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<SEC-DOCUMENT>0000088948-02-000019.txt : 20020812
<SEC-HEADER>0000088948-02-000019.hdr.sgml : 20020812
<ACCEPTANCE-DATETIME>20020812103058
ACCESSION NUMBER:		0000088948-02-000019
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20020629
FILED AS OF DATE:		20020812

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-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-01989
		FILM NUMBER:		02725924

	BUSINESS ADDRESS:	
		STREET 1:		3736 SOUTH MAIN STREET
		CITY:			MARION
		STATE:			NY
		ZIP:			14534
		BUSINESS PHONE:		315 926 8100

	MAIL ADDRESS:	
		STREET 1:		3736 SOUTH MAIN STREET
		CITY:			MARION
		STATE:			NY
		ZIP:			14505

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

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SENECA GRAPE JUICE CORP
		DATE OF NAME CHANGE:	19710419

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PIERCE S S COMPANY INC
		DATE OF NAME CHANGE:	19861210
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>a10q0602.txt
<DESCRIPTION>JUNE 29, 2002 10-Q
<TEXT>
                                    Form 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549


                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



        For the Quarter Ended June 29, 2002 Commission File Number 0-1989
                              -------------                        ------

                            Seneca Foods Corporation
                            ------------------------
               (Exact name of Company as specified in its charter)

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

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


Company's telephone number, including area code          315/926-8100
                                                         ------------


                                 Not Applicable
                                 --------------
               Former name, former address and former fiscal year,
                          if changed since last report

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

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


The number of shares outstanding of each of the issuer's classes of common stock
at the latest practical date are:

             Class                          Shares Outstanding at July 31, 2002
             -----                          -----------------------------------
  Common Stock Class A, $.25 Par                         3,826,513
  Common Stock Class B, $.25 Par                         2,764,053


<PAGE>
<TABLE>

                          PART I FINANCIAL INFORMATION
                    SENECA FOODS CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                            (In Thousands of Dollars)
<CAPTION>


                                                                                                     6/29/02           3/31/02
                                                                                                     -------           -------
<S>                                                                                         <C>                <C>

ASSETS

Current Assets:
    Cash and Cash Equivalents                                                                $        31,029   $        24,973
    Accounts Receivable, Net                                                                          28,885            32,035
    Inventories:
        Finished Goods                                                                               109,740           135,727
        Work in Process                                                                                9,657             8,526
        Raw Materials                                                                                 46,500            37,582
                                                                                                     -------           -------
                                                                                                     165,897           181,835
    Off-Season Reserve (Note 2)                                                                       26,857                 -
    Deferred Income Tax Asset, Net                                                                     4,623             4,624
    Refundable Income Taxes                                                                              723             1,657
    Other Current Assets                                                                                 754               362
                                                                                              --------------   ---------------
        Total Current Assets                                                                         258,768           245,486
Property, Plant and Equipment, Net                                                                   150,019           155,189
Other Assets                                                                                           3,555             2,901
                                                                                              --------------   ---------------
                                                                                                    $412,342          $403,576
                                                                                                    ========          ========
             LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
    Accounts Payable                                                                         $        40,097   $        33,979
    Accrued Expenses                                                                                  24,863            25,078
    Current Portion of Long-Term Debt and Capital
        Lease Obligations                                                                             22,847            22,823
                                                                                             ---------------   ---------------
        Total Current Liabilities                                                                     87,807            81,880
Long-Term Debt                                                                                       148,989           149,430
Capital Lease Obligations                                                                              6,670             6,670
Deferred Income Taxes                                                                                  8,020             7,308
Other Long-Term Liabilities                                                                            7,462             7,165

10% Preferred Stock, Series A, Voting, Cumulative,
    Convertible, $.025 Par Value Per Share                                                                10                10
10% Preferred Stock, Series B, Voting, Cumulative,
    Convertible, $.025 Par Value Per Share                                                                10                10
6% Preferred Stock, Voting, Cumulative, $.25 Par Value                                                    50                50
Convertible, Participating Preferred Stock, $12
 Stated Value                                                                                         42,565            42,605
Common Stock                                                                                           2,829             2,827
Paid in Capital                                                                                       13,659            13,619
Accumulated Other Comprehensive Income                                                                 1,557             1,208
Retained Earnings                                                                                     92,714            90,794
                                                                                             ---------------   ---------------
        Stockholders' Equity                                                                         153,394           151,123
                                                                                             ---------------   ---------------
                                                                                                    $412,342          $403,576
                                                                                                    ========          ========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>


<PAGE>
<TABLE>

                                               SENECA FOODS CORPORATION AND SUBSIDIARIES
                                              CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                                              (Unaudited)
                                                   (In Thousands, except Share Data)
<CAPTION>

                                                                                       Three Months Ended
                                                                                       ------------------
                                                                                 6/29/02                6/30/01
                                                                                 -------                -------
<S>                                                                       <C>                      <C>

Net Sales                                                                 $          123,255       $         132,693

Costs and Expenses:
Cost of Product Sold                                                                 111,489                 124,720
Selling, General, and Administrative                                                   4,830                   5,067
Interest Expense                                                                       3,662                   4,915
                                                                          ------------------       -----------------

  Total Costs and Expenses                                                           119,981                 134,702
                                                                          ------------------       -----------------
Earnings (Loss) Before Income Taxes                                                    3,274                  (2,009)

Income Taxes                                                                           1,342                    (723)
                                                                          ------------------       -----------------

Net Earnings (Loss)                                                       $            1,932       $          (1,286)
                                                                           =================        ================

Basic:

  Earnings(Loss) Per Common Share                                                        .29                     (.20)
                                                                          ==================          ===============

Diluted:

  Earnings (Loss) Per Common Share                                                       .19                     (.20)
                                                                          ==================          ===============
<FN>
The accompanying notes are an integral part of these condensed financial
statements.
</FN>
</TABLE>

<PAGE>
<TABLE>

                                               SENECA FOODS CORPORATION AND SUBSIDIARIES
                                            CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                                              (Unaudited)
                                                            (In Thousands)
<CAPTION>

                                                                                       Three Months Ended
                                                                                       -------------------
                                                                                 6/29/02                6/30/01
                                                                                 -------                -------
<S>                                                                       <C>                     <C>


Cash Flows From Operating Activities:
    Net Earnings (Loss)                                                   $            1,932      $           (1,286)
    Adjustments to Reconcile Net Earnings (Loss)
      to Net Cash Provided by (Used in)
    Operating Activities:
        Depreciation and Amortization                                                  5,885                   6,108
        Deferred Income Taxes                                                            405                    (725)
        Changes in Working Capital:
          Accounts Receivable                                                          3,150                   2,339
          Inventories                                                                 15,938                  18,714
          Off-Season Reserve                                                         (26,857)                (35,865)
          Other Current Assets                                                          (392)                   (136)
          Income Taxes                                                                   934                    (601)
          Accounts Payable, Accrued
            Expenses, and Other Liabilities                                            6,200                  (3,355)
                                                                          ------------------       -----------------
  Net Cash Provided by (Used
      in) Operations                                                                   7,195                 (14,807)
                                                                          ------------------       -----------------

Cash Flows From Investing Activities:
    Additions to Property, Plant,
      and Equipment                                                                     (715)                 (4,314)
    Escrow Funds                                                                           -                  (1,525)
                                                                          ------------------       -----------------
  Net Cash Used in Investing
      Activities                                                                        (715)                 (5,839)
                                                                          ------------------       -----------------

Cash Flows From Financing Activities:
    Payments and Current Portion of Long-Term
      Debt and Capital Lease Obligations                                                (417)                   (170)
    Other                                                                                  5                       5
    Net Borrowings on Notes Payable                                                        -                  13,545
    Proceeds from the Issuance of Long-Term
      Debt                                                                                 -                   3,950
    Dividends                                                                            (12)                    (12)
  Net Cash (Used in) Provided by
      Financing Activities                                                              (424)                 17,318
                                                                          ------------------       -----------------
Net Increase (Decrease) in Cash and Short-
    Term Investments                                                                   6,056                  (3,328)
Cash and Short-Term Investments,
Beginning of Period                                                                   24,973                   5,391
                                                                          ------------------       -----------------
Cash and Short-Term Investments,
    End of Period                                                         $           31,029      $            2,063
                                                                          ==================      ==================
<FN>
The accompanying notes are an integral part of these condensed financial
statements.
</FN>
</TABLE>


<PAGE>


                    SENECA FOODS CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                  June 29, 2002

1.   Consolidated Condensed Financial Statements

     In the  opinion of  management,  the  accompanying  unaudited  consolidated
     condensed  financial  statements contain all adjustments,  which are normal
     and recurring in nature, necessary to present fairly the financial position
     of the Company as of June 29, 2002 and  results of its  operations  and its
     cash flows for the three  month  periods  ended June 29,  2002 and June 30,
     2001.  All  significant  intercompany  transactions  and accounts have been
     eliminated in  consolidation.  The March 31, 2002 balance sheet was derived
     from audited financial statements.

     The results of  operations  for the three month periods ended June 29, 2002
     and June 30,  2001 are not  necessarily  indicative  of the  results  to be
     expected for the full year.

     The accounting  policies followed by the Company are set forth in Note 1 to
     the Company's  financial  statements  in the 2002 Seneca Foods  Corporation
     Annual Report and 10-K.

     Other footnote disclosures normally included in annual financial statements
     prepared in accordance with generally accepted  accounting  principles have
     been  condensed  or  omitted.  It  is  suggested  that  these  consolidated
     condensed  financial  statements be read in conjunction  with the financial
     statements and notes included in the Company's 2002 Annual Report and 10-K.

2.   Off-Season  Reserve  is the  excess  of  absorbed  expenses  over  incurred
     expenses to date. During the first quarter of each year,  incurred expenses
     exceed absorbed  expenses due to timing of production.  The seasonal nature
     of the Company's Food Processing  business  results in a timing  difference
     between expenses  (primarily  overhead expenses) incurred and absorbed into
     product cost. All Off-Season Reserve balances are zero at fiscal year end.

3.   Comprehensive income consisted solely of Net  Earnings and  Net  Unrealized
     Gain Change on Moog, Inc. Stock.  The following table provides the  results
     for the periods presented:

                                                            Three Months Ended
                                                            ------------------
                                                           6/29/02      6/30/01
                                                           -------      -------

Net Earnings (Loss)                                         $1,932      $(1,286)

Other Comprehensive Earnings, Net of Tax:

  Net Unrealized Gain Change on
    Moog, Inc. Stock                                           349           30
                                                            -------------------

    Comprehensive Earnings (Loss)                           $2,281      $(1,256)
                                                            ===================



<PAGE>


                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                  OF FINANCIAL CONDITION RESULTS OF OPERATIONS

                                  June 29, 2002

Results of Operations:

Sales:  Total Sales reflect a decrease of 7.1% for the first three months versus
2001. The Company's  Alliance  business sales dollars  decreased by 19.1%.  This
decrease  was  primarily  a result of planned  reduction  in  asparagus  volume.
Non-Alliance sales dollars decreased by 1.3%.

Costs and Expenses:
The following table shows costs and expenses as a percentage of sales:

                                                         Three Months Ended
                                                         ------------------
                                                     6/29/02            6/30/01
                                                     -------            -------

Cost of Product Sold                                   90.4%             94.0%
Selling                                                 3.2               3.1
Administrative                                          0.7               0.7
Interest Expense                                        3.0               3.7
                                                       ----------------------

                                                       97.3%            101.5%
                                                       ======================

Higher selling  prices as compared to the prior year,  especially in the Private
Label Retail Canned,  Frozen and Branded  businesses,  were a major contributing
factor in improved  operating results.  In addition,  interest expense decreased
$1,253,000 as a result of lower interest rates and lower average debt balances.

Income Taxes:
The effective tax rate was 41% in 2002 and 36% in 2001.

Financial Condition: The financial condition of the Company is summarized in the
following table and explanatory review (In Thousands):
<TABLE>
<CAPTION>
                                                              For the Quarter                  For the Year
                                                                Ended June                      Ended March
                                                                ----------                      -----------
                                                             2002           2001             2002           2001
                                                             ----           ----             ----           ----
     <S>                                                 <C>             <C>             <C>            <C>

     Working Capital Balance                             $170,961        $164,944        $163,606       $163,367
     Quarter Change                                         7,355           1,577               -              -
     Notes Payable                                              -          38,045               -         24,500
     Long-Term Debt                                       155,659         174,495         156,100        171,346
     Current Ratio                                         2.95:1          2.38:1          3.00:1         2.49:1
</TABLE>

The change in the Working  Capital for the June 2002  quarter from the June 2001
quarter is largely due to higher  earnings in the current  year quarter than the
prior year  quarter  ($1,932,000  earnings as compared to  $1,286,000  loss last
year)  and lower  capital  expenditures,  which  were  $0.7  million  in 2002 as
compared to $4.3 million in 2001.  This was partially  offset by new debt issued
in 2001 of $4.0 million primarily to fund an expansion in Yakima, Washington.

See Consolidated Condensed Statements of Cash Flows for further details.


<PAGE>


                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                                  June 29, 2002


Quantitative and Qualitative Disclosures about Market Risk:

The Company has not  experienced  any material  changes in Market Risk since our
March 31, 2002 report.

Forward-Looking Statements

Except for the historical information contained herein, the matters discussed in
this 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.

Critical Accounting Policies

In the first quarter  ended June 29, 2002,  the Company sold for cash, on a bill
and hold basis,  $23,377,000 of Green Giant finished goods  inventory to General
Mills  Operations,  Inc.  ("GMOI").  At the time of the sale of the Green  Giant
vegetables  to  the  GMOI,  the  aforementioned  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 Green Giant finished goods inventory.

Off-Season  Reserve is the excess of absorbed expenses over incurred expenses to
date.  During the first quarter of each year,  incurred expenses exceed absorbed
expenses due to timing of production.  The seasonal nature of the Company's Food
Processing  business results in a timing difference between expenses  (primarily
overhead  expenses)  incurred and absorbed  into product  cost.  All  Off-Season
Reserve balances are zero at fiscal year end.

Alliance Agreement Amendment

On May 23, 2002, the Company,  The Pillsbury Company,  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.

Recently Issued Accounting Standard

In April 2002, the FASB issued SFAS No. 145,  "Rescission of FASB Statements No.
4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical  Corrections."
SFAS No. 145 rescinds several statements, including SFAS No. 4, "Reporting Gains
and Losses  from  Extinguishment  of Debt."  The  statement  also makes  several
technical corrections to other existing authoritative  pronouncements.  SFAS No.
145 is effective in May 2002,  except for the rescission of SFAS No. 4, which is
effective  in April 2003.  The Company  does not expect the adoption of SFAS No.
145 to have a significant impact on its consolidated financial statements.



<PAGE>


PART II - OTHER INFORMATION


Item 1.               Legal Proceedings

                      None.

Item 2.               Changes in Securities

                      None.

Item 3.               Defaults on Senior Securities

                      None.

Item 4.               Submission of Matters to a Vote of Security Holders

                      None.

Item 5.               Other Information

                      None.

Item 6.               Exhibits and Reports on Form 8-K

A.       Exhibits

11      (11) Computation of earnings per share (filed herewith)

Reports on Form 8-K - a report was filed in June 2002 related to an Amended
Alliance Agreement.



<PAGE>


                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly  caused  this  report  to be signed  on its  behalf by the  undersigned
thereunto duly authorized.





                                                   Seneca Foods Corporation
                                                   ------------------------
                                                            (Company)



                                                   /s/Kraig H. Kayser
                                                   ------------------------

August 12, 2002                                    Kraig H. Kayser
                                                   President and
                                                   Chief Executive Officer


                                                   /s/Jeffrey L. Van Riper
                                                   ------------------------

August 12, 2002                                    Jeffrey L. Van Riper
                                                   Controller and
                                                   Chief Accounting Officer




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-11
<SEQUENCE>4
<FILENAME>ex11602.txt
<TEXT>
<TABLE>

                                   EXHIBIT 11

                    SENECA FOODS CORPORATION AND SUBSIDIARIES
                        COMPUTATION OF EARNINGS PER SHARE

                        (In thousands except share data)

<CAPTION>


                                                                                                  Three Months Ended
                                                                                                  ------------------
                                                                                                6/29/02         6/30/01
                                                                                                -------         -------
<S>                                                                                    <C>                 <C>

Basic Net Earnings (Loss) Applicable to Common Stock:

Net Earnings (Loss)                                                                     $            1,932 $        (1,286)
  Deduct Preferred Cash Dividends                                                                        6               6
                                                                                        ----------------------------------
  Net Earnings (Loss) Applicable to
      Common Stock                                                                      $            1,926 $        (1,292)
                                                                                        ==================================

Weighted Average Common Shares Outstanding
  for Primary Earnings per Share                                                                 6,588,637       6,582,359
                                                                                        ==================================

Basic Earnings (Loss) Per Share                                                         $              .29 $          (.20)
                                                                                        ==================================

Diluted Net Earnings (Loss) Applicable to Common Stock:

Net Earnings (Loss) Applicable to
  Common Stock                                                                          $            1,926 $        (1,292)
Add Back Preferred Cash Dividends                                                                        5               -
                                                                                        ----------------------------------
Net Earnings (Loss) Applicable to
      Common Stock                                                                      $            1,931 $        (1,292)
                                                                                        ==================================

Weighted Average Common
  Shares Outstanding                                                                             6,588,637       6,582,359
Effect of Convertible Preferred Stock                                                            3,636,734               -
                                                                                        ----------------------------------
Weighted Average Common Shares Outstanding
for Diluted Earnings per Share                                                                  10,225,371       6,582,359
                                                                                        ==================================

Diluted Earnings (Loss) Per Share                                                       $              .19 $          (.20)
                                                                                        ==================================
</TABLE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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