Form 10-Q/A

                                  Amendment No. 1

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549


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



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

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

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

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


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


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

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

Yes   X    No  _____
    -----

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

Yes   X    No  _____
    -----
The number of shares outstanding of each of the issuer's classes of common stock
at the latest practical date are:

              Class                        Shares Outstanding at July 31, 2003

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



                          Explanatory Note on Amendment

The Company has filed this amendment (i) to reflect changes made under Item 1 to
its  Condensed  Consolidated  Statement of Cash Flows for the quarter ended June
28, 2003 and (ii) to restate  its basic  earnings  per common  share in order to
include  the  Company's   participating   convertible  preferred  stock  in  the
calculation of weighted average number of shares  outstanding for basic earnings
per share purposes,  which reduces previously reported basic earnings per share.
Previously  reported  diluted  earnings  per share are not  affected  and remain
unchanged. These changes do not impact the Condensed Consolidated Balance Sheets
or Condensed  Consolidated  Statements of Net Earnings except for basic earnings
per share. In addition,  this amendment  includes certain other  corrections and
clarifications  under  Items 1 and 2 that were  identified  in the course of the
Company's review of the amended report.

The Company  filed its Form 10-Q for the three month period ended June 28, 2003,
before the Company's independent acccountants had completed their review of such
Form 10-Q.

For convenience, the Company is restating its Form 10-Q for the quarterly period
ended June 28, 2003 in its entirety.




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


                                                                                                    6/28/03            3/31/03
                                                                                                    -------            -------
                                                                                                         

ASSETS

Current Assets:
    Cash and Cash Equivalents                                                                $         2,576   $        64,984
    Accounts Receivable, Net                                                                          49,079            31,799
    Inventories:
        Finished Goods                                                                               134,072            88,769
        Work in Process                                                                                8,514            13,911
        Raw Materials                                                                                 68,525            38,969
                                                                                                    --------          --------
                                                                                                     211,111           141,649
    Off-Season Reserve (Note 2)                                                                       39,225                 -
    Deferred Income Tax Asset, Net                                                                     3,300             3,300
    Assets Held For Sale                                                                               9,169                 -
    Refundable Income Taxes                                                                                -               715
    Other Current Assets                                                                               2,373             1,254
                                                                                                    --------          --------
        Total Current Assets                                                                         316,833           243,701
Property, Plant and Equipment, Net                                                                   202,856           132,969
Other Assets                                                                                           5,885             2,870
                                                                                                    --------          --------
    Total Assets                                                                                    $525,574          $379,540
                                                                                                    ========          ========
             LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
    Notes Payable                                                                            $        60,386   $             -
    Accounts Payable                                                                                  60,884            22,730
    Accrued Expenses                                                                                  43,985            25,602
    Income Taxes Payable                                                                                 695                 -
    Current Portion of Long-Term Debt and Capital
        Lease Obligations                                                                             23,807            22,987
                                                                                                    --------          --------
        Total Current Liabilities                                                                    189,757            71,319
Long-Term Debt                                                                                       128,588           127,107
Capital Lease Obligations                                                                              7,178             6,230
Deferred Income Tax Liability                                                                          9,891             9,023
Other Long-Term Liabilities                                                                           10,905             6,497
Commitments                                                                                                -                 -
10% Preferred Stock, Series A, Voting, Cumulative,
    Convertible, $.025 Par Value Per Share                                                                10                10
10% Preferred Stock, Series B, Voting, Cumulative,
    Convertible, $.025 Par Value Per Share                                                                10                10
6% Preferred Stock, Voting, Cumulative, $.25 Par Value                                                    50                50
Convertible, Participating Preferred Stock, $12
 Stated Value                                                                                         41,551            41,586
Convertible, Participating Preferred Stock, $15.50
 Stated Value                                                                                         15,000                 -
Common Stock                                                                                           2,850             2,849
Paid in Capital                                                                                       15,716            14,616
Accumulated Other Comprehensive Income                                                                   587               422
Retained Earnings                                                                                    103,481            99,821
                                                                                                    --------          --------
        Stockholders' Equity                                                                         179,255           159,364
                                                                                                    --------          --------
        Total Liabilities and Stockholders' Equity                                                  $525,574          $379,540
                                                                                                    ========          ========

The  accompanying  notes are an integral  part of these  condensed  consolidated
financial statements.









                    SENECA FOODS CORPORATION AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF NET EARNINGS
                                   (Unaudited)
                        (In Thousands, except Share Data)


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

Net Sales                                                                 $          151,296       $         123,255

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

Earnings Before Income Taxes                                                           6,020                   3,274

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

  Earnings Per Common Share (as restated, see Note 7)                     $              .35       $             .19
                                                                           =================          ==============
Diluted:

  Earnings Per Common Share                                               $              .35       $             .19
                                                                           =================          ==============

The  accompanying  notes are an integral  part of these  condensed  consolidated
financial statements.









                    SENECA FOODS CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In Thousands)

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

Cash Flows From Operating Activities:
    Net Earnings                                                          $            3,672      $            1,932
    Adjustments to Reconcile Net Earnings
      to Net Cash Provided by
      Operating Activities:
        Depreciation and Amortization                                                  6,399                   5,885
        Deferred Income Taxes                                                            798                     405
        Changes in Working Capital:
          Accounts Receivable                                                          6,603                   3,150
          Inventories                                                                  6,059                  15,938
          Off-Season Reserve                                                         (39,225)                (26,857)
          Other Current Assets                                                        (1,057)                   (392)
          Refundable Income Taxes                                                      1,410                     934
          Accounts Payable, Accrued
            Expenses, and Other Liabilities                                           23,693                   6,200
                                                                            ----------------         ---------------
  Net Cash Provided by Operations                                                      8,352                   7,195

Cash Flows From Investing Activities:
    Acquisition                                                                     (110,449)                      -
    Proceeds from the Sale of Assets                                                  39,585                       -
    Cash Received with Acquisition                                                     2,560                       -
    Additions to Property, Plant,
      and Equipment                                                                   (2,913)                   (715)
                                                                            ----------------         ---------------
  Net Cash Used in Investing
      Activities                                                                     (71,217)                   (715)

Cash Flows From Financing Activities:
    Net Borrowings on Notes Payable                                                   35,011                       -
    Payments of Long-Term Debt and Capital
    Lease Obligations                                                                (32,200)                   (417)
    Other                                                                             (2,342)                      5
    Dividends                                                                            (12)                    (12)
                                                                           -----------------         ---------------
  Net Cash Provided by (Used in)
      Financing Activities                                                               457                    (424)
Net (Decrease) Increase in Cash and Cash
  Equivalents                                                                        (62,408)                  6,056
Cash and Cash Equivalents,
Beginning of Period                                                                   64,984                  24,973
                                                                           -----------------       -----------------
Cash and Cash Equivalents,
    End of Period                                                         $            2,576      $           31,029
                                                                            ================        ================

Supplemental information on non-cash investing and financing activities:
$16.1 million of Preferred Stock was issued in partial consideration for the CPF
acquisition. The Company assumed $9.1 million of long-term debt related to the
CPF acquisition. (see Note 5).

The  accompanying  notes are an integral  part of these  condensed  consolidated
financial statements.







                    SENECA FOODS CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                  June 28, 2003

1.   Condensed Consolidated Financial Statements


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

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

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

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

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

3.   Comprehensive  income consisted solely of Net Earnings,  and net unrealized
     gains on securities classified as  available-for-sale.  The following table
     provides the results for the periods presented:

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

Net Earnings                                             $3,672        $1,932

Other Comprehensive Earnings, Net of Tax:

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





4.   Recently  issued,  but not yet  effective,  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.


5.   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 million  revolving  credit  facility,  and $16.1  million of the
     Company's  Participating  Convertible  Preferred Stock. The Preferred Stock
     was  valued at $16.60 per share  based on the  market  value of the Class A
     Common Stock at the time the acquisition was announced.

     The new $200  million revolving  credit facility has a five-year term.  The
     Preferred Stock is convertible into the Company's Class A Common Stock on a
     one-for-one  basis.  On  June  30,  2003  (second  quarter),   the  Company
     refinanced  $20.0 million of  outstanding  debt under the revolving  credit
     facility  with new term debt from an insurance  company.  The new term debt
     from  the  insurance  company  of  $20  million,  when  combined  with  the
     refinancing of existing  insurance  company debt of $32.5  million,  has an
     interest rate of 8.37%, a fifteen year amortization and a ten year term.

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

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

                                                         Three Months Ended
                                                         ------------------
                                                        6/28/03       6/29/02
                                                        -------       -------
              Net Sales                                $205,778      $210,195

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

              Earnings From Continuing Operations
                Before Income Taxes                       2,535           905
              Income Taxes                                  989           371
                                                       ----------------------
              Net Earnings From Continuing Operations     1,546           534
                                                       ======================
              Basic Net Earnings Per Share From
                Continuing Operations                    $ 0.15        $ 0.05
                                                       ======================
              Diluted Net Earnings Per Share From
                Continuing Operations                    $ 0.15        $ 0.05
                                                       ======================

     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  sales to Lakeside Foods  generated $47 million in
     cash proceeds, which was used to pay down debt.

     The  Company expects to refinance up to an additional $22.5 million of
     outstanding  debt under the  revolving  credit  facility with new
     term debt from an insurance  company in late  August  2003.  The
     refinancing of the additional  outstanding debt is subject to the
     negotiation of definitive documentation. Therefore, there can be
     no assurance that this transaction will be completed.

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

6.   Earnings per Share:

                                                        Three Months Ended

                                                     6/28/03         6/29/02
Basic Net Earnings Applicable to Common
 Stock (In thousands except per share data):

Net Earnings                                  $        3,672 $         1,932
 Deduct Preferred Cash Dividends                           6               6
                                              ------------------------------
Net Earnings Applicable to
 Common Stock                                 $        3,666 $         1,926
                                              ==============================
Weighted Average Common Shares
  Outstanding                                          6,999           6,589
Weighted Average Participating
 Preferred Shares                                      3,482           3,569
                                              ------------------------------
Weighted Average Shares
  Outstanding for Basic Earnings
  per Share                                           10,481          10,158
                                               =============================
Basic Earnings Per Share                       $         .35 $           .19
                                               =============================
Diluted Net Earnings Applicable to Common
  Stock (In thousands except per share data):

Net Earnings Applicable to
 Common Stock                                  $      3,666 $          1,926
Add Back Preferred Cash Dividends                         5                5
                                               -----------------------------
Net Earnings Applicable to
 Common Stock                                  $      3,671 $          1,931
                                               =============================
Weighted Average
  Shares Outstanding                                 10,481           10,158
Effect of Convertible Preferred Stock                    67               67
                                               -----------------------------
Weighted Average Shares
  Outstanding for Diluted Earnings
  per Share                                          10,548           10,225
                                               =============================
Diluted Earnings Per Share                     $        .35 $            .19
                                               =============================

7.   Subsequent  to  the  issuance  of  its  condensed   consolidated  financial
     statements for the quarter ended June 28, 2003, the Company determined that
     it should have included  convertible  participating  preferred stock in its
     calculation of basic earnings per share under the if-converted  method. The
     Company also  determined that it had not provided  appropriate  information
     with  respect  to the  calculation  of  earnings  per share in the notes to
     condensed  consolidated  financial  statements and identified errors in its
     statement  of cash  flows for the three  months  ended  June 28,  2003 with
     respect to amounts reported for assets held for sale.

     As a result, the accompanying condensed consolidated financial statements
     for the three months ended June 28, 2003 have been restated from the
     amounts previously reported to include  appropriate  disclosure of the
     calculations of earnings per share (see note 6); to reduce basic  earnings
     per share for the  three  months  ended  June  28,  2003  and  June  29,
     2002;   and  to appropriately  classify  certain cash flows for the three
     months ended June 28, 2003.

     The following summarizes these restatements (In Thousands except earnings
     per share data):

                                    June 28, 2003            June 29, 2002
                                    -------------            -------------
                              As Previously    As      As Previously   As
                                 Reported    Restated   Reported     Restated
                                 --------    --------   --------     --------
 Basic earnings per share           $.55       $.35       $.29         $.19

                                                  June 28, 2003
                                                  -------------
                                          As Previously
                                             Reported      As Restated
                                             --------      -----------
         Net Cash Provided by Operating
           Activities                        $ 15,300          $8,352

         Net Cash Used in Investing
           Activities                         (80,383)        (71,217)

         Net Cash Provided by
           Financing Activities                 2,675             457
                                             ------------------------
         Net Decrease in Cash and Cash
           Equivalents                       $(62,408)       $(62,408)
                                             ========================





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

                                  June 28, 2003

Results of Operations:

Sales:

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

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

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

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

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

Financial Condition:
The financial condition of the Company is summarized in the following table and
explanatory review (In Thousands):


                                                              For the Quarter                  For the Year
                                                                Ended June                      Ended March
                                                              ---------------                  ------------
                                                             2003           2002             2003           2002
                                                             ----           ----             ----           ----
                                                                                            

     Working Capital Balance                             $127,076        $173,963        $172,382       $163,606
     Quarter Change                                       (45,306)          4,500               -              -
     Notes Payable                                         60,386               -               -              -
     Long-Term Debt                                       135,766         173,792         133,337        156,100
     Current Ratio                                         1.65:1          3.38:1          3.42:1         3.00:1


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

See Condensed Consolidated Statements of Cash Flows for further details.





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

                                  June 28, 2003

Inventory  increased  $45.2  million  from the same period  last year  primarily
reflecting an increase of $82.8 million  representing  the net effect of the CPF
acquisition less the inventory sold to Lakeside Foods, Inc., as discussed in the
Notes to the  Condensed  Consolidated  Financial  Statements.  The $82.8 million
increase was partially offset by the Company's  continued  emphasis on inventory
management  and  reduced   production  from  last  year.  Cash  and  short  term
investments decreased $28.5 million again due to 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  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 million  revolving
credit facility,  and $16.1 million of the Company's  Participating  Convertible
Preferred Stock. The Preferred Stock was valued at $16.60 per share based on the
market  value of the  Class A Common  Stock  at the  time  the  acquisition  was
announced.

The new $200  million  revolving  credit  facility  has a  five-year  term.  The
Preferred  Stock is  convertible  into the  Company's  Class A Common Stock on a
one-for-one  basis. On June 30, 2003 (second  quarter),  the Company  refinanced
$20.0 million of outstanding  debt under the revolving  credit facility with new
term  debt from an  insurance  company.  The new term  debt  from the  insurance
company of $20 million, when combined with the refinancing of existing insurance
company debt of $32.5  million,  has an interest  rate of 8.37%,  a fifteen year
amortization and a ten year term.

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


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

                                                      Three Months Ended June
                                                      -----------------------
                                                       6/28/03       6/29/02
                                                       -------       -------
              Net Sales                                $205,778      $210,195

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

              Earnings From Continuing Operations
                Before Income Taxes                       2,535           905
              Income Taxes                                  989           371
                                                       ----------------------
              Net Earnings From Continuing Operations     1,546           534
                                                       ======================
              Basic Net Earnings Per Share From
                Continuing Operations                    $ 0.15        $ 0.05
                                                       ======================
              Diluted Net Earnings Per Share From
                Continuing Operations                    $ 0.15        $ 0.05
                                                       ======================

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  sales to Lakeside  Foods  generated $47 million in
cash proceeds, which was used to pay down debt.

The  Company  expects  to  refinance  up  to  an  additional  $22.5  million  of
outstanding  debt under the revolving credit facility with new term debt from an
insurance  company  in late  August  2003.  The  refinancing  of the  additional
outstanding  debt is subject to the  negotiation  of  definitive  documentation.
Therefore, there can be no assurance that this transaction will be completed.

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

Subsequent to the issuance of its condensed  consolidated  financial  statements
for the quarter ended June 28, 2003, the Company  determined that it should have
included convertible  participating  preferred stock in its calculation of basic
earnings per share under the  if-converted  method.  The Company also determined
that it had not provided appropriate information with respect to the calculation
of  earnings  per  share  in  the  notes  to  condensed  consolidated  financial
statements  and  identified  errors in its statement of cash flows for the three
months ended June 28, 2003 with respect to amounts  reported for assets held for
sale.

As a result, the accompanying  condensed  consolidated  financial statements for
the  three  months  ended  June 28,  2003 have been  restated  from the  amounts
previously  reported to include  appropriate  disclosure of the  calculations of
earnings  per share  (see note 6); to reduce  basic  earnings  per share for the
three  months  ended  June 28,  2003 and June  29,  2002;  and to  appropriately
classify certain cash flows for the three months ended June 28, 2003.

     The following summarizes these restatements (In Thousands except earnings
     per share data):

                                    June 28, 2003            June 29, 2002
                                    -------------            -------------
                              As Previously    As      As Previously   As
                                 Reported    Restated   Reported     Restated
                                 --------    --------   --------     --------
 Basic earnings per share           $.55       $.35       $.29         $.19

                                                  June 28, 2003
                                                  -------------
                                          As Previously
                                             Reported      As Restated
                                             --------      -----------
         Net Cash Provided by Operating
           Activities                        $ 15,300          $8,352

         Net Cash Used in Investing
           Activities                         (80,383)        (71,217)

         Net Cash Provided by
           Financing Activities                 2,675             457
                                             ------------------------
         Net Decrease in Cash and Cash
           Equivalents                       $(62,408)       $(62,408)
                                             ========================



Forward-Looking Statements

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

Critical Accounting Policies

In the three months ended June 28,  2003,  the Company sold for cash,  on a bill
and hold basis,  $23,706,000 of Green Giant finished goods  inventory to General
Mills  Operations,  Inc.  ("GMOI").  At the time of the sale of the Green  Giant
vegetables to GMOI,  title of the specified  inventory  transferred  to GMOI. In
addition,  the aforementioned  finished goods inventory was complete,  ready for
shipment and  segregated  from the Company's  other  finished  goods  inventory.
Further,  the Company had performed all of its  obligations  with respect to the
sale of the specified Green Giant finished goods inventory.

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







Trade  promotions  are an important  component of the sales and marketing of the
Company's  branded  products,  and are critical to the support of the  business.
Trade  promotion  costs  include  amounts paid to  encourage  retailers to offer
temporary  price  reductions for the sale of our products to consumers,  amounts
paid to obtain favorable  display  positions in retailers'  stores,  and amounts
paid to  retailers  for  shelf  space  in  retail  stores.  Accruals  for  trade
promotions are recorded primarily at the time of sale of product to the retailer
based on expected  levels of  performance  and are  recorded  as a reduction  of
revenue.  Settlement of these liabilities typically occurs in subsequent periods
primarily through an authorized  process for deductions taken by a retailer from
amounts otherwise due to us. As a result, the ultimate cost of a trade promotion
program is dependent  on the relative  success of the events and the actions and
level of  deductions  taken by retailers  for amounts they consider due to them.
Final  determination of the permissible  deductions may take extended periods of
time.

Recently  issued,  but  not  yet  effective,   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.


        ITEM 3 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.  In connection with the acquisition of
CPF, the Company entered into a new $200 million  revolving credit facility with
a five-year term to finance its seasonal working capital requirements.  Interest
is based on LIBOR plus a spread. Repayment is required at the expiration date of
the facility  which is May 27, 2008.  The Company had $60.4 million  outstanding
under this facility as of June 28, 2003.  The Company  maintains  investments in
cash equivalents  (none at June 28, 2003 and $60.9 million as of March 31, 2003)
and has investments in a modest amount of marketable securities.  Long-term debt
represents secured and unsecured 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.  Refer to the March 31,  2003  report for the table of Interest
Rate Sensitivity of Long-Term Debt, Short Term Debt and Short Term Investments.

                         ITEM 4 Controls and Procedures

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

(b) Internal controls.  During the period covered by this report, there have not
been any significant  changes in our internal controls over financial  reporting
that has materially affected,  or is reasonable likely to materially affect, the
Company's internal controls over financial reporting.





PART II - OTHER INFORMATION


Item 1.               Legal Proceedings

                      None.

Item 2.               Changes in Securities

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

Item 3.               Defaults on Senior Securities

                      None.

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

                      None.

Item 5.               Other Information

                      None.

Item 6.               Exhibits and Reports on Form 8-K

(a)      Exhibits

11   Computation of earnings per share (filed herewith)
31.1 Certification of Kraig H. Kayser pursuant to Section 302 of the
     Sarbanes-Oxley Act of 2002 (filed herewith)
31.2 Certification of Philip G. Paras pursuant to Section 302 of the
     Sarbanes-Oxley Act of 2002 (filed herewith)
32   Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     (filed herewith)


(b) Reports on Form 8-K


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

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





                                   SIGNATURES


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





                                                     Seneca Foods Corporation
                                                            (Company)



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


                                                     /s/Jeffrey L. Van Riper
                                                     -------------------------
September 5, 2003                                    Jeffrey L. Van Riper
                                                     Controller and
                                                     Chief Accounting Officer