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<SEC-DOCUMENT>0000088948-05-000018.txt : 20050614
<SEC-HEADER>0000088948-05-000018.hdr.sgml : 20050613
<ACCEPTANCE-DATETIME>20050614145136
ACCESSION NUMBER:		0000088948-05-000018
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		8
CONFORMED PERIOD OF REPORT:	20050331
FILED AS OF DATE:		20050614
DATE AS OF CHANGE:		20050614

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:		05894593

	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>a10k0305.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, 2005         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 25, 2004 was approximately
$103,123,000.


Common shares outstanding as of May 30, 2005 were Class A: 3,951,717, Class B:
2,762,905.

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, 2005 (the "2005 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 2005
                            SENECA FOODS CORPORATION

<CAPTION>

PART I.                                                                                            Pages
                                                                                                   -----
<S>                                                                                                <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                                                               5-6
   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                                                               6-7
   Item 9B.    Other Information                                                                       7

PART III.

   Item 10.    Directors and Executive Officers of the Registrant                                      8
   Item 11.    Executive Compensation                                                                  8
   Item 12.    Security Ownership of Certain Beneficial Owners and Management and
   Related Security Holder Matters                                                                     8
   Item 13.    Certain Relationships and Related Transactions                                          8
   Item 14.    Principal Accountant Fees and Services                                                  8


PART IV.

   Item 15.    Exhibits and Financial Statements Schedules                                         10-11

SIGNATURES                                                                                            12

</TABLE>


<PAGE>


2

                           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 99% is
vegetable  processing  and 1% 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.



<PAGE>


The following table summarizes net sales by major product category for the years
ended March 31, 2005, 2004, and 2003:

<TABLE>
Classes of similar products/services:
                                                    2005                  2004               2003
- -----------------------------------------------------------------------------------------------------

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

Net Sales:
   GMOI                                      $        225,527     $       247,992     $      252,059
   Canned vegetables                                  581,486             586,594            328,907
   Frozen vegetables                                   28,304              29,410             30,422
   Fruit and chip products                             16,674              15,347             20,784
   Other                                               12,283              11,507             12,207
- -----------------------------------------------------------------------------------------------------
                                             $        864,274     $       890,850     $      644,379
=====================================================================================================
</TABLE>



                    Source and Availability of Raw Materials


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 is 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 2005,  the  royalty was  $56,823.
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


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


In the food  processing  business,  the end of year sales  order  backlog is not
considered  meaningful.   Traditionally,   larger  customers  provide  tentative
bookings for their expected  purchases for the upcoming  season.  These bookings
are further  developed  as data on the  expected  size of the  related  national
harvests  becomes  available.  In general,  these  bookings serve as a yardstick
rather than as a firm commitment,  since actual harvest results can vary notably
from early estimates.  In actual practice,  the Company has substantially all of
its expected  seasonal  production  identified to potential sales outlets before
the seasonal production is completed.



<PAGE>


                            Competition and Customers


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 46% were retail packed under the
private  label of  customers.  The  remaining  26% 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 2005  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 $437,000 in the aggregate.

Environmental Litigation

The Company is one of a number of business and local  government  entities which
contributed  waste  materials to a landfill in Yates County in upstate New York,
which was operated by a party  unrelated to the Company  primarily in the 1970's
through the early 1980's.  The Company's  wastes were  primarily  food and juice
products.  The landfill contained some hazardous materials and was remediated by
the State of New York. The New York Attorney General has advised the Company and
other known  non-governmental  waste  contributors that New York has sustained a
total remediation cost of $4.9 million and seeks recovery of half that cost from
the non-governmental  waste contributors.  The Company is one of four identified
contributors who  cooperatively are investigating the history of the landfill so
as to identify and seek out other  potentially  responsible  parties who are not
defunct and are financially able to contribute to the non-governmental  parties'
reimbursement liability. Until that search is completed, the Company's liability
cannot be definitively estimated. 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.

                                   Employment

The  Company  has 3,183  employees  of which  2,588  full time and 508  seasonal
employees  work in food  processing  and 87 full  time  employees  work in other
activities.

The Company has six  collective  bargaining  agreements  with three union locals
covering  approximately  825 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.  Four  collective
bargaining agreements expire in calendar 2008. Two agreements expire in calendar
2006.

                               Foreign Operations

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




<PAGE>


                                     Item 2

                                   Properties

The Company has five food  processing,  packaging,  and  warehousing  facilities
located in New York State that provide  approximately  1,608,000  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, two facilities in Oregon, one facility in Illinois, and ten facilities
in Wisconsin  provide  approximately  8,539,000  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

During 2004, various claims totaling  approximately  $3,211,000 were 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). During 2005, the Company settled these claims for $399,000.

On June 15, 2004, an accident occurred at the Company's  aircraft hangar located
at the Yates County Airport in Penn Yan, New York. A collision  occurred between
an automobile owned by an employee of an aircraft service company doing contract
work at the Company's  hangar and two jet aircraft  standing in the hangar.  The
incident  caused  minor  damage  to the  hangar  and  one of the  airplanes  and
substantial  damage to the wing of the second airplane.  A corporate customer of
the  Company's  Flight  Division  shares  ownership  with  the  Company  of  the
less-damaged aircraft and has sole ownership of the more-damaged  aircraft.  The
Company  does not  believe  that any  ultimate  settlement  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
2005 Annual Report,  "Shareholder  Information and Quarterly Results",  which is
incorporated by reference.



<PAGE>

<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>

1/01/05 - 1/31/05     12,000       3,500       $19.06      $15.79             N/A                    N/A
- ------------------- ------------ ----------- ----------- ----------- ---------------------- ----------------------
2/01/05 - 2/29/05          -           -           -           -              N/A                    N/A
- ------------------- ------------ ----------- ----------- ----------- ---------------------- ----------------------
3/01/05 - 3/31/05     34,603            -      $17.25          -              N/A                    N/A
- ------------------- ------------ ----------- ----------- ----------- ---------------------- ----------------------
Total                 46,603       3,500       $17.72      $15.79             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  2005  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 2005 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  2005  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 2005 Annual  Report,  "Consolidated  Financial
Statements and Notes thereto  including Report of Independent  Registered Public
Accounting Firms", which is incorporated by reference.


                                     Item 9

Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure

None.




<PAGE>


                                     Item 9A

                             Controls and Procedures

An evaluation was performed under the supervision and with the  participation of
our  management,  including  our Chief  Executive  Officer  and Chief  Financial
Officer, of the effectiveness of the design and operation, as of March 31, 2005,
of our  disclosure  controls  and  procedures,  as that term is  defined in Rule
13a-15(e)  under the  Securities  and  Exchange  Act of 1934,  as  amended  (the
Exchange  Act). Our  disclosure  controls and  procedures  have been designed to
ensure that  information we are required to disclose in our reports that we file
with the SEC under the  Exchange Act is  recorded,  processed  and reported on a
timely basis.  Based upon this evaluation,  our chief executive  officer and our
chief  financial  officer  concluded  that,  because of the material  weaknesses
described below under  "Management's  Report on Internal  Control Over Financial
Reporting,"  our  disclosure  controls and  procedures  were not effective as of
March 31, 2005.

Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal
control  over  financial  reporting,  as that term is defined in Rule  13a-15(f)
under the  Exchange  Act. Our internal  control  over  financial  reporting is a
process designed to provide  reasonable  assurance  regarding the reliability of
financial  reporting and the preparation of our company's  financial  statements
for external  reporting  purposes in  accordance  with U.S.  generally  accepted
accounting  principles.  Under the supervision and with the participation of our
management,  including our Chief Executive Officer and Chief Financial  Officer,
we conducted a review,  evaluation  and assessment of the  effectiveness  of our
internal  control over financial  reporting as of March 31, 2005, based upon the
criteria  set forth in Internal  Control -  Integrated  Framework  issued by the
Committee of Sponsoring Organizations of the Treadway Commission.

A  material  weakness  is a  significant  deficiency  (as  defined in the Public
Company Accounting Oversight Board's Auditing Standard No. 2), or combination of
significant  deficiencies,  that  results  in  there  being  more  than a remote
likelihood  that a material  misstatement  in the  annual or  interim  financial
statements  will not be  prevented or detected on a timely basis by employees in
the  normal  course  of  their  work.  Management's  assessment  identified  the
following  three  material  weaknesses  as of  March  31,  2005  related  to the
financial statement close process:

o    Insufficient controls to review the application of accounting principles
     over the determination and calculation of asset impairments in accordance
     with FAS 144.

o    Insufficient controls over the calculation and review of accrued promotion
     expense.
o    Insufficient controls over the selection and monitoring of key assumptions
     supporting accounting estimates.

These  material  weaknesses  related to the  financial  statement  close process
affect  the  following  significant  accounts:  property,  plant and  equipment,
accrued expense,  allowance for doubtful  accounts,  inventory,  and the related
income statement  accounts,  and could result in a material  misstatement to our
annual or interim consolidated  financial statements that would not be prevented
or detected.

As a result of these material weaknesses, management recorded adjustments in the
fourth  quarter of fiscal 2005 to the following  accounts:  property,  plant and
equipment,  allowance for doubtful accounts,  accrued promotion expense, accrued
payroll taxes, accrued unemployment  expenses,  and the related income statement
accounts.

Because of the material  weaknesses  described above,  our management  concluded
that our internal control over financial reporting was not effective as of March
31, 2005.  Management's assessment of the effectiveness of internal control over
financial reporting as of March 31, 2005, has been audited by Ernst & Young LLP,
the  Company's  independent  registered  public  accounting  firm.  Their report
appears below.

Plan to Remediate Material Weaknesses
The Company has  dedicated  substantial  resources to the review of its internal
control processes and procedures.  As a result of that review, the Company plans
to take the  following  steps  toward  remediation  of the  material  weaknesses
identified as of March 31, 2005 by: (i)  developing an internal audit process in
the quarter  ending July 2, 2005,  which will include using a third party public
accounting  firm; (ii)  establishing a control whereby a detailed  analysis,  in
accordance  with the  provisions  of FAS 144, will be prepared and reviewed when
management  identifies  an indicator  of  impairment;  (iii)  creating a control
procedure  whereby  management will be required to provide  detailed support for
each promotion accrual on a quarterly basis and corporate  accounting  personnel
will be actively  involved in reviewing the  documentation  for compliance  with
GAAP;  (iv)   implementing   control   procedures  for  the  monitoring  of  key
assumptions, on a quarterly basis, to ensure that they are appropriate.

Changes in Internal Control over Financial Reporting
There have been no changes in the  Company's  internal  control  over  financial
reporting  during the  fourth  quarter  that have  materially  affected,  or are
reasonably  likely to materially  affect,  the Company's  internal  control over
financial reporting.

Report of Independent Registered Public Accounting Firm on Internal Control over
Financial Reporting

The Board of Directors and Stockholders of Seneca Foods Corporation

We have audited  management's  assessment,  included in "Management's  Report on
Internal Control over Financial  Reporting,"  that Seneca Foods  Corporation did
not maintain effective internal control over financial reporting as of March 31,
2005,  because  of  the  effect  of  the  material   weaknesses   identified  in
management's  assessment and described below,  based on criteria  established in
Internal  Control--Integrated  Framework  issued by the  Committee of Sponsoring
Organizations  of the  Treadway  Commission  (the COSO  criteria).  Seneca Foods
Corporation's  management is  responsible  for  maintaining  effective  internal
control over financial  reporting and for its assessment of the effectiveness of
internal control over financial  reporting.  Our responsibility is to express an
opinion on management's  assessment and an opinion on the  effectiveness  of the
Company's internal control over financial reporting 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  effective
internal  control  over  financial  reporting  was  maintained  in all  material
respects. Our audit included obtaining an understanding of internal control over
financial reporting,  evaluating management's assessment, testing and evaluating
the design and operating  effectiveness of internal control, and performing such
other  procedures as we considered  necessary in the  circumstances.  We believe
that our audit provides a reasonable basis for our opinion.

A company's  internal control over financial  reporting is a process designed to
provide reasonable  assurance  regarding the reliability of financial  reporting
and the preparation of financial  statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial  reporting  includes those policies and procedures that (1) pertain to
the  maintenance  of records that, in reasonable  detail,  accurately and fairly
reflect the  transactions  and  dispositions  of the assets of the company;  (2)
provide  reasonable  assurance  that  transactions  are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting  principles,  and that receipts and  expenditures  of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of  unauthorized  acquisition,  use, or  disposition  of the company's
assets that could have a material effect on the financial statements.

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

A  material  weakness  is  a  control  deficiency,  or  combination  of  control
deficiencies,  that  results  in more than a remote  likelihood  that a material
misstatement of the annual or interim financial statements will not be prevented
or detected.

As of March 31, 2005, three material weaknesses existed related to the financial
statement close process:

o    Insufficient controls to review the application of accounting principles
     over the determination and calculation of asset impairments in accordance
     with FAS 144.
o    Insufficient controls over the calculation and review of accrued promotion
     expense.
o    Insufficient controls over the selection and monitoring of key assumptions
     supporting accounting estimates.

As a result of these material weaknesses, management recorded adjustments in the
fourth  quarter of fiscal 2005 to the following  accounts:  property,  plant and
equipment,  allowance for doubtful accounts,  accrued promotion expense, accrued
payroll taxes, accrued unemployment  expenses,  and the related income statement
accounts.  These material  weaknesses were considered in determining the nature,
timing,  and extent of audit  tests  applied in our audit of the 2005  financial
statements,  and this report  does not affect our report  dated June 10, 2005 on
those financial statements.

In our opinion,  management's  assessment that Seneca Foods  Corporation did not
maintain  effective  internal  control over financial  reporting as of March 31,
2005,  is fairly  stated,  in all material  respects,  based on the COSO control
criteria. Also, in our opinion, because of the effect of the material weaknesses
described  above on the  achievement of the objectives of the control  criteria,
Seneca Foods  Corporation  has not maintained  effective  internal  control over
financial reporting as of March 31, 2005 based on the COSO control criteria.

/s/ Ernst & Young LLP
Buffalo, New York
June 10, 2005

                                     Item 9B

                                Other Information

None.




<PAGE>


                                    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  statements  of net  earnings,  stockholders'
equity,  and of cash flows of Seneca Foods  Corporation  and  subsidiaries  (the
"Company") for the year ended March 31, 2003, and have issued our report thereon
dated  May 21,  2003;  such  consolidated  financial  statements  and  report is
included in your 2005 Annual Report to Shareholders  and is incorporated  herein
by  reference.  Our audit also  included the  consolidated  financial  statement
schedule of the Company listed in Item 15 (A)(2).  This  consolidated  financial
statement  schedule  is the  responsibility  of the  Company's  management.  Our
responsibility is to express an opinion based on our audit. 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 and Financial Statement Schedules


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, 2005, are incorporated by reference in Item 8:

         Consolidated  Statements of Net Earnings - Years ended March 31,
         2005, 2004 and 2003

         Consolidated Balance Sheets - March 31, 2005 and 2004

         Consolidated  Statements  of Cash Flows - Years ended March 31, 2005,
         2004 and 2003

         Consolidated Statements of Stockholders' Equity - Years ended March 31,
         2005, 2004 and 2003

         Notes to Consolidated Financial Statements - Years ended March 31,
         2005, 2004 and 2003

         Reports of Independent Registered Public Accounting Firms


         Pages

     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.


<PAGE>



     No. 13   -     The  material   contained  in  the  2005  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 (filed herewith)

     No. 23.2 -     Consent of Deloitte & Touche LLP (filed herewith)

     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)





                                   Schedule II


<TABLE>
                        VALUATION AND QUALIFYING ACCOUNTS
                                 (In thousands)

<CAPTION>
                                       Balance at   Charged/    Charged to    Deductions   Balance
                                       Beginning   (Credited)       other         from       at end
                                       of period   to income      accounts       reserve   of period
                                       -------------------------------------------------------------
<S>                                    <C>         <C>           <C>          <C>          <C>


Year-ended March 31, 2005:
     Allowance for doubtful accounts   $    945    $    913     $      --     $ 1,233(a)   $    625
                                       ============================================================

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
                                       ============================================================
<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                    June 14, 2005
         --------------------------                    -------------
         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                     June 14, 2005
- --------------------
Arthur S. Wolcott


/s/Kraig H. Kayser                                President, Chief Executive Officer,       June 14, 2005
- ------------------                                and Director

Kraig H. Kayser


/s/Philip G. Paras                                Chief Financial Officer                   June 14, 2005
- ------------------
Philip G. Paras


/s/Jeffrey L. Van Riper                           Controller and Secretary                  June 14, 2005
- -----------------------                           (Principal Accounting Officer)
Jeffrey L. Van Riper


/s/Arthur H. Baer                                 Director                                  June 14, 2005
- -----------------
Arthur H. Baer


/s/Andrew M. Boas                                 Director                                  June 14, 2005
- -----------------
Andrew M. Boas


/s/Robert T. Brady                                Director                                  June 14, 2005
- ------------------
Robert T. Brady


/s/Douglas F. Brush                               Director                                  June 14, 2005
- -------------------
Douglas F. Brush


/s/G. Brymer Humphreys                            Director                                  June 14, 2005
______________________
G. Brymer Humphreys


/s/Susan W. Stuart                                Director                                  June 14, 2005
- ------------------
Susan W. Stuart

</TABLE>




<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>2
<FILENAME>e31110k05.txt
<DESCRIPTION>KHK CERTIFICATION
<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)) and internal
        control over financial reporting (as defined in Exchange Act Rules
        13a-15(f) and 15d-15(f)) 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) Designed such internal control over financial reporting, or
                  caused such internal control over financial reporting to be
                  designed under our supervision, to provide reasonable
                  assurance regarding the reliability of financial reporting and
                  the preparation of financial statements for external purposes
                  in accordance with generally accepted accounting principles;


              (c) 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

              (d) 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, 2005                                   By: /s/Kraig H. Kayser
                                                           ------------------
                                                       Kraig H. Kayser
                                                       President  and  Chief
                                                       Executive Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>3
<FILENAME>ex31210k05.txt
<DESCRIPTION>PGP CERTIFICATION
<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)) and internal
        control over financial reporting (as defined in Exchange Act Rules
        13a-15(f) and 15d-15(f)) 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) Designed such internal control over financial reporting, or
                  caused such internal control over financial reporting to be
                  designed under our supervision, to provide reasonable
                  assurance regarding the reliability of financial reporting and
                  the preparation of financial statements for external purposes
                  in accordance with generally accepted accounting principles;


              (c) 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

              (d) 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, 2005                                   By:/s/Philip G. Paras
                                                          --------------------
                                                       Philip G. Paras
                                                       Chief Financial Officer



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>4
<FILENAME>e3210k05.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, 2005 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, 2005


                                                       /s/ Philip G. Paras
                                                       -----------------------
                                                       Philip G. Paras
                                                       Chief Financial Officer
                                                       June 14, 2005


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>5
<FILENAME>ex23110k05.txt
<DESCRIPTION>ERNST & YOUNG LLP CONSENT
<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 June 10, 2005,  with respect to
the consolidated  financial statements of Seneca Foods Corporation,  included in
the 2005 Annual Report to Shareholders of Seneca Foods Corporation.

Our audits also included the financial  statement schedules for the fiscal years
ended  March  31,  2005 and 2004 of  Seneca  Foods  Corporation  listed  in Item
15(A)(2).  These schedules are the responsibility of Seneca Foods  Corporation's
management.  Our responsibility is to express an opinion based on our audits. In
our opinion,  as to which the date is June 10,  2005,  the  financial  statement
schedules  referred to above, when considered in relation to the basic financial
statements  taken  as a whole,  present  fairly  in all  material  respects  the
information set forth therein.

We consent to the  incorporation  by  reference  in the  following  Registration
Statements:

(1) Registration Statement (Form S-3/A No. 333-120982) of Seneca Foods
    Corporation,
(2) Post-Effective Amendment No. 1 of Registration Statement (Form
    S-8 No. 333-12365) pertaining to the Seneca Foods Corporation Employees'
    Savings Plan, and
(3) 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 June 10, 2005,  with respect to the  consolidated  financial
statements of Seneca Foods  Corporation  incorporated  herein by reference,  our
report  dated  June  10,  2005,   with  respect  to  Seneca  Foods   Corporation
management's  assessment of the effectiveness of internal control over financial
reporting and the effectiveness of internal control over financial  reporting of
Seneca  Foods  Corporation,  included  herein,  and our report  included  in the
preceding  paragraph with respect to the financial statement schedules of Seneca
Foods  Corporation  included in this Annual  Report  (Form 10-K) of Seneca Foods
Corporation.

                                          /s/Ernst & Young LLP


Buffalo, New York
June 14, 2005

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>6
<FILENAME>ex23210k05.txt
<DESCRIPTION>DELOITTE & TOUCHE LLP CONSENT
<TEXT>

                                  Exhibit 23.2

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




We consent to the  incorporation by reference in Post Effective  Amendment No. 1
of Registration  Statement No. 333-12365 on Form S-8, Registration Statement No.
333-114097 on Form S-8 and Registration  Statement No.  333-120982 on Form S-3/A
of our  reports  dated May 21,  2003,  relating  to the  consolidated  financial
statements  and  consolidated  financial  statement  schedule  of  Seneca  Foods
Corporation and subsidiaries for the year ended March 31, 2003, appearing in and
incorporated  by  reference  in this Annual  Report on Form 10-K of Seneca Foods
Corporation and subsidiaries for the year ended March 31, 2005.




/s/Deloitte & Touche LLP

Rochester, New York
June 14, 2005



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>7
<FILENAME>ex1310k05.txt
<TEXT>
<TABLE>
Five Year Selected Financial Data

Summary of Operations and Financial Condition
(In thousands, except per share data)
<CAPTION>

 Years ended March 31,                                2005           2004         2003          2002           2001
- -------------------------------------------------------------------------------------------------------------------
<S>                                                <C>          <C>           <C>          <C>            <C>

 Net sales                                         $864,274     $890,850      $644,379     $ 651,075      $ 674,300
- -------------------------------------------------------------------------------------------------------------------

 Operating earnings (before interest and
    other (income) expense, net)                  $  24,868      $36,476       $33,035     $  20,406      $  20,795
 Net earnings                                         7,907       12,941         9,050         1,140            813
- -------------------------------------------------------------------------------------------------------------------

 Basic earnings per common share                        .71         1.18           .89           .11            .08
 Diluted earnings per common share                      .70         1.17           .88           .11            .08
- ------------------------------------------------------------------------------------------------------------------

 Working capital                                   $205,430     $187,764      $172,382      $163,606       $163,367
 Inventories                                        294,470      270,283       141,649       181,835        229,170
 Net property, plant, and equipment                 163,290      181,907       132,969       155,189        167,450
 Total assets                                       524,495      533,903       379,540       403,576        444,233
 Long-term debt and capital lease
    obligations                                     154,125      160,987       133,337       156,100        171,346
 Stockholders' equity                               195,809      190,249       159,364       151,123        149,759
 ------------------------------------------------------------------------------------------------------------------

 Additions to property, plant, and equipment    $      14,415   $ 23,109      $  6,832     $  13,423      $  15,395
 Interest expense, net                                 16,592     16,135        13,757        17,441         18,662
 ------------------------------------------------------------------------------------------------------------------

 Net earnings/average equity                             4.1%        7.4%          5.8%          0.8%           0.5%
 Earnings before taxes/sales                             1.4%        2.3%          2.3%          0.3%           0.2%
 Net earnings/sales                                      0.9%        1.5%          1.4%          0.2%           0.1%
 Long-term debt/equity                                    79%         85%           84%          103%           114%
 Current ratio                                         2.3:1       2.2:1         3.4:1         3.0:1          2.5:1
 ------------------------------------------------------------------------------------------------------------------

 Stockholders'equity per common share             $    20.77  $    19.97       $ 17.64      $  16.46      $   16.26
 Class A National Market System
    closing price range                         20.00-16.75  21.97-16.20   18.75-10.75   14.75-11.50    15.25-11.00
 Class B National Market System
    closing price range                         19.45-16.99  22.88-16.85   18.38-12.75   14.78-12.00    14.88-10.75
 Common cash dividends declared per share               -              -             -             -              -
 Price earnings ratio                                  23.8         16.0          13.6          84.3          110.2
 ------------------------------------------------------------------------------------------------------------------
</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 89% 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 (4) focus on
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
                                                     =========

Restructuring

After a  comprehensive  review of our  production  capacities  following the CPF
acquisition,  the  Company  completed  a  plant  restructuring  program  in 2005
resulting in a restructuring  charge of $7.7 million.  The restructuring  charge
consisted of a non-cash  impairment  charge of $7.0 million and a cash severance
charge  of $0.7  million  which  are  included  in  Plant  Restructuring  in the
Consolidated  Statement of Net Earnings.  This restructuring program principally
involved the closure of three processing facilities including a green bean plant
in upstate New York and corn plants in Wisconsin  and  Washington.  In addition,
the Company restructured the newly acquired Payette,  Idaho facility through the
removal  of canned  meat  production  to focus  exclusively  on dry  beans.  The
rationalization  of the  Company's  productive  capacity  will:  1) improve  the
Company's overall cost structure and competitive position; 2) address the excess
capacity  situation arising from the recent  acquisition of CPF; and 3) mitigate
the effect of  inflationary  pressures on the Company's raw material inputs such
as steel and fuel.

The  closure  of the  Washington  corn  processing  facility  coincided  with an
amendment to the Alliance  Agreement with GMOI. Under the above  amendment,  the
Blue Earth,  Minnesota facility was removed from the Alliance Agreement due to a
reduction in GMOI volume  requirements  and will be operated by the Company as a
non-Alliance facility. Additionally, GMOI agreed to reimburse the Company in the
future for remaining  lease and  depreciation  costs at the Blue Earth  facility
which, on a net present value basis,  approximate  the closure costs  associated
with the Washington facility.

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 and related assets that were  previously  closed by
Chiquita  Processed Foods and designated as assets held for sale during 2005 and
2004,  generating  $1.6 million and $2.5  million,  respectively  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,  2005,  the  outstanding  balance on the Revolver was
$60.7 million. In order to maintain availability of funds under the facility, we
pay a 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. As a result of the
additional liquidity generated by the aforementioned  divestitures,  the Company
provided  notice to its bank  lenders  during  the first  quarter in 2005 of its
intention to reduce the revolving  credit facility from $200.0 million to $150.0
million.  Correspondingly,  the Company  took a non-cash  charge of $0.5 million
reflecting the write-down of the pro-rata  amount of deferred  financing  costs,
which is included in Other Income (net) in the  Consolidated  Statements  of Net
Earnings.  During the fourth quarter of 2005, the Company provided notice to its
bank lenders of its intention to further  reduce the revolving  credit  facility
from $150.0 million to $125.0 million and took a non-cash charge of $0.2 million
reflecting  the  write-down  of the  corresponding  pro-rata  amount of deferred
financing  costs,  which is included in Other Income  (net) in the  Consolidated
Statements  of Net  Earnings.  Subsequent  to 2005 year end, the Company and its
lenders  extended the term of the Revolver for an  additional  year with a final
maturity date of May 27, 2009.

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

On June 24, 2004,  the Company  issued a mortgage to GE Capital for $8.0 million
with an interest rate of 6.35% and a term of 15 years. The proceeds were used to
finance new warehouse  construction  in Janesville and Cambria,  Wisconsin.  The
Company did not issue any other significant long-term debt in 2005. During 2004,
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 has two major long-term debt instruments: 1) a $70.9 million secured
note payable to John Hancock Life  Insurance  Company,  with an interest rate of
8.03%,  which is due through 2014;  and 2) a $46.6 million  secured  nonrecourse
note payable to GMOI, with an interest rate of 8%, which is due through 2010.

At March 31, 2005, scheduled maturities of long-term debt in each of the five
succeeding fiscal years are as follows (in thousands):

                                  2006      $14,896
                                  2007        9,101
                                  2008        8,956
                                  2009        9,151
                                  2010       38,110

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 are in compliance with all
such financial covenants, and were in compliance therewith as of March 31, 2005.
The most restrictive  financial covenant in the credit agreements is the minimum
fixed charge coverage ratio.

Capital Expenditures

Capital  expenditures  in 2005 totaled $14.4 million and include $7.4 million of
construction  costs for three warehouse  expansion projects in Geneva, New York,
Janesville,   Wisconsin,   and  Cambria,   Wisconsin   together  with  equipment
replacement and cost saving projects. Capital expenditures in 2004 totaled $23.1
million and  include  $7.2  million of  construction  in  progress on  warehouse
expansion  projects in Janesville  and Cambria plus  equipment  replacement  and
other improvements, and economic return and cost saving projects. The total cost
of the Geneva,  Janesville and Cambria warehouse projects over the two years was
$14.8 million.

Inventories

In 2005,  inventories increased by $24.2 million primarily reflecting the effect
of unit cost increases for key commodity inputs  including steel and energy.  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 2005, the Company sold for cash, on a bill and hold basis,
$176.5 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.

The Company assesses its long-lived  assets for impairment  whenever there is an
indicator of  impairment.  Property,  plant and equipment are  depreciated  over
their  assigned  lives.  The assigned lives and the projected cash flows used to
test impairment are subjective.  If actual lives are shorter than anticipated or
if future cash flows are less than anticipated,  a future impairment charge or a
loss on  disposal  of the  assets  could  be  incurred.  Impairment  losses  are
recognized when the carrying value of an asset exceeds its fair value.

Obligations and Commitments

As of March  31,  2005,  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, 2005
<CAPTION>
                                                                                                    2011
                                     2006              2007-8                2009-10             and beyond
                                     ----------------------------------------------------------------------
<S>                               <C>                 <C>                    <C>                 <C>

Long-term debt                    $14,896             $18,057                $47,261                $83,001
Interest                           14,019              25,513                 19,850                 33,752
Notes payable                           -                   -                 60,733                      -
Operating lease obligations        18,415              27,922                 18,888                 15,049
Pension                                 -               2,009                  2,331                  7,371
Purchase commitments              122,466                   -                      -                      -
Capital lease obligations             775               1,527                  1,105                  3,175
                                 --------------------------------------------------------------------------
Total                            $170,571             $75,028               $150,168               $142,348
                                 --------------------------------------------------------------------------
</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, 2005, we had $6.2 million in outstanding standby letters of credit.

Cash Flows

In 2005,  our cash and cash  equivalents  increased  by $0.6  million,  which is
primarily  due  to the  net  impact  of  $18.0  million  provided  by  operating
activities,  $8.2 million used in investing activities, and $9.2 million used by
financing activities.

Operating Activities

Cash  provided by operating  activities  increased to $18.0 million in 2005 from
$1.6 million in 2004.  The increase is primarily a function of the negative cash
flow impact in 2004  associated with the inventory  increase  related to the CPF
acquisition  partially  offset by lower  operating  earnings  in 2005.  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  decreased  from $68.8 million in 2003 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.

Investing Activities

Cash  used in  investing  activities  was  $8.2  million  in  2005,  principally
reflecting  capital  expenditures  partially  offset by $6.2 million in proceeds
from the sale of assets  including  $4.6 million from the sale of Class B Common
Stock of Moog Inc. Capital expenditures  aggregated $14.4 million in 2005 versus
$23.1  million  in  2004.  Capital  expenditures  were  unusually  high  in 2004
reflecting a significant  number of equipment upgrades and other improvements in
connection  with  the CPF  acquisition.  Capital  expenditures  in 2005 and 2004
included $7.4 million and $7.2  million,  respectively  for warehouse  expansion
projects. This included the completion of the Janesville and Cambria,  Wisconsin
projects started in 2004 and a Geneva, New York warehouse expansion.

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,  principally
reflecting capital expenditures.

Financing Activities

Cash  used  in  financing  activities  was  $9.2  million  in  2005  principally
consisting of the repayment of $21.9 million in long-term debt partially  offset
by the $9.1 million in proceeds from long-term debt.

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 principally reflecting debt repayment.

RESULTS OF OPERATIONS

Fiscal 2005 versus Fiscal 2004


Classes of similar
products/services:                 2005                2004                2003
- -------------------------------------------------------------------------------
                                                 (In thousands)
Net Sales:
GMOI                           $ 225,527           $ 247,992           $ 252,059
Canned vegetables                581,486             586,594             328,907
Frozen vegetables                 28,304              29,410              30,422
Fruit and chip products           16,674              15,347              20,784
Other                             12,283              11,507              12,207
- --------------------------------------------------------------------------------
                               $ 864,274           $ 890,850           $ 644,379
================================================================================


Net sales for fiscal 2005 decreased $26.6 million, or 3%, from $890.9 million to
$864.3 million.  The decrease  primarily  reflects a planned  reduction of $22.5
million in GMOI production  which was exacerbated by the poor sweet corn growing
conditions  in the  summer  of 2004.  In  addition,  we  experienced  a  planned
reduction  of $15.0  million in canned  vegetable  co-pack  volume  reflecting a
strategic decision by the Company to exit certain unprofitable co-pack business.
Although 2004 included only 10 months of CPF acquisition-related sales activity,
the sales  retention rate from the  acquisition  was higher in 2004,  reflecting
volume associated with plants that were ultimately divested to Lakeside Foods.

Cost of product sold as a percentage  of sales  increased  from 92.2% in 2004 to
92.6% in 2005.  The  increase  in the  percentage  of the cost of  product  sold
reflects higher  production  costs in fiscal 2005  associated  with  unfavorable
manufacturing  variances  principally  the result of commodity  inflation in key
inputs such as steel, natural gas, and fuel. In addition,  last summer and fall,
we experienced a difficult  growing season due to lower average  temperatures in
August which impacted crop yields,  plant recovery rates and further resulted in
certain  contracted  raw  produce  being  unable  to be  harvested.  The cost of
implementing the Sarbanes-Oxley Act of 2002, which totaled $2.5 million in 2005,
was also a significant factor in the cost increase.  Furthermore,  the cost of a
product  recall,  initiated  in the  second  quarter of 2005,  amounted  to $1.4
million.  Finally,  we were unable to fully pass along those higher costs to our
customers,  since many of our customer  contracts are  semi-annual and annual in
nature.

Selling,  general and  administrative  expense remained at 3.7% of sales, as the
negative impact of the sales reduction was offset by effective expense control.

Interest  expense  increased from $16.1 million in 2004 to $16.6 million in 2005
primarily reflecting a full year of acquisition-related debt in 2005.

Plant  restructuring  costs were $7.7 million in 2005  primarily  involving  the
closure of three processing  facilities which are detailed in the  Restructuring
Program section above. As a result of the CPF acquisition,  the Company was able
to complete some plant  consolidations  which will result in substantial savings
by moving the volumes into other plants with minimal capital investment.

Other income of $3.8 million in 2005  reflects the gain on the sale of Moog Inc.
stock of $3.9 million and the sale of certain fixed assets of $0.6 million. This
was  partially  offset by a  non-cash  charge  of $0.7  million  reflecting  the
write-down  of deferred  financing  costs  associated  with the reduction of the
Revolver from $200 million to $125 million. Other income of $0.2 million in 2004
reflects the gain on the sale of certain fixed assets.

As a result of the above factors,  pre-tax earnings decreased from $20.5 million
in 2004 to $12.0  million in 2005.  The effective tax rate was 34.3% in 2005 and
37.0% in 2004. The 2005 effective tax rate reduction is a result of the reversal
of certain tax reserves which were no longer required.


<PAGE>



Fiscal 2004 versus Fiscal 2003

Net sales for fiscal 2004 increased $246.5 million,  or 38%, from $644.4 million
to $890.9  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
92.2% 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 3.7% 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  27.8%  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.

Recently Issued Accounting Standards

Recently issued accounting standards have been considered by the Company and are
not expected to have a material  effect on the Company's  financial  position or
results of operations.









<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  $5.2 million in cash  equivalents  as of March 31, 2005.
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.  With $80.5  million in average  variable
rate debt, a 1% change in interest  rates would have an $805 thousand  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 rates as of March 31, 2005.

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.
In light of the recent  volatility in steel  pricing,  a 5% change in steel unit
costs would equate to a $3.1  million  cost  impact.  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, 2005
                                 (In Thousands)

<CAPTION>
                                                 EXPECTED MATURITY DATE
                        --------------------------------------------------------------------------------
                                                                                                               Total /     Estimated
                                                                                                              Weighted       Fair
                                2006          2007         2008        2009         2010      Thereafter      Average        Value
- -------------------------- ------------- ------------- ------------ ------------ ------------ ------------ -------------- ----------
<S>                         <C>          <C>           <C>          <C>          <C>          <C>          <C>            <C>

Fixed-rate L/T debt:
   Principal cash flows       $15,221       $9,446       $ 9,326   $  9,541    $    38,525     $63,246       $145,305     $  140,516
   Average interest rate         7.36%        6.88%         7.10%      7.10%          7.85%       7.71%          7.55%             -
Variable-rate L/T debt:
   Principal cash flows     $    450      $    454     $     358    $   150      $    150     $22,929      $   24,491     $   24,491
   Average interest rate         2.09%        2.08%         2.25%       3.37%         3.25%       3.25%          3.17%             -
Average variable-rate S/T debt:
   Principal cash flows                                                                                    $   55,996     $   55,996
   Average interest rate                                                                                         3.70%             -
Short-term investments:
   Average balance                                                                                         $      284     $      284
   Average interest rate                                                                                         1.95%             -

</TABLE>

<PAGE>


<TABLE>
Consolidated Statements of Net Earnings

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

<CAPTION>

Years ended March 31,                                                              2005             2004              2003
- --------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>              <C>               <C>


Net sales                                                                      $864,274         $890,850          $644,379

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

Costs and expenses:
   Cost of product sold                                                         800,002          821,604           590,079
   Selling, general, and administrative expense                                  31,726           32,770            21,265
   Plant restructuring                                                            7,678                -                 -
                                                                        ---------------  ----------------- ---------------
   Total Costs and Expenses                                                     839,406          854,374           611,344
                                                                        ---------------  ---------------   ---------------

Operating income                                                                 24,868           36,476            33,035
Other (income) expense, net                                                      (3,757)           (207)             4,719
Interest expense, net of interest income of
   $102, $395, and $834, respectively                                            16,592           16,135            13,757
- --------------------------------------------------------------------------------------------------------------------------

Earnings before income taxes                                                     12,033           20,548            14,559
Income taxes                                                                      4,126            7,607             5,509
                                                                        --------------------------------------------------
   Net earnings                                                                $  7,907         $ 12,941          $  9,050
==========================================================================================================================


   Basic earnings per common share                                             $    .71         $   1.18          $    .89
==========================================================================================================================

   Diluted earnings per common share                                           $    .70         $   1.17          $    .88
==========================================================================================================================

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


<PAGE>

<TABLE>
Consolidated Balance Sheets

Seneca Foods Corporation and Subsidiaries
(In thousands)

<CAPTION>
March 31,                                                                                                   2005                2004
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                    <C>                 <C>

Assets
Current Assets:


   Cash and cash equivalents                                                                           $   5,179           $   4,570
   Marketable securities                                                                                       -               4,465
   Accounts receivable, less allowance for doubtful accounts

     of $625 and $945, respectively                                                                       43,664              46,180
   Inventories:
     Finished products                                                                                   209,874             202,573
     In process                                                                                           17,168              15,365
     Raw materials and supplies                                                                           67,428              52,345
   Deferred income taxes                                                                                   5,669               6,615
   Assets held for sale                                                                                    1,451               2,931
   Refundable income taxes                                                                                 1,199                 451
   Prepaid expenses                                                                                        7,192              12,098
                                                                                               -------------------------------------
       Total Current Assets                                                                              358,824             347,593
- ------------------------------------------------------------------------------------------------------------------------------------
Other assets                                                                                               2,381               4,403
Property, Plant, and Equipment:
   Land                                                                                                    9,981               9,222
   Building                                                                                              122,644             112,061
   Equipment                                                                                             296,512             313,494
                                                                                               -------------------------------------
                                                                                                         429,137             434,777
Less accumulated depreciation and amortization                                                           265,847             252,870
                                                                                               -------------------------------------
       Net Property, Plant, and Equipment                                                                163,290             181,907
- ------------------------------------------------------------------------------------------------------------------------------------
         Total Assets                                                                                $   524,495            $533,903
====================================================================================================================================

Liabilities and Stockholders' Equity
Current Liabilities:
   Notes payable                                                                                       $  60,733           $  58,395
   Accounts payable                                                                                       38,719              37,362
   Accrued expenses                                                                                       38,271              42,553
   Current portion of long-term debt and capital lease obligations                                        15,671              21,519
                                                                                               -------------------------------------
     Total Current Liabilities                                                                           153,394             159,829
- ------------------------------------------------------------------------------------------------------------------------------------
Long-Term Debt                                                                                           148,318             154,428
Capital Lease Obligations                                                                                  5,807               6,559
Other Liabilities                                                                                         10,042               7,790
Deferred Income Taxes                                                                                     11,125              15,048
                                                                                               -------------------------------------
       Total Liabilities                                                                                 328,686             343,654
- ------------------------------------------------------------------------------------------------------------------------------------
Commitments and other contingencies (Note 14)
Stockholders' Equity:
   Preferred stock                                                                                        56,335              56,338
   Common stock                                                                                            2,859               2,859
                                                                                               -------------------------------------
     Total Capital Stock                                                                                  59,194              59,197
   Additional paid-in capital                                                                             15,992              15,989
   Accumulated other comprehensive income                                                                      -               2,324
   Retained earnings                                                                                     120,623             112,739
                                                                                               -------------------------------------
       Total Stockholders' Equity                                                                        195,809             190,249
- ------------------------------------------------------------------------------------------------------------------------------------
         Total Liabilities and Stockholders' Equity                                                    $ 524,495            $533,903
- -----------------------------------------------------------------------------------------------=====================================

<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,                                                                   2005             2004              2003
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>              <C>                <C>

Cash flows from operating activities:
   Net earnings                                                                     $   7,907        $  12,941          $ 9,050
   Adjustments to reconcile net earnings to
     net cash provided by operations:
       Depreciation and amortization                                                   29,178           29,393           22,597
       Deferred income taxes                                                           (1,552)           1,107            3,520
       Gain on the sale of assets                                                      (4,469)            (207)               -
       Impairment provision and other expenses                                          5,673                -            4,719
       Changes in operating assets and liabilities:
         Accounts receivable                                                            2,516            9,991              236
         Inventories                                                                  (24,187)         (41,122)          40,186
         Prepaid expenses                                                               4,906          (10,782)            (892)
         Accounts payable, accrued expenses, and other liabilities                     (1,218)          (1,686)         (11,588)
         Income taxes                                                                    (748)           1,987              942
                                                                               ------------------------------------------------
       Net cash provided by operations                                                 18,006            1,622           68,770
- -------------------------------------------------------------------------------------------------------------------------------


Cash flows from investing activities:
   Additions to property, plant, and equipment                                        (14,415)         (23,109)          (6,832)
   Proceeds from the sale of assets                                                     6,233           48,808              677
   Acquisition                                                                             -          (114,172)               -
   Cash received from acquisition                                                           -            2,560                -
                                                                               ------------------------------------------------
       Net cash used in investing activities                                           (8,182)         (85,913)          (6,155)
- -------------------------------------------------------------------------------------------------------------------------------

Cash flows from financing activities:
   Borrowings on notes payable                                                        285,425          396,568                -
   Payments on notes payable                                                         (283,087)        (363,548)               -
   Payments of long-term debt and capital lease obligations                           (21,856)         (51,903)         (22,834)
   Proceeds from issuance of long-term debt                                             9,146           42,562              235
   Other assets                                                                         1,180              221               18
   Preferred dividends paid                                                               (23)             (23)             (23)
                                                                               ------------------------------------------------

       Net cash (used in) provided by financing activities                             (9,215)          23,877          (22,604)
- -------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents                                      609          (60,414)          40,011
Cash and cash equivalents, beginning of year                                            4,570           64,984           24,973
                                                                               ------------------------------------------------
Cash and cash equivalents, end of year                                               $  5,179      $     4,570          $64,984
===============================================================================================================================
<FN>
Supplemental disclosures of cash flow information: Cash paid during the year
   for:
     Interest                                                                        $ 16,973      $    15,023         $ 15,122
     Income taxes                                                                       6,425            5,768            2,025
Supplemental information of non-cash investing and financing activities:
     $16.1 million of Preferred Stock was issued in partial consideration for
     the CPF acquisition in 2004. 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              --       3,485,506        3,908,470       2,764,005
- ---------------------------------------------------------------------------------------------------------------------
    March 31, 2003          200,000         807,240         967,742       3,443,596        3,950,380       2,764,005
- ---------------------------------------------------------------------------------------------------------------------
    March 31, 2005          200,000         807,240         967,742       3,443,359        3,951,717       2,762,905
- ---------------------------------------------------------------------------------------------------------------------
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 gain 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


   Net earnings                  --              --              --              --               --              --           --
   Cash dividends paid
     on preferred stock          --              --              --              --               --              --           --
   Preferred stock conversion    --              --              --              (3)              --              --            3
   Net unrealized gain on
     investments (net of
     tax of $16)                 --              --              --              --               --              --           --
   Net reclassification of
     accumulated other
     comprehensive income
     (net of tax $1,160)         --              --              --              --               --              --           --
- ------------------------------------------------------------------------------------------------------------------------------------
Balance March 31, 2005          $50            $202         $15,000         $41,083             $988          $1,871      $15,992
====================================================================================================================================
<FN>
See notes to consolidated financial statements.
</FN>
<CAPTION>

                         Accumulated
                               Other
                       Comprehensive    Retained     Comprehensive
                              Income    Earnings            Income
- ------------------------------------------------------------------
<S>                    <C>              <C>             <C>
Balance March 31, 2002        $1,208    $90,794
   Net earnings                   --      9,050       $    9,050
   Cash dividends paid
     on preferred stock           --        (23)              --
   Preferred stock conversion     --         --               --
   Minimum pension liability    (778)        --             (778)
   Net unrealized gain 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
                                                        ========

   Net earnings                    --     7,907         $  7,907
   Cash dividends paid
     on preferred stock            --       (23)              --
   Preferred stock conversion      --        --               --
   Net unrealized gain on
     investments (net of
     tax of $16)                   32        --               32
   Net reclassification of
     accumulated other
     comprehensive income
     (net of tax $1,160)       (2,356)       --           (2,356)
- ----------------------------------------------------------------
Balance March 31, 2005       $     --  $120,623           $5,583
================================================================

</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 27 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

The Company has two classes of convertible  preferred  stock which are deemed to
be participating  securities that are entitled to participate in any dividend on
Class A common stock as if the preferred  stock had been  converted  into common
stock immediately prior to the record date for such dividend. Basic earnings per
share for  common  stock  must be  calculated  using the  "two-class"  method by
dividing the earnings  allocated to common  stockholders by the weighted average
of common shares outstanding during the period.

Diluted  earnings  per share is  calculated  by dividing  earnings  allocated to
common stockholders by the sum of the weighted average common shares outstanding
plus the dilutive effect of convertible preferred stock using the "if-converted"
method, which treats the  contingently-issuable  shares of convertible preferred
stock as common stock.

<TABLE>
<CAPTION>
Years ended March 31,                                         2005         2004         2003
- --------------------------------------------------------------------------------------------
                                                         (In thousands, except share amounts)
<S>                                                    <C>          <C>           <C>

Basic

Net earnings                                          $     7,907   $    12,941   $     9,050
Deduct preferred stock dividends paid                          23            23            23
                                                      ---------------------------------------

Undistributed earnings                                      7,884        12,918         9,027
Earnings allocated to participating preferred               3,126         5,035         3,164
                                                      ---------------------------------------
Earnings allocated to common shareholders             $     4,758   $     7,883   $     5,863
                                                      =======================================
Weighted average common shares outstanding                  6,714         6,691         6,597
                                                      =======================================
Basis earnings per common share                       $       .71   $      1.18   $       .89
                                                      =======================================

Diluted

Earnings allocated to common shareholders             $     4,758   $     7,883   $     5,863
Add dividends on convertible preferred stock                   20            20            20
                                                      ---------------------------------------
Earnings applicable to common stock on a diluted
  basis                                               $     4,778   $     7,903   $     5,883
                                                      =======================================

Weighted average common shares outstanding-basic            6,714         6,691         6,597
Additional shares to be issued under full conversion
   of preferred stock                                          67            67            67
                                                      ---------------------------------------
Total shares for diluted                                    6,781         6,758         6,664
                                                      =======================================

Diluted earnings per common share                     $       .70   $      1.17   $       .88
                                                      =======================================
</TABLE>

Depreciation - Property, plant, and equipment are stated at cost or, in the case
of capital  leases,  the present value of future lease  payments.  For financial
reporting,  the Company provides for depreciation and capital lease amortization
on the  straight-line  method at rates based upon the estimated  useful lives of
the various assets. Depreciation and capital lease amortization was $28,503,000,
$28,676,000,  and  $22,597,000  in  2005,  2004,  and  2003,  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  its  long-lived  assets  for
impairment  whenever there is an indicator of impairment.  There were $4,960,000
of  impairment  losses in 2005 that were  included in Plant  Restructuring  (see
Plant  Restructuring,  note  15).  There  were no  impairment  losses  in  2004.
Impairment  losses of  $4,719,000  were  recognized in 2003 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 - Recently issued accounting standards have
been considered by the Company and are not expected to have a material effect on
the Company's financial position or results of operations.

Reclassifications  - Certain previously  reported amounts have been reclassified
to conform to the current period classification.


<PAGE>


Notes to Consolidated Financial Statements (continued)


2.  Common Stock of Moog Inc.

During 2005,  the Company sold its  investment  in the Common Stock of Moog Inc.
The sale provided proceeds of $4,578,000 and a realized gain of $3,862,000.  The
Company's  investment  in the  Class  B  Common  Stock  of  Moog  Inc.  totaling
$4,465,000 as of March 31, 2004 was included in marketable securities. The gross
unrealized  holding  gains  were  $3,749,000  and  $1,967,000  in 2004 and 2003,
respectively.

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. During 2005, the Company provided its bank lenders with notice to
reduce  the  revolving  credit  facility  from  $200  million  to $125  million.
Subsequent to 2005  year-end,  the Company and its lenders  extended the term of
the revolver for an additional  year with a final maturity date of May 27, 2009.
As of March 31, 2005, the outstanding  balance on the revolver was  $60,733,000,
with a weighted average interest rate of 4.56%, and is included in notes payable
on the  Consolidated  Balance  Sheet.  The $125  million  revolver is secured by
accounts  receivable and inventory with a carrying value of $338,134,000.  There
were  $58,395,000 in bank  borrowings  under the revolver at March 31, 2004. The
Company had $6,187,000 and $7,120,000 of outstanding  standby  letters of credit
as of March 31, 2005 and 2004,  respectively that reduce borrowing  availability
under the revolver.


4.  Long-Term Debt
<TABLE>
<CAPTION>
                                                                                                               2005           2004
- ------------------------------------------------------------------------------------------------------- --------------------------
                                                                                                                   (In thousands)
<S>                                                                                                       <C>            <C>

Secured note payable to insurance company, 8.03%, due through 2014                                        $   70,862     $   73,675
Secured nonrecourse subordinated promissory note, 8.00%, due through 2010                                     46,583         50,208
Secured Industrial Revenue Development Bonds, 3.53% and 3.24% due through 2029                                22,630         22,630
Secured promissory note, 6.35% due through 2020                                                                7,782              -
Secured Industrial Revenue Development Bond, 5.69%, due through 2010                                           3,173          3,763
Unsecured Industrial Revenue Development Bond, 7.75%, due through 2006                                         3,000          3,000
Unsecured Industrial Revenue Development Bond, 8.50%, due through 2006                                         2,500          2,500
Secured notes payable to utility company, 3.00%, due through 2009                                              2,295          1,956
Secured note payable to insurance company, 10.78%, due through 2005                                                -         12,000
Other                                                                                                          4,389          5,468
                                                                                                        ------------    -----------

                                                                                                             163,214        175,200
Less current portion                                                                                          14,896         20,772
                                                                                                        ------------    -----------

                                                                                                          $  148,318     $  154,428
                                                                                                        ============    ===========
</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 are in compliance with all
such financial covenants, and were in compliance therewith as of March 31, 2005.
The most restrictive  financial covenant in the credit agreements is the minimum
fixed charge coverage ratio.

As of March 31, 2005, 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.

<PAGE>


Notes to Consolidated Financial Statements (continued)


The Company has five Industrial  Revenue Bonds ("IRB's")  totaling  $23,680,000,
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 $125 million
revolver is $432,656,000.

Debt repayment requirements for the next five fiscal years are:


                                 (In thousands)
                              2006              $14,896
                              2007                9,101
                              2008                8,956
                              2009                9,151
                              2010               38,110



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 2025.  Generally,  operating
leases provide for early purchase options one year prior to expiration.

Leased assets under capital leases consist of the following:
<TABLE>
<CAPTION>
                                                                            2005              2004
                  --------------------------------------------------------------------------------
                                                                               (In thousands)

                  <S>                                                    <C>               <C>


                  Land                                                   $    67           $    67
                  Buildings                                                1,033             1,033
                  Equipment                                               11,476            11,313
                                                                 ---------------------------------
                                                                          12,576            12,413
                  Less accumulated amortization                           10,651             9,372
                                                                 ---------------------------------
                                                                           1,925             3,041
                  Assets held for sale                                         -               340
                                                                 ---------------------------------
                                                                         $ 1,925           $ 3,381
                  ================================================================================
</TABLE>
<TABLE>

The following is a schedule by year of minimum payments due under leases as of
March 31, 2005:
<CAPTION>

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

                  Years ending March 31:
                     2006                                              $18,415          $1,025
                     2007                                               15,160           1,025
                     2008                                               12,762             929
                     2009                                               10,066             719
                     2010                                                8,822             721
                     2011-2025                                          15,049           3,585
                                                                 -----------------------------
                     Total minimum payment required                    $80,274          $8,004
                  ============================================================

                  Less interest                                                          1,422
                                                                                --------------
                     Present value of minimum lease payments                             6,582
                  Amount due within one year                                               775
                                                                                --------------
                     Long-term capital lease obligations                                $5,807
                  ============================================================================
</TABLE>

Rental  expense  in  2005,  2004,  and 2003 was  $23,059,000,  $20,538,000,  and
$13,077,000, 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>

                                                         2005           2004           2003
                                                   ----------------------------------------
                                                                 (In thousands)
                      <S>                          <C>              <C>            <C>

                       Current:
                         Federal                     $  4,489       $  4,938       $  1,529
                         State                          1,189          1,562            460
                                                   ----------------------------------------
                                                        5,678          6,500          1,989
                                                   ----------------------------------------

                       Deferred:
                         Federal                       (1,448)         1,009          3,150
                         State                           (104)            98            370
                                                   ----------------------------------------

                                                       (1,552)         1,107          3,520
                                                   ----------------------------------------
                         Total income taxes            $4,126       $  7,607       $  5,509
                                                   ========================================



A reconciliation of the expected U.S. statutory rate to the effective rate follows:

                                                         2005             2004            2003
                 -----------------------------------------------------------------------------


                 Computed (expected tax rate)            35.0%            35.0%           35.0%
                 State income taxes (net of
                   federal tax benefit)                   5.9              5.2             3.7
                 Reversal of tax reserves                (4.2)             -               -
                 Other permanent differences
                     not deductible                       1.7              1.1             0.4
                 Tax exempt income                         -              (0.7)           (1.5)
                 Other                                   (4.1)            (3.6)            0.2
                                                     -----------------------------------------
                 Effective tax rate                      34.3%            37.0%           37.8%
                 =============================================================================
</TABLE>



<PAGE>


6.  Income Taxes (continued)

The  following  is a summary  of the  significant  components  of the  Company's
deferred tax assets and liabilities as of March 31, 2005 and 2004:
<TABLE>
<CAPTION>
                                                                            2005               2004
                  ---------------------------------------------------------------------------------
                                                                             (In thousands)
                  <S>                                                  <C>                <C>

                  Deferred tax liabilities:
                     Basis and depreciation difference                 $  14,178          $  15,608
                     Other comprehensive income                                -              1,425
                     Other                                                   142                309
                                                                -----------------------------------

                                                                          14,320             17,342
                                                                -----------------------------------


                  Deferred tax assets:
                     Inventory valuation                                     704              1,534
                     Net operating loss carryforwards                          -                 25
                     Employee benefits                                     2,667              2,697
                     Pension                                               3,028              2,142
                     Insurance                                             1,963              2,025
                     Deferred gain on sale/leaseback                         405                486
                     Severance                                                97                  -
                                                                -----------------------------------

                                                                           8,864              8,909
                                                                -----------------------------------

                      Net deferred tax liability                       $   5,456          $   8,433
                  =================================================================================
</TABLE>


Net current  deferred tax assets of  $5,669,000  and  $6,615,000 as of March 31,
2005 and 2004, respectively,  are recognized in the Consolidated Balance Sheets.
Also recognized are net non-current  deferred tax liabilities of $11,125,000 and
$15,048,000 as of March 31, 2005 and 2004, 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  3,443,359  shares  outstanding  as of March  31,  2005.  These  shares  are
convertible  immediately  on a  one-for-one  basis into shares of Class A Common
Stock subject to antidilution adjustments. 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. 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, 2005 and 2004.  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. The Company paid dividends totaling $3,000 or $.015
per share to the holders of this 6% preferred cumulative, $.25 par value, voting
stock.

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, 2005 and 2004.  Additionally,  there were
3,443,359  and  3,443,596  shares  of Class A  reserved  for  conversion  of the
Participating Preferred Stock as of March 31, 2005 and 2004, respectively.

Comprehensive  Income - Net unrealized gains and losses are net of their related
provision 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, 2005 and a statement of the funded  status as of March 31, of 2005 and
2004:

                                                            2005          2004
                                                  ------------------------------
Change in Benefit Obligation                                  (In thousands)

Benefit obligation at beginning of year               $   66,991     $   41,369
Service cost                                               3,050          2,546
Interest cost                                              3,987          3,519
Actuarial gain                                             3,877          1,227
Acquisition                                                    -         20,821
Benefit payments and expenses                             (3,222)        (2,491)
- -------------------------------------------------------------------------------

Benefit obligation at end of year                     $   74,683       $ 66,991
===============================================================================

Change in Plan Assets

Fair value of plan assets at beginning of year        $   59,687     $   28,781
Actual return on plan assets                               3,686         13,603
Employer contributions                                     2,821            241
Benefit payments and expenses                             (3,222)        (2,491)
Acquisition                                                    -         19,553
- -------------------------------------------------------------------------------

Fair value of plan assets at end of year                 $62,972       $ 59,687
===============================================================================


Funded Status
Funded status at end of year                          $ (11,711)        $(7,304)
Unrecognized transition asset                            (1,885)         (2,161)
Unrecognized loss                                         6,336             963
- -------------------------------------------------------------------------------
Accrued benefit cost                                  $  (7,260)      $  (8,502)
===============================================================================

The  Plan  holds  the  Company's  common  stock  with a  fair  market  value  of
$4,418,000.


<PAGE>


Notes to Consolidated Financial Statements (continued)

8.       Retirement Plan (continued)

The following table provides the components of net periodic benefit cost for the
Plan for fiscal years 2005, 2004, and 2003:
<TABLE>
<CAPTION>

                                                           2005                2004                2003
- -------------------------------------------------------------------------------------------------------
                                                                        (In thousands)
<S>                                                    <C>                 <C>                 <C>

Service cost                                           $  3,050            $  2,545            $  2,571
Interest cost                                             3,986               3,519               2,334
Expected return on plan assets                           (5,182)             (3,850)             (3,005)
Amortization of transition asset                           (276)               (276)               (276)
Amortization of net gain                                      -                 649                   -
Amortization of prior service cost                            -                   -                  31
- -------------------------------------------------------------------------------------------------------

Net periodic benefit cost                              $  1,578            $  2,587            $  1,655
=======================================================================================================
</TABLE>


The Plan's accumulated benefit obligation was $66,941,000 at March 31, 2005, and
$60,929,000 at March 31, 2004.

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:

                                                      2005                2004
- ------------------------------------------------------------------------------


   Discount rate                                      5.75%               6.00%
   Expected return on plan assets                     8.75%               8.75%
   Rate of compensation increase                      3.50%               3.50%


Plan Assets

<TABLE>
<CAPTION>
                                                         Target                 Percentage of Plan
                                                       Allocation               Assets at March 31,
                                                           2006                2005                2004
- -------------------------------------------------------------------------------------------------------
   <S>                                                 <C>                     <C>                 <C>

Plan Assets:
   Equity Securities*                                       99%                 99%                 99%
   Debt Securities                                           -                   -                   -
   Real Estate                                               -                   -                   -
   Cash                                                      1                   1                   1
- ------------------------------------------------------------------------------------------------------

     Total                                                 100%                100%                100%
=======================================================================================================
</TABLE>


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
plan's 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, 2006:
   Expected employer contributions                         $  -
   Expected employee contributions                            -

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

                         2006                   $  2,839
                         2007                      3,035
                         2008                      3,262
                         2009                      3,565
                         2010                      3,742
                         2011-2015                23,106


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 $1,519,000, $1,708,000, and
$605,000, in 2005, 2004, and 2003, 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>
                                                                                             2005                     2004
                                                                                    -----------------------------------------------
                                                                                   Carrying    Estimated     Carrying     Estimated
                                                                                     Amount   Fair Value       Amount    Fair Value
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                       (In thousands)
<S>                                                                                <C>          <C>          <C>           <C>

Long-term debt, including current portion                                          $163,214     $159,211     $175,200      $175,850

Notes payable                                                                        60,733       60,733       58,395        58,395
Capital leases, including current portion                                             6,582        5,796        7,306         6,589
Class B Common Stock of Moog Inc.                                                         -            -        4,465         4,465
</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.

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:

<TABLE>
<CAPTION>
                                                            2004                2003
- ---------------------------------------------------------------------------------------
                                                                 (unaudited)
<S>                                                        <C>                 <C>

Net Sales                                                  $945,332            $945,217
- ----------------------------------------------------------------------------------------
Cost of Product Sold                                        872,534             874,797
Selling, General and Administrative                          37,075              27,144
Interest Expense (net)                                       16,985              18,209
Other Expense (net)                                           1,675               2,409
- ----------------------------------------------------------------------------------------
       Total Costs and Expenses                             928,269             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
========================================================================================
</TABLE>

<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 2005 and
2004.

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 2005  consisted  of a gain on the sale of Moog  Inc.  stock of
$3,862,000  and a gain of the sale of certain  fixed assets of  $607,000.  Other
expenses  included a $712,000  non-cash charge  reflecting the write down of the
corresponding  pro-rata  amount of deferred  financing  cost due to reducing the
revolving credit facility from $200 million to $125 million.

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.


12.  Concentrations

The Company sold $225,527,000,  $247,992,000 and $252,059,000, representing 26%,
28% and 39% of net sales, to one customer in 2005, 2004, and 2003, respectively.

The Company has six  collective  bargaining  agreements  with three union locals
covering  approximately  825 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.  Four  collective
bargaining agreements expire in calendar 2008. Two agreements expire in calendar
2006.

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 2005,  2004, and 2003, the sale of Green Giant
vegetables  accounted  for  26%,  28%,  and  39% 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:                    2005                2004                2003
- -------------------------------------------------------------------------------------------------------
                                                                        (In thousands)
<S>                                                  <C>                 <C>                 <C>

Net Sales:
   GMOI                                              $  225,527          $  247,992          $  252,059
   Canned vegetables                                    581,486             586,594             328,907
   Frozen vegetables                                     28,304              29,410              30,422
   Fruit and chip products                               16,674              15,347              20,784
   Other                                                 12,283              11,507              12,207
- -------------------------------------------------------------------------------------------------------
                                                     $  864,274          $  890,850          $  644,379
=======================================================================================================
</TABLE>

<PAGE>


Notes to Consolidated Financial Statements (continued)


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.

The Company is one of a number of business and local  government  entities which
contributed  waste  materials to a landfill in Yates County in upstate New York,
which was operated by a party  unrelated to the Company  primarily in the 1970's
through the early 1980's.  The Company's  wastes were  primarily  food and juice
products.  The landfill contained some hazardous materials and was remediated by
the State of New York. The New York Attorney General has advised the Company and
other known  non-governmental  waste  contributors that New York has sustained a
total remediation cost of $4.9 million and seeks recovery of half that cost from
the non-governmental  waste contributors.  The Company is one of four identified
contributors who  cooperatively are investigating the history of the landfill so
as to identify and seek out other  potentially  responsible  parties who are not
defunct and are financially able to contribute to the non-governmental  parties'
reimbursement liability. Until that search is completed, the Company's liability
cannot be definitively estimated. 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.

During 2004, various claims totaling  approximately  $3,211,000 were 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). During 2005, the Company settled these claims for $399,000.

On June 15, 2004, an accident occurred at the Company's  aircraft hangar located
at the Yates County Airport in Penn Yan, New York. A collision  occurred between
an automobile owned by an employee of an aircraft service company doing contract
work at the Company's  hangar and two jet aircraft  standing in the hangar.  The
incident  caused  minor  damage  to the  hangar  and  one of the  airplanes  and
substantial  damage to the wing of the second airplane.  A corporate customer of
the  Company's  Flight  Division  shares  ownership  with  the  Company  of  the
less-damaged aircraft and has sole ownership of the more-damaged  aircraft.  The
Company  does not  believe  that any  ultimate  settlement  will have a material
impact on its financial position or results of operations.

15.  Plant Restructuring

After a  comprehensive  review of our  production  capacities  following the CPF
acquisition in 2004, the Company completed a plant restructuring program in 2005
resulting in a  restructuring  charge of $7,678,000.  The  restructuring  charge
consisted of a non-cash  impairment  charge of $6,952,000  and a cash  severance
charge of $726,000 which are included in Plant Restructuring in the Consolidated
Statements  of Net  Earnings.  The Company  used two methods to  determine  fair
value:  1) no value was  assigned  to  machinery  and  equipment  that cannot be
redeployed  within the Company and where there is no ready market for the asset;
and 2) quoted prices or prices for similar assets for real estate.

This restructuring  program principally involved the closure of three processing
facilities  including  a green bean plant in upstate New York and corn plants in
Wisconsin  and  Washington.  In  addition,  the Company  restructured  the newly
acquired  Payette,  Idaho facility through the removal of canned meat production
to  focus  exclusively  on dry  beans.  The  rationalization  of  the  Company's
productive  capacity  will: 1) improve the Company's  overall cost structure and
competitive  position; 2) address the excess capacity situation arising from the
acquisition of CPF; and 3) mitigate the effect of inflationary  pressures on the
Company's raw material inputs such as steel and fuel.

The  closure  of the  Washington  corn  processing  facility  coincided  with an
amendment to the Alliance  Agreement with GMOI. Under the above  amendment,  the
Blue Earth,  Minnesota facility was removed from the Alliance Agreement due to a
reduction in GMOI volume  requirements  and will be operated by the Company as a
non-Alliance facility. Additionally, GMOI agreed to reimburse the Company in the
future for remaining  lease and  depreciation  costs at the Blue Earth  facility
which, on a net present value basis,  approximate  the closure costs  associated
with the Washington facility.


<PAGE>


Notes to Consolidated Financial Statements (continued)


The following table  summarizes the  restructuring  and related asset impairment
charges recorded and the accruals established during 2005:

<TABLE>
<CAPTION>
                                                   Long-Lived
                                                        Asset                  Other
                                Severance             Charges                  Costs                 Total
                                ---------          ----------                  -----                 -----
<S>                             <C>                <C>                        <C>                    <C>

Total expected
  restructuring charge               $726              $4,960                 $1,992                 $7,678
===========================================================================================================
Balance March 31, 2004                  -                   -                      -                      -
Second quarter charge
  to expense                          619                   -                      -                    619
Third quarter charge
  to expense                           94               3,798                  1,912                  5,804
Fourth quarter charge
  to expense                           13               1,162                     80                  1,255
Loss on disposal of
  assets                                -              (3,361)                     -                 (3,361)
Cash payments                        (470)                 -                       -                   (470)
- -----------------------------------------------------------------------------------------------------------
Balance March 31, 2005               $256              $1,599                 $1,992                 $3,847
===========================================================================================================
</TABLE>

In addition,  $771,000 was charged to Cost of Product Sold in the second quarter
of 2005 related to exiting a line of contract packing business.


<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  sheets of Seneca Foods
Corporation  and  Subsidiaries  as of March 31,  2005 and 2004,  and the related
consolidated  statements of net earnings,  stockholders'  equity, and cash flows
for years 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 audits.

We conducted our audits 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  audits  provide  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,  2005 and  2004,  and the
consolidated results of their operations and their cash flows for the years then
ended in conformity with U.S. generally accepted accounting principles.

We have also  audited,  in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United States),  the  effectiveness of Seneca Foods
Corporation and its Subsidiaries'  internal control over financial  reporting as
of  March  31,   2005,   based  on  the   criteria   established   in   Internal
Control--Integrated   Framework   issued   by  the   Committee   of   Sponsoring
Organizations  of the  Treadway  Commission  and our report  dated June 10, 2005
expressed  an  unqualified  opinion on  management's  assessment  and an adverse
opinion on the effectiveness of internal control over financial reporting.


ERNST & YOUNG LLP
Buffalo, New York
June 10, 2005


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


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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


We have  audited  the  accompanying  consolidated  statements  of net  earnings,
stockholders'  equity,  and of  cash  flows  of  Seneca  Foods  Corporation  and
subsidiaries  (the "Company") for the year ended March 31, 2003. These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  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,  such consolidated  financial  statements present fairly, in all
material  respects,  the results of  operations  and cash flows of Seneca  Foods
Corporation  and  subsidiaries  for the year ended March 31, 2003, in conformity
with accounting principles generally accepted in the United States of America.


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
3.9 million of Class A  outstanding  shares and 2.8 million  Class B outstanding
shares are owned by 288 and 279 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:                            2005                         2004
                                                      ------------------------------------------------
                                       Quarter          High          Low            High         Low
                                       ---------------------------------------------------------------
                          <S>          <C>             <C>          <C>            <C>          <C>

                                       First           $20.00       $17.92         $18.50       $16.20
                                       Second           18.81        18.25          19.30        17.30
                                       Third            19.00        18.00          21.50        19.00
                                       Fourth           18.75        16.75          21.97        18.00



                          Class B:                            2005                         2004
                                                      ------------------------------------------------
                                       Quarter          High          Low            High         Low
                                       ---------------------------------------------------------------

                                       First           $19.45       $18.25         $18.72       $16.85
                                       Second           18.95        17.65          19.55        17.52
                                       Third            19.10        18.25          22.88        19.05
                                       Fourth           18.75        16.99          22.25        18.25
</TABLE>


As of March 31, 2005, 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, 2005:
Net sales                                                      $ 164,678         $ 220,375         $ 307,966         $ 171,255
Gross margin                                                      15,147            16,546            16,580            15,999
Net earnings                                                       4,502             2,445            (1,513)            2,473
Basic earnings per common share                                      .40               .22              (.14)              .23
Diluted earnings per common share                                    .40               .22              (.14)              .23

Year ended March 31, 2004:
Net sales                                                      $ 151,672         $ 248,610         $ 326,326         $ 164,242
Gross margin                                                      15,567            18,812            16,410            18,457
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
</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.  Significant adjustments recorded in
the  fourth  quarter  include  a net  impairment  charge of $1.3  million  and a
reduction of the income tax  provision of $571,000.  During the fourth  quarter,
certain  reclassifications  were  made  between  net  sales,  cost of sales  and
selling,  general and administrative  expense which changed previously  reported
quarterly amounts. There was no effect on previously reported net earnings.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>8
<FILENAME>ex2110k05.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>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
