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<SEC-DOCUMENT>0000088948-03-000029.txt : 20030905
<SEC-HEADER>0000088948-03-000029.hdr.sgml : 20030905
<ACCEPTANCE-DATETIME>20030905163403
ACCESSION NUMBER:		0000088948-03-000029
CONFORMED SUBMISSION TYPE:	10-K/A
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20030331
FILED AS OF DATE:		20030905

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/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-01989
		FILM NUMBER:		03884151

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

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

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SENECA GRAPE JUICE CORP
		DATE OF NAME CHANGE:	19710419
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K/A
<SEQUENCE>1
<FILENAME>a10k03.txt
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K/A

                                Amendment No. 1

                Annual Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

For the fiscal year-ended March 31, 2003                  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
  incorporation or organization)                            Identification No.)


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 May 30, 2003 was approximately $94,573,000.

Common shares outstanding as of May 30, 2003 were Class A:  3,911,480,
Class B: 2,764,005.

Documents Incorporated by Reference:

(1) Proxy Statement to be issued prior to June 30, 2003 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, 2003 (the "2003 Annual Report") applicable to Part II, Items 5-8 and Part
IV, Item 14 of Form 10-K/A.


<PAGE>
                          Explanatory Note on Amendment

This amendment No. 1 on Form 10-K/A is being filed to reflect the restatement of
basic earnings per common share in order to include the Company's  participating
convertible  preferred  stock in the  calculation of weighted  average number of
shares  outstanding for basic earnings per share purposes,  as discussed in Note
15 to the  Company's  Consolidated  Financial  Statements  included  at  Item 8.
Previously  reported  diluted  earnings  per share are not  affected  and remain
unchanged.

For convenience, the Company is restating its Form 10-K for the year ended March
31, 2003 in its entirety.

<PAGE>


<TABLE>

                                            TABLE OF CONTENTS
                                  FORM 10-K/A ANNUAL REPORT - FISCAL 2003
                                        SENECA FOODS CORPORATION


<CAPTION>
PART I.                                                                                                       Pages
                                                                                                              -----
    <S>           <C>                                                                                          <C>


    Item 1.       Business                                                                                      1-4
    Item 2.       Properties                                                                                      4
    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                        5
    Item 6.       Selected Financial Data                                                                         5
    Item 7.       Management's Discussion and Analysis of Financial Condition and Results
                  of Operations                                                                                   5
    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                                              6
    Item 11.      Executive Compensation                                                                          6
    Item 12.      Security Ownership of Certain Beneficial Owners and Management
                  and Related Security Holder Matters                                                             6
    Item 13.      Certain Relationships and Related Transactions                                                  6
    Item 14.      Controls and Procedures                                                                         6

PART IV.

    Item 16.      Exhibits, Financial Statements Schedules and Reports on Form 8-K                             8-12

SIGNATURES                                                                                                    13-14

CERTIFICATIONS                                                                                                15-16

</TABLE>

<PAGE>




                                     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 was
acquired by General Mills Operations,  Inc. ("GMOI"), that created the Company's
most  significant  business  relationship.  Under the  Alliance  Agreement,  the
Company has packed  canned and frozen  vegetables  carrying  GMOI's  Green Giant
brand name.

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.

On May 27,  2003,  the  Company  completed  the  acquisition  of the  membership
interest in Chiquita Processed Foods, L.L.C. from Chiquita Brands International,
Inc. The acquisition of this canned  vegetable  business is expected to increase
the Company's annual sales by approximately $250 million.

The Company's  Internet  address is  WWW.SENECAFOODS.COM.  The Company's  annual
report on Form 10-K,  the  Company's  quarterly  reports  on Form 10-Q,  current
reports  on Form 8-K and any  amendments  to those  reports  filed or  furnished
pursuant to Section  13(a) or 15(d) of the  Securities  Exchange Act of 1934 are
available on the Company's web site,  as soon as  reasonably  practicable  after
they are electronically  filed with or furnished to the SEC. All such filings on
the Company's web site are available free of charge.

                  Financial Information about Industry Segments

The Company's business activities are conducted in food and non-food operations.
The food operation constitutes 99% 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 1% 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.



<PAGE>


The following table summarizes net sales by major product category for the years
ended March 31, 2003, 2002, and 2001:
<TABLE>
<CAPTION>

Classes of similar products/services:                    2003                2002                  2001
- ------------------------------------------------------------------------------------------------------------

                                                                          (In thousands)
<S>                                                   <C>                 <C>                 <C>

Net Sales:
   Green Giant vegetables                             $       252,059     $       258,412     $      290,346
   Canned vegetables                                          328,907             333,048            326,224
   Frozen vegetables                                           30,422              25,165             22,052
   Fruit and chip products                                     20,784              19,982             20,092
   Flight operations                                            3,897               5,588              5,905
   Other                                                        8,310               8,880              9,681
- ------------------------------------------------------------------------------------------------------------

                                                      $       644,379     $       651,075     $      674,300
============================================================================================================
</TABLE>


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.



<PAGE>



                            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 10% of
the  Company's  processed  foods  were  packed for  retail  customers  under the
Company's  branded  labels  of  Libby's(R),  Blue  Boy(R),  Aunt  Nellie's  Farm
Kitchen(R),  and  Seneca(R).  About 15% of the  processed  foods were packed for
institutional  food  distributors  and 35% of processed foods were retail packed
under the  private  label of  customers.  The  remaining  40% is sold  under the
Alliance Agreement with GMOI (see note 13 to Consolidated  Financial  Statements
included at 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 GMOI 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 2003 Annual Report is incorporated by reference.

                            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 was 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
sought civil penalties  against the Company.  The State alleged that the Company
stored  and/or  disposed  of two  different  types of  materials  at a Wisconsin
facility in violation of applicable laws. The Company  cooperated with Wisconsin
authorities  to remove the materials  and complete  remediation  activities  but
contested 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.  During 2003,  the
Company  reached a settlement  amount with the State of $242,000 which satisfied
both issues.


                                                     Employment

         Food processing  -         Full time              1,854
                          -         Seasonal                 364
                                                       ---------
                                                           2,218
                                    Other                     81
                                                       ---------

                                                           2,299
                                                       =========


<PAGE>



The Company has four  collective  bargaining  agreements with three union locals
covering  approximately  503 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 2005. The remaining  agreement expires
in calendar 2006.


                               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  1,448,000  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 five facilities in Wisconsin provide  approximately  5,682,000 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.

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.

The Company's air charter  division has a 42,000 square foot facility,  which is
owned by the Company.

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 to
Consolidated  Financial  Statements included at 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 in Item 1 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.



<PAGE>



                                     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
2003 Annual Report included as Exhibit 13, "Shareholder  Information",  which is
incorporated by reference.


                                     Item 6

                             Selected Financial Data

Refer  to the  information  in the  2003  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 2003 Annual Report, "Management's Discussion and
Analysis  of  Financial   Condition  and  Results  of   Operations",   which  is
incorporated by reference.


                                     Item 7A

           Quantitative and Qualitative Disclosures about Market Risk

Refer  to  the  information  in  the  2003  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 2003 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>


                                    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.


                                     Item 14

                             Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

The Company  maintains  disclosure  controls and procedures that are designed to
ensure that  information  required to be disclosed in its periodic  filings with
the SEC is (a)  accumulated and  communicated  to the Company's  management in a
timely manner and (b) recorded,  processed,  summarized and reported  within the
time  periods  specified  in the SEC's rules and forms.  Based on an  evaluation
within  90  days  prior  to the  filing  date of this  report  of the  Company's
disclosure  controls and procedures,  the Company's chief executive  officer and
chief  financial  officer  concluded  that the  design  and  operation  of these
controls and procedures are effective.

(b) Changes in internal controls.

The Company also  maintains a system of internal  accounting  controls  that are
designed to provide  reasonable  assurance that its books and records accurately
reflect its  transactions  and that its policies and  procedures  are  followed.
There have been no significant changes in the Company's internal controls, or in
other factors that could significantly affect these controls,  subsequent to the
date of the most recent evaluation of these controls by these officers.


<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, 2003 and 2002, and for each of the
three  years in the period  ended  March 31,  2003,  and have  issued our report
thereon dated May 21, 2003 (September 3, 2003, as to Note 10 and Note 15) (which
report  expresses an unqualified  opinion and includes an explanatory  paragraph
relating to the restatement  discussed in Note 15); such consolidated  financial
statements  and report are included in Exhibit 13 of this annual  report on Form
10-K/A. Our audits also included the consolidated  financial  statement schedule
of  Seneca  Foods  Corporation,  listed  in  Item  16(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 21, 2003 (September 3, 2003 as to
  Note 10 and Note 15 referenced above)




<PAGE>



                                     PART IV


                                     Item 16

        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, 2003, are
incorporated by reference in Item 8:

     Consolidated Statements of Net Earnings - Years ended March 31, 2003, 2002
and 2001

     Consolidated Balance Sheets - March 31, 2003 and 2002

     Consolidated Statements of Cash Flows - Years ended March 31, 2003, 2002
and 2001

     Consolidated Statements of Stockholders' Equity - Years ended March 31,
2003, 2002 and 2001

     Notes to Consolidated Financial Statements - Years ended March 31, 2003,
2002 and 2001

     Independent Auditors' Report

                                                                          Pages

      2. Supplemental Schedule:

       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.



<PAGE>



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; as amended by the Company's 8-K
dated June 10, 2003.

     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
as amended by the Company's 8-K dated June 10, 2003. The Company will furnish,
upon request to the SEC, a copy of any instrument defining the rights of any
holder of Long-Term Debt.



<PAGE>


     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.
Incorporated by reference to the Company's 8-K dated June 10, 2003 for the
Purchase Agreement by and among Seneca Foods Corporation, Chiquita Brands
International, Inc. and Friday Holdings, L.C.C. dated as of March 6, 2003.

     No. 13 - The material contained in the 2003 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

     No. 23 - Consent of Deloitte & Touche LLP

B. Reports on Form 8-K

An 8-K filed March 7, 2003 related to the signing of a Definitive Agreement
related to the Purchase of Assets.


<PAGE>


Schedule II
<TABLE>

                                    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>

Year-ended March 31, 2003:
      Allowance for doubtful accounts         $        605  $        390  $    ---          $234 (a)  $     761
                                              ===================================================================

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
                                              ===================================================================

<FN>
(a) Accounts written off, net of recoveries.
</FN>
</TABLE>



<PAGE>



<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                          September 5, 2003
                             -----------------------
                                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


                               Chairman and Director           September 5, 2003
- --------------------
Arthur S. Wolcott



                               President, Chief Executive      September 5, 2003
- ------------------               Officer, and Director
Kraig H. Kayser



                               Chief Financial Officer         September 5, 2003
- ------------------
Philip G. Paras



                               Controller and Secretary        September 5, 2003
- -----------------------         (Principal Accounting Officer)
Jeffrey L. Van Riper



                               Director                        September 5, 2003
- -----------------
Arthur H. Baer



                               Director                        September 5, 2003
- -----------------
Andrew M. Boas



                               Director                        September 5, 2003
- ------------------
Robert T. Brady


<PAGE>


Continued


Signature                       Title                              Date


                               Director                        September 5, 2003
- -------------------
Douglas F. Brush



                               Director                        September 5, 2003
- --------------------
Edward O. Gaylord



                                Director                       September 5, 2003
- ----------------------
G. Brymer Humphreys



                               Director                        September 5, 2003
- ------------------
Susan W. Stuart

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>2
<FILENAME>ex31210ka03.txt
<DESCRIPTION>PGP
<TEXT>
                                  EXHIBIT 31.2

                                  CERTIFICATION


I, Philip G. Paras, certify that:

1.       I have reviewed this annual report on Form 10-K/A of Seneca Foods
         Corporation;

2.       Based on my knowledge, this 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 report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this 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 report;

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

(a)      Designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, 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 report is being prepared;

(b)      Evaluated the effectiveness of the Registrant's disclosure controls and
         procedures and presented in this report our conclusions about the
         effectiveness of the disclosure controls and procedures, as of the end
         of the period covered by this report based on such evaluation; and

(c)      Disclosed in this report any change in the Registrant's internal
         control over financial reporting that occurred during the Registrant's
         most recent fiscal quarter (the Registrant's fourth fiscal quarter in
         the case of an annual report) that has materially affected, or is
         reasonably likely to materially affect, the Registrant's internal
         control over financial reporting; and

5.       The Registrant's other certifying officer(s) and I have disclosed,
         based on our most recent evaluation of internal control over financial
         reporting, to the Registrant's auditors and the audit committee of the
         Registrant's board of directors (or persons performing the equivalent
         functions):

(a)      All significant deficiencies and material weaknesses in the design or
         operation of internal control over financial reporting which are
         reasonably likely to adversely affect the Registrant's ability to
         record, process, summarize and report financial information; and

(b)      Any fraud, whether or not material, that involves management or other
         employees who have a significant role in the Registrant's internal
         control over financial reporting.

Dated: September 5, 2003 By:/s/Philip G. Paras
                            --------------------------------
                               Philip G. Paras
                               Chief Financial Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>3
<FILENAME>ex3210ka03.txt
<TEXT>
                                   EXHIBIT 32


                            CERTIFICATION PURSUANT TO
                            18. U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report of Seneca Foods Corporation
(the "Registrant") on Form 10-K/A for the period ended March 31, 2003 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
we, Kraig H. Kayser, Chief Executive Officer and Philip G. Paras, Chief
Financial Officer of the Registrant, certify, pursuant to 18 U.S.C. 1350, as
adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that, to our
knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) The information contained in the report fairly presents, in all material
respects, the financial condition and results of operations of the Registrant.

                                                     /s/Kraig H. Kayser
                                                     -------------------
                                                        Kraig H. Kayser
                                                        Chief Executive Officer
                                                        September 5, 2003

                                                     /s/Philip G. Paras
                                                     ---------------------
                                                        Philip G. Paras
                                                        Chief Financial Officer
                                                        September 5, 2003


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>4
<FILENAME>ex31110ka03.txt
<DESCRIPTION>KHK
<TEXT>
                                  EXHIBIT 31.1

                                  CERTIFICATION

I, Kraig H. Kayser, certify that:

1.       I have reviewed this annual report on Form 10-K/A of Seneca Foods
         Corporation;

2.       Based on my knowledge, this 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 report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this 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 report;

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

(a)      Designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, 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 report is being prepared;

(b)      Evaluated the effectiveness of the Registrant's disclosure controls and
         procedures and presented in this report our conclusions about the
         effectiveness of the disclosure controls and procedures, as of the end
         of the period covered by this report based on such evaluation; and

(c)      Disclosed in this report any change in the Registrant's internal
         control over financial reporting that occurred during the Registrant's
         most recent fiscal quarter (the Registrant's fourth fiscal quarter in
         the case of an annual report) that has materially affected, or is
         reasonably likely to materially affect, the Registrant's internal
         control over financial reporting; and

5.       The Registrant's other certifying officer(s) and I have disclosed,
         based on our most recent evaluation of internal control over financial
         reporting, to the Registrant's auditors and the audit committee of the
         Registrant's board of directors (or persons performing the equivalent
         functions):

(a)      All significant deficiencies and material weaknesses in the design or
         operation of internal control over financial reporting which are
         reasonably likely to adversely affect the Registrant's ability to
         record, process, summarize and report financial information; and

(b)      Any fraud, whether or not material, that involves management or other
         employees who have a significant role in the Registrant's internal
         control over financial reporting.

Dated: September 5, 2003 By:/s/Kraig H. Kayser
                            ---------------------------------
                               Kraig H. Kayser
                               President and Chief Executive
                               Officer



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>6
<FILENAME>ex21-10k03.txt
<TEXT>

                                   Exhibit 21

                              LIST OF SUBSIDIARIES

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

    Name                                                   State

    Seneca Foods, L.L.C.                                  Delaware
    Marion Foods, Inc.                                    New York
    Seneca Foods International, Ltd.                      New York
    Seneca Snack Company                                  Washington


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>7
<FILENAME>e23-10k03.txt
<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 report dated May 21, 2003  (September 3, 2003, as to Note 10 and Note 15)
relating to the consolidated  financial  statements of Seneca Foods  Corporation
(which  expresses an unqualified  opinion and includes an explanatory  paragraph
relating to the  restatement  described  in Note 15) and of our report dated May
21,  2003  (September  3,  2003 as to  Note  10 and  Note  15)  relating  to the
consolidated  financial statement  schedule,  appearing in this Annual Report on
Form 10-K/A of Seneca Foods Corporation for the year ended March 31, 2003.


/s/Deloitte & Touche LLP

Deloitte & Touche LLP
Rochester, New York
September 3, 2003


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>8
<FILENAME>e13-10k03.txt
<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,                                 2003          2002          2001           2000          1999
 -------------------------------------------------------------------------------------------------------------------
<S>                                                <C>          <C>           <C>            <C>         <C>

 Net sales                                         $644,379     $ 651,075     $ 674,300      $ 621,078   $   588,049
 -------------------------------------------------------------------------------------------------------------------

 Operating earnings (before Corporate
    interest and administrative expense)           $ 32,283     $  23,188     $  23,879      $  27,335   $    27,138
 Earnings from continuing
    operations before extraordinary item and
    cumulative effect of accounting change            9,050         1,140           813          4,320         1,420
 Loss from discontinued operations                        -             -             -              -        (6,791)
 Gain on sale of discontinued operations                  -             -             -              -        11,756
 Earnings before extraordinary item and
    cumulative effect of accounting change            9,050         1,140           813          4,320         6,385
 Extraordinary loss                                       -             -             -              -        (1,222)
 Net earnings                                         9,050         1,140           813          4,320         5,163
 -------------------------------------------------------------------------------------------------------------------

 Basic earnings from continuing
   operations per common share (a)               $      .89      $    .11     $     .08      $     .42      $    .17
 Basic earnings per common share before
   extraordinary item and cumulative
   effect of accounting change (a)                      .89           .11           .08            .42           .76
 Basic earnings per common share (a)                    .89           .11           .08            .42           .61
 Diluted earnings from continuing
   operations per common share                          .88           .11           .08            .42           .17
 Diluted earnings per common share before
   extraordinary item and cumulative
   effect of accounting change                          .88           .11           .08            .42           .76
 Diluted earnings per common share                      .88           .11           .08            .42           .61
 -------------------------------------------------------------------------------------------------------------------

 Working capital                                  $ 172,382     $ 163,606     $ 163,367      $ 168,972     $ 167,435
 Inventories                                        141,649       181,835       229,170        203,173       152,634
 Net property, plant, and equipment                 132,969       155,189       167,450        179,146       178,658
 Total assets                                       379,540       403,576       444,233        438,540       404,870
 Long-term debt and capital lease
    obligations                                     133,337       156,100       171,346        189,968       187,904
 Stockholders' equity                               159,364       151,123       149,759        148,999       144,588
 -------------------------------------------------------------------------------------------------------------------

 Additions to property, plant, and equipment       $  6,832     $  13,423     $  15,395      $  19,875     $   9,494
 Interest expense, net                               13,757        17,441        18,662         16,147        21,594
 -------------------------------------------------------------------------------------------------------------------

 Net earnings/average equity                            6.0%          0.9%          0.7%           3.6%          4.4%
 Continuing earnings before taxes/sales                 2.3%          0.3%          0.2%           1.1%          0.3%
 Net earnings/sales                                     1.4%          0.2%          0.1%           0.7%          0.9%
 Long-term debt/equity                                   84%          103%          114%           127%          130%
 Current ratio                                        3.4:1         3.0:1         2.5:1          3.1:1         4.0:1
 -------------------------------------------------------------------------------------------------------------------

 Total stockholders' equity per common share (b)  $   15.59     $   14.78     $   14.65      $   14.57     $   14.14
 Class A National Market System
    closing price range                         18 3/4-10 3/4   4 3/4 -11 1/2 15 1/4 -11    15 1/2 -10 1/4 17 1/8 -10
 Class B National Market System
    closing price range                         18 3/8-12 3/4  14 7/9 -12    14 7/8 -10 3/4 14 3/4 -10     16 3/4-10 3/8
 Common cash dividends declared per share                 -             -             -              -             -
 Price earnings ratio (a)                              20.6         130.2         165.3           26.8          17.6
 -------------------------------------------------------------------------------------------------------------------
<FN>
(a) As restated, Note 15 to the Consolidatd Financial Statements included at Item 8.
(b) As restated to include convertible shares.

</FN>

</TABLE>




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.

As of March 31,  2003,  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  bank  borrowings  throughout  fiscal  2003  and no
short-term  bank  borrowings  as of the end of 2002. As a result of a subsequent
event  (see  Subsequent  Event,  note 10) where the  Company  acquired  Chiquita
Processed Foods,  LLC, the Company entered into a $200 million  revolving credit
facility  which,  the  Company  believes  will be  sufficient,  with  its  other
resources, for its anticipated working capital requirements in 2004.

The Company has three major long-term debt instruments:  1) a $24.0 million note
payable to The Prudential Insurance Company of America, with an interest rate of
10.78%,  which is due through 2005; 2) a $53.8 million secured  nonrecourse note
payable to General Mills Operations, Inc., with an interest rate of 8%, which is
due through  2009;  and 3) a $32.5  million  note  payable to John  Hancock Life
Insurance Company, with an interest rate of 10.81%, which is due through 2009.

The  Company  did not issue any  significant  new  long-term  debt in 2003.  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.

The increase in cash and cash  equivalents  of $53.6 million over the three year
period ended in 2003 was  primarily  due to the  reduction in inventory of $61.5
million;  the proceeds of new long-term debt totaling $8.3 million;  proceeds of
the sale of assets totaling $3.4 million;  and net earnings (before depreciation
effect,  which is  non-cash).  This was  partially  offset  by:  long-term  debt
repayments totaling $50.2 million; and capital additions of $6.8 million,  $13.4
million,  and $15.4 million,  in 2003,  2002, and 2001,  respectively.

In 2003,  inventories  decreased  by $40.2  million,  primarily  reflecting  the
Company's  continued  emphasis on inventory  management  and a reduced  pack. 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 2003, capital expenditures were $6.8 million versus $13.4 million in 2002 and
$15.4  million in 2001.  The 2003  capital  expenditures  were devoted to a wide
range of projects  with no single  project  exceeding  $1  million.  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. 2004 capital expenditures are expected
to be $10 million, excluding the effect of the acquisition.

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.

- -
Results of Operations

The Company has an Alliance  Agreement with GMOI,  whereby the Company processes
canned and frozen  vegetables  for GMOI under the Green Giant  brand name.  GMOI
continues to be responsible for all of the sales, marketing and customer service
functions for the Green Giant products.  The Alliance  Agreement has a remaining
term of twelve years.

Net sales for 2003 were $644.4 million, which includes $252.1 million sold under
the Alliance with GMOI. Net sales for 2002 were $651.1  million,  which includes
$258.4 million sold under the Alliance with GMOI. Net sales for 2001 were $674.3
million,  which  includes  $290.3  million sold under the Alliance with GMOI. In
2003,  Non-Alliance  sales  decreased  slightly  from  $392.7  million to $392.3
million.  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 2003,  earnings increased  primarily due to the following reasons:  1) higher
selling  prices on  vegetables,  especially  on branded and private label canned
retail and frozen  vegetables,  than the  previous  year and; 2) a $3.7  million
decrease  in  interest  expense  as a result of lower  interest  rates and lower
average  debt  balances.  These gains were  partially  offset by a $4.7  million
non-cash  impairment charge attributable to idle fixed assets. 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).

A  deferred  tax  valuation  allowance  as of March  31,  2003,  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.

In general,  inflation played a relatively  small role in the operating  results
and cash flows of 2003, 2002, and 2001.

Critical Accounting Policies

During the year ended 2003, the Company sold for cash, on a bill and hold basis,
$214.2 million of Green Giant  finished goods  inventory to GMOI. At the time of
the sale of the Green Giant vegetables to GMOI, title of the specified inventory
transferred to GMOI. In addition,  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.

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  retailers  for  shelf  space  in  retail  stores.  Accruals  for  trade
promotions are recorded  primarily at the time of the sale of the product to the
retailer based on expected levels of performance and are recorded as a reduction
of revenue.  Settlement  of these  liabilities  typically  occurs in  subsequent
periods  primarily  through an  authorized  process  for  deductions  taken by a
retailer 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 retailers for amounts they consider
due to them. Final determination of the permissible deductions may take extended
periods of time.

Future Commitments

As of March  31,  2003,  the  Company  is  obligated  to make cash  payments  in
connection with our capital leases,  debt, and operating  leases.  The effect of
these  obligations  and  commitments  on our  liquidity and cash flows in future
periods are listed below. All of these  arrangements  require cash payments over
varying periods of time.  Certain of these  arrangements are cancelable on short
notice and others require termination or severance payments as part of any early
termination.

<TABLE>
<CAPTION>

                                               Contractual Obligations
                                                     March 31, 2003
                                                                                          2009
                                     2004           2005-6              2007-8      and beyond      Total
                                 --------------------------------------------------------------------------
<S>                              <C>              <C>                 <C>             <C>

Capital lease obligations        $    718         $  1,435            $  1,457        $   5,025    $  8,635
Long-term debt                     22,547           33,333              19,657           74,117     149,654
Operating lease obligations         9,112           14,284               9,495            6,374      39,265
                                  -------------------------------------------------------------------------
Total                             $32,377          $49,052             $30,609          $85,516    $197,554
                                  =========================================================================
</TABLE>

We have no material off-balance sheet debt or other unrecorded obligations other
than the items noted in the above table.

Recently Issued Accounting Standards

In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit and Disposal Activities.  This statement supercedes 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.
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.


Quantitative and Qualitative Disclosures about Market Risk


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 ($60.9 million as of March
31, 2003) 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  information
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, 2003.

<TABLE>

                        Interest Rate Sensitivity of Long-Term Debt, Short-Term Debt and Short-Term Investments
                                                            March 31, 2003
                                                            (In Thousands)
<CAPTION>

                                                 EXPECTED MATURITY DATE
                                                                                                            Total /        Estimated
                                                                                                           Weighted          Fair
                                2004          2005         2006        2007         2008      Thereafter    Average          Value
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>           <C>          <C>          <C>          <C>          <C>          <C>            <C>

Fixed-rate L/T debt:
   Principal cash flows      $22,987      $23,126      $11,142      $10,558      $10,114      $55,768      $133,694         $126,043
   Average interest rate        8.69%        8.45%        8.27%        8.22%        8.12%        7.48%         8.25%              --
Variable-rate L/T debt:
   Principal cash flows           --           --           --           --           --      $22,630      $  22,630       $  22,630
   Average interest rate        3.59%        3.59%        3.59%        3.59%        3.59%        3.59%          3.59%             --
Short-Term investments:
   Average Balance                                                                                          $ 51,029       $  51,029
   Average interest rate                                                                                        1.56%             --
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
Consolidated Statements of Net Earnings

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

<CAPTION>
Years ended March 31,                                                               2003            2002             2001
- --------------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>             <C>             <C>


Net sales                                                                       $644,379        $651,075        $ 674,300

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

Costs and expenses:
   Cost of product sold                                                         590,079          609,574          630,138
   Selling, general, and administrative expense                                  21,265           21,095           23,367
   Other expense, net                                                             4,719            1,011              971
   Interest expense, net of interest income of $834, $301 and
     $629, respectively                                                          13,757           17,441           18,662
                                                                        -------------------------------------------------

                                                                                629,820          649,121          673,138
- -------------------------------------------------------------------------------------------------------------------------


Earnings before income taxes                                                     14,559            1,954            1,162
Income taxes                                                                      5,509              814              349
                                                                        -------------------------------------------------


   Net earnings                                                                $  9,050        $   1,140        $     813
==========================================================================================================================

   Basic earnings per common share (As Restated, see Note 15)                  $    .89        $     .11        $     .08
==========================================================================================================================

   Diluted earnings per common share                                           $    .88        $     .11        $     .08
==========================================================================================================================

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

<TABLE>
Consolidated Balance Sheets

Seneca Foods Corporation and Subsidiaries
(In thousands, except share amounts)
<CAPTION>
March 31,                                                                                                   2003                2002
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                    <C>                 <C>

Assets
Current Assets:
   Cash and cash equivalents                                                                           $  64,984           $  24,973
   Accounts receivable, less allowance for doubtful accounts
     of $761 and $605, respectively                                                                       31,799              32,035
   Inventories:
     Finished products                                                                                    88,769             135,727
     In process                                                                                           13,911               8,526
     Raw materials and supplies                                                                           38,969              37,582
   Deferred income tax asset                                                                               3,300               4,624
   Refundable income taxes                                                                                   715               1,657
   Prepaid expenses                                                                                        1,254                 362
                                                                                               -------------------------------------
       Total Current Assets                                                                              243,701             245,486
- ------------------------------------------------------------------------------------------------------------------------------------
Other Assets                                                                                               2,870               2,901
- ------------------------------------------------------------------------------------------------------------------------------------
Property, Plant, and Equipment:
   Land                                                                                                    7,850               7,855
   Building                                                                                               96,730              98,850
   Equipment                                                                                             254,536             263,587
                                                                                               -------------------------------------
                                                                                                         359,116             370,292
Less accumulated depreciation and amortization                                                           226,147             215,103
                                                                                               -------------------------------------
       Net Property, Plant, and Equipment                                                                132,969             155,189
- ------------------------------------------------------------------------------------------------------------------------------------
         Total Assets                                                                                   $379,540            $403,576
====================================================================================================================================

Liabilities and Stockholders' Equity
Current Liabilities:
   Accounts payable                                                                                      $22,730             $33,979
   Accrued expenses                                                                                       25,602              25,078
   Current portion of long-term debt and capital lease obligations                                        22,987              22,823
- ------------------------------------------------------------------------------------------------------------------------------------

     Total Current Liabilities                                                                            71,319              81,880
Long-Term Debt                                                                                           127,107             149,430
Capital Lease Obligations                                                                                  6,230               6,670
Deferred Gain and Other Liabilities                                                                        6,497               7,165
Deferred Income Taxes                                                                                      9,023               7,308
                                                                                               -------------------------------------
       Total Liabilities                                                                                 220,176             252,453
- ------------------------------------------------------------------------------------------------------------------------------------
Commitments (Note 5)                                                                                           -                   -
Stockholders' Equity:
   Preferred stock, shares issued and outstanding 4,492,746                                               41,656              42,675
   Common stock, shares issued and outstanding 6,672,475                                                   2,849               2,827
                                                                                               -------------------------------------
     Total Capital Stock                                                                                  44,505              45,502
   Additional paid-in capital                                                                             14,616              13,619
   Accumulated other comprehensive income                                                                    422               1,208
   Retained earnings                                                                                      99,821              90,794
                                                                                               -------------------------------------
       Total Stockholders' Equity                                                                        159,364             151,123
- ------------------------------------------------------------------------------------------------------------------------------------
         Total Liabilities and Stockholders' Equity                                                     $379,540            $403,576
====================================================================================================================================

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

<TABLE>
Consolidated Statements of Cash Flows

Seneca Foods Corporation and Subsidiaries
(In thousands)

<CAPTION>
Years ended March 31,                                                                    2003             2002              2001
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>              <C>               <C>

Cash flows from operating activities:
   Net earnings                                                                     $   9,050        $   1,140         $     813
   Adjustments to reconcile net earnings to
     net cash provided by (used in) operations:
       Depreciation and amortization                                                   22,597           24,546            23,733
       Deferred income taxes                                                            3,520              969            (2,071)
       Gain on the sale of assets                                                           -                -            (1,370)
       Impairment provision and other expenses                                          4,719            1,011             2,341
       Changes in operating assets and liabilities:
         Accounts receivable                                                              236             (525)              192
         Inventories                                                                   40,186           47,335           (25,997)
         Prepaid expenses                                                                (892)             946              (780)
         Accounts payable, accrued expenses, and other liabilities                    (11,588)          (6,630)          (11,243)
         Income taxes                                                                     942           (2,000)             (302)
                                                                               -------------------------------------------------
       Net cash provided by (used in) operations                                       68,770           66,792           (14,684)
- --------------------------------------------------------------------------------------------------------------------------------

Cash flows from investing activities:
   Additions to property, plant, and equipment                                         (6,832)         (13,423)          (15,395)
   Proceeds from the sale of assets                                                       677              448             3,830
   Escrow fund                                                                              -            1,316             4,011
                                                                               -------------------------------------------------
       Net cash used in investing activities                                           (6,155)         (11,659)           (7,554)
- --------------------------------------------------------------------------------------------------------------------------------

Cash flows from financing activities:
   Payments of long-term debt and capital lease obligations                           (22,834)         (19,124)           (8,214)
   Proceeds from issuance of long-term debt                                               235            8,079                 -
   Dividends paid                                                                         (23)             (23)              (23)
   Other assets                                                                            18               17                18
   Net (payments) borrowings on notes payable                                               -          (24,500)           24,500
                                                                               -------------------------------------------------
       Net cash (used in) provided by financing activities                            (22,604)         (35,551)           16,281
- --------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in cash and cash equivalents                                   40,011           19,582            (5,957)
Cash and cash equivalents, beginning of year                                           24,973            5,391            11,348
                                                                               -------------------------------------------------

Cash and cash equivalents, end of year                                                $64,984        $  24,973            $5,391
================================================================================================================================

Supplemental disclosures of cash flow information:
   Cash paid during the year for:
     Interest                                                                         $15,122        $  17,973         $  17,235
     Income taxes                                                                       2,025            1,844             1,994
Supplemental information of noncash investing and
   financing activities:
     None
===============================================================================================================================
<FN>
See notes to consolidated financial statements.
</FN>
</TABLE>

<TABLE>
Consolidated Statements of Stockholders' Equity

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

                                        Preferred Stock
                        -------------------------------------------------
                                    6%             10%
                        Cumulative Par  Cumulative Par     Participating
                            Value $.25     Value $.025   Convertible Par         Class A          Class B
                       Callable at Par     Convertible             Value    Common Stock    Common Stock
                                Voting          Voting             $.025  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, 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
=========================================================================================================

    March 31, 2003             200,000         807,240        3,485,506        3,908,470        2,764,005
- ----------------------------------------------------------------------------------------------------------

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

   Net earnings                     --             --                --               --              --
   Cash dividends paid
     on preferred stock             --             --                --               --              --
   Preferred Stock Conversion       --             --            (1,019)              22              --
   Minimum Pension Liability        --             --                --               --              --
   Net unrealized loss on
     investments                    --             --                --               --              --
- --------------------------------------------------------------------------------------------------------

Balance March 31, 2003             $50             $20          $41,586             $978           $1,871
=========================================================================================================



<CAPTION>

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

Balance March 31, 2000      $13,359              $991    $  88,887

   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
                                                                              ========

   Net earnings                   --                 --       9,050              9,050
   Cash dividends paid
     on preferred stock           --                 --         (23)                --
   Preferred stock conversion    997                 --          --                 --
   Minimum pension liability      --               (778)         --               (778)
   Net unrealized loss on
     investments                  --                 (8)         --                 (8)
- --------------------------------------------------------------------------------------
Balance March 31, 2003       $14,616               $422      $99,821            $8,264
======================================================================================

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

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  20 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 Cash Equivalents - The Company considers all highly liquid  instruments
purchased with a maturity of three months or less as cash equivalents.

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

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

Notes to Consolidated Financial Statements (continued)

Earnings per Common Share

A reconciliation  of basic earnings per share with diluted earnings per share is
as follows:
<TABLE>
<CAPTION>
Years ended March 31,                                        2003          2002          2001
- ---------------------------------------------------------------------------------------------

                                                      (In thousands, except per share amounts)
<S>                                                  <C>            <C>          <C>

Basic

Net earnings                                          $     9,050   $     1,140   $       813
Deduct preferred stock dividends paid                          23            23            23
                                                      ---------------------------------------
Basic earnings                                        $     9,027   $     1,117   $       790
=============================================================================================

Weighted average common shares outstanding                  6,597         6,585         6,577
Weighted average participating preferred shares             3,561         3,573         3,581
                                                      ---------------------------------------
Weighted average common shares outstanding
  including participating preferred shares                 10,158        10,158        10,158
=============================================================================================


Basic earnings per share                              $       .89   $       .11   $       .08
=============================================================================================

Diluted

Basic earnings                                        $     9,027   $     1,117   $       790
Add dividends on convertible preferred stock                   20            20            20
                                                      ---------------------------------------
Earnings applicable to common stock on a
   diluted basis                                      $     9,047   $     1,137   $       810
=============================================================================================

Shares used in calculating basic earnings per
   share above                                             10,158        10,158        10,158
Additional shares to be issued under full
   conversion of preferred stock                               67            67            67
                                                      ---------------------------------------
Total shares for diluted                                   10,225        10,225        10,225
=============================================================================================

Diluted earnings per share                            $       .88   $       .11   $       .08
=============================================================================================
</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 $4,719,000, $690,000,
and $898,000 were  recognized in 2003,  2002, and 2001,  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 July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit and Disposal Activities.  This statement supercedes 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.
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.


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  $2,683,000,  and  $2,696,000 as of March 31, 2003 and 2002,
respectively,  which is represents an available-for-sale security and is carried
at fair  value.  There were no  realized  gains or losses in for the years ended
March 31, 2003, 2002, and 2001.  There were gross  unrealized  holding gains for
the years ended March 31, 2003,  2002, and 2001 of $1,967,000,  $1,980,000,  and
$1,548,000, respectively.



Notes to Consolidated Financial Statements (continued)

3.  Lines of Credit

The Company obtains required  short-term  funds through bank  borrowings.  As of
March 31, 2003, the Company had $7,808,000  outstanding for letters of credit, a
committed revolving line of credit totaling  $20,000,000,  and uncommitted lines
of credit totaling $76,000,000.  These facilities are unsecured.  Interest rates
are based on LIBOR plus a spread,  which results in a rate below the prime rate.
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, 2003 and 2002,  there were no amounts borrowed
under the line of credit.


Notes to Consolidated Financial Statements (continued)
<TABLE>
4.  Long-Term Debt
<CAPTION>

                                                                                                               2003           2002
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                   (In thousands)
<S>                                                                                                       <C>            <C>

Secured nonrecourse subordinated promissory note, 8.00%, due through 2009                                 $   53,833     $   57,458
Unsecured note payable to insurance company, 10.81%, due through 2009                                         32,500         37,500
Unsecured note payable to insurance company, 10.78%, due through 2005                                         24,000         36,000
Secured Industrial Revenue Development Bonds, 3.59% and 4.57%, due through 2028                               22,630         22,630
Unsecured subordinated promissory note, 8.00%, due through 2009                                                4,978          4,978
Secured Industrial Revenue Development Bond, 5.69%, due through 2009                                           4,319          4,845
Secured notes payable to utility company, 3.00%, due through 2007                                              2,546          2,971
Secured Industrial Revenue Development Bond, 5.61%, due through 2008                                           2,318          2,837
Other                                                                                                          2,530          2,609
                                                                                                        -------------- ------------

                                                                                                             149,654        171,828
Less current portion                                                                                          22,547         22,398
                                                                                                        -------------- ------------

                                                                                                          $  127,107     $  149,430
                                                                                                        ============   ============
</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.  These  agreements  include  provisions  limiting
dividends to "consolidated  net earnings  available for distribution" as defined
within the agreements.  These agreements also permit preferred cash dividends of
approximately $23,000. Based on this agreement, there were no earnings available
for distribution as of March 31, 2003.

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 $40,524,000.

Debt repayment requirements for the next five fiscal years are:

                                                (In thousands)
                                 2004              $22,547
                                 2005               22,666
                                 2006               10,667
                                 2007               10,063
                                 2008                9,594


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.

<TABLE>

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

                                                                            2003              2002
                  --------------------------------------------------------------------------------
                                                                               (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                            8,215             7,270
                                                                 ---------------------------------
                                                                         $ 2,596           $ 3,541
                  ================================================================================
</TABLE>
The  following is a schedule by year of minimum  payments due under leases as of
March 31, 2002:
<TABLE>
<CAPTION>

                                                                     Operating         Capital
                  ----------------------------------------------------------------------------
                                                                             (In thousands)
                  <S>                                                 <C>             <C>

                  Years ending March 31:
                     2004                                              $ 9,112        $    718
                     2005                                                7,587             720
                     2006                                                6,697             715
                     2007                                                5,314             716
                     2008                                                4,181             741
                     2009-2024                                           6,374           5,025
                                                                 -----------------------------

                     Total minimum payment required                    $39,265           8,635
                  =============================================================

                  Less interest                                                          1,965
                                                                                --------------
                     Present value of minimum lease payments                             6,670
                  Amount due within one year                                               440
                                                                                --------------
                     Long-term capital lease obligations                              $  6,230
                  ============================================================================
</TABLE>

Rental  expense  in  2003,  2002,  and 2001 was  $13,077,000,  $12,545,000,  and
$11,762,000 respectively.

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>

                                                         2003           2002           2001
                                                   ----------------------------------------
                                                                 (In thousands)
                       <S>                          <C>             <C>            <C>

                       Current:
                         Federal                     $  1,529       $     50       $  1,286
                         State                            460             93            151
                                                   ----------------------------------------
                                                        1,989            143          1,437
                                                   ----------------------------------------


                       Deferred:
                         Federal                        3,150            600           (973)
                         State                            370             71           (115)
                                                   ----------------------------------------
                                                        3,520            671         (1,088)
                                                   ----------------------------------------


                         Total income taxes          $  5,509       $    814       $    349
                                                   ========================================
</TABLE>



As of March 31,  2003,  the Company has  Alternative  Minimum Tax Credits in the
amount of  $3,403,000 to offset  future  years'  regular tax expense.  State net
operating loss carry forwards of  approximately  $5,106,000,  expiring March 31,
2004 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>
                                                         2003             2002            2001
                 -------------------------------------------------------------------------------
                 <S>                                     <C>              <C>             <C>

                 Computed (expected tax rate)            35.0%            34.0%           34.0%
                 Tax-exempt income                       (1.5)            (5.9)           (8.8)
                 Other permanent differences
                     not deductible                       0.4              2.1            (6.6)
                 State income taxes (net of
                   federal tax benefit)                   3.8              6.4             6.4
                 Other                                    0.1              5.0             5.0

                                                  --------------------------------------------
                   Effective tax rate                    37.8%            41.6%           30.0%
                 =============================================================================
</TABLE>


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, 2003 and 2002:
<TABLE>
<CAPTION>
                                                                            2003               2002
                  ---------------------------------------------------------------------------------
                                                                               (In thousands)
                  <S>                                                  <C>                <C>

                  Deferred tax liabilities:
                     Basis and depreciation difference                 $  15,872          $  15,705
                     Other comprehensive income                              290                772
                                                                -----------------------------------

                                                                          16,162             16,477
                                                                -----------------------------------


                  Deferred tax assets:
                     Inventory valuation                                      58                625
                     Future tax credits                                    3,403              5,089
                     Net operating loss carryforwards                        404              1,208
                     Employee benefits                                     1,845              1,772
                     Pension                                               1,857              1,629
                     Insurance                                             1,108              1,996
                     Deferred gain on sale/leaseback                         569              1,054
                     Contributions                                           808                  -
                     Other                                                   387                420
                                                                -----------------------------------

                                                                          10,439             13,793
                                                                -----------------------------------

                      Net deferred tax liability                       $   5,723          $   2,684
                  =================================================================================
</TABLE>


Net current  deferred tax assets of  $3,300,000  and  $4,624,000 as of March 31,
2003 and 2002, respectively,  are recognized in the Consolidated Balance Sheets.
Also recognized are net  non-current  deferred tax liabilities of $9,023,000 and
$7,308,000 as of March 31, 2003 and 2002, respectively.


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, and participating. 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 for the
years ended March 31, 2003 and 2002.  These shares have a  liquidation  value of
$12 per  share.  This  preferred  stock has the right to  receive  dividends  or
distributions  at a rate  per  share  equal to the  amount  of any  dividend  or
distribution  declared  or made to  Class A  Common  Stock.  In  addition,  this
preferred stock has certain distribution rights upon liquidation.

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, 2003 and 2002.  Additionally,  there were
3,485,506  and  3,570,861  shares  of Class A  reserved  for  conversion  of the
Participating Preferred Stock as of March 31, 2003 and 2002, respectively. . The
Company paid dividends  totaling $20,181,  or $.025 per share, to the holders of
this 10% preferred stock for the years ended March 31, 2003 and 2002.

In addition,  the Company paid dividends  totaling $3,000 or $.015 per share, to
the holders of the 6% preferred, cumulative, $.25 par value, voting stock.

Comprehensive  Income - Net unrealized gains and losses are net of their related
provision for income taxes.

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,  2003 and a  statement  of the  funded  status as of March 31 of both
years:

                                                        2003                2002
                                                  ------------------------------
Change in Benefit Obligation                                  (In thousands)

Benefit obligation at beginning of year           $   34,368           $ 31,150
Service cost                                           2,571              2,150
Interest cost                                          2,334              2,232
Actuarial gain                                         3,570                669
Benefit payments and expenses                         (1,474)            (1,833)
- -------------------------------------------------------------------------------

Benefit obligation at end of year                  $   41,369          $ 34,368
===============================================================================

Change in Plan Assets

Fair value of plan assets at beginning of year      $   33,350         $ 29,153
Actual (loss) return on plan assets                     (4,992)           4,483
Employer contributions                                   1,897            1,547
Benefit payments and expenses                           (1,474)          (1,833)
- -------------------------------------------------------------------------------

Fair value of plan assets at end of year              $ 28,781         $ 33,350
===============================================================================


Funded Status
Funded status at end of year                         $(12,588)         $ (1,018)
Unrecognized transition asset                          (2,437)           (2,714)
Unrecognized prior service cost                             -                31
Unrecognized loss (gain)                               10,137            (1,430)
- -------------------------------------------------------------------------------
Accrued benefit cost                               $   (4,888)         $ (5,131)
===============================================================================


Accrued benefit liability                              (6,144)           (5,131)
Accumulated other comprehensive income                  1,256                 -
- -------------------------------------------------------------------------------
Net amount recognized                              $   (4,888)         $ (5,131)
===============================================================================


The Plan holds the  Company's  common stock with a fair market value as of March
31, 2003 and 2002, of $3,812,000 and $2,961,000, respectively.

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 2003, 2002, and 2001:
<TABLE>

                                                           2003                2002                2001
- -------------------------------------------------------------------------------------------------------

                                                                        (In thousands)
<S>                                                    <C>                 <C>                 <C>

Service cost                                           $  2,571            $  2,150            $  2,017
Interest cost                                             2,334               2,232               2,080
Expected return on plan assets                          (3,005)             (2,639)              (2,288)
Amortization of transition assets                         (276)               (276)                (276)
Amortization of prior service cost                          31                  94                   94
- -------------------------------------------------------------------------------------------------------

Net periodic benefit cost                              $  1,655            $  1,561            $  1,627
=======================================================================================================
</TABLE>


The plan's accumulated benefit obligation was $34,925,000 at March 31, 2003, and
$29,067,000  at March 31, 2002. The amount  included  within  accumulated  other
comprehensive  income  arising from a change in the additional  minimum  pension
liability was $1,255,401 at March 31, 2003 and none at March 31, 2002.

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:

                                                    2003                 2002
- -----------------------------------------------------------------------------


   Discount rate                                    6.25%               7.25%
   Expected return on plan assets                   9.00%               9.00%
   Rate of compensation increase                    4.00%               4.00%



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 $605,000,  $846,000,  and
$875,000, in 2003, 2002, and 2001, 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>

                                                                                            2003                     2002
                                                                                    -----------------------------------------------
                                                                                   Carrying    Estimated     Carrying     Estimated
                                                                                     Amount   Fair Value       Amount    Fair Value
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                       (In thousands)

<S>                                                                                <C>          <C>          <C>           <C>

Long-term debt, including current portion                                          $149,654     $143,639     $171,828      $163,885
Class B Common Stock of Moog Inc.                                                     2,683        2,683        2,696         2,696

<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.

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

Notes to Consolidated Financial Statements (continued)

10. Subsequent Event

On May 27,  2003,  the  Company  completed  the  acquisition  of the  membership
interest in Chiquita Processed Foods, L.L.C. from Chiquita Brands International,
Inc. The acquisition of this canned  vegetable  business is expected to increase
the Company's  annual sales by  approximately  $250 million.  The purchase price
totaled $126.1 million plus the assumption of liabilities.  This acquisition was
financed with cash,  proceeds from a new $200 million revolving credit facility,
and the issuance of $16.1 million of Participating  Convertible Preferred Stock.
On June 17,  2003,  the Company  sold three of the  acquired  plants and related
assets to Lakeside  Foods,  Inc. for $45.6 million less  liabilities  assumed of
$6.0 million.  Cash proceeds  resulting from this sale totaled $39.6 million and
were used to pay down debt. On August 6, 2003,  the Company sold one  additional
acquired plant and its related assets to Lakeside  Foods,  Inc. for $9.4 million
less liabilities assumed of $0.2 million. Cash proceeds resulting from this sale
totaled  $9.2  million and were used to pay down debt.  The  Company  refinanced
$20.0 million of outstanding  debt under the revolving  credit facility with new
term debt from an insurance  company on June 30, 2003.  The Company also expects
to refinance  an  additional  $22.5  million of the  outstanding  debt under the
revolving credit facility with new term debt from an insurance company.


Notes to Consolidated Financial Statements (continued)

11.  Other Income and Expense

Other expense in 2003 consisted of an impairment loss of $4,719,000.

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

12.  Sales Information

The Company sold $252,059,000,  $228,556,000 and $241,492,000  representing 39%,
35% and 36% of net sales, to one customer in 2003, 2002, and 2001 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
General Mills  Operations,  Inc. (GMOI) whereby the Company processes canned and
frozen  vegetables for GMOI under the Green Giant brand name.  GMOI continues to
be responsible for all of the sales,  marketing,  and customer service functions
for the Green Giant products.  In 2003,  2002, and 2001, the sale of Green Giant
vegetables account for 39%, 40%, and 43% 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:                    2003                2002                2001
- -------------------------------------------------------------------------------------------------------

                                                                        (In thousands)
<S>                                                 <C>                    <C>               <C>

Net Sales:
   Green Giant vegetables                            $  252,059            $258,412           $ 290,346
   Canned vegetables                                    328,907             333,048             326,224
   Frozen vegetables                                     30,422              25,165              22,052
   Fruit and chip products                               20,784              19,982              20,092
   Flight operations                                      3,897               5,588               5,905
   Other                                                  8,310               8,880               9,681
- -------------------------------------------------------------------------------------------------------

                                                     $  644,379            $651,075           $ 674,300
=======================================================================================================
</TABLE>

14. Restatement

Basic earnings per share for the quarters in the two year period ended March 31,
2003 have been  restated as discussed in Note 15 to the  Consolidated  Financial
Statements.  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, 2003:
Net sales                                                             $123,255        $183,806         $235,430        $101,888
Gross margin                                                            11,766          12,174           13,871          16,489
Net earnings                                                             1,932           2,090            3,147           1,881
Basic earnings per common share:
  (As previously reported)                                                 .29             .32              .48             .28
  (As restated, see Note 15)                                               .19             .21              .31             .18
Diluted earnings per common share                                          .19             .20              .31             .18

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 (loss) earnings per common share:
  (As previously reported)                                                (.20)           (.06)             .35             .08
  (As restated, see Note 15)                                              (.20)           (.06)             .22             .05
Diluted (loss) earnings per common share                                  (.20)           (.06)             .22             .05

</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.

15.      Restatement

Subsequent to the issuance of its consolidated financial statements for the year
ended March 31, 2003,  the management of the Company  determined  that it should
have included  convertible  participating  preferred stock in its calculation of
basic earnings per share under the if-converted method.

As a result, basic earnings per share included in the accompanying  consolidated
financial statements for the years ended March 31, 2003, 2002 and 2001 have been
restated from $1.37 to $.89, $.17 to $.11, and $.12 to $.08, respectively,  from
the amounts previously reported.


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,  2003 and 2002,  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, 2003.  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, 2003 and 2002, and the results of their  operations
and their cash flows for each of the three  years in the period  ended March 31,
2003 in conformity with accounting  principles  generally accepted in the United
States of America.

As discussed in Note 15, basic earnings per share  included in the  accompanying
financial statements have been restated.


/s/Deloitte & Touche LLP

Deloitte & Touche LLP
Rochester, New York
May 21, 2003 (September 3, 2003 as to Note 10 and
   as to the effects of the restatement discussed in Note 15)



Additional Information

A copy of the  Company's  Annual  Report on Form 10-K for the fiscal  year ended
March 31, 2003, 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.

Shareholder Information

The Company's  common stock is traded on The NASDAQ  National Stock Market.  The
3.9 million of Class A  outstanding  shares and 2.8 million  Class B outstanding
shares are owned by 315 and 310 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:                            2003                         2002
                                                      ------------------------------------------------
                                       Quarter          High          Low            High         Low
                                       ---------------------------------------------------------------
                                       <S>             <C>          <C>            <C>          <C>

                                       First           $15.39       $12.96         $13.90       $12.62
                                       Second           13.99        12.02          13.75        11.50
                                       Third            15.00        10.75          14.39        12.10
                                       Fourth           18.75        13.94          14.75        13.45



                          Class B:                            2003                         2002
                                                      ------------------------------------------------
                                       Quarter          High          Low            High         Low
                                       ---------------------------------------------------------------

                                       First           $16.00       $14.05         $13.70       $12.63
                                       Second           14.80        13.80          13.75        12.00
                                       Third            16.42        12.75          14.00        12.11
                                       Fourth           18.38        15.13          14.77        13.20
</TABLE>


The  Company  may pay  dividends  on common  stock  only from  consolidated  net
earnings  available  for  distribution,  which  were none as of March 31,  2003.
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.

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