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<SEC-DOCUMENT>0000088948-04-000019.txt : 20040614
<SEC-HEADER>0000088948-04-000019.hdr.sgml : 20040611
<ACCEPTANCE-DATETIME>20040614163829
ACCESSION NUMBER:		0000088948-04-000019
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		8
CONFORMED PERIOD OF REPORT:	20040331
FILED AS OF DATE:		20040614

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
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-01989
		FILM NUMBER:		04861826

	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
<SEQUENCE>1
<FILENAME>a10k04.txt
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K


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

For the fiscal year-ended March 31, 2004         Commission File Number 0-01989

                            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 Identification No.)
incorporation or organization)

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 (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  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
     ---       ----

Check mark indicates  whether the Company is an accelerated filer (as defined in
Exchange Act Rule 12b-2).

Yes   X    No
     ---       ----

The aggregate  market value of the  Registrant's  voting and  non-voting  common
equity  held by  non-affiliates  based on the  closing  sales  price per  market
reports by the National  Market System on September  27, 2003 was  approximately
$108,120,000.


Common shares outstanding as of May 30, 2004 were Class A:  3,950,380, Class B:
2,764,005.

Documents Incorporated by Reference:

(1)  Proxy Statement to be issued in connection with the Registrant's annual
     meeting of stockholders (the "Proxy Statement") applicable to Part III,
     Items 10-14 of Form 10-K.

(2)  Portions of the Annual Report to shareholders for fiscal year ended March
     31, 2004 (the "2004 Annual Report") applicable to Part I, Part II, Items
     5-8 and Part IV, Item 15 of Form 10-K.



<PAGE>

<TABLE>
                                TABLE OF CONTENTS
                      FORM 10-K ANNUAL REPORT - FISCAL 2004
                            SENECA FOODS CORPORATION

<CAPTION>

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

   Item 1.     Business                                                                              1-3
   Item 2.     Properties                                                                              3
   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 and Issuer
               Purchases of Equity Securities                                                          4
   Item 6.     Selected Financial Data                                                                 4
   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
   Item 9A.    Controls and Procedures                                                                 5

PART III.

   Item 10.    Directors and Executive Officers of the Registrant                                      5
   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.    Principal Accountant Fees and Services                                                  6


PART IV.

   Item 15.    Exhibits, Financial Statements Schedules and Reports on Form 8-K                      8-9

SIGNATURES                                                                                            10

</TABLE>


<PAGE>




                           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.

                                     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 sole  membership
interest in Chiquita Processed Foods, L.L.C. from Chiquita Brands International,
Inc.

Available Information

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.

In  addition,   the  Company's  website  includes  items  related  to  corporate
governance  matters,  including  charters of various  committees of the Board of
Directors and the  Company's  Code of Business  Conduct and Ethics.  The Company
intends to disclose on its website any  amendment to or waiver of any  provision
of the Code of Business  Conduct and Ethics that would  otherwise be required to
be disclosed under the rules of the SEC and NASDAQ.

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 98% is
vegetable  processing  and 2% is fruit  processing.  The  non-food  operation is
mostly trade sales of cans and ends,  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  vegetables,  frozen
vegetables 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, Illinois, and Minnesota.

The following table summarizes net sales by major product category for the years
ended March 31, 2004, 2003, and 2002:

<TABLE>

Classes of similar products/services:
<CAPTION>
                                                    2004                  2003               2002
- ----------------------------------------------------------------------------------------------------
                                                                     (In thousands)
<S>                                         <C>                  <C>                 <C>

Net Sales:
   GMOI                                      $        247,992     $       252,059     $      258,412
   Canned vegetables                                  584,010             328,907            333,048
   Frozen vegetables                                   28,900              30,422             25,165
   Fruit and chip products                             15,347              20,784             19,982
   Other                                               11,507              12,207             14,468
- -----------------------------------------------------------------------------------------------------
                                             $        887,756     $       644,379     $      651,075
=====================================================================================================
</TABLE>



                    Source and Availability of Raw Materials

Food Processing

The Company's food processing  plants are located in major  vegetable  producing
states and in one fruit  producing  state.  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.

                              Intellectual Property

The  Company's  most  significant  brand name,  Libby's,  is held  pursuant to a
trademark  license  granted to the  Company in March 1982 and  renewable  by the
Company  every 10 years for an  aggregate  period  expiring in March  2081.  The
original licensor was Libby,  McNeill & Libby, Inc., then an indirect subsidiary
of Nestle,  S. A.  ("Nestle") and the license was granted in connection with the
Company's  purchase of certain of the licensor's canned vegetable  operations in
the  United  States.  Nestle,  one of  the  world's  major  food  companies,  is
successor-licensor.  The license is limited to vegetables which are shelf-stable
and thermally processed,  and includes the Company's major vegetable varieties -
corn,  peas and  green  beans - as well as  certain  other  thermally  processed
vegetable varieties plus sauerkraut.

The Company's  required to pay an annual  royalty,  initially set at $25,000 and
adjustable up or down in subsequent  years based upon changes in the "Employment
Cost  Index-Private  Nonfarm  Workers"  published  by the U. S.  Bureau of Labor
Statistics  or  an  appropriate  successor  index  as  defined  in  the  license
agreement.  For the year which  began in March 2004,  the  royalty was  $55,491.
Nestle  may  terminate  the  license  for  non-payment  of  royalty,  use of the
trademark in sales outside the licensed territory,  failure to achieve a minimum
level of sales  under the  licensed  trademark  during  any  calendar  year or a
material  breach or default by the  Company  under the  agreement  (which is not
cured within the specified cure period).

                                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.  Minimal
food  processing  occurs in the Company's  last fiscal  quarter ending March 31,
which is the optimal time for maintenance,  repairs and equipment changes in its
processing plants. The supply of commodities,  current pricing, and expected new
crop quantity and quality affect the timing of the Company's sales and earnings.
When the seasonal harvesting periods of the Company's major vegetables are newly
completed,  inventories  for these  processed  vegetables  are at their  highest
levels.  For peas,  the peak  inventory  time is  mid-summer  and for corn,  the
Company's highest volume vegetable, the peak inventory is in mid-autumn.  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.

                            Competition and Customers

Food Processing

Competition  in  the  food  business  is  substantial  with  imaginative   brand
registration  and  promotion,  quality,  service,  and  pricing  being the major
determinants in the Company's relative market position.  The Company is aware of
approximately 18 competitors in the U.S. processed vegetable  industry,  many of
which are  privately  held  companies.  The Company  believes that it is a major
producer of canned  vegetables,  but some producers of canned,  frozen and other
modes of vegetable products have sales which exceed the Company's sales.

During the past year  approximately  10% of the Company's  processed foods sales
were  packed  for  retail  customers  under  the  Company's  branded  labels  of
Libby's(R),  Blue Boy(R),  Aunt Nellie's Farm Kitchen(R),  Stokely(R),  Read(R),
Festal(R),  Diamond A(R), and Seneca(R). About 18% of processed foods sales were
packed for institutional  food distributors and 44% were retail packed under the
private  label of  customers.  The  remaining  28% is sold  under  the  Alliance
Agreement  with  GMOI  (see  note  13  of  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  Company's  principal  branded  products  are its 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 2004  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 fiscal 2003,
the Company agreed to a penalty of $242,000 which satisfied both issues.

                                   Employment

The  Company  has 3,277  employees  of which  2,672  full time and 519  seasonal
employees  work in food  processing  and 86 full  time  employees  work in other
activities.

The Company has five  collective  bargaining  agreements with three union locals
covering  approximately  600 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. One agreement expires in calendar
2006. One agreement is currently under negotiation.

                               Foreign Operations

Export sales for the Company are a relatively small portion (about 8%) of the
food processing sales.


                                     Item 2

                                   Properties

The Company has five food  processing,  packaging,  and  warehousing  facilities
located in New York State that provide  approximately  1,419,000  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.

Seven facilities in Minnesota, three facilities in Washington,  three facilities
in Idaho, one facility in Oregon,  one facility in Illinois,  and ten facilities
in Wisconsin  provide  approximately  7,531,329  square feet of food  packaging,
freezing and freezer  storage,  and warehouse  storage space.  These  facilities
process and package various vegetable and fruit products. Most of 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.

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 of Item
8, Financial Statements and Supplementary Data, for additional information about
the Company's long-term debt and lease commitments.

                                     Item 3

                                Legal Proceedings

Various  claims  totaling  approximately  $3,211,000  have been  asserted by the
Fleming Companies  against the Company and a subsidiary  acquired in 2003 in the
Bankruptcy  proceedings  in the U.  S.  Bankruptcy  Court  for the  District  of
Delaware  for (i) receipt of  allegedly  preferential  payments  under the U. S.
Bankruptcy Code ($1,292,000),  (ii) receipt of alleged overpayments ($1,139,000)
and (iii) amounts  allegedly  owing under various  vendor  promotional  programs
($780,000).  The Company has accrued its estimate for the expected settlement of
these  claims.  The Company  does not believe that any  ultimate  settlement  in
excess of the  amount  accrued  will  have a  material  impact on its  financial
position or results of operations.

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 a vote of  shareholders  during the last quarter of
the fiscal period covered by this report.


                                     PART II

                                     Item 5

Market for Registrant's Common Stock and Related Security Holder Matters and
Issuer Purchases of Equity Securities

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
2004 Annual Report,  "Shareholder  Information and Quarterly Results",  which is
incorporated by reference.

<TABLE>
                      Issuer Purchases of Equity Securities
<CAPTION>
- ------------------- ------------------------ ----------------------- ---------------------- ----------------------
                                                                                             Maximum Number (or
                                                                        Total Number of      Approximate Dollar
                                                                      Shares Purchased as     Value) or Shares
                                                                       Part of Publicly        that May Yet Be
                    Total Number of Shares     Average Price Paid     Announced Plans or     Purchased Under the
      Period             Purchased (1)             per Share               Programs           Plans or Programs
- ------------------- ------------------------ ----------------------- ---------------------- ----------------------
                      Class A    Class B     Class A     Class B
                      Common       Common      Common      Common
- ------------------- ------------ ----------- ----------- ----------- ---------------------- ----------------------
<S>                 <C>          <C>         <C>         <C>         <C>                    <C>
1/01/04 - 1/31/04        500         500       $20.14      $20.21             N/A                    N/A
- ------------------- ------------ ----------- ----------- ----------- ---------------------- ----------------------
- ------------------- ------------ ----------- ----------- ----------- ---------------------- ----------------------
2/01/04 - 2/29/04     29,000         -         $21.10        -                N/A                    N/A
- ------------------- ------------ ----------- ----------- ----------- ---------------------- ----------------------
- ------------------- ------------ ----------- ----------- ----------- ---------------------- ----------------------
3/01/04 - 3/31/04        -           -           -           -                N/A                    N/A
- ------------------- ------------ ----------- ----------- ----------- ---------------------- ----------------------
- ------------------- ------------ ----------- ----------- ----------- ---------------------- ----------------------
Total                 29,500         500       $21.08      $20.21             N/A                    N/A
- ------------------- ------------ ----------- ----------- ----------- ---------------------- ----------------------
- ----------
<FN>
(1) These purchases were made in open market transactions by the trustees under
the Seneca Foods Corporation Employees' Savings Plan and the Seneca Foods,
L.L.C. 401(k) Retirement Savings Plan to provide employee matching contributions
under the plans.
</FN>
</TABLE>


                                     Item 6

                             Selected Financial Data

Refer  to the  information  in the  2004  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 2004 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  2004  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 2004 Annual  Report,  "Consolidated  Financial
Statements and Notes thereto  including Report of Independent  Registered Public
Accounting Firm", which is incorporated by reference.


                                     Item 9

Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure

On October 10, 2003 the Company  filed a current  report on Form 8-K reporting a
change in its certifying  accountant from Deloitte & Touche LLP to Ernst & Young
LLP.


                                     Item 9A

                             Controls and Procedures

The  Company  carried  out an  evaluation,  under the  supervision  and with the
participation  of the Company's  management,  including the Company's  principal
executive officer and principal  financial officer,  of the effectiveness of the
design  and  operation  of the  Company's  disclosure  controls  and  procedures
pursuant  to  Exchange  Act Rule  13a-15(e).  Based  upon that  evaluation,  the
principal  executive officer and principal  financial officer concluded that the
Company's disclosure controls and procedures were effective as of the end of the
period  covered by this report.  There have been no  significant  changes in the
Company's  internal  control  over  financial  reporting  that  have  materially
affected,  or are reasonably likely to materially affect, the Company's internal
control  over  financial  reporting  during the  Company's  most  recent  fiscal
quarter.


                                    PART III

                                     Item 10

               Directors and Executive Officers of the Registrant

The Company has  adopted a Code of Ethics  that  applies to the Chief  Executive
Officer, Chief Financial Officer and Controller. The Code of Ethics is available
on our web site www.senecafoods.com (free of charge).

Additional  information  required by Item 10 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 11

                             Executive Compensation

Information  required by Item 11 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 12

Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters

Information  required by Item 12 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 13

                 Certain Relationships and Related Transactions

Information  required by Item 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

                     Principal Accountant Fees and Services

Information  required by Item 14 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.


<PAGE>



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors and Stockholders
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 for each of the two years
in the period ended  March 31,  2003,  and have issued our report  thereon dated
May 21, 2003; such consolidated  financial statements and report are included in
your  2004  Annual  Report  to  Shareholders  and  are  incorporated  herein  by
reference.  Our  audits  also  included  the  consolidated  financial  statement
schedule of Seneca Foods  Corporation,  listed in  Item 15 (A)(2)  for the years
ended March 31, 2003 and 2002. 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


Rochester, New York
May 21, 2003




<PAGE>



                                     PART IV

                                     Item 15

        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, 2004, are incorporated by reference in Item 8:

         Consolidated Statements of Net Earnings - Years ended March 31, 2004,
         2003 and 2002

         Consolidated Balance Sheets - March 31, 2004 and 2003

         Consolidated Statements of Cash Flows - Years ended March 31, 2004,
         2003 and 2002

         Consolidated Statements of Stockholders' Equity - Years ended March 31,
         2004, 2003 and 2002

         Notes to Consolidated Financial Statements - Years ended March 31,
         2004, 2003 and 2002

         Reports of Independent Registered Public Accounting Firms
<TABLE>
<CAPTION>
                                                                                                    Pages
                                                                                                    -----
<S>  <C>            <C>                                                                             <C>
     2. Supplemental Schedule:

         Schedule II      --        Valuation and Qualifying Accounts                                11

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.


     3.             Exhibits:

     No. 3    -     Articles of Incorporation and By-Laws - Incorporated by reference to exhibits 3.1,
                    3.2 and 3.3 the Company's Form 10-Q/A filed August, 1995; as amended by exhibit 3
                    filed with the Company's Form 10-K filed June 1996 as amended by exhibit 3(i) to the
                    Company's Form 8-K dated September 17, 1998; as amended by exhibit 3.3 to the
                    Company's form 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.

     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.  Incorporated  by reference to exhibit
                    10 to the  Company's  Form 10-K filed June 25, 2002 for 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 2004 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 (filed herewith)

     No. 23.1 -     Consent of Ernst & Young LLP

     No. 23.2 -     Consent of Deloitte & Touche LLP

     No. 31.1 -     Certification of Kraig H. Kayser pursuant to Section 302 of the Sarbanes-Oxley Act of
                    2002 (filed herewith)

     No. 31.2 -     Certification of Philip G. Paras pursuant to Section 302 of the Sarbanes-Oxley Act of
                    2002 (filed herewith)

     No. 32   -     Certifications  pursuant  to  Section  906 of the  Sarbanes-Oxley Act of 2002  (filed
                    herewith)
</TABLE>


B. Reports on Form 8-K

     A Form 8-K furnished February 4, 2004 related to a Quarterly Earnings Press
     Release. A Form 8-K filed March 31, 2004 related to the Fleming Companies
     Bankruptcy Proceeding and an Indemnification Claim.


<TABLE>
                                   Schedule II



                        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>          <C>
Year-ended March 31, 2004:
     Allowance for doubtful accounts   $    761    $    694     $    355 (b)  $    155 (a)  $    945
                                       =============================================================

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

(b)      Reclassified to accrued expense related to a liability for Chapter 11
         preference payments received from a customer.
</FN>
</TABLE>


<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 /s/Jeffrey L. Van Riper                     May 27, 2004
         --------------------------                     ------------
         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:

<TABLE>
<CAPTION>
    Signature                                             Title                                  Date
    ---------                                             -----                                  ----
<S>                                               <C>                                        <C>

/s/Arthur S. Wolcott                              Chairman and Director                      May 27, 2004
- --------------------
Arthur S. Wolcott


/s/Kraig H. Kayser                                President, Chief Executive Officer,        May 27, 2004
- ------------------                                and Director
Kraig H. Kayser


/s/Philip G. Paras                                Chief Financial Officer                    May 27, 2004
- ------------------
Philip G. Paras


/s/Jeffrey L. Van Riper                           Controller and Secretary                   May 27, 2004
- -----------------------                           (Principal Accounting Officer)
Jeffrey L. Van Riper


/s/Arthur H. Baer                                 Director                                   May 27, 2004
- -----------------
Arthur H. Baer


/s/Andrew M. Boas                                 Director                                   May 27, 2004
- -----------------
Andrew M. Boas


/s/Robert T. Brady                                Director                                   May 27, 2004
- ------------------
Robert T. Brady


/s/Douglas F. Brush                               Director                                   May 27, 2004
- -------------------
Douglas F. Brush


/s/G. Brymer Humphreys                            Director                                   May 27, 2004
- ----------------------
G. Brymer Humphreys


/s/Susan W. Stuart                                Director                                   May 27, 2004
- ------------------
Susan W. Stuart

</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>2
<FILENAME>ex31110k04.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 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: June 14, 2004                        By: /s/Kraig H. Kayser
                                                ------------------------
                                                Kraig H. Kayser
                                                President and Chief Executive
                                                  Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>3
<FILENAME>ex31210k04.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 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: June 14, 2004                               By:/s/Philip G. Paras
                                                   -----------------------
                                                   Philip G. Paras
                                                   Chief Financial Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>4
<FILENAME>ex32-10k04.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 for the period ended March 31, 2004 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
                                                       June 14, 2004


                                                       /s/Philip G. Paras
                                                       ------------------------
                                                       Philip G. Paras
                                                       Chief Financial Officer
                                                       June 14, 2004



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>5
<FILENAME>ex23210k04.txt
<DESCRIPTION>D & T
<TEXT>
                                  Exhibit 23.2



CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the  incorporation  by reference  in  Registration  Statement  No.
333-12365  of Seneca  Foods  Corporation  and  subsidiaries  on  Form S-8 of our
reports dated May 21,  2003,  appearing in and  incorporated by reference in the
Annual Report on Form 10-K of Seneca Foods  Corporation and subsidiaries for the
year ended March 31, 2004.



/s/Deloitte & Touche LLP

Rochester, New York
June 11, 2004



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>6
<FILENAME>ex2110k04.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-13
<SEQUENCE>7
<FILENAME>ex1310k04.txt
<DESCRIPTION>ANNUAL REPORT
<TEXT>
<TABLE>
Five Year Selected Financial Data

Summary of Operations and Financial Condition
(In thousands, except per share data)
<CAPTION>
 Years ended March 31,                                2004           2003         2002          2001           2000
 ------------------------------------------------------------------------------------------------------------------
<S>                                               <C>            <C>         <C>           <C>            <C>
 Net sales                                        $887,756       $644,379    $ 651,075     $ 674,300      $ 621,078
 ------------------------------------------------------------------------------------------------------------------

 Operating earnings (before interest and
    other (income) expense, net)                 $  36,476       $ 33,035    $  20,406     $  20,795      $  24,289
 Net earnings                                       12,941          9,050        1,140           813          4,320
 ------------------------------------------------------------------------------------------------------------------

 Basic earnings per common share                      1.18            .89          .11           .08            .42
 Diluted earnings per common share                    1.17            .88          .11           .08            .42
 ------------------------------------------------------------------------------------------------------------------

 Working capital                                   $187,764      $172,382     $163,606      $163,367       $168,972
 Inventories                                        270,283       141,649      181,835       229,170        203,173
 Net property, plant, and equipment                 181,907       132,969      155,189       167,450        179,146
 Total assets                                       533,903       379,540      403,576       444,233        438,540
 Long-term debt and capital lease
    obligations                                     160,987       133,337      156,100       171,346        189,968
 Stockholders' equity                               190,249       159,364      151,123       149,759        148,999

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

 Additions to property, plant, and equipment       $ 23,109      $  6,832     $ 13,423       $15,395       $ 19,875
 Interest expense, net                               16,135        13,757       17,441        18,662         16,147
 ------------------------------------------------------------------------------------------------------------------

 Net earnings/average equity                            7.6%          6.0%         0.9%          0.7%           3.6%
 Earnings before taxes/sales                            2.3%          2.3%         0.3%          0.2%           1.1%
 Net earnings/sales                                     1.5%          1.4%         0.2%          0.1%           0.7%
 Long-term debt/equity                                   85%           84%         103%          114%           127%
 Current ratio                                        2.2:1         3.4:1        3.0:1         2.5:1          3.1:1
 ------------------------------------------------------------------------------------------------------------------
 Stockholders' equity per common share            $   19.97     $   17.64    $   16.46      $  16.26      $   16.16
 Class A National Market System
    closing price range                         21.97-16.20   18.75-10.75  14.75-11.50   15.25-11.00    15.50-10.25
 Class B National Market System
    closing price range                         22.88-16.85   18.38-12.75  14.78-12.00   14.88-10.75    14.75-10.00
 Common cash dividends declared per share               -              -             -             -              -
 Price earnings ratio                                  16.0          13.6         84.3         110.2           17.1
 ------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>



Management's Discussion and Analysis of Financial Condition and Results of
Operations

OVERVIEW

Our Business

Seneca  Foods  is  the  world's  leading  producer  and  distributor  of  canned
vegetables. Canned vegetables are sold nationwide in all channels serving retail
markets,  certain  export  markets,  the food service  industry,  and other food
processors.  Canned vegetables represent 87% of the Company's sales. The Company
maintains  a number one share in the  private  label,  food  service  and export
canned  vegetable  markets;  and a number three  position in the branded  canned
vegetable market. Our Company also supplies canned and frozen vegetable products
to General Mills  Operations,  Inc.  ("GMOI")  under an Alliance  Agreement.  In
addition,  our Company is the supplier of frozen vegetable products  principally
to the food  service  industry,  and fruit and snack chip  products  principally
serving retail markets and other food processors.

Currently, our business strategies are designed to maintain our market share and
enhance our sales and  margins  and  include:  (1)  position  the Company as the
low-cost,  high quality producer of canned vegetables through the elimination of
costs from our supply chain and  investment in  state-of-the-art  production and
logistical  technology;   (2)  effective  integration  of  the  recent  Chiquita
Processed Foods  acquisition ("the  Acquisition");  (3) drive growth in earnings
through  the use of cash flow to  de-leverage  the  balance  sheet  and  through
opportunistic,  targeted acquisitions;  and (4) expansion of our growth segments
to capitalize on their higher expected returns.


<PAGE>





The Acquisition

On May 27, 2003, the Company completed its acquisition of 100% of the membership
interest in Chiquita  Processed  Foods,  L.L.C.  ("CPF")  from  Chiquita  Brands
International,   Inc.  The  rationale  for  the  acquisition  was  twofold:  (1)
strengthen the Company's  market position in the canned vegetable  segment;  and
(2) improve the Company's cost structure through the realization of cost savings
by eliminating  duplicative  functions and combining the purchasing power of the
two companies.  The purchase price totaled $126.1 million plus the assumption of
certain  liabilities.  This acquisition was financed with cash,  proceeds from a
new $200.0 million revolving credit facility, and $16.1 million of the Company's
Participating  Convertible  Preferred  Stock. The Preferred Stock is convertible
into the  Company's  Class A Common  Stock on a  one-for-one  basis  subject  to
antidilution  adjustments.  The  Preferred  Stock was valued at $16.60 per share
based  on the  market  value  of the  Class  A  Common  Stock  at the  time  the
acquisition was announced.


Purchase Price Allocation

The purchase  price to acquire CPF was allocated  based on the fair value of the
assets and liabilities  acquired.  The Company obtained an independent valuation
of its property,  plant and equipment,  and internally determined the fair value
of its other assets and  liabilities.  The purchase  price of $130.3 million has
been calculated as follows (in millions):

Cash                                                 $   110.0
Issuance of convertible preferred stock                   16.1
Closing costs                                              4.2
                                                     ---------
Purchase Price                                       $   130.3
                                                     =========

The total purchase price of the transaction has been allocated as follows:

Current assets                                       $   137.8
Property, plant and equipment                             87.8
Other assets                                               6.5
Current liabilities                                      (69.6)
Long-term debt                                           (27.9)
Other non-current liabilities                             (4.3)
                                                     ---------
Total                                                $   130.3
                                                     =========

Divestitures

The Company sold three former Chiquita Processed Foods plants and related assets
to Lakeside Foods,  Inc. on June 17, 2003. The Company sold one additional plant
of Chiquita Processed Foods and related assets to Lakeside Foods, Inc. on August
6, 2003.  The  aforementioned  divestitures  to Lakeside Foods  generated  $46.0
million in cash  proceeds,  which was used to pay down debt.  The  Company  sold
additional  plant  locations that were previously  closed by Chiquita  Processed
Foods and  designated as assets held for sale during the fiscal year, generating
$2.5 million in additional proceeds used for debt repayment.


Liquidity and Capital Resources

The  Company's  primary  cash  requirements  are to make  payments  on our debt,
finance  seasonal  working  capital  needs  and to  make  capital  expenditures.
Internally  generated funds and amounts under our revolving  credit facility are
our primary sources of liquidity.


Revolving Credit Facility

On May 27, 2003, in connection with the Acquisition,  the Company entered into a
$200.0 million  five-year  floating rate secured  revolving credit facility (the
"Revolver")  with  several  lenders,  under which $118.2  million was  initially
borrowed.  As of March 31,  2004,  the  outstanding  balance on the Revolver was
$58.4 million. In order to maintain availability of funds under the facility, we
pay a 0.375% commitment fee on the unused portion of the Revolver.  The Revolver
is used to fund our seasonal  working  capital needs,  which are affected by the
growing  cycles of the  vegetables  we process.  The vast  majority of vegetable
inventories are produced during the harvesting and packing months of May through
October and depleted through the remaining six months. Accordingly,  our need to
draw on the Revolver may fluctuate significantly throughout the year.

We believe that cash flows from operations and  availability  under our Revolver
will provide  adequate  funds for our working  capital  needs,  planned  capital
expenditures and debt service obligations for at least the next 12 months.

Long-Term Debt

During the quarter  ended  September  27,  2003,  the Company  refinanced  $42.5
million of debt  outstanding  under the revolving  credit facility with new term
debt from John Hancock Life  Insurance  Company.  At issuance,  the John Hancock
note  totaled  $75.0  million and included  the  refinance  of $32.5  million in
existing John Hancock debt.  The John Hancock note has a fixed  interest rate of
8.03%,  a fifteen  year  amortization  and a ten year term.  The Company did not
issue any other significant long-term debt in 2004.

The Company has three  major  long-term  debt  instruments:  1) a $73.7  million
secured note payable to John Hancock Life  Insurance  Company,  with an interest
rate of 8.03%, which is due through 2014; 2) a $50.2 million secured nonrecourse
note payable to GMOI,  with an interest  rate of 8%, which is due through  2010;
and 3) a $12.0 million secured note payable to The Prudential  Insurance Company
of America, with an interest rate of 10.78%, which is due through 2005.

At March 31, 2004,  scheduled  maturities of long-term  debt in each of the five
succeeding fiscal years are as follows (in thousands):


                               2005              $20,772
                               2006               14,375
                               2007                8,524
                               2008                8,328
                               2009                8,480

Restrictive Covenants

Our credit  facilities  contain  covenants  that  restrict  our  ability and the
ability of our subsidiaries to incur additional  indebtedness,  pay dividends on
and  redeem  our  capital  stock,  make  other  restricted  payments,  including
investments,  sell our assets, incur liens, transfer all or substantially all of
our assets and enter into consolidations or mergers.  Our credit facilities also
require us to meet  certain  financial  tests,  including  minimum  fixed charge
coverage,  minimum  interest  coverage  and  maximum  total debt  ratios.  These
financial  requirements  and ratios generally become more restrictive over time,
subject  to  allowances  for  seasonal  fluctuations.  We  believe  that  we are
currently  in  compliance  with  all  such  financial  covenants,  and  were  in
compliance  therewith  as of March  31,  2004.  The most  restrictive  financial
covenant in the credit agreements is the minimum fixed charge coverage ratio.


Capital Expenditures

Capital  expenditures  in 2004 totaled $23.1 million and include $7.2 million of
construction in progress on two warehouse  expansion  projects in Janesville and
Cambria, Wisconsin,  equipment replacement and other improvements,  and economic
return  and  cost  saving  projects.  We plan to  finance  $8.0  million  of the
Janesville and Cambria warehouse projects in the first quarter of 2005 through a
fifteen year fully amortizing  mortgage with a fixed interest rate of 6.35%. The
total cost of the  Janesville  and  Cambria  warehouse  projects  is expected to
aggregate $11.1 million.


Inventories

In 2004, inventories increased by $125.5 million primarily reflecting the effect
of seasonal  production from the eight plants  acquired in the CPF  acquisition.
Inventories  consist  primarily of finished  canned  vegetable  products and raw
materials and supplies including cans and ends.


Critical Accounting Policies

During the year ended 2004, the Company sold for cash, on a bill and hold basis,
$212.8 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,  which are recorded as a reduction of net sales,  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.


Obligations and Commitments

As of March  31,  2004,  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>

                                               Contractual Obligations
                                                     March 31, 2004

<CAPTION>
                                                                                                     2010
                                     2005              2006-7                 2008-9             and beyond
                                 --------------------------------------------------------------------------
<S>                              <C>                  <C>                    <C>                 <C>
Long-term debt                    $20,772             $22,899                $16,808               $114,721
Interest                           14,760              24,257                 20,287                 39,227
Notes payable                           -                   -                 58,395                      -
Operating lease obligations        13,298              20,936                 11,916                  8,082
Pension                             2,548               5,657                  6,765                 21,809
Capital lease obligations             747               1,556               $  1,262                  3,741
                                 --------------------------------------------------------------------------
Total                             $52,125             $75,305               $115,433               $187,580
                                  =========================================================================
</TABLE>


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


Standby Letters of Credit

We have standby letters of credit for certain insurance-related requirements and
capital leases.  The majority of our standby letters of credit are automatically
renewed annually,  unless the issuer gives  cancellation  notice in advance.  On
March 31, 2004, we had $7.1 million in outstanding standby letters of credit.


Cash Flows

In 2004,  our cash and cash  equivalents  decreased by $60.4  million,  which is
primarily  due  to  the  net  impact  of  $1.6  million  provided  by  operating
activities,  $85.9  million  used in  investing  activities,  and $23.9  million
provided by financing activities.


Operating Activities

Cash provided by operating activities decreased $67.2 million to $1.6 million in
2004.  The decrease  reflects  higher  inventory  balances  associated  with the
seasonal production from the eight plants acquired in the CPF acquisition, which
were primarily funded through the issuance of debt. The cash requirements of the
business  fluctuate  significantly  throughout  the  year to  coincide  with the
seasonal growing cycles of vegetables.  The vast majority of the inventories are
produced during the packing months, from May through October,  and then depleted
during the remaining six months.  Cash flow from operating  activities is one of
our main sources of liquidity.

Cash  provided by operating  activities  increased to $68.8 million in 2003 from
$66.8 million in 2002. The increase is primarily a function of higher  operating
earnings.


Investing Activities

Cash  used  in  investing  activities  was  $85.9  million  for  2004  primarily
reflecting the cash  requirements  of the CPF  acquisition  partially  offset by
proceeds from the sale of assets  primarily  involving the  divestiture  of four
plants to Lakeside Foods. Capital expenditures  aggregated $23.1 million in 2004
versus $6.8 million in 2003. The increase is primarily attributable to equipment
replacement  and other  improvements  at the former CPF locations  together with
$7.2 million of construction in progress on two warehouse  expansion projects in
Janesville and Cambria, Wisconsin.

Cash used in investing  activities was $6.2 million in 2003 and $11.7 million in
2002, principally reflecting capital expenditures.


Financing Activities

Cash provided by financing activities was $23.9 million in 2004. During 2004, we
borrowed cash to fund the CPF acquisition. Cash used in financing activities was
$22.6 million in 2003 and $35.6 million in 2002 reflecting debt reduction.


RESULTS OF OPERATIONS

Fiscal 2004 versus Fiscal 2003

<TABLE>
<CAPTION>
Classes of similar
products/services:                                         2004                2003                2002
- ---------------------------------------------------------------------------------------------------------
                                                                        (In thousands)
<S>                                                     <C>                 <C>                 <C>
Net Sales:
GMOI                                                    $ 247,992           $ 252,059           $ 258,412
Canned vegetables                                         584,010             328,907             333,048
Frozen vegetables                                          28,900              30,422              25,165
Fruit and chip products                                    15,347              20,784              19,982
Other                                                      11,507              12,207              14,468
- ---------------------------------------------------------------------------------------------------------
                                                        $ 887,756           $ 644,379           $ 651,075
=========================================================================================================
</TABLE>


Net sales for fiscal 2004 increased $243.4 million,  or 38%, from $644.4 million
to $887.8  million.  The  increase  reflects  ten months of  operating  activity
related to the CPF  acquisition  which  resulted in a 35%  increase in vegetable
unit volume.

Cost of product sold as a percentage  of sales  increased  from 91.6% in 2003 to
91.9% in 2004.  The  increase  in the  percentage  of the cost of  product  sold
reflects higher  production  costs in fiscal 2004  associated  with  unfavorable
manufacturing  variances  principally  the result of drought  conditions  in the
Midwest growing areas and extreme heat in the Northwest growing areas,  followed
by an early  killing  frost which  included  the  late-season  growing  areas of
Illinois.  The drought and hot weather  conditions  impacted crop yields,  plant
recovery rates and further  resulted in the bunching of crop maturities  whereby
certain contracted raw produce was unable to be harvested. Although we were able
to increase  selling  prices over the second half of the fiscal year, the effect
of these increases was more than offset by the higher manufacturing costs.

Selling,  General and Administrative  expense increased as a percentage of sales
from 3.3% to 4.0% due in large part to the fact that GMOI  sales do not  involve
selling  expense and GMOI sales  decreased as a  percentage  of total sales from
39.1% in 2003 to  27.9%  in  2004.  In  addition,  outside  warehousing  expense
increased in connection with the CPF acquisition.

Interest  expense  increased from $13.8 million to $16.1 million  reflecting the
new debt supporting the CPF acquisition.

Other  income of $0.2  million in 2004  reflects the gain on the sale of certain
fixed  assets.  Other  expense  of $4.7  million  in 2003  reflects  a  non-cash
impairment charge attributable to idle fixed assets.

As a result of the above factors,  pre-tax earnings increased from $14.6 million
in 2003 to $20.5  million in 2004.  The effective tax rate was 37.0% in 2004 and
37.8% in 2003.



<PAGE>




Fiscal 2003 versus Fiscal 2002

Net sales for fiscal 2003  decreased  $6.7 million from $651.1 million to $644.4
million  primarily  reflecting a reduction in GMOI  vegetables  sold from $258.4
million in 2002 to $252.1 million in 2003.

Cost of product sold as a percentage  of sales  decreased  from 93.6% in 2002 to
91.6% in 2003  primarily  reflecting an improved  selling price  environment  in
canned  vegetables  as industry  supply  levels  returned to more normal  levels
following  the Y2K  phenomenon  in the  2001  calendar  year  which  temporarily
impacted consumption levels and resulted in an inventory oversupply situation.

Selling,  General and  Administrative  expense  increased  from $21.1 million to
$21.3 million and as a percentage of sales from 3.2% to 3.3% reflecting  general
wage and benefit increases in the administrative expense area.

Interest  expense  decreased  $3.7 million to $13.8 million as a result of lower
average debt balances and the lower interest rate environment.

Other  expense  of $4.7  million  and $1.0  million  in 2003  and 2002  reflects
non-cash impairment charges for idle fixed assets.

As a result of the improved  selling  price  environment  in canned  vegetables,
pre-tax  earnings  increased from $2.0 million in 2002 to $14.6 million in 2003.
The effective tax rate was 37.8% in 2003 and 41.6% in 2002.


Recently Issued Accounting Standards

In  December  2003,  the FASB  issued  SFAS  No.  132 R  (Revised),  "Employers'
Disclosures  about Pensions and Other  Postretirement  Benefits". This statement
requires  revisions to  employers'  disclosures  about  pension  plans and other
postretirement  benefit plans. It does not change the measurement or recognition
provisions  of SFAS No. 87 or SFAS No. 106. The annual  disclosure  requirements
are effective for 2004 and reflected in these financial statements.










<PAGE>



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 ($4.6 million as of March
31, 2004) 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.  Since the majority of the Company's debt
is at a fixed rate, a 1% change in interest rates would have a minimal effect on
interest expense.  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,
2004.

Commodity Risk

The materials  that the Company uses,  such as  vegetables,  steel and packaging
materials  are  commodities  that may  experience  price  volatility  caused  by
external  factors   including  market   fluctuations,   availability,   currency
fluctuations and changes in governmental  regulations and agricultural programs.
These events can result in reduced  supplies of these  materials,  higher supply
costs or  interruptions  in our  production  schedules.  If  prices of these raw
materials  increase and the Company is not able to  effectively  pass such price
increases along to its customers, operating income will decrease.

<TABLE>
Interest Rate Sensitivity of Long-Term Debt, Short-Term Debt and Short-Term Investments
                                 March 31, 2004
                                 (In Thousands)

<CAPTION>
                                                 EXPECTED MATURITY DATE
                        --------------------------------------------------------------------------------
                                                                                                            Total /        Estimated
                                                                                                           Weighted             Fair
                                2005          2006         2007        2008         2009      Thereafter    Average            Value
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>         <C>           <C>          <C>          <C>          <C>         <C>             <C>
Fixed-rate L/T debt:
   Principal cash flows      $21,083     $ 14,700      $  8,869     $    8,698   $ 8,870      $95,381      $157,601       $  157,534
   Average interest rate        9.12%        7.37%         7.14%          7.40%     7.43%        7.88%         7.90%              --
Variable-rate L/T debt:
   Principal cash flows     $    437     $    441      $    445     $      352   $   150      $23,080      $ 24,905       $   24,905
   Average interest rate        2.11%        2.10%         2.09%          2.26%     3.37%        3.25%         3.17%              --
Variable-rate S/T debt:
   Principal cash flows                                                                                    $  38,039      $   38,039
   Average interest rate                                                                                        2.98%             --
Short-term investments:
   Average balance                                                                                         $  11,422      $   11,422
   Average interest rate                                                                                       1.18%              --
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>


<TABLE>
Consolidated Statements of Net Earnings


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


<CAPTION>
Years ended March 31,                                                               2004              2003            2002
- --------------------------------------------------------------------------------------------------------------------------

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

Net sales                                                                       $887,756          $644,379        $651,075

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

Costs and expenses:
   Cost of product sold                                                          816,090           590,079         609,574
   Selling, general, and administrative expense                                   35,190            21,265          21,095
   Other (income) expense, net                                                      (207)            4,719           1,011
   Interest expense, net of interest income of $395, $834 and
     $301, respectively                                                           16,135            13,757          17,441
                                                                         -------------------------------------------------
                                                                                 867,208           629,820         649,121
- --------------------------------------------------------------------------------------------------------------------------

Earnings before income taxes                                                      20,548            14,559           1,954
Income taxes                                                                       7,607             5,509             814
                                                                         -------------------------------------------------
   Net earnings                                                                 $ 12,941         $   9,050       $   1,140
==========================================================================================================================


   Basic earnings per common share                                              $   1.18         $     .89       $     .11
==========================================================================================================================

   Diluted earnings per common share                                            $   1.17         $     .88       $     .11
==========================================================================================================================

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


<PAGE>


<TABLE>

Consolidated Balance Sheets

Seneca Foods Corporation and Subsidiaries
(In thousands)

<CAPTION>
March 31,                                                                                                   2004                2003
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                    <C>                 <C>
Assets
Current Assets:

   Cash and cash equivalents                                                                           $   4,570           $  64,984
   Marketable securities                                                                                   4,465                   -
   Accounts receivable, less allowance for doubtful accounts
     of $945 and $761, respectively                                                                       46,180              31,799
   Inventories:
     Finished products                                                                                   202,573              88,769
     In process                                                                                           15,365              13,911
     Raw materials and supplies                                                                           52,345              38,969
   Deferred income taxes                                                                                   6,615               3,300
   Assets held for sale                                                                                    2,931                   -
   Refundable income taxes                                                                                   451                 715
   Prepaid expenses                                                                                       12,098               1,254
                                                                                               -------------------------------------
       Total Current Assets                                                                              347,593             243,701
- ------------------------------------------------------------------------------------------------------------------------------------
Other assets                                                                                               4,403               2,870
Property, Plant, and Equipment:
   Land                                                                                                    9,222               7,850
   Building                                                                                              112,061              96,730
   Equipment                                                                                             313,494             254,536
                                                                                               -------------------------------------
                                                                                                         434,777             359,116
Less accumulated depreciation and amortization                                                           252,870             226,147
                                                                                               -------------------------------------
       Net Property, Plant, and Equipment                                                                181,907             132,969
- ------------------------------------------------------------------------------------------------------------------------------------
         Total Assets                                                                                   $533,903            $379,540
====================================================================================================================================

Liabilities and Stockholders' Equity
Current Liabilities:
   Notes payable                                                                                       $  58,395           $       -
   Accounts payable                                                                                       37,362              22,730
   Accrued expenses                                                                                       42,553              25,602
   Current portion of long-term debt and capital lease obligations                                        21,519              22,987
                                                                                               -------------------------------------
     Total Current Liabilities                                                                           159,829              71,319
- ------------------------------------------------------------------------------------------------------------------------------------
Long-Term Debt                                                                                           154,428             127,107
Capital Lease Obligations                                                                                  6,559               6,230
Other Liabilities                                                                                          7,790               6,497
Deferred Income Taxes                                                                                     15,048               9,023
                                                                                               -------------------------------------
       Total Liabilities                                                                                 343,654             220,176
- ------------------------------------------------------------------------------------------------------------------------------------
Commitments (Note 14)                                                                                          -                   -
Stockholders' Equity:
   Preferred stock                                                                                        56,338              41,656
   Common stock                                                                                            2,859               2,849
                                                                                               -------------------------------------
     Total Capital Stock                                                                                  59,197              44,505
   Additional paid-in capital                                                                             15,989              14,616
   Accumulated other comprehensive income                                                                  2,324                 422
   Retained earnings                                                                                     112,739              99,821
                                                                                               -------------------------------------
       Total Stockholders' Equity                                                                        190,249             159,364
- ------------------------------------------------------------------------------------------------------------------------------------
         Total Liabilities and Stockholders' Equity                                                     $533,903            $379,540
====================================================================================================================================
<FN>
See notes to consolidated financial statements.
</FN>
</TABLE>


<PAGE>

<TABLE>
Consolidated Statements of Cash Flows

Seneca Foods Corporation and Subsidiaries
(In thousands)

<CAPTION>
Years ended March 31,                                                                    2004             2003              2002
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>              <C>               <C>
Cash flows from operating activities:
   Net earnings                                                                     $  12,941        $   9,050         $   1,140
   Adjustments to reconcile net earnings to
     net cash provided by operations:
       Depreciation and amortization                                                   29,393           22,597            24,546
       Deferred income taxes                                                            1,107            3,520               969
       Gain on the sale of assets                                                        (207)               -                 -
       Impairment provision and other expenses                                              -            4,719             1,011
       Changes in operating assets and liabilities:
         Accounts receivable                                                            9,991              236              (525)
         Inventories                                                                  (41,122)          40,186            47,335
         Prepaid expenses                                                             (10,782)            (892)              946
         Accounts payable, accrued expenses, and other liabilities                     (1,686)         (11,588)           (6,630)
         Income taxes                                                                   1,987              942            (2,000)
                                                                               -------------------------------------------------
       Net cash provided by operations                                                  1,622           68,770            66,792
- --------------------------------------------------------------------------------------------------------------------------------

Cash flows from investing activities:
   Acquisition                                                                       (114,172)               -                 -
   Proceeds from the sale of assets                                                    48,808              677               448
   Additions to property, plant, and equipment                                        (23,109)          (6,832)          (13,423)
   Cash received from acquisition                                                       2,560                -                 -
   Escrow fund                                                                              -                -             1,316
                                                                               -------------------------------------------------
       Net cash used in investing activities                                          (85,913)          (6,155)          (11,659)
- --------------------------------------------------------------------------------------------------------------------------------

Cash flows from financing activities:
   Borrowings on notes payable                                                        396,568                -           138,931
   Payments on notes payable                                                         (363,548)               -          (163,431)
   Payments of long-term debt and capital lease obligations                           (51,903)         (22,834)          (19,124)
   Proceeds from issuance of long-term debt                                            42,562              235             8,079
   Other assets                                                                           221               18                17
   Preferred dividends paid                                                               (23)             (23)              (23)
                                                                               -------------------------------------------------
       Net cash provided by (used in) financing activities                             23,877          (22,604)          (35,551)
- --------------------------------------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents                                  (60,414)          40,011            19,582
Cash and cash equivalents, beginning of year                                           64,984           24,973             5,391
                                                                               -------------------------------------------------
Cash and cash equivalents, end of year                                               $  4,570          $64,984          $ 24,973
================================================================================================================================
<FN>
Supplemental disclosures of cash flow information: Cash paid during the year
   for:
     Interest                                                                         $15,023          $15,122         $  17,973
     Income taxes                                                                       5,768            2,025             1,844
Supplemental information of non-cash investing and financing activities:
     $16.1 million of Preferred Stock was issued in partial consideration for
     the CPF acquisition. The Company assumed $9.1 million of long-term debt
     related to the CPF acquisition.
===============================================================================================================================

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


<PAGE>
<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   Participating
                         Value $.25     Value $.025 Convertible Par Convertible Par          Class A         Class B  Additional
                    Callable at Par     Convertible           Value           Value     Common Stock    Common Stock     Paid-In
                             Voting          Voting           $.025           $.025   Par Value $.25  Par Value $.25     Capital
- --------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>              <C>             <C>             <C>              <C>             <C>             <C>
Shares authorized           200,000       1,400,000         967,742       4,166,667       20,000,000      10,000,000
====================================================================================================================
Shares issued and outstanding:
    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
====================================================================================================================
    March 31, 2004          200,000         807,240         967,742       3,443,596        3,950,380       2,764,005
====================================================================================================================
- ---------------------------------------------------------------------------------------------------------------------------------
Balance March 31, 2001          $50             $20              --         $42,671             $953          $1,872      $13,555
   Net earnings                  --              --              --              --               --              --           --
   Cash dividends paid
     on preferred stock          --              --              --              --               --              --           --
   Preferred stock conversion    --              --              --             (66)               2              --           64
   Common stock conversion       --              --              --              --                1              (1)          --
   Net unrealized
    gain on investments          --              --              --              --               --              --           --
- ---------------------------------------------------------------------------------------------------------------------------------
Balance March 31, 2002           50              20              --          42,605              956           1,871       13,619

   Net earnings                  --             --               --              --               --              --           --
   Cash dividends paid
     on preferred stock          --             --               --              --               --              --           --
   Preferred stock conversion    --             --               --          (1,019)              22              --          997
   Minimum pension liability     --             --               --              --               --              --           --
   Net unrealized loss on
     investments                 --             --               --              --               --              --           --
- ---------------------------------------------------------------------------------------------------------------------------------
Balance March 31, 2003           50              20                          41,586              978           1,871       14,616

   Net earnings                  --              --              --              --               --              --           --
   Cash dividends paid
     on preferred stock          --              --              --              --               --              --           --
   Preferred stock
     conversion                  --              --              --            (500)              10              --          490
   Preferred stock issued        --              --          15,000              --               --              --        1,065
   Minimum pension liability
     (net of tax $477)           --              --              --              --               --              --           --
   Preferred stock
     adjustment                  --             182              --              --               --              --         (182)
   Net unrealized gain
     on investments
     (net of tax $658)           --              --              --              --               --              --           --
- ---------------------------------------------------------------------------------------------------------------------------------
Balance March 31, 2004          $50            $202         $15,000         $41,086             $988          $1,871      $15,989
=================================================================================================================================

<CAPTION>

                         Accumulated
                               Other
                       Comprehensive    Retained     Comprehensive
                              Income    Earnings            Income
- ------------------------------------------------------------------
<S>                    <C>              <C>             <C>

Balance March 31, 2001          $961     $89,677
   Net earnings                   --       1,140           $  1,140
   Cash dividends paid
     on preferred stock           --         (23)                --
   Preferred stock conversion     --          --                 --
   Common stock conversion        --          --                 --
   Net unrealized
    gain on investments          247          --                247
- -------------------------------------------------------------------
Balance March 31, 2002         1,208      90,794          $   1,387
                                                          =========
   Net earnings                   --       9,050          $   9,050
   Cash dividends paid
     on preferred stock           --         (23)                --
   Preferred stock conversion     --          --                 --
   Minimum pension liability    (778)         --               (778)
   Net unrealized loss on
     investments                  (8)         --                 (8)
- -------------------------------------------------------------------
Balance March 31, 2003            422      99,821          $   8,264
                                                           =========
   Net earnings                    --      12,941          $  12,941
   Cash dividends paid
     on preferred stock            --         (23)                --
   Preferred stock
     conversion                    --          --                 --
   Preferred stock issued          --          --                 --
   Minimum pension liability
     (net of tax $477)            778          --                778
   Preferred stock
     adjustment                    --          --                 --
   Net unrealized gain
     on investments
     (net of tax $658)          1,124          --              1,124
- --------------------------------------------------------------------
Balance March 31, 2004         $2,324    $112,739            $14,843
====================================================================

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


<PAGE>



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 30 plants and  warehouses  in seven  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 when
legal  title  passes  to the  purchaser  which is  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 an  original  maturity  of three  months  or less as  short-term
investments.

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

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

Shipping  and  Handling  Costs - The Company  includes all shipping and handling
costs billed to customers  in net sales and the  corresponding  costs in cost of
product sold.

Doubtful  Accounts - A provision for doubtful accounts is recorded based upon an
assessment of credit risk within the accounts receivable  portfolio,  experience
of  delinquencies  (accounts  over 15 days past due) and  charge-offs  (accounts
removed from accounts  receivable for  expectation of  non-payment)  and current
market conditions.  Management believes these provisions are adequate based upon
the relevant information  presently available.  However, it is possible that the
Company's provisions may change in the future.








<PAGE>



Notes to Consolidated Financial Statements (continued)

Earnings per Common Share

A  reconciliation  of basic  earnings per share with diluted  earnings per share
follows:
<TABLE>
<CAPTION>
Years ended March 31,                                        2004          2003          2002
- ----------------------------------------------------------------------------------------------

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

Basic
- -----
Net earnings                                          $    12,941   $     9,050   $     1,140
Deduct preferred stock dividends paid                          23            23            23
                                                      ---------------------------------------
Basic earnings                                        $    12,918   $     9,027   $     1,117
==============================================================================================

Weighted average common shares outstanding                 10,965        10,158        10,158
==============================================================================================

Basic earnings per share                              $      1.18   $       .89   $       .11
==============================================================================================

Diluted
- -------
Basic earnings                                        $    12,918   $     9,027   $     1,117
Add dividends on convertible preferred stock                   20            20            20
                                                      ---------------------------------------
Earnings applicable to common stock on a
  diluted basis                                       $    12,938   $     9,047   $     1,137
==============================================================================================

Shares used in calculating basic earnings per
  share above                                              10,965        10,158        10,158
Additional shares to be issued under full
   conversion of preferred stock                               67            67            67
                                                     ----------------------------------------
Total shares for diluted                                   11,032        10,225        10,225
=============================================================================================

Diluted earnings per share                            $      1.17   $       .88   $       .11
==============================================================================================
</TABLE>


Basic  weighted  average  common  shares  outstanding   includes   participating
preferred shares.

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. Depreciation and capital lease amortization was $28,676,000,
$22,597,000,  and  $24,546,000  in  2004,  2003,  and  2002,  respectively.  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  assesses  all its  long-lived  assets for
impairment  whenever  there  is  an  indicator  of  impairment.  There  were  no
impairment  losses in 2004.  Impairment  losses of $4,719,000  and $690,000 were
recognized in 2003 and 2002,  respectively,  and were included in Other (Income)
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 U.S.  generally  accepted  accounting
principles 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 December 2003, the FASB issued SFAS
No.  132  R  (Revised),   "Employers'   Disclosures  about  Pensions  and  Other
Postretirement  Benefits".  This  statement  requires  revisions  to  employers'
disclosures about pension plans and other postretirement  benefit plans. It does
not change the measurement or recognition  provisions of SFAS No. 87 or SFAS No.
106.  The  annual  disclosure  requirements  were  effective  for  2004  and are
reflected in these financial statements.



<PAGE>



Notes to Consolidated Financial Statements (continued)

2.  Common Stock of Moog Inc.

Marketable  securities  include the  Company's  investment in the Class B Common
Stock of Moog Inc.  totaling  $4,465,000 as of March 31, 2004. The investment of
$2,683,000 as of March 31, 2003 was included in other assets.  The investment is
classified as an available-for-sale security and is carried at fair value. There
were no  realized  gains or  losses  during  2004,  2003,  and  2002,  and gross
unrealized holding gains were $3,749,000, $1,967,000, and $1,980,000 as of March
31, 2004, 2003 and 2002, respectively. The unrealized gains are recorded, net of
tax, in accumulated other comprehensive income.

During  2004,  the Company  decided to sell this  investment,  therefore  it was
reclassified from other assets to marketable securities. Subsequent to 2004 year
end, this investment was sold, providing proceeds of $4,578,000.





<PAGE>



Notes to Consolidated Financial Statements (continued)

3.  Lines of Credit

The Company obtains required  short-term  funds through bank borrowings.  On May
27, 2003, in connection  with the acquisition of CPF, the Company entered into a
$200 million  five-year  floating rate secured  revolving  credit  facility with
various banks, under which $118,247,000 was initially borrowed.  As of March 31,
2004, the outstanding  balance on the revolver was $58,395,000,  with a weighted
average  interest  rate of  2.84%,  and is  included  in  notes  payable  on the
Consolidated  Balance  Sheet.  The $200 million  revolver is secured by accounts
receivable and inventory with a carrying  value of  $316,463,000.  There were no
bank  borrowings  under  lines of credit as of March 31,  2003.  The Company had
$7,120,000 and $7,808,000 of outstanding  standby  letters of credit as of March
31, 2004 and 2003, respectively.



<PAGE>



Notes to Consolidated Financial Statements (continued)

4.  Long-Term Debt
<TABLE>
<CAPTION>
                                                                                                               2004           2003
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                   (In thousands)
<S>                                                                                                       <C>            <C>
Secured nonrecourse subordinated promissory note, 8.00%, due through 2010                                 $   50,208     $   53,833
Secured note payable to insurance company, 8.03% and 10.81%, due through 2014 and 2009                        73,675         32,500
Secured note payable to insurance company, 10.78%, due through 2005                                           12,000         24,000
Secured Industrial Revenue Development Bonds, 3.24% and 3.59% due through 2029                                22,630         22,630
Secured Industrial Revenue Development Bond, 3.37% due through 2012                                            1,200              -
Unsecured subordinated promissory note, 8.00%                                                                      -          4,978
Secured Industrial Revenue Development Bond, 5.69%, due through 2010                                           3,763          4,319
Secured notes payable to utility company, 3.00%, due through 2009                                              1,956          2,546
Unsecured Industrial Revenue Development Bond, 8.50%, due through 2006                                         2,500              -
Secured Industrial Revenue Development Bond, 5.61%, due through 2009                                           1,770          2,318
Unsecured Industrial Revenue Development Bond, 7.75%, due through 2006                                         3,000              -
Other                                                                                                          2,498          2,530
                                                                                                        --------------------------

                                                                                                             175,200        149,654
Less current portion                                                                                          20,772         22,547
                                                                                                        ---------------------------

                                                                                                          $  154,428     $  127,107
                                                                                                        ===========================
</TABLE>


Our credit  facilities  contain  covenants  that  restrict  our  ability and the
ability of our subsidiaries to incur additional  indebtedness,  pay dividends on
and  redeem  our  capital  stock,  make  other  restricted  payments,  including
investments,  sell our assets, incur liens, transfer all or substantially all of
our assets and enter into consolidations or mergers.  Our credit facilities also
require us to meet  certain  financial  tests,  including  minimum  fixed charge
coverage,  minimum  interest  coverage  and  maximum  total debt  ratios.  These
financial  requirements  and ratios generally become more restrictive over time,
subject  to  allowances  for  seasonal  fluctuations.  We  believe  that  we are
currently  in  compliance  with  all  such  financial  covenants,  and  were  in
compliance  therewith  as of March  31,  2004.  The most  restrictive  financial
covenant in the credit agreements is the minimum fixed charge coverage ratio.

As of March 31, 2004, the most restrictive  credit  agreement  limitation on the
company's  payment of dividends  and other  distributions,  such as purchases of
shares,  to  holders  of  Class A or Class B Common  Stock  is an  annual  total
limitation of $500,000  reduced by aggregate annual dividend  payments  totaling
$23,000 which the company presently pays on two outstanding classes of preferred
stock.

The Company has five Industrial  Revenue Bonds ("IRB's")  totaling  $23,830,000,
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 five IRB's  above,  the
carrying  value of assets  pledged for secured debt  including  the $200 million
revolver is $427,199,000.

Debt repayment requirements for the next five fiscal years are:


                                    (In thousands)
                               2005              $20,772
                               2006               14,375
                               2007                8,524
                               2008                8,328
                               2009                8,480



<PAGE>



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  1.42%  to  4.75%.  Other  leases  include  non-cancelable
operating  leases expiring at various dates through 2024.  Generally,  operating
leases provide for early purchase options one year prior to expiration.

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

                                                                            2004              2003
                  --------------------------------------------------------------------------------
                                                                               (In thousands)
                  <S>                                            <C>                      <C>

                  Land                                                   $    67           $    67
                  Buildings                                                1,033             1,033
                  Equipment                                               11,313             9,711
                                                                 ---------------------------------
                                                                          12,413            10,811
                  Less accumulated amortization                            9,372             8,215
                                                                 ---------------------------------
                                                                           3,041             2,596
                  Assets held for sale                                       340                 -
                                                                 ---------------------------------
                                                                         $ 3,381           $ 2,596
                  ================================================================================

The following is a schedule by year of minimum payments due under leases as of
March 31, 2004:

                                                                     Operating         Capital
                  ----------------------------------------------------------------------------
                                                                             (In thousands)
                  Years ending March 31:
                     2005                                              $13,298          $1,020
                     2006                                               11,747           1,016
                     2007                                                9,189           1,016
                     2008                                                7,193             924
                     2009                                                4,723             719
                     2010-2024                                           8,082           4,306
                                                                 -----------------------------
                     Total minimum payment required                    $54,232          $9,001
                  ============================================================

                  Less interest                                                          1,695
                                                                                --------------
                     Present value of minimum lease payments                             7,306
                  Amount due within one year                                               747
                                                                                --------------
                     Long-term capital lease obligations                                $6,559
                  ============================================================================
</TABLE>

Rental  expense  in  2004,  2003,  and 2002 was  $20,538,000,  $13,077,000,  and
$12,545,000 respectively.

<PAGE>



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>
                                                         2004           2003           2002
                                                   ----------------------------------------
                                                                 (In thousands)
                       <S>                         <C>              <C>            <C>

                       Current:
                         Federal                     $  4,938       $  1,529       $     50
                         State                          1,562            460             93
                                                   ----------------------------------------
                                                        6,500          1,989            143
                                                   ----------------------------------------
                       Deferred:
                         Federal                        1,009          3,150            600
                         State                             98            370             71
                                                   ----------------------------------------
                                                        1,107          3,520            671
                                                   ----------------------------------------
                         Total income taxes          $  7,607       $  5,509       $    814
                                                   ========================================
</TABLE>

State net operating  loss  carryforwards  of  approximately  $596,000,  expiring
through March 31, 2022, are available to offset future state tax expense.

A  reconciliation  of the expected U.S.  statutory  rate to the  effective  rate
follows:
<TABLE>
<CAPTION>
                                                         2004             2003            2002
                 -----------------------------------------------------------------------------
                 <S>                                     <C>              <C>             <C>

                 Computed (expected tax rate)            35.0%            35.0%           34.0%
                 Tax-exempt income                       (0.7)            (1.5)           (5.9)
                 Other permanent differences
                    not deductible                        1.1              0.4             2.1
                 State income taxes (net of
                   federal tax benefit)                   5.2              3.7             6.4
                 Other                                   (3.6)             0.2             5.0
                                                  --------------------------------------------
                   Effective tax rate                    37.0%            37.8%           41.6%
                 =============================================================================
</TABLE>

The following is a summary of the significant components of the Company's
deferred tax assets and liabilities as of March 31, 2004 and 2003:
<TABLE>
<CAPTION>
                                                                            2004               2003
                  ---------------------------------------------------------------------------------
                                                                                (In thousands)
                  <S>                                                  <C>                <C>

                  Deferred tax liabilities:
                     Basis and depreciation difference                 $  15,608          $  15,872
                     Other comprehensive income                            1,425                290
                     Other                                                   309                  -
                                                                -----------------------------------
                                                                          17,342             16,162
                                                                -----------------------------------


                  Deferred tax assets:
                     Inventory valuation                                   1,534                 58
                     Future tax credits                                        -              3,403
                     Net operating loss carryforwards                         25                404
                     Employee benefits                                     2,697              1,845
                     Pension                                               2,142              1,857
                     Insurance                                             2,025              1,108
                     Deferred gain on sale/leaseback                         486                569
                     Contributions                                             -                808
                     Other                                                     -                387
                                                                -----------------------------------
                                                                           8,909             10,439
                                                                -----------------------------------
                      Net deferred tax liability                       $   8,433          $   5,723
                  =================================================================================
</TABLE>

Net current  deferred tax assets of  $6,615,000  and  $3,300,000 as of March 31,
2004 and 2003, respectively,  are recognized in the Consolidated Balance Sheets.
Also recognized are net non-current  deferred tax liabilities of $15,048,000 and
$9,023,000 as of March 31, 2004 and 2003, respectively.


<PAGE>



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. There
are  3,443,596  shares  outstanding  as of March  31,  2004.  These  shares  are
convertible immediately on a one-for-one basis into shares of Class A Common
Stock.  There were no  dividends  on this class of stock.  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 subject to
antidilution  adjustments.   In  addition,  this  preferred  stock  has  certain
distribution rights upon liquidation.

As part of the  financing of the CPF  acquisition,  the Company  issued  967,742
shares of  Participating  Convertible  Preferred  Stock.  The Preferred Stock is
convertible  into the  Company's  Class A Common  Stock on a  one-for-one  basis
subject to  antidilution  adjustments.  The Preferred Stock was valued at $16.60
per share based on the market  value of the Class A Common Stock at the time the
acquisition  was  announced.  This  class of stock  has a par value of $.025 per
share and a stated value of $15.50 per share.

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 $.25 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.  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,  2004 and 2003.  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.

The Company has 200,000  shares of 6%,  cumulative,  voting,  $.25 stated value,
preferred stock which is callable at par value of $.25 per share.

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, 2004 and 2003.  Additionally,  there were
3,443,596  and  3,485,506  shares  of Class A  reserved  for  conversion  of the
Participating Preferred Stock as of March 31, 2004 and 2003, respectively.

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

<PAGE>



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,  2004 and a  statement  of the  funded  status as of March 31 of both
years:
<TABLE>
<CAPTION>
                                                            2004                2003
                                                  ---------------------------------
Change in Benefit Obligation                                  (In thousands)
<S>                                                   <C>                 <C>

Benefit obligation at beginning of year               $   41,369          $   34,368
Service cost                                               2,546               2,571
Interest cost                                              3,519               2,334
Actuarial gain                                             1,227               3,570
Acquisition                                               20,821                  -
Benefit payments and expenses                             (2,491)             (1,474)
- ------------------------------------------------------------------------------------

Benefit obligation at end of year                     $   66,991            $ 41,369
====================================================================================

Change in Plan Assets

Fair value of plan assets at beginning of year        $   28,781          $   33,350
Actual return (loss) on plan assets                       13,603              (4,992)
Employer contributions                                       241               1,897
Benefit payments and expenses                             (2,491)             (1,474)
Acquisition                                               19,553                  -
- ------------------------------------------------------------------------------------

Fair value of plan assets at end of year              $   59,687            $ 28,781
====================================================================================


Funded Status
Funded status at end of year                          $  (7,304)            $(12,588)
Unrecognized transition asset                            (2,161)              (2,437)

Unrecognized loss                                            963              10,137
- ------------------------------------------------------------------------------------
Accrued benefit cost                                  $   (8,502)          $  (4,888)
====================================================================================


Accrued benefit liability                                 (8,502)            (6,144)
Accumulated other comprehensive income                         -              1,256
- ------------------------------------------------------------------------------------
Net amount recognized                                 $   (8,502)         $  (4,888)
===================================================================================
</TABLE>


The  Plan  holds  the  Company's  common  stock  with a  fair  market  value  of
$3,972,000.


<PAGE>

The following table provides the components of net periodic benefit cost for the
Plan for fiscal years 2004, 2003, and 2002:

<TABLE>
<CAPTION>
                                                           2004                2003                2002
- -------------------------------------------------------------------------------------------------------
                                                                        (In thousands)
<S>                                                    <C>                 <C>                 <C>
Service cost                                           $  2,545            $  2,571            $  2,150
Interest cost                                             3,519               2,334               2,232
Expected return on plan assets                           (3,850)             (3,005)             (2,639)
Amortization of transition asset                           (276)               (276)               (276)
Amortization of net gain                                    649                   -                   -
Amortization of prior service cost                            -                  31                  94
- -------------------------------------------------------------------------------------------------------
Net periodic benefit cost                              $  2,587            $  1,655            $  1,561
=======================================================================================================
</TABLE>

The Plan's accumulated benefit obligation was $60,929,000 at March 31, 2004, and
$34,925,000 at March 31, 2003.

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:

                                                     2004                2003
- -----------------------------------------------------------------------------


   Discount rate                                     6.00%               6.25%
   Expected return on plan assets                    8.75%               9.00%
   Rate of compensation increase                     3.50%               4.00%


Plan Assets


                                    Target                 Percentage of Plan
                                  Allocation               Assets at March 31,
                                     2005                2004             2003
- ------------------------------------------------------------------------------

Plan Assets:
   Equity Securities*                 99%                 99%              98%
   Debt Securities                     -                   -                -
   Real Estate                         -                   -                -
   Cash                                1                   1                2
- -----------------------------------------------------------------------------
     Total                           100%                100%             100%
=============================================================================




*Includes Seneca common stock in the amounts of $3,972,000 (6.7%) and $3,820,000
(13.3%) at March 31, 2004, and 2003, respectively.

Expected  Return on Plan  Assets

The expected  rate of return on Plan assets is 8.75%.  Seneca Foods  Corporation
expects  8.75%  to fall  within  the 40 to 50  percentile  range of  returns  on
investment portfolios with asset diversification  similar to that of the pension
plans' target asset allocation.

Investment Policy and Strategy

Seneca Foods  Corporation  maintains an investment  policy designed to achieve a
long term rate of return,  including  investment  income  through  dividends and
equity  appreciation,  sufficient  to meet  the  actuarial  requirements  of the
pension  plans.   Seneca  Foods  Corporation  seeks  to  accomplish  its  return
objectives by prudently  investing in a diversified  portfolio of public company
equities with broad industry  representation seeking to provide long term growth
consistent with the performance of relevant market indices, as well as, maintain
an adequate level of liquidity for pension  distributions  as they fall due. The
strategy of being fully invested in equities has  historically  provided greater
rates of return over extended periods of time.


<PAGE>




Cash Flows

Expected contributions for fiscal year ending March 31, 2005:
   Expected employer contributions              $  3,502
   Expected employee contributions                     -

Estimated  future benefit  payments  reflecting  expected future service for the
fiscal years ending March 31:

                      2005                      $  2,548
                      2006                         2,710
                      2007                         2,947
                      2008                         3,223
                      2009                         3,542
                      2010-2014                   21,809

The Company has  Employees'  Savings Plans  (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 $1,708,000,  $605,000, and
$846,000, in 2004, 2003, and 2002, 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>
                                                                                             2004                     2003
                                                                                    -----------------------------------------------
                                                                                   Carrying    Estimated     Carrying     Estimated
                                                                                     Amount   Fair Value       Amount    Fair Value
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                      (In thousands)

<S>                                                                                <C>          <C>          <C>         <C>
Long-term debt, including current portion                                          $175,200     $175,850     $149,654      $143,639
Notes payable                                                                        58,395       58,395            -             -
Capital leases, including current portion                                             7,306        6,589        6,670         5,034
Class B Common Stock of Moog Inc.                                                     4,465        4,465        2,683         2,683
</TABLE>

The estimated fair values were determined as follows:

     Long-term debt and capital lease obligations - The quoted market prices for
     similar debt or current rates offered to the Company for debt with the same
     maturities.

     Notes payable - The carrying amount approximates fair value due to the
     short-term maturity of the notes.

     Class B Common Stock of Moog Inc. - Based on quoted market prices.

<PAGE>



Notes to Consolidated Financial Statements (continued)

10. Acquisition

On May 27, 2003, the Company completed its acquisition of 100% of the membership
interest in Chiquita  Processed  Foods,  L.L.C.  ("CPF")  from  Chiquita  Brands
International,  Inc.  The  primary  reason  for the  acquisition  was to acquire
additional  production capacity in the Canned Vegetable  business.  The purchase
price totaled $126.1 million plus the  assumption of certain  liabilities.  This
acquisition was financed with cash, proceeds from a new $200.0 million revolving
credit facility,  and $16.1 million of the Company's  Participating  Convertible
Preferred  Stock.  The Preferred Stock is convertible into the Company's Class A
Common Stock on a one-for-one  basis.  The Preferred  Stock was valued at $16.60
per share based on the market  value of the Class A Common Stock at the time the
acquisition was announced.

The new $200.0 million  revolving  credit facility has a five-year term.  During
the quarter ended  September 27, 2003, the Company  refinanced  $42.5 million of
debt outstanding  under the revolving credit facility with new term debt from an
insurance  company.  The new term  debt  from  the  insurance  company  of $42.5
million,  when combined with the refinancing of existing  insurance company debt
of $32.5 million, has an interest rate of 8.03%, 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 $200.0 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 $200.0 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 8.5%.
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  consolidated  statement of net earnings for the year ended March
31, 2004 includes ten months of the CPF acquired operations.  A pro forma income
statement as if the  operations  were  acquired at the  beginning of the periods
presented follows:


                                                       2004                2003
- -------------------------------------------------------------------------------
                                                           (unaudited)
Net Sales                                          $942,238            $945,217
- -------------------------------------------------------------------------------
Cost of Product Sold                                867,020             874,797
Selling, General and Administrative                  39,495              27,144
Interest Expense (net)                               16,985              18,209
Other Expense (net)                                   1,675               2,409
- -------------------------------------------------------------------------------
       Total Costs and Expenses                     925,175             922,559

Earnings Before Income Taxes                         17,063              22,658
Income Taxes                                          6,248               7,644
- -------------------------------------------------------------------------------
Net Earnings                                      $  10,815           $  15,014
===============================================================================
Basic Earnings Per Share                          $    0.96           $    1.35
===============================================================================
Diluted Earnings Per Share                        $    0.96           $    1.35
===============================================================================



<PAGE>


Notes to Consolidated Financial Statements (continued)

The Company sold three former Chiquita Processed Foods plants and related assets
to Lakeside Foods, Inc. on June 17, 2003. The Company sold one additional former
Chiquita  Processed  Foods plant and related assets to Lakeside  Foods,  Inc. on
August 6, 2003. The aforementioned sales to Lakeside Foods generated $46 million
in cash proceeds,  which was used to pay down debt. The Company sold  additional
plant locations that were designated as assets held for sale during the year. As
of March 31, 2004, the Company has designated four additional plant locations as
held for sale and  recorded  them as  assets  held for sale on the  Consolidated
Balance Sheet at their expected fair value.


The total purchase price of the transaction has been allocated as follows:

Current assets                                       $   137.8
Property, plant and equipment                             87.8
Other assets                                               6.5
Current liabilities                                      (69.6)
Long-term debt                                           (27.9)
Other non-current liabilities                             (4.3)
                                                     ---------
Total                                                $   130.3
                                                     =========

11.  Other Income and Expense

Other income in 2004  consisted of a gain on the sale of certain fixed assets of
$207,000.

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.

12.  Sales Information

The Company sold $247,992,000, $252,059,000 and $228,556,000 representing 28%,
39% and 35% of net sales, to one customer in 2004, 2003, and 2002, 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 2004,  2003, and 2002, the sale of Green Giant
vegetables account for 28%, 39%, and 40% 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:                    2004                  2003                2002
- -------------------------------------------------------------------------------------------------------
                                                                        (In thousands)
<S>                                                  <C>                 <C>                   <C>

Net Sales:
   GMOI                                              $  247,992          $  252,059            $258,412
   Canned vegetables                                    584,010             328,907             333,048
   Frozen vegetables                                     28,900              30,422              25,165
   Fruit and chip products                               15,347              20,784              19,982
   Other                                                 11,507              12,207              14,468
- -------------------------------------------------------------------------------------------------------
                                                     $  887,756          $  644,379            $651,075
=======================================================================================================
</TABLE>

14.  Commitments and Other Contingencies

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.

Various  claims  totaling  approximately  $3,211,000  have been  asserted by the
Fleming Companies  against the Company and a subsidiary  acquired in 2003 in the
Bankruptcy  proceedings  in the U.  S.  Bankruptcy  Court  for the  District  of
Delaware  for (i) receipt of  allegedly  preferential  payments  under the U. S.
Bankruptcy Code ($1,292,000),  (ii) receipt of alleged overpayments ($1,139,000)
and (iii) amounts  allegedly  owing under various  vendor  promotional  programs
($780,000).  The Company has accrued its estimate for the expected settlement of
these  claims.  The Company  does not believe that any  ultimate  settlement  in
excess of the  amount  accrued  will  have a  material  impact on its  financial
position or results of operations.

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.


<PAGE>


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders of
Seneca Foods Corporation
Marion, New York


We have  audited the  accompanying  consolidated  balance  sheet of Seneca Foods
Corporation and Subsidiaries as of March 31, 2004, and the related  consolidated
statements of net earnings,  stockholders'  equity,  and cash flows for the year
then ended.  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 audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). 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  audit  provides  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated financial position of Seneca
Foods  Corporation and  Subsidiaries as of March 31, 2004, and the  consolidated
results  of their  operations  and their  cash  flows for the year then ended in
conformity with U.S. generally accepted accounting principles.

/s/Ernst & Young LLP

ERNST & YOUNG LLP
Buffalo, New York
May 26, 2004



<PAGE>



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors and Stockholders
Seneca Foods Corporation
Marion, New York

We have  audited the  accompanying  consolidated  balance  sheet of Seneca Foods
Corporation  and  subsidiaries  (the  "Company")  as of March 31, 2003,  and the
related consolidated statements of net earnings,  stockholders' equity, and cash
flows for each of the two  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  standards  of the Public  Company
Accounting Oversight Board (United States). 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 the results of their operations and their
cash  flows for each of the two years in the period  ended  March 31,  2003,  in
conformity with accounting principles generally accepted in the United States of
America.

/s/Deloitte & Touche LLP

Rochester, New York
May 21, 2003



<PAGE>



Shareholder Information and Quarterly Results

The Company's  common stock is traded on The NASDAQ  National Stock Market.  The
4.0 million of Class A  outstanding  shares and 2.8 million  Class B outstanding
shares are owned by 301 and 296 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:                            2004                         2003
                                                      ------------------------------------------------
                                       Quarter          High          Low            High         Low
                                       ---------------------------------------------------------------
                          <S>          <C>             <C>          <C>            <C>          <C>

                                       First           $18.50       $16.20         $15.39       $12.96
                                       Second           19.30        17.30          13.99        12.02
                                       Third            21.50        19.00          15.00        10.75
                                       Fourth           21.97        18.00          18.75        13.94



                          Class B:                            2004                         2003
                                                      ------------------------------------------------
                                       Quarter          High          Low            High         Low
                                       ---------------------------------------------------------------

                                       First           $18.72       $16.85         $16.00       $14.05
                                       Second           19.55        17.52          14.80        13.80
                                       Third            22.88        19.05          16.42        12.75
                                       Fourth           22.25        18.25          18.38        15.13
</TABLE>

As of March 31, 2004, the most restrictive  credit  agreement  limitation on the
Company's  payment of dividends  and other  distributions,  such as purchases of
shares,  to  holders  of  Class A or Class B Common  Stock  is an  annual  total
limitation of $500,000,  reduced by aggregate annual dividend  payments totaling
$23,000 which the Company presently pays on two outstanding classes of preferred
stock.  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.

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, 2004:
Net sales                                                      $ 151,296         $ 248,194         $ 325,303         $ 162,963
Gross margin                                                      15,501            19,987            17,568            18,550
Net earnings                                                       3,672             3,910             1,887             3,472
Basic earnings per common share                                      .35               .35               .17               .31
Diluted earnings per common share                                    .35               .35               .17               .31

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                                      .19               .21               .31               .18
Diluted earnings per common share                                    .19               .20               .31               .18

</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.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>8
<FILENAME>ex23110k04.txt
<DESCRIPTION>E & Y
<TEXT>
                                  Exhibit 23.1


       Consent and Report of Independent Registered Public Accounting Firm





Board of Directors
Seneca Foods Corporation


We consent to the  incorporation  by reference in this Annual Report (Form 10-K)
of Seneca Foods  Corporation  of our report dated May 26, 2004,  included in the
2004 Annual Report to Shareholders of Seneca Foods Corporation.


Our audit  also  included  the  financial  statement  schedule  of Seneca  Foods
Corporation  for the year ended  March 31, 2004  listed in Item  15(A)(2).  This
schedule is the responsibility of the Company's  management.  Our responsibility
is to express  an opinion  based on our audit.  In our  opinion,  the  financial
statement  schedule  referred to above, 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.

We also consent to the  incorporation  by  reference  in (a) the  Post-Effective
Amendment No. 1 of Registration Statement (Form S-8 No. 333-12365) pertaining to
the Seneca Foods Corporation  Employees'  Savings Plan, and (b) the Registration
Statement  (Form S-8 No.  333-114097)  pertaining  to the Seneca  Foods,  L.L.C.
401(k) Retirement Savings Plan, of our report dated May 26, 2004 with respect to
the consolidated financial statements incorporated herein by reference of Seneca
Foods  Corporation,  and our report  included in the  preceding  paragraph  with
respect to the financial statement schedule of Seneca Foods Corporation included
in this Annual Report (Form 10-K) for the year ended March 31, 2004.

                                                  /s/ Ernst & Young LLP


Buffalo, New York
June 11, 2004


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
