240
                                                                                --------------
                     Present value of minimum lease payments                             7,095
                  Amount due within one year                                               425
                                                                                --------------
                     Long-term capital lease obligations                               $ 6,670
                  ============================================================================
</TABLE>

Rental  expense  in  2002,  2001,  and 2000 was  $12,545,000,  $11,762,000,  and
$10,612,000, respectively.


<PAGE>



Notes to Consolidated Financial Statements (continued)

6.  Income Taxes

The Company  files a  consolidated  income tax return.  The provision for income
taxes is as follows:
<TABLE>
<CAPTION>
                                                         2002           2001           2000
                                                    ---------------------------------------
                                                                 (In thousands)
                       <S>                           <C>            <C>            <C>

                       Current:
                         Federal                     $     50       $  1,286       $  2,233
                         State                             93            151            413
                                                   ----------------------------------------

                                                          143          1,437          2,646
                                                   ----------------------------------------
                       Deferred:
                         Federal                          600           (973)           (59)
                         State                             71           (115)           (19)
                                                   ----------------------------------------
                                                          671         (1,088)           (78)
                                                   ----------------------------------------
                         Total income taxes          $    814       $    349       $  2,568
                                                   ========================================
</TABLE>

As of March 31,  2002,  the Company has  Alternative  Minimum Tax Credits in the
amount of  $5,089,000 to offset  future  years'  regular tax expense.  State net
operating loss carry forwards of  approximately  $9,500,000,  expiring March 31,
2003 through March 31, 2018, are available to offset future state tax expense.

During  fiscal year 2001,  the Internal  Revenue  Service  completed an audit of
fiscal years 1997, 1998 and 1999. Audit adjustments related primarily to changes
in the  timing of  deductions  for income tax  purposes.  There was no  negative
effect on the Company's income statement for the year.

A  reconciliation  of the expected U.S.  statutory  rate to the  effective  rate
follows:
<TABLE>
<CAPTION>

                                                         2002             2001            2000
                 -----------------------------------------------------------------------------
                 <S>                                     <C>              <C>             <C>

                 Computed (expected tax rate)            34.0%            34.0%           34.0%
                 Tax-exempt income                       (5.9)            (8.8)           (0.9)
                 Other permanent differences
                     not deductible                       2.1             (6.6)            0.7
                 State income taxes (net of
                   federal tax benefit)                   6.4              6.4             3.7
                 Other                                    5.0              5.0            (0.2)

                                                         -------------------------------------
                   Effective tax rate                    41.6%            30.0%           37.3%
                 =============================================================================
</TABLE>


<PAGE>



6.  Income Taxes (continued)

The  following  is a summary  of the  significant  components  of the  Company's
deferred tax assets and liabilities as of March 31, 2002 and 2001:
<TABLE>
<CAPTION>
                                                                            2002               2001
                  ---------------------------------------------------------------------------------
                                                                                 (In thousands)
                  <S>                                                  <C>                <C>

                  Deferred tax liabilities:
                     Basis and depreciation difference                 $  15,705          $  15,231
                     Moog investment                                         772                588
                                                                -----------------------------------

                                                                          16,477             15,819
                                                                -----------------------------------


                  Deferred tax assets:
                     Inventory valuation                                     625              2,202
                     Future tax credits                                    5,089              5,036
                     Net operating loss carryforwards                      1,208                753
                     Employee benefits                                     1,772              1,816
                     Pension                                               1,629              1,763
                     Insurance                                             1,996              1,261
                     Deferred gain on sale/leaseback                       1,054              1,136
                     Impairment                                                -                 82
                     Other                                                   420                240
                                                                -----------------------------------

                                                                          13,793             14,289
                                                                -----------------------------------

                      Net deferred tax liability                       $   2,684          $   1,530
                  =================================================================================
</TABLE>

Net current  deferred tax assets of  $4,624,000  and  $5,602,000 as of March 31,
2002 and 2001, respectively,  are recognized in the Consolidated Balance Sheets.
Also recognized are net  non-current  deferred tax liabilities of $7,308,000 and
$7,132,000 as of March 31, 2002 and 2001, respectively.



<PAGE>



Notes to Consolidated Financial Statements (continued)

7.  Stockholders' Equity

Preferred   Stock  -  The  Company  has  issued  a  class  of  preferred   stock
("Participating Preferred Stock") which is convertible,  participating,  and has
an  $11.93  stated  value.  These  shares  are  convertible   immediately  on  a
share-for-share  basis  into  shares  of Class A  Common  Stock.  There  were no
dividends on this class of stock.

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

Common  Stock  The  Class A  Common  Stock  and the  Class B Common  Stock  have
substantially identical rights with respect to any dividends or distributions of
cash or property  declared on shares of common  stock and rank equally as to the
right to receive  proceeds on  liquidation  or  dissolution of the Company after
payment of the Company's  indebtedness  and liquidation  right to the holders of
preferred  shares.  However,  holders of Class B Common Stock retain a full vote
per share  whereas  the holders of Class A Common  Stock have  voting  rights of
1/20th  of one vote per share on all  matters  as to which  shareholders  of the
Company are entitled to vote.

Unissued  shares of common stock reserved for conversion  privileges were 33,695
of Class A and Class B as of March 31, 2002 and 2001.  Additionally,  there were
3,570,861  and  3,576,433  shares  of Class A  reserved  for  conversion  of the
Participating Preferred Stock as of March 31, 2002 and 2001, respectively.


<PAGE>



Notes to Consolidated Financial Statements (continued)

8.  Retirement Plans

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

The  following  tables  provide a  reconciliation  of the  changes in the plan's
benefit  obligation and fair value of plan assets over the two-year period ended
March  31,  2002 and a  statement  of the  funded  status as of March 31 of both
years:

                                                      2002                2001
                                                 -----------------------------
Change in Benefit Obligation                              (In thousands)

Benefit obligation at beginning of year           $ 31,150            $ 26,655
Service cost                                         2,150               2,017
Interest cost                                        2,232               2,080
Actuarial gain                                         669               2,045
Benefit payments and expenses                       (1,833)             (1,647)
- ------------------------------------------------------------------------------

Benefit obligation at end of year                 $ 34,368           $  31,150
==============================================================================


Change in Plan Assets

Fair value of plan assets at beginning of year    $ 29,153            $ 23,373
Actual return on plan assets                         4,483               3,832
Employer contributions                               1,547               3,595
Benefit payments and expenses                       (1,833)             (1,647)
- ------------------------------------------------------------------------------

Fair value of plan assets at end of year         $  33,350            $ 29,153
==============================================================================


Funded Status

Funded status at end of year                       $(1,018)          $ (1,997)
Unrecognized transition asset                       (2,714)            (2,990)
Unrecognized prior service cost                         31                125
Unrecognized gain                                   (1,430)              (255)
- -----------------------------------------------------------------------------

Accrued benefit cost                               $(5,131)          $ (5,117)
=============================================================================


The  Plan  holds  the  Company's  common  stock  with a  fair  market  value  of
$2,961,000.



<PAGE>



Notes to Consolidated Financial Statements (continued)

8.       Retirement Plan (continued)

The following table provides the components of net periodic benefit cost for the
plan for fiscal years 2002, 2001, and 2000:
<TABLE>
<CAPTION>
                                                           2002                2001                2000
- -------------------------------------------------------------------------------------------------------
                                                                        (In thousands)
<S>                                                    <C>                 <C>                 <C>

Service cost                                           $  2,150            $  2,017            $  1,781
Interest cost                                             2,232               2,080               1,843
Expected return on plan assets                          (2,639)              (2,288)             (2,013)
Amortization of transition assets                         (276)                (276)               (276)
Amortization of prior service cost                           94                  94                  94
- -------------------------------------------------------------------------------------------------------

Net periodic benefit cost                              $  1,561            $  1,627            $  1,429
=======================================================================================================
</TABLE>


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

The assumptions  used to measure the Company's  benefit  obligation are shown in
the following table:

                                                 2002                   2001
- ----------------------------------------------------------------------------


   Discount rate                                 7.25%                  7.50%
   Expected return on plan assets                9.00%                  9.50%
   Rate of compensation increase                 4.00%                  5.00%


The Company has an Employees'  Savings Plan (401(k))  covering all employees who
meet certain age entry  requirements  and work a stated  minimum number of hours
per  year.  Participants  may make  contributions  up to the  legal  limit.  The
Company's matching contributions are discretionary.  Costs charged to operations
for the Company's matching  contributions  amounted to $846,000,  $875,000,  and
$761,000, in 2002, 2001, and 2000, respectively.

9.  Fair Value of Financial Instruments

The carrying  amounts and the estimated  fair values of the Company's  financial
instruments are summarized as follows:
<TABLE>
<CAPTION>
                                                                                             2002                     2001
                                                                                     -----------------------------------------------
                                                                                    Carrying    Estimated     Carrying     Estimated
                                                                                      Amount   Fair Value       Amount    Fair Value
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                       (In thousands)
<S>                                                                                  <C>          <C>          <C>         <C>

Long-term debt, including current portion                                            $171,828     $163,885     $182,468    $179,603
Notes payable                                                                               -            -       24,500      24,500
Class B Common Stock of Moog Inc.                                                       2,696        2,696        2,264       2,264

<FN>
The estimated fair values were determined as follows:

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

     Notes payable - The carrying amount approximates fair value due to the
short-term maturity of the notes.

     Class B Common Stock of Moog Inc. - Based on quoted market prices.
</FN>
</TABLE>


<PAGE>



Notes to Consolidated Financial Statements (continued)

10. Acquisition

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

This acquisition was accounted for under the purchase  method,  and accordingly,
the  operating  results  of the  acquired  business  have been  included  in the
consolidated operating results since the acquisition date.


<PAGE>



Notes to Consolidated Financial Statements (continued)

11.  Other Income and Expense

Other  expense in 2002  consisted of the  following:  1) an  impairment  loss of
$690,000; and 2) a severance accrual of $321,000.

Other expense in 2001 consisted of the  following:  1) a gain on the sale of the
Othello,  Washington  facility of $1,151,000;  2) a loss of $1,443,000  which is
related  primarily  to  exiting a line of  business;  3) an  impairment  loss of
$898,000;  and 4) a gain  on the  sale  of the  Buckley,  Michigan  facility  of
$219,000.

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

12.  Sales Information

The Company sold $228,556,000,  $241,492,000 and $209,872,000, representing 35%,
36% and 34% of net sales, to one customer in 2002, 2001 and 2000, respectively.

13.      Segment Information

The Company  manages its business on the basis of one  reportable  segment - the
processing  and sale of  vegetables.  The Company  markets  its  product  almost
entirely  in the United  States.  The Company  has an  Alliance  Agreement  with
Pillsbury  whereby  the  Company  processes  canned  and frozen  vegetables  for
Pillsbury  under  the  Green  Giant  brand  name.   Pillsbury  continues  to  be
responsible for all of the sales, marketing,  and customer service functions for
the Green  Giant  products.  In 2002,  2001,  and 2000,  the sale of Green Giant
vegetables account for 40%, 43%, and 42% of net sales. The following information
is presented in accordance with SFAS No. 131,  "Disclosure  about Segments of an
Enterprise and Related Information":
<TABLE>
<CAPTION>
Classes of similar products/services:                    2002                2001                2000
- -------------------------------------------------------------------------------------------------------
                                                                        (In thousands)
<S>                                                    <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>



Independent Auditors' Report

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

We have audited the  accompanying  consolidated  balance  sheets of Seneca Foods
Corporation  and  subsidiaries  as of March 31,  2002 and 2001,  and the related
consolidated  statements of net earnings,  stockholders'  equity, and cash flows
for each of the three years in the period ended March 31, 2002.  These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  such consolidated  financial  statements present fairly, in all
material  respects,  the  financial  position of Seneca  Foods  Corporation  and
subsidiaries as of March 31, 2002 and 2001, and the results of their  operations
and their cash flows for each of the three  years in the period  ended March 31,
2002 in conformity with accounting  principles  generally accepted in the United
States of America.


/s/DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP
Rochester, New York
May 24, 2002



<PAGE>



Notice of Annual Meeting The 2002 Annual Meeting of Shareholders will be held on
Friday,  August 2, 2002,  beginning at 1:00 P.M. at the Company's  facilities at
3732  South  Main  Street,  Marion,  New York.  A formal  notice of the  meeting
together with a proxy statement and proxy form will be mailed to shareholders of
record as of June 14, 2002.


Additional Information

A copy of the  Company's  Annual  Report on Form 10-K for the fiscal  year ended
March 31, 2002, as filed with the  Securities and Exchange  Commission,  will be
provided by the Company to any shareholder who so requests in writing.

Requests should be sent to Philip G. Paras, Seneca Foods Corporation, 3736 South
Main  Street,  Marion,  New  York  14505,  or  contact  us via our  web  site at
http://www.senecafoods.com, or e-mail us at senecafoods@senecafoods.com.

Forward-Looking Statements

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


<PAGE>



Shareholder Information and Quarterly Results

The Company's  common stock is traded on The NASDAQ  National Stock Market.  The
3.8 million of Class A  outstanding  shares and 2.8 million  Class B outstanding
shares are owned by 327 and 321 shareholders of record,  respectively.  The high
and low prices of the Company's common stock during each quarter of the past two
years are shown below:
<TABLE>
<CAPTION>
                          Class A:                            2002                         2001
                                                      ------------------------------------------------
                                       Quarter          High          Low            High         Low
                                       ---------------------------------------------------------------
                          <S>          <C>             <C>          <C>            <C>          <C>

                                       First           $13.90       $12.62         $12.75       $11.00
                                       Second           13.75        11.50          14.00        11.25
                                       Third            14.39        12.10          15.25        12.75
                                       Fourth           14.75        13.45          14.13        12.38



                          Class B:                            2002                         2001
                                                      ------------------------------------------------
                                       Quarter          High          Low            High         Low
                                       ---------------------------------------------------------------

                                       First           $13.70       $12.63         $12.25       $10.75
                                       Second           13.75        12.00          14.88        11.50
                                       Third            14.00        12.11          14.75        12.75
                                       Fourth           14.77        13.20          14.25        12.75
</TABLE>


The  Company  may pay  dividends  on common  stock  only from  consolidated  net
earnings  available  for  distribution,  which  were none as of March 31,  2002.
Payment of dividends to common  stockholders  is made at the  discretion  of the
Company's  Board of Directors  and depends,  among other  factors,  on earnings,
capital  requirements,  operating  and financial  condition of the Company.  The
Company has not declared or paid a common dividend in many years.

The  following is a summary of the  unaudited  interim  results of operations by
quarter:
<TABLE>
<CAPTION>
                                                                         First          Second            Third          Fourth
- -------------------------------------------------------------------------------------------------------------------------------
                                                                                      (In thousands, except per share data)
<S>                                                                   <C>             <C>              <C>             <C>

Year ended March 31, 2002:
Net sales                                                             $132,693        $176,800         $236,932        $104,650
Gross margin                                                             7,973            9,372          12,968          11,188
Net earnings (loss)                                                     (1,286)           (416)           2,290             552
Basic earnings (loss) per common share                                   (.20)            (.06)             .35             .08
Diluted earnings (loss) per common share                                 (.20)            (.06)             .22             .05

Year ended March 31, 2001:
Net sales                                                             $131,159        $187,774         $248,109        $107,258
Gross margin                                                            11,468          13,630           10,821           8,243
Net earnings (loss)                                                      1,290           2,053           (1,116)         (1.414)
Basic earnings per common share (loss)                                     .20             .31             (.17)           (.22)
Diluted earnings per common share (loss)                                   .13             .20             (.17)           (.22)

</TABLE>

Earnings  for the fourth  quarter have  historically  reflected  adjustments  of
previously  estimated  raw  material  costs and  production  levels.  Due to the
dependence  on fruit and  vegetable  yields  of the  Company's  food  processing
segment, interim costing must be estimated.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>4
<FILENAME>ex21-10k02.txt
<DESCRIPTION>2002 SUBSIDIARIES
<TEXT>

                                   Exhibit 21

                              LIST OF SUBSIDIARIES

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

    Name                                                         State
    ----                                                         -----
    Marion Foods, Inc.                                           New York
    Seneca Foods International, Ltd.                             New York


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>5
<FILENAME>ex23-10k02.txt
<DESCRIPTION>CONSENT-2002 10-K
<TEXT>

                                   Exhibit 23

                          INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in  Post-Effective  Amendment No. 1
of Registration  Statement No. 333-12365 of Seneca Foods Corporation on Form S-8
of our reports dated May 24, 2002, appearing in and incorporated by reference in
this Annual Report on Form 10-K of Seneca Foods  Corporation  for the year ended
March 31, 2002.

/s/DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP

Rochester, New York
June 25, 2002

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