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<SEC-DOCUMENT>0000088948-02-000024.txt : 20021108
<SEC-HEADER>0000088948-02-000024.hdr.sgml : 20021108
<ACCEPTANCE-DATETIME>20021108170441
ACCESSION NUMBER:		0000088948-02-000024
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20020928
FILED AS OF DATE:		20021108

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:		02814661

	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>a10q0902.txt
<DESCRIPTION>SEPTEMBER 28, 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 September 28, 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 October 31, 2002

  Common Stock Class A, $.25 Par                       3,826,563
  Common Stock Class B, $.25 Par                       2,764,053


<PAGE>
<TABLE>


                                                  PART I ITEM 1 FINANCIAL INFORMATION
                                               SENECA FOODS CORPORATION AND SUBSIDIARIES
                                                 CONSOLIDATED CONDENSED BALANCE SHEETS
                                                       (In Thousands of Dollars)
<CAPTION>

                                                                                                    9/28/02            3/31/02
                                                                                                    -------            -------
<S>                                                                                          <C>               <C>

ASSETS

Current Assets:
    Cash and Cash Equivalents                                                                $        60,738   $        24,973
    Accounts Receivable, Net                                                                          36,617            32,035
    Inventories:
        Finished Goods                                                                               246,929           135,727
        Work in Process                                                                               42,727             8,526
        Raw Materials                                                                                 23,217            37,582
                                                                                                      ------            ------
                                                                                                     312,873           181,835
    Off-Season Reserve (Note 2)                                                                      (46,666)                -
    Deferred Income Tax Asset, Net                                                                     4,624             4,624
    Refundable Income Taxes                                                                            1,075             1,657
    Other Current Assets                                                                                 433               362
                                                                                              --------------   ---------------
        Total Current Assets                                                                         369,694           245,486
Property, Plant and Equipment, Net                                                                   145,200           155,189
Other Assets                                                                                           3,047             2,901
                                                                                              --------------   ---------------
                                                                                                    $517,941          $403,576
                                                                                                    ========          ========
             LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
    Accounts Payable                                                                         $       133,480   $        33,979
    Accrued Expenses                                                                                  34,170            25,078
    Current Portion of Long-Term Debt and Capital
        Lease Obligations                                                                             22,873            22,823
                                                                                             ---------------   ---------------
        Total Current Liabilities                                                                    190,523            81,880
Long-Term Debt                                                                                       148,538           149,430
Capital Lease Obligations                                                                              6,670             6,670
Deferred Income Taxes                                                                                  9,220             7,308
Other Long-Term Liabilities                                                                            7,762             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                                                                                         42,564            42,605
Common Stock                                                                                           2,829             2,827
Paid in Capital                                                                                       13,659            13,619
Accumulated Other Comprehensive Income                                                                 1,302             1,208
Retained Earnings                                                                                     94,804            90,794
                                                                                             ---------------   ---------------
        Stockholders' Equity                                                                         155,228           151,123
                                                                                             ---------------   ---------------
                                                                                                    $517,941          $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
                                                                                       ------------------
                                                                                 9/28/02                9/29/01
                                                                                 -------                -------
<S>                                                                       <C>                      <C>

Net Sales                                                                 $          183,806       $         176,800

Costs and Expenses:
Cost of Product Sold                                                                 171,632                 167,428
Selling, General, and Administrative                                                   4,657                   5,091
Other Expense                                                                            620                     321
Interest Expense                                                                       3,578                   4,610
                                                                          ------------------       -----------------

  Total Costs and Expenses                                                           180,487                 177,450
                                                                          ------------------       -----------------

Earnings (Loss) Before Income Taxes                                                    3,319                    (650)

Income Taxes                                                                           1,229                    (234)
                                                                          ------------------       -----------------

Net Earnings (Loss)                                                       $            2,090       $            (416)
                                                                           =================        ================

Basic:

  Earnings(Loss) Per Common Share                                         $              .32       $            (.06)
                                                                             ===============         ===============

Diluted:

  Earnings (Loss) Per Common Share                                        $              .20       $            (.06)
                                                                             ===============         ===============
<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 INCOME
                                                              (Unaudited) (In
                                                   Thousands, except Share Data)
<CAPTION>

                                                                                        Six Months Ended
                                                                                        ----------------
                                                                                 9/28/02                9/29/01
                                                                                 -------                -------
<S>                                                                       <C>                      <C>

Net Sales                                                                 $          307,061       $         309,493

Costs and Expenses:
Cost of Product Sold                                                                 283,121                 292,148
Selling, General, and Administrative                                                   9,487                  10,158
Other Expense                                                                            620                     321
Interest Expense                                                                       7,240                   9,525
                                                                          ------------------       -----------------

  Total Costs and Expenses                                                           300,468                 312,152
                                                                          ------------------       -----------------

Earnings (Loss) Before Income Taxes                                                    6,593                  (2,659)

Income Taxes                                                                           2,571                    (957)
                                                                          ------------------       -----------------

Net Earnings (Loss)                                                       $            4,022       $          (1,702)
                                                                           =================        ================

Basic:

  Earnings(Loss) Per Common Share                                         $              .61       $            (.26)
                                                                           =================         ===============

Diluted:

  Earnings (Loss) Per Common Share                                        $              .39       $            (.26)
                                                                           =================         ===============
<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>

                                                                                        Six Months Ended
                                                                                        ----------------
                                                                                 9/28/02                9/29/01
                                                                                 -------                -------
<S>                                                                      <C>                      <C>

Cash Flows From Operations:
    Net Earnings (Loss)                                                   $            4,022      $           (1,702)
    Adjustments to Reconcile Net Earnings (Loss)
      to Net Cash Provided by
    Operating Activities:
        Depreciation and Amortization                                                 11,489                  12,056
        Deferred Income Taxes                                                          1,851                    (959)
        Impairment provision and Other
        Expenses                                                                         620                     321
        Changes in Working Capital:
          Accounts Receivable                                                         (4,582)                (18,542)
          Inventories                                                               (131,038)               (133,706)
          Off-Season Reserve                                                          46,046                  45,249
          Other Current Assets                                                           (71)                   (284)
          Income Taxes                                                                   582                    (939)
          Accounts Payable, Accrued
            Expenses, and Other Liabilities                                          109,190                  99,248
                                                                          ------------------       -----------------

  Net Cash Provided by Operations                                                     38,109                     742
                                                                          ------------------       -----------------

Cash Flows From Investing Activities:
    Additions to Property, Plant,
      and Equipment                                                                   (1,499)                 (9,139)
    Disposals of Property, Plant,
      And Equipment                                                                        -                      94
    Escrow Funds                                                                           -                     308
                                                                          ------------------       -----------------
  Net Cash Used in Investing
      Activities                                                                      (1,499)                 (8,737)
                                                                          ------------------       -----------------

Cash Flows From Financing Activities:
    Payments of Long-Term Debt and Capital
      Lease Obligations                                                                 (842)                   (432)
    Other                                                                                  9                       9
    Proceeds from the Issuance of Long-Term
      Debt                                                                                 -                   6,912
    Net Borrowings on Notes Payable                                                        -                   1,500
    Dividends                                                                            (12)                    (12)
                                                                          ------------------       -----------------
  Net Cash (Used in) Provided by
      Financing Activities                                                              (845)                  7,977
                                                                          ------------------       -----------------
Net Increase (Decrease) in Cash and Short-
    Term Investments                                                                  35,765                     (18)
Cash and Short-Term Investments,
Beginning of Period                                                                   24,973                   5,391
                                                                          ------------------       -----------------
Cash and Short-Term Investments,
    End of Period                                                         $           60,738      $            5,373
                                                                          ==================      ==================
<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

                               September 28, 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 September 28, 2002 and results of its
       operations and its cash flows for the interim periods presented. 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 and six month periods ended
       September 28, 2002 and September 29, 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 Form 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 Form 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:

                                                            Six Months Ended
                                                            ----------------
                                                         9/28/02      9/29/01
                                                         -------      -------

Net Earnings (Loss)                                      $4,022       $(1,702)

Other Comprehensive Earnings, Net of Tax:

  Net Unrealized Gain Change on
    Moog, Inc. Stock                                        (94)           38
                                                         --------------------

    Comprehensive Earnings (Loss)                        $4,116       $(1,664)
                                                         ====================



<PAGE>


                   ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                               September 28, 2002

Results of Operations:

Sales:  Total sales  reflect an increase of 4.0% for the second  quarter  versus
2001.  The  Company's  Alliance  business  sales  dollars  increased  by  10.7%.
Non-Alliance  sales dollars  decreased by 1.7%. For the six month period,  total
sales  decreased 0.7%, of which  Non-Alliance  sales decreased 1.5% and Alliance
sales increased 0.3% versus the same period last year.

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

                       Three Months Ended                Six Months Ended
                       ------------------                ----------------
                       9/28/02       9/29/01          9/28/02         9/29/01
                       -------       -------          -------         -------

Cost of Product Sold      93.4%         94.7%           92.2%            94.4%
Selling                    2.1           2.4             2.5              2.7
Other Expense              0.3           0.2             0.2              0.1
Administrative             0.5           0.5             0.6              0.6
Interest Expense           1.9           2.6             2.4              3.1
                          ---------------------------------------------------
                          98.2%        100.4%           97.9%           100.9%
                          ====================================================

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
$1,032,000  for the second quarter as a result of lower interest rates and lower
average debt  balances.  Other  expense in the current  period is an  impairment
charge while in the prior period, other expense is a severance accrual.

Income Taxes:
The effective tax rate was 39% 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):

                                For the Quarter                 For the Year
                                Ended September                 Ended March
                                ---------------                 -----------
                              2002           2001             2002       2001
                              ----           ----             ----       ----

     Working Capital Balance $179,171      $169,463       $163,606    $163,367
     Quarter Change             8,210         4,519              -           -
     Notes Payable                  -        26,000              -      24,500
     Long-Term Debt           155,208       176,864        156,100     171,346
     Current Ratio             1.94:1        1.80:1         3.00:1      2.49:1

The change in Working Capital for the September 2002 quarter from the September
2001 quarter is largely due to higher earnings in the current year quarter than
the prior year quarter ($2,090,000 earnings as compared to $416,000 loss last
year) and lower capital expenditures, which were $0.8 million in 2002 as
compared to $4.8 million in 2001. This was partially offset by new debt issued
in 2001 of $3.0 million.

See Consolidated Condensed Statements of Cash Flows for further details.


<PAGE>


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

                               September 28, 2002

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 six months ended  September 28, 2002, the Company sold for cash, on
a bill and hold basis,  $94,280,000 of Green Giant  finished goods  inventory to
General Mills Operations,  Inc.  ("GMOI").  At the time of the sale of the Green
Giant  vegetables  to 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.

Trade  promotions  are an important  component of the sales and marketing of the
Company's  branded  products,  and are critical to the support of the  business.
Trade  promotion  costs  include  amounts paid to  encourage  retailers to offer
temporary  price  reductions for the sale of our products to consumers,  amounts
paid to obtain favorable  display  positions in retailers'  stores,  and amounts
paid to  customers  for  shelf  space  in  retail  stores.  Accruals  for  trade
promotions are recorded primarily at the time of sale of product to the customer
based on  expected  levels  of  performance.  Settlement  of  these  liabilities
typically occurs in subsequent  periods primarily through an authorized  process
for  deductions  taken by a  customer  from  amounts  otherwise  due to us. As a
result,  the  ultimate  cost of a trade  promotion  program is  dependent on the
relative  success of the events and the actions and level of deductions taken by
customers  for amounts they  consider due to them.  Final  determination  of the
permissible deductions may take extended periods of time.


<PAGE>



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 Standards

In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit and Disposal Activities. This statement revises the accounting for exit and
disposal activities under EITF Issue No. 94-3, Liability Recognition for Certain
Employee Termination Benefits and other Costs to Exit an Activity,  by spreading
out the reporting of expenses related to restructuring activities. Commitment to
a plan to exit an  activity  or dispose of  long-lived  assets will no longer be
sufficient  to record a one-time  charge for most  anticipated  costs.  Instead,
companies will record exit or disposal costs when they are "incurred" and can be
measured at fair value, and they will subsequently adjust the recorded liability
for  changes  in  estimated  cash  flows.  The  provisions  of SFAS No.  146 are
effective prospectively for exit or disposal activities initiated after December
31, 2002.  Companies may not restate previously issued financial  statements for
the  effect of the  provisions  of SFAS No. 146 and  liabilities  that a company
previously  recorded under EITF Issue 94-3 are  grandfathered.  The Company does
not  expect  the  adoption  of SFAS No.  146 to have a  material  impact  on its
consolidated financial statements.

        ITEM 3 Quantitative and Qualitative Disclosures about Market Risk

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

                         ITEM 4 Controls and Procedures

(a)  Disclosure  controls  and  procedures.  Within 90 days  before  filing this
report,  we  evaluated  the  effectiveness  of the design and  operation  of our
disclosure  controls and procedures.  Our disclosure controls and procedures are
the  controls  and other  procedures  that we designed to ensure that we record,
process,  summarize  and  report  in a timely  manner  the  information  we must
disclose in reports that we file with or submit to the SEC. Kraig H. Kayser, our
President and Chief Executive Officer,  and Philip G. Paras, our Chief Financial
Officer, reviewed and participated in this evaluation. Based on this evaluation,
Messrs. Kayser and Paras concluded that, as of the date of their evaluation, our
disclosure controls were effective.

(b) Internal controls.  Since the date of the evaluation  described above, there
have not been any significant  changes in our internal accounting controls or in
other factors that could significantly affect those controls.



<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)

(b)      Reports on Form 8-K


         (1)      Form 8-K Filed August 12, 2002

          Regulation FD Disclosure. Certifications by the Chief Executive
          Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350
          as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
          to accompany the Quarterly  Report on Form 10-Q for the quarterly
          period ended June 29, 2002.


<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
                                                    ------------------------

November 8, 2002                                    Kraig H. Kayser
                                                    President and
                                                    Chief Executive Officer


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

November 8, 2002                                    Jeffrey L. Van Riper
                                                    Controller and
                                                    Chief Accounting Officer



<PAGE>


                                 CERTIFICATIONS


I, Kraig H. Kayser, certify that:

1.  I have  reviewed  this  quarterly  report  on  Form  10-Q  of  Seneca  Foods
Corporation;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Dated: November 8, 2002         By:       /s/Kraig H. Kayser
                                          ---------------------------------
                                          Kraig H. Kayser
                                          President and Chief Executive
                                          Officer



I, Philip G. Paras, certify that:

1.  I have  reviewed  this  quarterly  report  on  Form  10-Q  of  Seneca  Foods
Corporation;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Dated: November 8, 2002         By:      /s/Philip G. Paras
                                          --------------------------------
                                          Philip G. Paras
                                          Chief Financial Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-11
<SEQUENCE>3
<FILENAME>ex11902.txt
<TEXT>

<TABLE>

                                                              EXHIBIT 11

                                               SENECA FOODS CORPORATION AND SUBSIDIARIES
                                                   COMPUTATION OF EARNINGS PER SHARE

                                                   (In thousands except share data)



<CAPTION>
                                                                  Three Months Ended                  Six Months Ended
                                                                  ------------------                  ----------------
                                                                9/28/02        9/29/01             9/28/02         9/29/01
                                                                -------        -------             -------         -------
<S>                                                 <C>                 <C>             <C>                <C>
Basic Net Earnings (Loss) Applicable
  to Common Stock:

Net Earnings (Loss)                                 $            2,090  $        (416)  $            4,022 $        (1,702)
  Deduct Preferred Cash Dividends                                    6              6                   12              12
                                                     ---------------------------------------------------------------------
Net Earnings (Loss) Applicable to
      Common Stock                                  $            2,084  $        (422)  $            4,010 $        (1,714)
                                                    ======================================================================

Weighted Average Common Shares
  Outstanding for Primary Earnings
  per Share                                                      6,591          6,585                6,590           6,583
                                                    ======================================================================

Basic Earnings (Loss) Per Share                     $              .32  $        (.06)  $              .61          $ (.26)
                                                    ======================================================================

Diluted Net Earnings (Loss) Applicable to Common Stock:

Net Earnings (Loss) Applicable to
  Common Stock                                      $            2,084  $        (422)  $            4,010 $        (1,714)
Add Back Preferred Cash Dividends                                    5              -                   10               -
                                                    ----------------------------------------------------------------------
Net Earnings (Loss) Applicable to
      Common Stock                                  $            2,089  $        (422)  $            4,020 $        (1,714)
                                                    ======================================================================

Weighted Average Common
  Shares Outstanding                                             6,591          6,585                6,590           6,583
Effect of Convertible Preferred Stock                            3,634              -                3,635               -
                                                    ----------------------------------------------------------------------
Weighted Average Common Shares
  Outstanding for Diluted Earnings
  per Share                                                     10,225          6,585               10,225           6,583
                                                     =====================================================================

Diluted Earnings (Loss) Per Share                    $             .20  $        (.06)  $              .39  $         (.26)
                                                     =====================================================================
</TABLE>

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