<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>a10q0603.txt
<TEXT>
                                    Form 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549


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



       For the Quarter Ended June 28, 2003 Commission File Number 0-1989

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

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

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


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


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

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

Yes   X    No  _____

Indicate by check mark whether the Company in an accelerated filer (as define in
Rule 12b-2 of the Exchange Act).

Yes   X    No  _____

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

              Class                        Shares Outstanding at July 31, 2003

  Common Stock Class A, $.25 Par                         3,911,480
  Common Stock Class B, $.25 Par                         2,764,005


<PAGE>


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

                                                                                                    6/28/03            3/31/03
                                                                                                    -------            -------
<S>                                                                                         <C>                <C>

ASSETS

Current Assets:
    Cash and Cash Equivalents                                                                $         2,576   $        64,984
    Accounts Receivable, Net                                                                          58,248            31,799
    Inventories:
        Finished Goods                                                                               134,072            88,769
        Work in Process                                                                                8,514            13,911
        Raw Materials                                                                                 68,525            38,969
                                                                                                    --------          --------
                                                                                                     211,111           141,649
    Off-Season Reserve (Note 2)                                                                       39,225                 -
    Deferred Income Tax Asset, Net                                                                     3,300             3,300
    Assets Held For Sale                                                                               9,169                 -
    Refundable Income Taxes                                                                                -               715
    Other Current Assets                                                                               2,373             1,254
                                                                                                    --------          --------
        Total Current Assets                                                                         316,833           243,701
Property, Plant and Equipment, Net                                                                   202,856           132,969
Other Assets                                                                                           5,885             2,870
                                                                                                    --------          --------
                                                                                                    $525,574          $379,540
                                                                                                    ========          ========
             LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
    Notes Payable                                                                            $        60,386   $             -
    Accounts Payable                                                                                  60,884            22,730
    Accrued Expenses                                                                                  43,985            25,602
    Income Taxes Payable                                                                                 695                 -
    Current Portion of Long-Term Debt and Capital
        Lease Obligations                                                                             23,807            22,987
                                                                                                    --------          --------
        Total Current Liabilities                                                                    189,757            71,319
Long-Term Debt                                                                                       128,588           127,107
Capital Lease Obligations                                                                              7,178             6,230
Deferred Income Tax Liability                                                                          9,891             9,023
Other Long-Term Liabilities                                                                           10,905             6,497

10% Preferred Stock, Series A, Voting, Cumulative,
    Convertible, $.025 Par Value Per Share                                                                10                10
10% Preferred Stock, Series B, Voting, Cumulative,
    Convertible, $.025 Par Value Per Share                                                                10                10
6% Preferred Stock, Voting, Cumulative, $.25 Par Value                                                    50                50
Convertible, Participating Preferred Stock, $12
 Stated Value                                                                                         41,551            41,586
Convertible, Participating Preferred Stock, $15.50
 Stated Value                                                                                         15,000                 -
Common Stock                                                                                           2,850             2,849
Paid in Capital                                                                                       15,716            14,616
Accumulated Other Comprehensive Income                                                                   587               422
Retained Earnings                                                                                    103,481            99,821
                                                                                                    --------          --------
        Stockholders' Equity                                                                         179,255           159,364
                                                                                                    --------          --------
                                                                                                    $525,574          $379,540
                                                                                                    ========          ========
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>


<PAGE>


<TABLE>

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

                                                                                       Three Months Ended
                                                                                       ------------------
                                                                                 6/28/03                6/29/02
                                                                                 -------                -------
<S>                                                                       <C>                      <C>

Net Sales                                                                 $          151,296       $         123,255

Costs and Expenses:
Cost of Product Sold                                                                 135,735                 111,489
Selling, General, and Administrative                                                   6,130                   4,830
Interest Expense                                                                       3,411                   3,662
                                                                           -----------------          --------------
  Total Costs and Expenses                                                           145,276                 119,981

Earnings Before Income Taxes                                                           6,020                   3,274

Income Taxes                                                                           2,348                   1,342
                                                                           -----------------          --------------
Net Earnings                                                              $            3,672       $           1,932
                                                                           =================          ==============
Basic:

  Earnings Per Common Share                                               $              .55       $             .29
                                                                           =================          ==============
Diluted:

  Earnings Per Common Share                                               $              .35       $             .19
                                                                           =================          ==============
<FN>
The accompanying notes are an integral part of these condensed financial
statements.
</FN>
</TABLE>


<PAGE>



<TABLE>
                    SENECA FOODS CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In Thousands)
<CAPTION>
                                                                                       Three Months Ended
                                                                                       ------------------
                                                                                 6/28/03                6/29/02
                                                                                 -------                -------
<S>                                                                       <C>                     <C>

Cash Flows From Operations:
    Net Earnings                                                          $            3,672      $            1,932
    Adjustments to Reconcile Net Earnings
      to Net Cash Provided by
    Operating Activities:
        Depreciation and Amortization                                                  6,399                   5,885
        Deferred Income Taxes                                                            798                     405
        Changes in Working Capital:
          Accounts Receivable                                                          6,603                   3,150
          Inventories                                                                 12,912                  15,938
          Off-Season Reserve                                                         (39,225)                (26,857)
          Other Current Assets                                                        (1,057)                   (392)
          Refundable Income Taxes                                                      1,410                     934
          Accounts Payable, Accrued
            Expenses, and Other Liabilities                                           23,788                   6,200
                                                                            ----------------         ---------------
  Net Cash Provided by Operations                                                     15,300                   7,195

Cash Flows From Investing Activities:
    Acquisition                                                                     (110,449)                      -
    Proceeds from the Sale of Assets                                                  39,585                       -
    Asset Held For Sale                                                               (9,169)                      -
    Cash Received with Acquistion                                                      2,563                       -
    Additions to Property, Plant,
      and Equipment                                                                   (2,913)                   (715)
                                                                            ----------------         ---------------
  Net Cash Used in Investing
      Activities                                                                     (80,383)                   (715)

Cash Flows From Financing Activities:
    Net Borrowings on Notes Payable                                                   35,011                       -
    Payments of Long-Term Debt and Capital
    Lease Obligations                                                                (32,210)                   (417)
    Other                                                                               (114)                      5
    Dividends                                                                            (12)                    (12)
                                                                           -----------------         ---------------
  Net Cash Used in
      Financing Activities                                                             2,675                    (424)
Net (Decrease) Increase in Cash and Short-
    Term Investments                                                                 (62,408)                  6,056
Cash and Cash Equivalents,
Beginning of Period                                                                   64,984                  24,973
                                                                           -----------------       -----------------
Cash and Cash Equivalents,
    End of Period                                                         $            2,576      $           31,029
                                                                            ================        ================
<FN>
Supplemental information on non-cash investing and financing activities:
$16.1 million of Preferred Stock was issued in parital consideration for the CPF
acquisition. The Company assumed $9.1 million of long-term debt related to the
CPF acquisition. (see footnotes for details).

The accompanying notes are an integral part of these condensed financial
statements.
</FN>
</TABLE>


<PAGE>


                    SENECA FOODS CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                  June 28, 2003

1.      Consolidated Condensed Financial Statements


        In the opinion of management, the accompanying unaudited consolidated
        condensed financial statements contain all adjustments, which are normal
        and recurring in nature, necessary to present fairly the financial
        position of the Company as of June 28, 2003 and results of its
        operations and its cash flows for the interim periods presented. All
        significant intercompany transactions and accounts have been eliminated
        in consolidation. The March 31, 2003 balance sheet was derived from
        audited financial statements.

        The results of operations for the three month period ended June 28, 2003
        and June 29, 2002 are not necessarily indicative of the results to be
        expected for the full year.

        The accounting policies followed by the Company are set forth in Note 1
        to the Company's financial statements in the 2003 Seneca Foods
        Corporation Annual Report and Form 10-K.

        Other footnote disclosures normally included in annual financial
        statements prepared in accordance with generally accepted accounting
        principles have been condensed or omitted. It is suggested that these
        consolidated condensed financial statements be read in conjunction with
        the financial statements and notes included in the Company's 2003 Annual
        Report and Form 10-K.

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

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

                                                          Three Months Ended
                                                          ------------------
                                                        6/28/03       6/29/02
                                                        -------       -------

Net Earnings                                             $3,672        $1,932

Other Comprehensive Earnings, Net of Tax:

  Net Unrealized Gain Change on
    Investment                                              165           349
                                                         --------------------
    Comprehensive Earnings                               $3,837        $2,281
                                                         ====================

<PAGE>



4.     Recently Issued Accounting Standards: none of the recently issued
       accounting standards whether effective for the Company or not currently,
       are expected to have a material effect on the Company's financial
       position or results of operations.

5.     On May 27, 2003, the Registrant completed its acquisition of the
       membership interest in Chiquita Processed Foods, L.L.C. ("CPF") from
       Chiquita Brands International, Inc. The purchase price totaled $126.1
       million plus the assumption of certain liabilities. This acquisition was
       financed with cash, proceeds from a new $200 million revolving credit
       facility, and $16.1 million of the Registrant's Participating Convertible
       Preferred Stock. In early fiscal July, the Registrant refinanced $20.0
       million of outstanding debt under the revolving credit facility with new
       term debt from an insurance company.

       The new $200 million revolving  credit facility has a five-year term. The
       Preferred Stock is  convertible into the  Company's Class A  Common Stock
       on a one-for-one basis (see Part II  Item 2 for  details).  The  new term
       debt from an  insurance  company of  $20 million,  when combined with the
       refinance of  existing insurance  company debt of $32.5  million,  has an
       interest rate of  8.37%, a fifteen year amortization and a ten year term.

       As part of this acquisition, the Company assumed seasonal notes payable
       from the CPF revolving credit facility of $25.4 million which was paid
       off at the time of acquisition with proceeds from the new $200 million
       revolving credit facility. The Company also assumed $35.9 million of CPF
       long-term debt and capital lease obligations, of which $26.8 million was
       paid off at the time of acquisition with proceeds from the new $200
       million revolving credit facility. The remaining long-term debt
       principally involves two Industrial Revenue Development Bonds totaling
       $5.5 million and consisting of a $3 million Pickett, Wisconsin issue due
       on June 1, 2005 with an interest rate of 7.75% and a $2.5 million Walla
       Walla, Washington issue due on September 1, 2005 with an interest rate of
       7.75%. The balance of the debt acquired, totaling $3.6 million, has
       interest rates ranging from 1.9% to 9% and is due through 2011.

       The Company's statements of income for the quarter ended June 28, 2003
       include one month of the CPF acquired operations. A pro forma income
       statement as if the operations were acquired at the beginning of the
       periods presented follows:

                                                      Three Months Ended June
                                                      -----------------------
                                                         2003          2002
                                                         ----          ----
              Net Sales                                $205,778      $210,195

              Cost of Product Sold                      186,665       192,063
              Selling, General, and
                Administrative                           10,435        12,390
              Interest Expense                            4,261         4,860
              Other Expense (Income)                      1,882           (23)
                                                       ----------------------
                Total Costs and Expenses                203,243       209,290

              Earnings From Continuing Operations
                Before Income Taxes                       2,535           905
              Income Taxes                                  989           371
                                                       ----------------------
              Net Earnings From Continuing Operations     1,546           534
                                                       ======================
              Basic Net Earnings From Continuing
                Operations                               $ 0.23        $ 0.08
                                                       ======================

       The Registrant sold three former Chiquita Processed Foods plants and
       related assets to Lakeside Foods, Inc. on June 17, 2003. The Registrant
       sold one additional plant of Chiquita Processed Foods and related assets
       to Lakeside Foods, Inc. on August 6, 2003. The sales to Lakeside Foods
       generated $47 million in cash proceeds, which was used to pay down debt.


       In late August, the Registrant expects to refinance up to an additional
       $22.5 million of outstanding debt under the revolving credit facility
       with new term debt from an insurance company. The refinancing of the
       additional outstanding debt is subject to the negotiation of definitive
       documentation. Therefore, there can be no assurance that this transaction
       will be completed.

       The allocation of purchase price is preliminary and is subject to change
       as additional information regarding the fair value of assets and
       liabilities acquired is obtained.



<PAGE>


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

                                  June 28, 2003

Results of Operations:

Sales:

Total sales reflect an increase of 22.8% for the first quarter  versus 2002. The
sales increase,  primarily  reflects one month of operating  activity related to
the Chiquita Processed Foods, L.L.C. acquired May 27, 2003.

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

                                                       Three Months Ended
                                                       ------------------
                                                     6/28/03       6/29/02
                                                     -------       -------
Cost of Product Sold                                   89.6%         90.4%
Selling                                                 3.2           3.2
Other Expense                                           0.0           0.0
Administrative                                          0.9           0.7
Interest Expense                                        2.3           3.0
                                                     -------       ------
                                                       96.0%         97.3%
                                                     ======        ======

Favorable cost of manufacturing  variances were a major  contributing  factor in
improved operating results.

Income Taxes:
The effective tax rate was 39% in 2003 and 41% in 2002.

Financial Condition:
The financial condition of the Company is summarized in the following table and
explanatory review (In Thousands):
<TABLE>
<CAPTION>
                                                              For the Quarter                  For the Year
                                                                Ended June                      Ended March
                                                              ---------------                  ------------
                                                             2003           2002             2003           2002
                                                             ----           ----             ----           ----
     <S>                                                 <C>             <C>             <C>            <C>

     Working Capital Balance                             $124,027        $173,963        $172,382       $163,606
     Quarter Change                                       (45,306)          4,500               -              -
     Notes Payable                                         60,386               -               -              -
     Long-Term Debt                                       135,766         173,792         133,337        156,100
     Current Ratio                                         1.65:1          3.38:1          3.42:1         3.00:1
</TABLE>

The change in Working Capital for the June 2003 quarter from the June 2002
quarter is largely due to the acquisition of the membership interest in Chiquita
Processed Foods, L.L.C. for $110 million in cash and $16.1 million in preferred
stock. This was partially offset by higher earnings in the current year quarter
than the prior year quarter ($3,672,000 earnings as compared to $1,932,000
earnings last year).

See Consolidated Condensed Statements of Cash Flows for further details.


<PAGE>


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

                                  June 28, 2003

Inventory  increased  $45.2  million  from the same period  last year  primarily
reflecting an increase of $82.8 million  representing  the net effect of the CPF
acquisition  less the inventory sold to Lakeside Foods,  Inc.,  discussed above.
The $84.4  million  increase was  partially  offset by the  Company's  continued
emphasis on inventory  management and the reduced pack from last year.  Cash and
short term investments decreased $28.5 million again due to the acquisition.

On May 27, 2003,  the  Registrant  completed its  acquisition  of the membership
interest in Chiquita  Processed  Foods,  L.L.C.  ("CPF")  from  Chiquita  Brands
International,   Inc.  The  purchase  price  totaled  $126.1  million  plus  the
assumption  of certain  liabilities.  This  acquisition  was financed with cash,
proceeds from a new $200 million revolving credit facility, and $16.1 million of
the  Registrant's  Participating  Convertible  Preferred  Stock. In early fiscal
July, the  Registrant  refinanced  $20.0 million of  outstanding  debt under the
revolving credit facility with new term debt from an insurance company.

The new $200  million  revolving  credit  facility  has a  five-year  term.  The
Preferred  Stock is  convertible  into the  Company's  Class A Common Stock on a
one-for-one  basis (see Part II Item 2 for  details).  The new term debt from an
insurance  company of $20 million,  when combined with the refinance of existing
insurance  company  debt of $32.5  million,  has an  interest  rate of 8.37%,  a
fifteen year amortization and a ten year term.

As part of this acquisition, the Company assumed seasonal notes payable from the
CPF revolving credit facility of $25.4 million which was paid off at the time of
acquisition  with proceeds from the new $200 million  revolving credit facility.
The Company also assumed $35.9  million of CPF long-term  debt and capital lease
obligations, of which $26.8 million was paid off at the time of acquisition with
proceeds  from the new $200 million  revolving  credit  facility.  The remaining
long-term debt principally  involves two Industrial  Revenue  Development  Bonds
totaling $5.5 million and consisting of a $3 million  Pickett,  Wisconsin  issue
due on June 1, 2005 with an  interest  rate of 7.75%  and a $2.5  million  Walla
Walla, Washington issue due on September 1, 2005 with an interest rate of 7.75%.
The balance of the debt  acquired,  totaling  $3.6 million,  has interest  rates
ranging from 1.9% to 9% and is due through 2011.

The  Company's  statements of income for the quarter ended June 28, 2003 include
one month of the CPF acquired operations. A pro forma income statement as if the
operations were acquired at the beginning of the periods presented follows:

                                                      Three Months Ended June
                                                      -----------------------
                                                         2003          2002
                                                         ----          ----
              Net Sales                                $205,778      $210,195

              Cost of Product Sold                      186,665       192,063
              Selling, General, and
                Administrative                           10,435        12,390
              Interest Expense                            4,261         4,860
              Other Expense (Income)                      1,882           (23)
                                                       ----------------------
                Total Costs and Expenses                203,243       209,290

              Earnings From Continuing Operations
                Before Income Taxes                       2,535           905
              Income Taxes                                  989           371
                                                       ----------------------
              Net Earnings From Continuing Operations     1,546           534
                                                       ======================
              Basic Net Earnings From Continuing
                Operations                               $ 0.23        $ 0.08
                                                       ======================

The Registrant  sold three former  Chiquita  Processed  Foods plants and related
assets to  Lakeside  Foods,  Inc.  on June 17,  2003.  The  Registrant  sold one
additional  plant of Chiquita  Processed  Foods and  related  assets to Lakeside
Foods, Inc. on August 6, 2003. The sales to Lakeside Foods generated $47 million
in cash proceeds, which was used to pay down debt.


In late August,  the Registrant  expects to refinance up to an additional  $22.5
million of outstanding  debt under the revolving  credit  facility with new term
debt from an insurance  company.  The refinancing of the additional  outstanding
debt is subject to the negotiation of definitive documentation. Therefore, there
can be no assurance that this transaction will be completed.

The  allocation  of purchase  price is  preliminary  and is subject to change as
additional  information  regarding  the fair  value of  assets  and  liabilities
acquired is obtained.

Forward-Looking Statements

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

Critical Accounting Policies

In the first three months ended June 28, 2003,  the Company sold for cash,  on a
bill and hold basis,  $23,706,000  of Green Giant  finished  goods  inventory to
General Mills Operations,  Inc.  ("GMOI").  At the time of the sale of the Green
Giant vegetables to GMOI, 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.

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



<PAGE>



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 sale of product to the retailer
based on  expected  levels  of  performance.  Settlement  of  these  liabilities
typically occurs in subsequent  periods primarily through an authorized  process
for  deductions  taken by a  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.

Recently  Issued  Accounting  Standards none of the recently  issued  accounting
standards  whether  effective for the Company or not currently,  are expected to
have a  material  effect on the  Company's  financial  position  or  results  of
operations.



        ITEM 3 Quantitative and Qualitative Disclosures about Market Risk

The Company has not  experienced  any material  changes in Market Risk since our
March 31, 2003 report.

                         ITEM 4 Controls and Procedures

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

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



<PAGE>


PART II - OTHER INFORMATION


Item 1.               Legal Proceedings

                      None.

Item 2.               Changes in Securities

                      On May 27, 2003, the Company issued 967,742 shares of
                      Convertible Participating Preferred Stock, May 2003
                      Series, to Friday Holdings L.L.C. as partial consideration
                      for the acquisition of the membership interest in Chiquita
                      Processed Foods, L.L.C. These shares are exempt from
                      registration pursuant to Section 4(2) of the Securities
                      Act of 1933. Upon issuance, these preferred shares were
                      initially convertible into Seneca Foods Class A Common
                      Stock on a one-for-one basis. Additional conversion
                      provisions, including among other things, adjustments to
                      the one-for-one conversion ratio resulting from stock
                      splits, stock dividends, reorganizations and sales by the
                      Company of Class A Common Stock (or securities convertible
                      into that stock) at a price below current market price of
                      Class A Common Stock are set forth in the Amendment to the
                      Company's Articles of Incorporation filed as an exhibit to
                      the Company's Form 8-K filed on June 10, 2003. The
                      proceeds were valued at $16.60 per share based on the
                      market value of the Class A Common Stock at the time of
                      the acquisition.

Item 3.               Defaults on Senior Securities

                      None.

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

                      None.

Item 5.               Other Information

                      None.

Item 6.               Exhibits and Reports on Form 8-K

(a)      Exhibits

11   Computation of earnings per share (filed herewith)
31   Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32   Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


(b) Reports on Form 8-K


         (1) Form 8-K Filed June 10, 2003

         A Current Report on Form 8-K was filed related to the acquisition of
Chiquita Processed Foods, L.L.C.


<PAGE>


                                   SIGNATURES


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





                                                     Seneca Foods Corporation
                                                            (Company)



                                                     /s/Kraig H. Kayser
                                                     ------------------------
August 12, 2003                                      Kraig H. Kayser
                                                     President and
                                                     Chief Executive Officer


                                                     /s/Jeffrey L. Van Riper
                                                     -------------------------
August 12, 2003                                      Jeffrey L. Van Riper
                                                     Controller and
                                                     Chief Accounting Officer








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