<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>3
<FILENAME>ex38k0603.txt
<DESCRIPTION>ARTICLES OF INCORPORATION
<TEXT>
                                    Exhibit 3

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                            SENECA FOODS CORPORATION

                             -----------------------
                            Under Section 805 of the
                        Business Corporation Law........

         We, the undersigned, being the President and Secretary of SENECA FOODS
CORPORATION, do hereby certify as follows:

         FIRST: The name of the Corporation is SENECA FOODS CORPORATION. The
name under which the Corporation was formed is SENECA GRAPE JUICE CORPORATION.

         SECOND: The certificate of incorporation of the Corporation was filed
by the Department of State on August 17, 1949.

         THIRD: The certificate of incorporation of the Corporation is hereby
amended to authorize a fourth series of Class A Preferred Stock to be designated
Convertible Preferred Stock, Series 2003.

                  To accomplish this, the following new Article 4(d)(G) hereby
is added to the certificate of incorporation:

                  "(G) Fourth Series of Class A Preferred Stock. The fourth
series of 967,742 shares of Class A Preferred Stock shall be designated
Convertible Preferred Stock Series 2003 (hereinafter "Series 2003 Preferred
Stock"), and shall have the following rights, preferences and limitations:

     (i) Stated Value.  The stated value for each share of Series 2003 Preferred
Stock shall be $15.50 (the "Stated Value").

     (ii)  Dividends and  Distributions.  At any time after the Issue Date,  the
holders  of each share of Series  2003  Preferred  Stock  shall be  entitled  to
receive,  when  and as  declared  by the  Board of  Directors,  but out of funds
legally  available  therefor,  a dividend or distribution in cash,  evidences of
indebtedness of the Corporation or another issuer,  options,  warrants or rights
to acquire securities or other property (including,  without limitation,  rights
issued pursuant to a shareholder  rights plan,  "poison pill" or similar plan or
arrangement  and  options  or rights  granted  to each  holder of Class A Common
Stock),  securities of the Corporation or another issuer  (excluding  securities
for which adjustment is made under paragraph (vi)(d)(1) or paragraph (vi)(d)(2))
or  other  property  or  assets,   including,   without  limitation,   any  such
distribution  made in  connection  with a  consolidation  or merger in which the
Corporation is the resulting or surviving corporation), at a rate per share (and
in the type of  property)  equal to the amount of any  dividend or  distribution
(and in the  same  type of  property)  as that  declared  or made on any  shares
(including,  without  limitation,  Class A Common Stock) into which one share of
Series 2003 Preferred Stock may be converted pursuant to paragraph (vi) below on
the  record  date for such  dividend  or  distribution.  Any  such  dividend  or
distribution  shall be paid to the  holders of shares of Series  2003  Preferred
Stock at the same time such dividend or  distribution  is made to the holders of
the  shares  of Class A Common  Stock.  No  dividend  or  distribution  shall be
declared or made on any shares of Class A Common  Stock  unless any  dividend or
distribution  required to be  declared or made under the first  sentence of this
paragraph  is  previously  or  simultaneously  declared or made.  Dividends  and
distributions  shall be  cumulative  from and after the date of issuance of such
shares of Series 2003  Preferred  Stock,  but any arrearage in payment shall not
pay interest.

(iii) Voting Rights.

     (a) Except as otherwise  required by law or as set forth in paragraph  (b),
the  holders of shares of Series 2003  Preferred  Stock shall not be entitled or
permitted  to vote on any matter  required or  permitted to be voted upon by the
shareholders of the Corporation.

     (b) Unless the consent or approval of a greater number of shares shall then
be required by law, the affirmative  vote of the holders of at least 66-2/3 % of
the outstanding  shares of Series 2003 Preferred Stock,  voting  separately as a
single  class,  in person  or by  proxy,  at a  special  or  annual  meeting  of
shareholders  called for the purpose,  shall be necessary to (i)  authorize  the
issuance after the Issue Date of any class of capital stock that will rank as to
payment of dividends or rights on liquidation,  dissolution or winding up of the
Corporation senior to the Series 2003 Preferred Stock, (ii) authorize,  adopt or
approve an amendment to the certificate of incorporation  that would increase or
decrease  the par value or stated  value of the shares of Series 2003  Preferred
Stock, or (iii) amend, alter or repeal the certificate of incorporation so as to
affect the shares of Series 2003  Preferred  Stock  adversely or (iv) effect the
voluntary liquidation,  dissolution or winding up of the Corporation;  provided,
however,  that no separate  vote of the holders of Series 2003  Preferred  Stock
shall be required  to effect any of the  transactions  described  in clause (iv)
above  unless such  transaction  would either  require a class vote  pursuant to
clause (i), (ii) or (iii) above or would require a vote by any  shareholders  of
the Corporation.

     (iv)  Redemption.  The shares of Series 2003  Preferred  Stock shall not be
redeemed or subject to redemption,  whether at the option of the  Corporation or
any holder thereof, or otherwise.

     (v) Acquired  Shares.  Any shares of Series 2003 Preferred Stock converted,
exchanged,  redeemed,  purchased or otherwise acquired by the Corporation or any
of its  subsidiaries  in any manner  whatsoever  shall be retired  and  canceled
promptly after the acquisition thereof. All such shares of Series 2003 Preferred
Stock shall upon their  cancellation  become  authorized but unissued  shares of
Class A Preferred Stock and, upon the filing of an appropriate  certificate with
the  Department  of State of the State of New York,  may be  reissued as part of
another  series  of  Class  A  Preferred  Stock  subject  to the  conditions  or
restrictions on issuance set forth herein,  but in any event may not be reissued
as shares of Series 2003 Preferred Stock unless all of the shares of Series 2003
Preferred  Stock issued on the Issue Date shall have  already been  converted or
exchanged.

(vi) Conversion.

     (a) Any holder of Series 2003 Preferred  Stock shall have the right, as its
option,  at any time (but subject to the  provisions  of  paragraph  (vi)(b)) to
convert,  subject to the terms and provisions of this paragraph (vi), any or all
of such holder's shares of Series 2003 Preferred Stock into such number of fully
paid and nonassessable shares of Class A Common Stock as is equal to the product
of the  number of  shares of Series  2003  Preferred  Stock  being so  converted
multiplied  by the  quotient  of (i)  the  Stated  Value  divided  by  (ii)  the
conversion  price of $15.50 per share,  subject to  adjustment  as  provided  in
paragraph  (vi)(d)  (the  "Conversion  Price"),  then in  effect.  Upon  initial
issuance  of  the  Series  2003  Preferred  Stock,  without  the  effect  of any
adjustment required under paragraph (vi)(d), the foregoing procedure will result
in the issuance of one share of class A Common Stock on conversion of each share
of Series 2003 Preferred Stock.  Such conversion right shall be exercised by the
surrender  of the shares of Series 2003  Preferred  Stock to be converted to the
Corporation at any time during usual  business  hours at its principal  place of
business to be maintained by it,  accompanied  by written notice that the holder
elects to convert such shares and specifying the name or names (with  addresses)
in which a certificate or certificates for shares of Class A Common Stock are to
be issued and (if so required by the  Corporation)  by a written  instrument  or
instruments of transfer in form reasonably  satisfactory to the Corporation duly
executed by the holder or its duly authorized legal  representative and transfer
tax stamps or funds therefor,  if required  pursuant to paragraph  (vi)(k).  All
shares of Series  2003  Preferred  Stock  surrendered  for  conversion  shall be
delivered to the Corporation for  cancellation  and canceled by it and no shares
shall be issued in lieu thereof except as permitted by paragraph (v) above.

     (b) As promptly as practicable after the surrender,  as herein provided, of
any shares of Series 2003 Preferred  Stock for conversion  pursuant to paragraph
(vi)(a),  the  Corporation  shall  deliver to or upon the  written  order of the
holder of the shares so surrendered a certificate or  certificates  representing
the  number of fully  paid  non-assessable  shares of Class A Common  Stock into
which  such  shares  may be or  have  been  converted  in  accordance  with  the
provisions of this paragraph (vi).  Subject to the following  provisions of this
paragraph and of paragraph (vi)(d), such conversion shall be deemed to have been
made  immediately  prior to the close of  business  on the date that such shares
shall have been surrendered in satisfactory form for conversion,  and the Person
or  Persons  entitled  to  receive  the Class A Common  Stock  deliverable  upon
conversion of such shares shall be treated for all purposes as having become the
record holder or holders of such Class A Common Stock at such time.

     (c) To the extent  permitted by law,  when shares of Series 2003  Preferred
Stock are converted,  all unpaid dividends (whether or not currently payable) on
the Series 2003 Preferred Stock so converted to the date of conversion  shall be
immediately  due and payable and must accompany the shares of the Class A Common
Stock issued upon such conversion.

     (d) The Conversion Price shall be subject to adjustment as follows:

     (1) In case the Corporation  shall at any time or from time to time (A) pay
a dividend or make a distribution  on the  outstanding  shares of Class A Common
Stock in Class A Common Stock, (B) sub-divide the outstanding  shares of Class A
Common Stock into a larger number of shares,  (C) combine the outstanding shares
of Class A Common Stock into a smaller  number of shares or (D) issue any shares
of its capital stock in a  reclassification  of the Class A Common Stock,  then,
and in each such case, the Conversion Price in effect  immediately prior to such
event shall be adjusted (and any other appropriate actions shall be taken by the
Corporation)  so that the  holder of any share of Series  2003  Preferred  Stock
thereafter surrendered for conversion shall be entitled to receive the number of
shares of Class A Common Stock or other  capital stock of the  Corporation  that
such holder  would have owned or would have been  entitled to receive upon or by
reason of any of the  events  described  above,  had such  share of Series  2003
Preferred  Stock been  converted  immediately  prior to the  occurrence  of such
event.  An adjustment  made pursuant to this paragraph  (vi)(d)(1)  shall become
effective retroactively (A) in the case of any such dividend or distribution, to
the opening of business on the day  immediately  following the close of business
on the record  date for the  determination  of  holders of Class A Common  Stock
entitled to receive such dividend or distribution or (B) in the case of any such
subdivision,  combination or  reclassification,  to the close of business on the
day upon which such corporate action becomes effective.

     (2) In case the Corporation shall at any time or from time to time issue or
sell  shares  of Class A Common  Stock or Class B Common  Stock  (or  securities
convertible  into or exchangeable  for shares of Class A Common Stock or Class B
Common  Stock),  or any options,  warrants or other rights to acquire  shares of
Class A Common Stock or Class B Common Stock (other than (x) options  granted to
any  employee  or director of the  Corporation  pursuant to a stock  option plan
approved by the shareholders of the Corporation, (y) options, warrants or rights
granted to each holder of Class A Common Stock or (z) rights issued  pursuant to
a shareholder  right plans,  "poison pill" or similar  arrangement that complies
with  paragraph  (vi)(j))  for a  consideration  per share less than the Current
Market  Price  at the  record  date or  issuance  date,  as the case may be (the
"Date"),  referred to in the following sentence (treating the price per share of
any security  convertible or  exchangeable  or  exercisable  into Class A Common
Stock  and/or Class B Common Stock as equal to (A) the sum of the price for such
security  convertible,  exchangeable  or  exercisable  into Class A Common Stock
and/or Class B Common Stock plus any additional  consideration  payable (without
regard  to any  anti-dilution  adjustments)  upon the  conversion,  exchange  or
exercise of such  security into Class A Common Stock and/or Class B Common Stock
divided  by (B) the  number  of shares of Class A Common  Stock  and/or  Class B
Common Stock initially underlying such convertible,  exchangeable or exercisable
security),  other  than  issuances  or sales  for  which an  adjustment  is made
pursuant to another paragraph of this paragraph (vi)(d), then, and in each case,
the Conversion Price then in effect shall be adjusted by dividing the Conversion
Price in effect on the day  immediately  prior to the Date by a fraction (x) the
numerator  of which  shall be the sum of the numbers of shares of Class A Common
Stock and Class B Common Stock  outstanding  immediately  prior to the Date plus
the number of additional shares of Class A Common Stock and Class B Common Stock
issued or to be issued (or the  maximum  number into which such  convertible  or
exchangeable  securities  initially  may  convert or  exchange or for which such
options,  warrants  or  other  right  initially  may be  exercised)  and (y) the
denominator  of which shall be the sum of the number of shares of Class A Common
Stock and Class B Common Stock  outstanding  immediately  prior to the Date plus
the number of shares of Class A Common  Stock and Class B Common  Stock that the
aggregate  consideration  (if any of such aggregate  consideration is other than
cash, as valued by the Board of Directors  including a majority of the directors
who are not officers or employees of the Corporation or any of its subsidiaries,
which  determination  shall be  conclusive  and described in a resolution of the
Board of Directors)  for the total number of such  additional  shares of Class A
Common  Stock  and/or  Class B  Common  Stock so  issued  (or  into  which  such
convertible  or  exchangeable  securities may convert or exchange for which such
options,  warrants or other rights may be exercised plus the aggregate amount of
any additional  consideration  initially  payable upon  conversion,  exchange or
exercise of such  security)  would  purchase at the Current  Market Price.  Such
adjustment shall be made whenever such shares, securities,  options, warrants or
other rights are issued,  and shall  become  effective  retroactively  to a date
immediately  following  the close of  business  (i) in the case of  issuance  to
shareholders  of  the  Corporation,   as  such,  on  the  record  date  for  the
determination  of  shareholders  entitled to receive  such  shares,  securities,
options,  warrants or other rights and (ii) in all other cases, on the date (the
"Issuance Date") of such issuance;  provided, however, that the determination as
to whether an  adjustment  is  required to be made  pursuant  to this  paragraph
(vi)(d)(2)  shall  only  be made  upon  the  issuance  of  such  shares  or such
convertible or exchangeable securities,  options,  warrants or other rights, and
not  upon  the  issuance  of  the  security  into  which  such   convertible  or
exchangeable  security  converts or exchanges,  or the security  underlying such
options, warrants or other right.

     (3) In case the Corporation or any subsidiary thereof shall, at any time or
from time to time while any of the Series 2003 Preferred  Stock is  outstanding,
make a Pro Rata  Repurchase,  the Conversion Price shall be adjusted by dividing
the Conversion  Price in effect  immediately  prior to such action by a fraction
(which in no event shall be less than one),  the numerator of which shall be the
product of (i) the  number of shares of Class A Common  Stock and Class B Common
Stock outstanding  immediately  before such Pro Rata Repurchase minus the number
of shares of Class A Common Stock and Class B Common Stock  repurchased  in such
Pro Rata  Repurchase  and (ii) the Current  Modified  Market Price as of the day
immediately  preceding the first public  announcement  by the Corporation of the
intent to effect such Pro Rata Repurchase, and the denominator of which shall be
(i) the product of (x) the number of shares of Class A Common  Stock and Class B
Common Stock outstanding immediately before such Pro Rata Repurchase and (y) the
Current  Modified  Market Price as of the day  immediately  preceding  the first
public  announcement  by the  Corporation  of the intent to effect such Pro Rata
Repurchase minus (ii) the aggregate purchase price of the Pro Rata Repurchase.

     (4) In case the Corporation at any time or from time to time shall take any
action affecting its Class A Common Stock, other than an action described in any
of paragraph (vi)(d)(1) through paragraph  (vi)(d)(3),  inclusive,  or paragraph
(vi)(g), then, the Conversion Price shall be adjusted in such manner and at such
time as the Board of Directors of the Corporation in good faith determines to be
equitable  in  the  circumstances  (such  determinations  to be  evidenced  in a
resolution,  a  certified  copy of which  shall be mailed to the  holders of the
Series 2003 Preferred Stock).

     (5) The Corporation  may make such  reductions in the Conversion  Price, in
addition to those  required by  subparagraphs  (1) through (4) of this paragraph
(vi)(d),  as the Board of Directors  considers to be advisable in order to avoid
or to  diminish  any income tax to holders of Class A Common  Stock or rights to
purchase  Class A Common Stock  resulting from any dividend or  distribution  of
stock (or rights to acquire  stock) or from any event treated as such for income
tax purposes.

     (6) Notwithstanding  anything herein to the contrary,  no adjustment of the
Conversion Price shall be required  pursuant to this paragraph (vi)(d) by reason
of the  initial  issuance  or sale of any of the  967,742  authorized  shares of
Series 2003 Preferred Stock.

     (7)  Notwithstanding  anything herein to the contrary,  no adjustment under
this  paragraph  (vi)(d)  need to be made to the  Conversion  Price  unless such
adjustment  would  require  an  increase  or  decrease  of at  least  1 % of the
Conversion Price then in effect.  Any lesser adjustment shall be carried forward
and  shall  be made  at the  time  of and  together  with  the  next  subsequent
adjustment,  which,  together  with any  adjustment  or  adjustments  so carried
forward,  shall  amount  to an  increase  or  decrease  of at  least 1 % of such
Conversion Price. Any adjustment to the Conversion Price carried forward and not
theretofore made shall be made immediately prior to the conversion of any shares
of Series 2003 Preferred Stock pursuant hereto; provided, however, that any such
adjustment  shall  in any  event  be made no  later  than  one  year  after  the
occurrence of the event giving rise to such adjustment.

     (e) Upon any increase or decrease in the  Conversion  Price,  then,  and in
each such case, the Corporation promptly shall deliver to each registered holder
of Series 2003 Preferred Stock at least ten Business Days prior to effecting any
of the foregoing  transactions a certificate,  signed by the President or a Vice
President and by the Treasurer or an Assistant  Treasurer or the Secretary or an
Assistant  Secretary of the Corporation,  setting forth in reasonable detail the
event  requiring  the  adjustment  and the method by which such  adjustment  was
calculated and specifying  the increased or decreased  Conversion  Price then in
effect following such adjustment.

     (f) No fractional shares or scrip  representing  fractional shares shall be
issued upon the conversion of any shares of Series 2003 Preferred Stock. If more
than one  share  of  Series  2003  Preferred  Stock  shall  be  surrendered  for
conversion at one time by the same holder,  the number of full shares of Class A
Common Stock issuable upon conversion  thereof shall be computed on the basis of
the  aggregate  Stated  Value of the shares of Series  2003  Preferred  Stock so
surrendered.  If the  conversion of any share or shares of Series 2003 Preferred
Stock results in a fraction,  an amount equal to such fraction multiplied by the
Current  Market Price of the Class A Common Stock on the Business Day  preceding
the day of conversion shall be paid to such holder in cash by the Corporation on
the  date  of  issuance  of the  certificates  representing  the  shares  by the
Corporation upon such conversion.

     (g) In case of any  capital  reorganization  or  reclassification  or other
change  of  outstanding  shares  of  Class  A  Common  Stock,  or in case of any
consolidation  or merger of the  Corporation  with or into another Person (other
than a  consolidation  or merger in which the  Corporation  is the  resulting or
surviving Person and which does not result in any  reclassification or change of
outstanding  Class A Common Stock),  or in case of any sale or other disposition
to another Person of all or  substantially  all of the assets of the Corporation
(any of the foregoing, a "Transaction"),  the Corporation,  or such successor or
purchasing  Person, as the case may be, shall execute and deliver to each holder
of Series 2003 Preferred Stock at least ten Business Days prior to effecting any
of the foregoing  Transactions  a  certificate  that the holder of each share of
Series 2003 Preferred Stock then  outstanding  shall have the right hereafter to
convert  such share of Series 2003  Preferred  Stock into the kind and amount of
shares of stock or other  securities (of such  Corporation or another issuer) or
property or cash receivable  upon such  Transaction by a holder of the number of
shares of Class A Common  Stock into which such share of Series  2003  Preferred
Stock could have been  converted  immediately  prior to such  transaction.  Such
certificate  shall provide for adjustments that shall be as nearly equivalent as
may be practicable to the  adjustments  provided for in this paragraph (vi). If,
in the  case of any such  Transaction,  the  stock,  other  securities,  cash or
property  receivable  thereupon  by a holder  of Class A Common  Stock  includes
shares of stock or other  securities  of a Person  other than the  successor  or
purchasing  Person  and  other  than  the  Corporation,  which  controls  or  is
controlled by the successor or purchasing  Person or which,  in connection  with
such Transaction, issues, stock securities, other property or cash to holders of
Class A Common  Stock,  then such  certificate  also shall be  executed  by such
Person, and such Person shall, in such certificate, specifically acknowledge the
obligations  of  such  successor  or  purchasing   Person  and  acknowledge  its
obligations  to issue such  stock,  securities,  other  property  or cash to the
holders of the Series  2003  Preferred  Stock upon  conversion  of the shares of
Series 2003 Preferred Stock as provided above.  The provisions of this paragraph
(vi) and any equivalent thereof in any such certificate similarly shall apply to
successive Transactions.

     (h) In case at any time or from time to time:

     (1) the  Corporation  shall  authorize  the  granting to the holders of its
Class A Common  Stock of rights or warrants  to  subscribe  for or purchase  any
shares of stock of any class or of any other rights or warrants;

     (2) there shall be any  reclassification of the Class A Common Stock (other
than a subdivision or combination of the outstanding  Class A Common Stock, or a
change in par value,  or from par value to no par value, or from no par value to
par value),  or any  consolidation or merger to which the Corporation is a party
and for which approval of any  shareholders of the  Corporation is required,  or
any sale or other  disposition of all or substantially  all of the assets of the
Corporation; or

     (3) the voluntary or involuntary dissolution,  liquidation or winding up of
the Corporation;

then the  Corporation  shall  mail to each  holder  of  shares  of  Series  2003
Preferred Stock at such holder's  address as it appears on the transfer books of
the  Corporation,  at least 20 days  prior to the  applicable  date  hereinafter
specified,  a notice  stating  (x) the date on which a record is to be taken for
the purpose of such rights or warrants  or, if a record is not to be taken,  the
date as of which the holders of Class A Common Stock of record to be entitled to
such   rights   are  to  be   determined,   or  (y)  the  date  on  which   such
reclassification,   consolidation,   merger,  sale,   conveyance,   dissolution,
liquidation  or winding up is  expected  to become  effective.  Such notice also
shall specify the date as of which it is expected that holders of Class A Common
Stock of record  shall be entitled to  exchange  their Class A Common  Stock for
shares of stock or other  securities or property or cash  deliverable  upon such
reclassification,   consolidation,   merger,  sale,   conveyance,   dissolution,
liquidation or winding up.

(i) The Corporation shall at all times reserve and keep available for issuance
upon the conversion of the Series 2003 Preferred Stock, such number of its
authorized but unissued shares of Class A Common Stock as will from time to time
be sufficient to permit the conversion of all outstanding shares of Series 2003
Preferred Stock.

(j) The Corporation shall not adopt a shareholder rights plan, "poison pill" or
similar arrangement unless such plan or arrangement shall provide that each
holder of a share of Series 2003 Preferred Stock shall be entitled to receive
thereunder rights for each share of Class A Common Stock that may be issued upon
conversion of such share of Series 2003 Preferred Stock in an amount equal to
the amount of rights issued with respect to each outstanding share of Class A
Common Stock pursuant to such plan.

(k) The issuance or delivery of certificates for Class A Common Stock upon the
conversion of shares of Series 2003 Preferred Stock shall be made without charge
to the converting holder of shares of Series 2003 Preferred Stock for such
certificates or for any tax in respect of the issuance or delivery of such
certificates or the securities represented thereby, and such certificates shall
be issued or delivered in the respective names of, or in such names as may be
directed by, the holders of the shares of Series 2003 Preferred Stock converted;
provided, however, that the Corporation shall not be required to pay any tax
that may be payable in respect of any transfer involved in the issuance and
delivery of any such certificate in a name other than that of the holder of the
shares of Series 2003 Preferred Stock converted, and the Corporation shall not
be required to issue or deliver such certificates unless or until the Person or
Persons requesting the issuance or delivery thereof shall have paid to the
Corporation the amount of such tax or shall have established to the reasonable
satisfaction of the Corporation that such tax has been paid.

(l) To the extent that pursuant to the terms of this paragraph (vi), the Series
2003 Preferred Stock is convertible into any securities or property other than
Class A Common Stock, then for purposes of this Article 4(d)(G), references to
Class A Common Stock shall be deemed appropriately amended to refer to such
other securities or property.

(vii) Definitions. As used in this Article 4(d)(G), the following terms shall
have the meanings indicated:

(a) An "Affiliate" of, or a person "affiliated" with a specified Person, means a
Person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the Person
specified. The term "control" (including the terms "controlling," "controlled
by" and "under common control with") means the possession, direct or indirect,
of the power to direct or cause the direction of the management and policies of
a person, whether through the ownership of voting securities, by contract, or
otherwise.

(b) "Business Day" shall mean any day other than a Saturday, Sunday or other day
on which commercial banks in the City of New York are authorized or required by
law or executive order to close.

(c) "Current Market Price" per share shall mean, on any date specified herein
for the determination thereof, (A) the average daily Market Price of the Class A
Common Stock for those days during the period commencing not more than 30 days
before, and ending not later than such date, on which the national securities
exchanges were open for trading or the Class A Common Stock was quoted in the
over-the-counter market, and (B) if the Class A Common Stock is not then listed
or admitted to trading on any national securities exchange or quoted in the
over-the-counter market, the Market Price on such date.

(d) "Current Modified Market Price" per share shall mean, on any date specified
herein for the determination thereof, (A) the average daily Modified Market
Price of the Class A Common Stock for those days during the period commencing
not more than 30 days before, and ending not later than such date, on which the
national securities exchanges were open for trading or the Class A Common Stock
was quoted in the over-the-counter market, and (B) if the Class A Common Stock
is not then listed or admitted to trading on any national securities exchange or
quoted in the over-the-counter market, the Modified Market Price on such date.

(e) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Securities and Exchange Commission
thereunder.

(f) "Fair Market Value" shall mean the amount which a willing buyer would pay a
willing seller in an arm's length transaction.

(g)  "Issue  Date"  shall  mean the first  date on which  shares of Series  2003
Preferred Stock are issued.

(h) "Market Price" shall mean, per share of Class A Common Stock, on any date
specified herein: (a) the closing price per share of the Class A Common Stock on
such date published in The Wall Street Journal or, if no such closing price on
such date is published in The Wall Street Journal, the closing bid price on such
date, as officially reported on the principal national. securities exchange on
which the Class A Common Stock is then listed or admitted to trading; or (b) if
the Class A Common Stock is not then listed or admitted to trading on any
national securities exchange but is designated as a national market system
security by the NASD, the last trading price of the Class A Common Stock on such
date; or (c) if there shall have been no trading on such date or if the Class A
Common Stock is not so designated, the reported closing bid price of the Class A
Common Stock, on such date as shown by the Nasdaq National Market or other
over-the-counter market and reported by any member firm of the New York Stock
Exchange selected by the Corporation; or (d) if none of (a), (b) or (c) is
applicable, a market price per share determined at the Corporation's expense by
a nationally recognized appraiser chosen by the holders of a majority of the
shares of Series 2003 Preferred Stock and approved by the Corporation, which
approval shall not be unreasonably withheld. If no such appraiser is chosen more
than 20 Business Days after notice of the necessity of such calculation shall
have been delivered by the Corporation to the holders of Series 2003 Preferred
Stock, then the appraiser shall be chosen by the Corporation.

(i) "Modified Market Price" shall mean, per share of Class A Common Stock, on
any date specified herein: (a) the closing price per share of the Class A Common
Stock on such date published in The Wall Street Journal or, if no such closing
price on such date is published in The Wall Street Journal, the closing asked
price on such date, as officially reported on the principal national securities
exchange on which the Class A Common Stock is then listed or admitted to
trading; or (b) if the Class A Common Stock is not then listed or admitted to
trading on any national securities exchange but is designated as a national
market system security by the NASD, the last trading price of the Class A Common
Stock on such date; or (c) if there shall have been no trading on such date or
if the Class A Common Stock is not so designated, the reported closing asked
price of the Class A Common Stock on such date as shown by the Nasdaq National
Market or other over-the-counter market and reported by any member firm of the
New York Stock Exchange selected by the Corporation; or (d) if none of (a), (b)
or (c) is applicable, a market price per share determined at the Corporation's
expense by a nationally recognized appraiser chosen by the holders of a majority
of the shares of Series 2003 Preferred Stock and approved by the Corporation,
which approval shall not be unreasonably withheld. If no such appraiser is
chosen more than 20 Business Days after notice of the necessity of such
calculation shall have been delivered by the Corporation to the holders of
Series 2003 Preferred Stock, then the appraiser shall be chosen by the
Corporation.

(j) "NASD" shall mean the National Association of Securities Dealers, Inc.

(k) "Person" shall mean any individual, firm, corporation, partnership, limited
liability company or partnership, trust, incorporated or unincorporated
association, joint venture, joint stock company, government (or any agency or
political subdivision thereof) or other entity of any kind, and shall include
any successor (by merger or otherwise) of such entity.

(l) "Pro Rata Repurchase" shall mean any purchase of shares of Class A Common
Stock or Class B Common Stock by the Corporation or by any of its subsidiaries
whether for cash, shares of capital stock of the Corporation, other securities
of the Corporation, evidences of indebtedness of the Corporation or any other
Person or any other property (including, without limitation, shares of capital
stock, other securities or evidences of indebtedness of a subsidiary of the
Corporation), or any combination thereof, effected while any of the shares of
Series 2003 Preferred Stock are outstanding, which purchase is subject to
Section 13(e) of the Exchange Act or is made pursuant to an offer made available
to all holders of Class A Common Stock or Class B Common Stock.

         FOURTH: Article 7 of the certificate of incorporation is amended to
change the office of the Corporation and to change the address for service of
process. To accomplish this, Article 7 of the certificate of incorporation is
hereby amended to read in its entirety as follows:

                           7. The office of the Corporation shall be located in
                  the Town of Marion, County of Wayne, New York, and the address
                  to which the Secretary of State shall mail a copy of process
                  in any action or proceeding against the Corporation that may
                  be served upon the Secretary of State is 3736 South Main
                  Street, Marion, New York 14505.

     FIFTH: This amendment of the Corporation's Certificate of Incorporation was
authorized by the  unanimous  vote of the Directors at a meeting of the Board of
Directors.

         IN WITNESS WHEREOF, the undersigned have caused this Certificate of
Amendment to be executed this 27th day of May, 2003 and affirm that the
statements made herein are true under penalty of perjury.

                                            SENECA FOODS CORPORATION


                                            By:  /s/Kraig H. Kayser
                                                 ------------------------
                                            Name:   Kraig H. Kayser
                                            Title:  President

                                            By: /s/Jeffrey L. Van Riper
                                                -------------------------
                                            Name:  Jeffrey L. Van Riper
                                            Title:  Secretary





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