SENECA FOODS CORPORATION
                             3736 South Main Street
                             Marion, New York 14505


                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS



NOTICE  IS  HEREBY  GIVEN  that  the  Annual  Meeting  (the  "Meeting")  of  the
shareholders of SENECA FOODS CORPORATION will be held at Holiday Inn South, 1630
South Broadway Avenue, Rochester,  Minnesota, on Friday, August 6, 2004, at 1:00
p.m., Central Daylight Savings Time, for the following purposes:

     1.  To elect one director to serve until the Annual Meeting of shareholders
         in 2006 and three directors to serve until the Annual Meeting of
         shareholders in 2007 and until each of their successors is duly elected
         and shall qualify.

     2.  To ratify the appointment by the Board of Directors of Ernst & Young,
         LLP as independent auditors for the fiscal year ending March 31, 2005.

     3.  To transact such other business as may properly come before the Meeting
         or any adjournment thereof.

     Accompanying this notice is a form of proxy and Proxy Statement. If you are
unable to be present in person at the Meeting,  please sign the enclosed form of
proxy and return it in the enclosed envelope. If you attend the Meeting and vote
personally, the proxy will not be used. Only shareholders of record at the close
of  business on June 11,  2004,  will be entitled to vote at the Meeting and any
adjournment  thereof.  The prompt  return of your proxy will save the expense of
further communications.

     A copy of the Annual Report for the fiscal year ended March 31, 2004,  also
accompanies this Notice.

                                             By order of the Board of Directors,



                                             JEFFREY L. VAN RIPER
                                             Secretary

DATED:     Marion, New York
           June 29, 2004


IT IS IMPORTANT THAT THE ENCLOSED PROXY BALLOT BE SIGNED, DATED AND PROMPTLY
RETURNED IN THE ENCLOSED ENVELOPE, SO THAT YOUR SHARES WILL BE REPRESENTED
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.





                                 PROXY STATEMENT

                      FOR ANNUAL MEETING OF SHAREHOLDERS OF

                            SENECA FOODS CORPORATION
                            ------------------------

                         Date of Mailing: June 29, 2004

                 Annual Meeting of Shareholders: August 6, 2004


     The  enclosed  proxy is solicited by the Board of Directors of Seneca Foods
Corporation (hereinafter called the "Company"). Any proxy given pursuant to such
solicitation  may be revoked by the  shareholder at any time prior to the voting
of the proxy. The signing of the form of proxy will not preclude the shareholder
from attending the Annual Meeting (the  "Meeting") and voting in person.  Shares
represented  by proxy will be voted in  accordance  with the  directions  of the
shareholder.  The directors of the Company know of no matters to come before the
meeting  other than those set forth in this  Proxy  Statement.  In the event any
other matter may properly be brought before the meeting,  the proxy holders will
vote the proxies in their discretion on such matter. If no choices are specified
on the proxy, the proxy will be voted FOR the proposals  discussed in this Proxy
Statement.

     All of the expenses  involved in preparing and mailing this Proxy Statement
and the material enclosed herewith will be paid by the Company. The Company will
reimburse banks, brokerage firms and other custodians,  nominees and fiduciaries
for expenses reasonably incurred by them in sending proxy material to beneficial
owners of stock.

     Only  record  holders of the voting  stock at the close of business on June
11, 2004 (the "Record  Date") are  entitled to vote at the Meeting.  On that day
the following shares were issued and outstanding:  (i) 3,911,480 shares of Class
A common  stock,  $0.25  par value per  share  ("Class  A Common  Stock");  (ii)
2,764,005  shares of Class B common  stock,  $0.25 par value per share ("Class B
Common  Stock",   and  together  with  the  Class  A  Common  Stock,   sometimes
collectively  referred to as the "Common  Stock");  (iii) 200,000  shares of Six
Percent (6%) Cumulative  Voting Preferred Stock,  $0.25 par value per share ("6%
Preferred  Stock");  (iv) 407,240  shares of 10% Cumulative  Convertible  Voting
Preferred  Stock - Series  A,  $0.25  stated  value  per  share  ("10%  Series A
Preferred  Stock");  (v) 400,000  shares of 10%  Cumulative  Convertible  Voting
Preferred  Stock - Series  B,  $0.25  stated  value  per  share  ("10%  Series B
Preferred Stock"); (vi) 967,742 shares of Series 2003 Preferred Stock with $.025
par value per share;  and (vii)  3,482,496  shares of Convertible  Participating
Preferred Stock with $0.025 par value per share (the "Convertible  Participating
Preferred  Stock").  The shares of Class B Common Stock,  10% Series A Preferred
Stock,  and 10% Series B Preferred  Stock are  entitled to one vote per share on
all  matters  submitted  to the  Company's  shareholders.  The shares of Class A
Common Stock are entitled to  one-twentieth  (1/20) of one vote per share on all
matters  submitted  to the  Company's  shareholders.  The shares of 6% Preferred
Stock are entitled to one vote per share,  but only with respect to the election
of directors. The shares of Convertible Participating Preferred Stock and Series
2003 Preferred Stock are not currently  entitled to vote on matters submitted to
shareholders  (other  than as  required  by  law);  however,  these  shares  are
convertible  on a  share-for-share  basis into  shares of Class A Common  Stock,
which are entitled to one-twentieth (1/20) of one vote per share.

     At the Meeting, shareholders of the Company will consider and vote upon the
following matters:

(1)  To elect one director to serve until the Annual Meeting of shareholders in
     2006 and three directors to serve until the Annual Meeting of shareholders
     in 2007 and until each of their successors is duly elected and shall
     qualify.

(2)  To ratify the appointment by the Board of Directors of Ernst & Young as
     independent auditors for the fiscal year ending March 31, 2005.

(3)  To transact such other business as may properly come before the Meeting or
     any adjournment thereof.

The Board of Directors of the Company unanimously recommends a vote FOR each of
the items set forth above.






                                   PROPOSAL 1


ELECTION OF DIRECTORS

     Under the By-Laws of the  Company,  its Board of  Directors is divided into
three classes,  as equal in number as possible,  having staggered terms of three
years each.  The Board of Directors  has increased the total number of directors
from eight to nine.  Therefore,  at this annual meeting three  directors will be
elected to serve  until the  annual  meeting  in 2007 and one  director  will be
elected  to serve  until the  annual  meeting  in 2006,  and until each of their
successors is duly elected and shall qualify.

     Unless  authority  to vote for the election of directors is withheld or the
Proxy is marked to the contrary as provided therein,  the enclosed Proxy will be
voted FOR the election of the two nominees listed below.

     Although the directors do not contemplate  that any of the nominees will be
unable to serve,  should such a situation  arise, the Proxy may be voted for the
election  of other  persons  as  directors.  Each  nominee,  to be  elected as a
director,  must receive the affirmative vote of a plurality of the votes cast at
the Meeting by the shareholders entitled to vote thereon.

     The  following  table sets forth  certain  information  with respect to the
nominees for election as directors and directors whose terms continue beyond the
meeting:



                                                                                                        Served as
                                                                                                         Director
Nominee                    Principal Occupation for Past Five Years (1)                        Age        Since
-------                    ----------------------------------------                            ---       ---------

                           Nominees Standing for Election
                           ------------------------------
                                                                                               

To serve until the annual meeting of shareholders in 2007 and until their
successors are duly elected and shall qualify:

Andrew M. Boas (3)         General Partner of Carl Marks Management                             49           1998
                           Company, L.P. (merchant banking firm); President of Carl Marks
                           Offshore Management, Inc. since 1994; Vice President of
                           CM Capital; Vice President of Carl Marks
                           & Co., Inc.

Douglas F. Brush           Chairman and Business Development Officer of                         50           2001
                           Sentry Group (manufacturer of safes),
                           Rochester, New York.

Susan W. Stuart (2)        Marketing Consultant, Fairfield, Connecticut.                        49           1986


To serve until the annual meeting of shareholders in 2006 and until his
successor is duly elected and shall qualify:

Thomas Paulson (5)         Chief Financial Officer, Innovex, Inc. since                         48              -
                           February, 2001, Vice President Finance, The Pillsbury
                           Company from 1998-2000.






                           Directors Whose Terms Expire in 2005
                           ------------------------------------

Robert T. Brady            Chairman and Chief Executive Officer of Moog, Inc.                    63           1989
                           (manufacturer of control systems), East Aurora, New York. (6)

G. Brymer Humphreys        President, Humphreys Farm Inc.,                                       63           1983
                           New Hartford, New York.

Arthur S. Wolcott (2)      Chairman of the Company.                                              78           1949



                           Directors Whose Terms Expire in 2006
                           ------------------------------------

Arthur H. Baer (3)         President of Hudson Valley Publishing since January                   57           1998
                           2003 and 1998 to 1999; President Arrow Electronics Europe
                           from 2000 to 2002; President of XYAN Inc. from 1996 to 1998.

Kraig H. Kayser            President and Chief Executive Officer of the Company. (4)             43           1985


(1)  Unless otherwise indicated, each nominee has had the same principal
     occupation for at least the past five years.
(2)  Susan W. Stuart and Arthur S. Wolcott are daughter and father.
(3)  Messrs. Boas and Baer were nominated to the Company's Board of Directors
     pursuant to the terms of a Stock Purchase Agreement dated as of June 22,
     1998, by and between the Company and Carl Marks Strategic Investments, L.P.
     and related entities (collectively the "Investors"). Certain substantial
     shareholders of the Company have agreed to vote their shares in favor of
     Messrs. Boas and Baer. This voting arrangement will continue in effect
     until the Investors, in the aggregate, own less than 10% of the outstanding
     Class A Common Stock (assuming conversion of the Convertible Participating
     Preferred Stock).
(4)  Mr. Kayser is also a director of the following publicly held company: Moog
     Inc. (5) Mr. Paulson was recommended by the chief executive officer and
     certain non-management
     directors and was approved by the Corporate Governance and Nominating
     Committee for inclusion in this proxy statement.
(6)  Mr. Brady is also a director of the following publicly held companies: Moog
     Inc., National Fuel Gas Company, Astronics Corporation and M&T Bank
     Corporation.




OWNERSHIP OF SECURITIES

     Ownership by Management. The following table sets forth certain information
with respect to beneficial ownership of the Company's outstanding Class A Common
Stock,  Class B Common Stock, 6% Preferred  Stock, 10% Series A Preferred Stock,
10% Series B Preferred Stock, and Convertible  Participating  Preferred Stock by
each nominee and director and by all directors, nominees and officers as a group
as of April 1, 2004. ("Beneficial ownership" for these purposes is determined in
accordance with applicable  Securities and Exchange Commission ["SEC"] rules and
includes  shares  over  which a  person  has  sole or  shared  voting  power  or
investment power):


                                                                        Shares (1)
                                                                       Beneficially           Percent
Name                                 Title of Class                      Owned                of Class
----                                 --------------                    ------------           --------
                                                                                     

Arthur H. Baer                      Class B Common Stock                   3,000                    -(3)

Kraig H. Kayser                     Class A Common Stock (10)            218,158                 5.52
                                    Class B Common Stock (11)            456,912                16.53
                                    6% Preferred Stock (12)                8,000                 4.00
                                    10% Series A Preferred Stock (13)    173,812                42.68
                                    10% Series B Preferred Stock (14)    165,080                41.27

Andrew M. Boas                      Class A Common Stock                  70,642                 1.79
                                    Class B Common Stock                  70,642                 2.56
                                    Convertible Participating
                                      Preferred Stock (9)              2,995,736                86.02

Douglas F. Brush                    Class B Common Stock                     770                    -(3)

Susan W. Stuart                     Class A Common Stock (15)            162,502                 4.11
                                    Class B Common Stock (16)            411,158                14.88
                                    6% Preferred Stock                    25,296                12.65

Robert T. Brady                                                                -(2)                 -(3)

Thomas Paulson                                                                 -                    -(3)

G. Brymer Humphreys                 Class A Common Stock                     800                    -(3)
                                    Class B Common Stock                     800                    -(3)
                                    Convertible Participating
                                      Preferred Stock                        400                    -(3)

Arthur S. Wolcott                   Class A Common Stock (4)            158,090                  4.00
                                    Class B Common Stock (5)            305,059                 11.04
                                    6% Preferred Stock (6)               32,844                 16.42
                                    10% Series A Preferred Stock (7)    212,840                 52.26
                                    10% Series B Preferred Stock (8)    212,200                 53.05

Philip G. Paras                     Class A Common Stock                  1,000                     -(3)
                                    Class B Common Stock                  1,500                     -(3)


All directors, nominees             Class A Common Stock (18)            456,320                11.55
and named officers as a group (17)  Class B Common Stock (19)            607,507                21.98
                                    6% Preferred Stock (20)               66,140                33.07
                                    10% Series A Preferred Stock (21)    386,652                94.94
                                    10% Series B Preferred Stock (22)    377,280                94.32
                                    Convertible Participating
                                      Preferred Stock (23)             2,996,136                87.01



(1)  Unless otherwise stated, each person named in the table has sole voting and
     investment power with respect to the shares indicated as beneficially owned
     by that person. No stock options are held by any of the named individuals
     or the group. The holdings of Class A Common Stock and Class B Common Stock
     listed in the table do not include the shares obtainable upon conversion of
     the 10% Series A Preferred Stock and the 10% Series B Preferred Stock,
     which are currently convertible into Class A Common Stock and Class B
     Common Stock on the basis of 20 and 30 preferred shares, respectively, for
     each share of Common Stock. The holdings of Class A Common Stock do not
     include the shares obtainable upon conversion of the Convertible
     Participating Preferred Stock, which is currently convertible into shares
     of Class A Common Stock on a one-for-one basis.

(2)  Does not include 300 shares of Class A Common Stock and 300 shares of Class
     B Common Stock owned by Mr. Brady's children as to which Mr. Brady
     disclaims beneficial ownership.

(3)  Less than 1.0%.

(4)  The shares in the table include (i) 29,531 shares of Class A Common Stock
     held by Mr. Wolcott's wife, (ii) 76,936 shares held by the Seneca Foods
     Foundation (the "Foundation"), of which Mr. Wolcott is a Director. The
     shares reported in the table do not include (i) 313,528 shares of Class A
     Common Stock held directly by Mr. and Mrs. Wolcott's offspring and their
     families (including Susan W. Stuart), or (ii) 295,072 shares held by Seneca
     Foods Corporation Employee Savings Plan (the "401(k) Plan"), over which the
     Company's officers may be deemed to have shared voting and investment
     power. Mr. Wolcott has shared voting and investment power with respect to
     the shares held by the Foundation. He disclaims beneficial ownership with
     respect to the shares held by his wife, his offspring and their families
     and the 401(k) Plan.

(5)  The shares in the table include (i) 8,584 shares of Class B Common Stock
     held by Mr. Wolcott's wife, (ii) 213,000 shares held by the Pension Plan,
     of which Mr. Wolcott is a trustee and (iii) 74,924 shares held by the
     Foundation, of which Mr. Wolcott is a director. The shares in the table do
     not include (i) 448,608 shares of Class B Common Stock held directly by Mr.
     and Mrs. Wolcott's offspring and their families (including Susan W. Stuart)
     or (ii) 22,128 shares held by the 401(k) Plan. Mr. Wolcott has shared
     voting and investment power with respect to the shares held by the Pension
     Plan and the Foundation. He disclaims beneficial ownership with respect to
     the shares held by his wife, his offspring and their families and the
     401(k) Plan.

(6)  Does not include 101,176 shares of 6% Preferred Stock held directly by Mr.
     and Mrs. Wolcott's offspring (including Susan W. Stuart), as to which Mr.
     Wolcott disclaims beneficial ownership.

(7)  These shares are convertible into 10,642 shares of Class A Common Stock and
     10,642 shares of Class B Common Stock.

(8)  These shares are convertible into 7,073 shares of Class A Common Stock and
     7,073 shares of Class B Common Stock.

(9)  These shares are convertible on a share-for-share basis into 2,995,736
     shares of Class A Common Stock. Includes 2,995,736 shares of Convertible
     Participating Preferred Stock owned by Investors, as to which Mr. Boas
     disclaims beneficial ownership. Does not include 251,520 shares of
     Convertible Participating Preferred Stock owned by Edwin Marks which are
     related to the Investors via common ownership in certain entities and
     family relationships and which sometimes are collectively referred to as
     the "Related Marks Shareholders". Mr. Boas disclaims beneficial ownership
     of the stock owned by the Related Marks Shareholders.

(10) Mr. Kayser has sole voting and investment power over 60,528 shares of Class
     A Common Stock owned by him and sole voting but no investment power over
     5,550 shares owned by his siblings and their children, which are subject to
     a voting trust agreement of which Mr. Kayser is a trustee. Mr. Kayser has
     shared voting and investment power with respect to 74,669 shares held in
     two trusts of which he is a co-trustee and in which he and members of his
     family are beneficiaries. Robert Oppenheimer of Rochester, New York is the
     other co-trustee of the trusts. The shares reported in the table include
     76,936 shares held by the Foundation, of which Mr. Kayser is a Director.
     The shares reported in the table do not include (i) 14,902 shares owned by
     Mr. Kayser's mother, (ii) 19,000 shares held in trust for Mr. Kayser's
     mother, (iii) 4,900 shares held by Mr. Kayser's brothers, or (iv) 295,072
     shares held by the 401(k) Plan, over which the Company's officers may be
     deemed to have shared voting and investment power. Mr. Kayser has shared
     voting and investment power with respect to the shares held by the
     Foundation. He disclaims beneficial ownership of the shares held by his
     mother and in trust for his mother, the shares held by his brother and the
     shares held by the 401(k) Plan.

(11) Mr. Kayser has sole voting and investment power over 82,994 shares of Class
     B Common Stock he owns and sole voting but no investment power over 10,050
     shares owned by his siblings and their children, which are subject to a
     voting trust agreement of which Mr. Kayser is a trustee. Mr. Kayser has
     shared voting and investment power with respect to 75,944 shares held in
     two trusts of which he is a co-trustee and in which he and members of his
     family are beneficiaries. Robert Oppenheimer of Rochester, New York is the
     other co-trustee of the trusts. The shares in the table include (i) 213,000
     shares held by the Pension Plan, of which Mr. Kayser is a trustee and (ii)
     74,924 shares held by the Foundation, of which Mr. Kayser is a director.
     The shares in the table do not include (i) 14,912 shares owned by Mr.
     Kayser's mother, or (ii) 19,000 shares held in trust for Mr. Kayser's
     mother, and (iii) 22,128 shares held by the 401(k) Plan. Mr. Kayser has
     shared voting and investment power with respect to the shares held by the
     Pension Plan and the Foundation. He disclaims beneficial ownership of the
     shares held by his mother and in trust for his mother and the shares held
     by the 401(k) Plan.

(12) Does not include 27,536 shares of 6% Preferred Stock held by Mr. Kayser's
     brother, as to which Mr. Kayser disclaims beneficial ownership. See also
     the table in "Principal Owners of Voting Stock".

(13) Mr.  Kayser has shared voting and investment power with respect to 141,644
     shares of 10% Series A Preferred Stock held in two trusts described in
     notes 10 and 11 above. The total 173,812 shares of 10% Series A Preferred
     Stock are convertible into 8,690 shares of Class A Common Stock and 8,690
     shares of Class B Common Stock.

(14) Mr. Kayser has shared voting and investment power with respect to 165,080
     shares of 10% Series B Preferred Stock held in two trusts described in
     notes 10 and 11 above. The total 165,080 shares of 10% Series B Preferred
     Stock are convertible into 5,502 shares of Class A Common Stock and 5,502
     shares of Class B Common Stock.


(15) The shares in the table include (i) 12,616 shares of Class A Common Stock
     held by Ms. Stuart's husband, (ii) 15,736 shares owned by her sister's
     children, of which Ms. Stuart is the trustee, (iii) 76,936 shares held by
     the Foundation, of which Ms. Stuart is a trustee. Ms. Stuart has shared
     voting and investment power with respect to the shares held by the
     Foundation and sole voting and investment power with respect to the shares
     owned by her sister's children. She disclaims beneficial ownership of the
     shares held by her husband.

(16) The shares reported in the table include (i) 18,894 shares of Class B
     Common Stock held by Ms. Stuart's husband, (ii) 40,848 shares owned by her
     sister's children, of which Ms. Stuart is the trustee, (iii) 213,000 shares
     held by the Pension Plan, of which Ms. Stuart is a trustee and (iv) 74,924
     shares held by the Foundation, of which Ms. Stuart is a director. Ms.
     Stuart has shared voting and investment power with respect to the shares
     held the Pension Plan and the Foundation and sole voting and investment
     power with respect to the shares owned by her sister's children. She
     disclaims beneficial ownership of the shares held by her husband.

(17) Does not include 496,446 shares of Class A Common Stock or 460,446 shares
     of Class B Common Stock owned by the Related Marks Shareholders, as to
     which Andrew Boas disclaims beneficial ownership. See note 9 above.

(18) See notes 2, 4, 7, 8, 9, 10, 15 and 17 above.

(19) See notes 2, 5, 7, 8, 11, 13 and 16 above.

(20) See notes 6 and 12 above.

(21) See notes 7 and 13 above.

(22) See notes 8 and 14 above.

(23) See note 9 above.







     Principal  Owners of Voting Stock.  The following  table sets forth,  as of
April 1, 2004, certain  information with respect to persons known by the Company
to be the  beneficial  owners of more than five percent of the classes of stock.
("Beneficial  ownership"  for these  purposes is determined  in accordance  with
applicable SEC rules and includes  shares over which a person has sole or shared
voting  power or  investment  power.) The holdings of Common Stock listed in the
table do not include the shares  obtainable  upon conversion of the 10% Series A
Preferred  Stock and the 10%  Series B  Preferred  Stock,  which  currently  are
convertible  into Class A Common  Stock and Class B Common Stock on the basis of
20 and 30 shares of  Preferred  Stock,  respectively,  for each  share of Common
Stock.  The  holdings of Class A Common Stock listed in the table do not include
the shares  obtainable upon conversion of the Series 2003 Preferred Stock or the
Convertible  Participating  Preferred  Stock,  which is convertible into Class A
Common Stock on a one-for-one basis.



                                                                Amount of Shares and Nature
                                                                  of Beneficial Ownership
                                                   ------------------------------------------------------
                                                   Sole Voting/   Shared Voting/
                      Name and Address of          Investment        Investment                   Percent
Title of Class             Beneficial Owner            Power             Power     Total         of Class
--------------        ---------------------        ------------   --------------   -----         --------
                                                                                  

6% Preferred Stock    Arthur S. Wolcott (1)           32,844               --         32,844      16.42%

                      Kurt C. Kayser                  27,536 (2)           --         27,536      13.77
                      Bradenton, Florida

                      Susan W. Stuart                 25,296 (3)           --         25,296      12.65
                      Fairfield, Connecticut

                      Bruce S. Wolcott                25,296 (3)           --         25,296      12.65
                      Canandaigua, New York

                      Grace W. Wadell                 25,292 (3)           --         25,292      12.65
                      Wayne, Pennsylvania

                      Mark S. Wolcott                 25,292 (3)           --         25,292      12.65
                      Pittsford, New York

                      L. Jerome Wolcott, Jr.          15,222              --          15,222       7.61
                      Costa Mesa, California

                      Peter J. Wolcott                15,222 (3)           --         15,222       7.61
                      Bridgewater, Connecticut


10% Series A          Arthur S. Wolcott              212,840 (4)           --        212,840      52.26
Preferred Stock
                      Kraig H. Kayser (5)             32,168          141,644 (6)    173,812      42.68

                      Hannelore Wolcott-Bailey        20,588               --         20,588       5.06
                      Penn Yan, New York


10% Series B          Arthur S. Wolcott             212,200 (7)            --        212,200      53.05
Preferred Stock
                      Kraig H. Kayser                     --          165,080 (8)    165,080      41.27

                      Hannelore Wolcott-Bailey        22,720               --         22,720       5.68


Class A Common
  Stock(9)            Nancy A. Marks (10)            217,892          232,912 (11)   450,804      11.41%
                        Great Neck, New York

                      The Pillsbury Company (12)          --          346,570        346,570       8.77
                       General Mills, Inc.
                      Minneapolis, Minnesota

                      T. Rowe Price                  306,600               --        306,600       7.76
                       Associates, Inc. (17)
                      Baltimore, Maryland

                      Franklin Advisory              256,600               --        256,600       6.50
                        Services, LLC (16)
                      San Mateo, California

                      Susan W. Stuart (15)            57,214          105,288        162,508       4.11

                      Kraig H. Kayser (13)            60,528          157,630        218,158       5.52

                      Arthur S. Wolcott (14)          51,623          106,467        156,090       4.00

Class B Common Stock  Susan W. Stuart                 63,492          347,666 (20)   411,158      14.88

                      Kraig H. Kayser                 82,994          373,918  (8)   456,912      16.53

                      Nancy A. Marks (10)            318,412          96,392         414,804      15.01

                      Arthur S. Wolcott                8,551         296,508  (19)   305,059      11.04

                      T. Rowe Price                  146,900              --         146,900       5.31
                       Associates, Inc(17)
                      Baltimore, Maryland

Convertible           Carl Marks Strategic         2,304,161              --       2,304,161      66.11
Participating          Investments, LP
Preferred             New York, New York
Stock (21)

                      Carl Marks Strategic           691,575              --         691,575      19.84
                       Investments II, LP
                      New York, New York

                      Nancy A. Marks                 145,000          106,520        251,520       7.22

Series 2003           Chiquita Brands                967,742               --        967,742     100.00
Preferred              International, Inc.
Stock                 Cincinnati, Ohio




(1)  Business address:  Suite 1010, 1605 Main Street, Sarasota, Florida 34236.

(2)  These shares are included in the shares described in note 13 to the table
     under the heading "Ownership by Management".

(3)  These shares are included in the shares described in note 6 to the table
     under the heading "Ownership by Management".

(4)  See note 7 to the table under the heading "Ownership by Management".

(5)  Business address: 3736 South Main Street, Marion, New York 14505.

(6)  See note 14 to the table under the heading "Ownership by Management".

(7)  See note 8 to the table under the heading "Ownership by Management".

(8)  See note 15 to the table under the heading "Ownership by Management".

(9)  Does not include 2,995,736 shares of Convertible Participating Preferred
     Stock held by the New Investors, which are convertible on a share-for-share
     basis into 2,995,736 shares of Class A Common Stock. Does not include
     251,520 shares of Convertible Participating Preferred Stock held by the
     Related Marks Shareholders, which are convertible into 251,520 shares of
     Class A Common Stock. See notes 12, 13, and 21 below. See also notes 9 and
     18 to the table under the heading "Ownership by Management."

(10) Based on a statement on Schedule 13D filed by Edwin S. Marks with the SEC
     (as most recently amended in July 1998) and Form 4 filed with the SEC by
     Edwin S. Marks for March 2000.

(11) Nancy A. Marks shares voting and dispositive power with respect to 232,912
     of these shares with her daughters. She disclaims beneficial ownership of
     these shares.

(12) Based on a statement on Schedule 13D filed by The Pillsbury Company (now a
     subsidiary of General Mills, Inc.) and Grand Metropolitan with the SEC in
     March 1996.

(13) See note 11 to the table under the heading "Ownership by Management".

(14) See note 4 to the table under the heading "Ownership by Management".

(15) See note 16 to the table under the heading "Ownership by Management".

(16) Based on a statement on Schedule 13G filed with the SEC February 2003, by
     Franklin Advisory Services, Inc.

(17) These securities are owned by various individual and institutional
     investors, which T. Rowe Price Associates, Inc. (Price Associates) serves
     as investment adviser with power to direct investments and/or sole power to
     vote the securities. For purposes of the reporting requirements of the
     Securities Exchange Act of 1934, Price Associates is deemed to be a
     beneficial owner of such securities; however, Price Associates expressly
     disclaims that it is, in fact, the beneficial owner of such securities.

(18) See note 12 to the table under the heading "--Ownership by Management."

(19) See note 5 to the table under the heading "--Ownership by Management."

(20) See note 17 to the table under the heading "--Ownership by Management."

(21) The shares of Convertible Participating Preferred Stock are not currently
     entitled to vote on matters submitted to shareholders (other than as
     required by law); however, these shares are convertible on a one-for-one
     basis into shares of Class A Common Stock, which are entitled to
     one-twentieth (1/20) of one vote per share.








Independence

     The Board has  determined  that  each  current  director  and  nominee  for
director,  other than Mr. Wolcott,  the Company's  Chairman,  his daughter,  Ms.
Stuart, and Mr. Kayser, the Company's  President and Chief Executive Officer, is
"independent"  as defined by the listing  standards of The NASDAQ Stock  Market.
The Board has determined that Mr. Brady is independent  under the current NASDAQ
listing standards,  however, he will not be considered independent under the new
listing  standards  that become  effective as of the date of the Company's  2004
Annual Meeting due to the three year look back period for compensation committee
interlocks.  No director has any material  relationship  with the Company  other
than those described in "Certain Transactions and Related Relationships" below.

Information Concerning Operation Of The Board of Directors

     In order to  facilitate  the handling of various  functions of the Board of
Directors,  the  Board  has  appointed  several  committees  including  an Audit
Committee,  a Compensation  Committee and a Corporate  Governance and Nominating
Committee.

     The members of the Audit Committee are Arthur H. Baer (Chairman), Robert T.
Brady, Douglas F. Brush and G. Brymer Humphreys. Mr. Baer has been designated as
the Company's  "audit  committee  financial  expert" in accordance  with the SEC
rules and regulations. Shareholders should understand that this designation is a
disclosure  requirement  of  the  SEC  related  to  Mr.  Baer's  experience  and
understanding  with  respect to certain  accounting  and auditing  matters.  The
designation  does not impose  any  duties,  obligations  or  liability  that are
greater than are generally imposed on him as a member of the Audit Committee and
the Board,  and his designation as an audit committee  financial expert pursuant
to this SEC requirement does not affect the duties,  obligations or liability of
any other  member of the  Audit  Committee  or the  Board.  The Audit  Committee
recommends  to the  full  Board  of  Directors  the  engagement  of  independent
auditors,  reviews with the auditors the scope and results of the audit, reviews
with  management  the scope  and  results  of the  Company's  internal  auditing
procedures,  reviews the independence of the auditors and any non-audit services
provided by the auditors,  reviews with the auditors and management the adequacy
of the Company's system of internal accounting controls and makes inquiries into
other matters within the scope of its duties.

     The Corporate  Governance  and Nominating  Committee  consists of Arthur S.
Wolcott  (Chairman),  Robert T. Brady,  G. Brymer  Humphreys and Andrew M. Boas.
Each Committee  member,  other than Mr. Wolcott is independent under the current
NASDAQ listing  standards.  The text of the charter of the Corporate  Governance
and   Nominating    Committee   is   available   on   the   Company's    website
(www.senecafoods.com).  The Committee screens and selects nominees for vacancies
in the Board of Directors as they occur.  Consideration will be given to serious
candidates  for director who are  recommended  by  shareholders  of the Company.
Shareholder  recommendations must be in writing and addressed to the Chairman of
the Corporate Governance and Nominating Committee, c/o Corporate Secretary, 3736
South Main  Street,  Marion,  New York  14505,  and should  include a  statement
setting forth the qualifications  and experience of the proposed  candidates and
basis for nomination. Any person recommended by shareholders of the Company will
be evaluated in the same manner as any other potential nominee for director.

     The Board has not adopted specific minimum criteria for director  nominees.
The Corporate  Governance and Nominating  Committee identifies nominees by first
evaluating the current members of the Board of Directors  willing to continue in
service.  Current  members of the Board  with  skills  and  experience  that are
relevant to the  Company's  business and who are willing to continue in services
are  considered for  re-nomination.  If any member of the Board does not wish to
continue in service,  or if the Corporate  Governance and  Nominating  Committee
decides not to nominate a member for re-election,  the Committee first considers
the  appropriateness  of the size of the board. If the Committee  determines the
board  seat  should  remain  and a vacancy  exists,  the  independent  directors
consider  factors that it deems are in the best interests of the Company and its
shareholders  in  identifying  and  evaluating  a  new  nominee.  The  Corporate
Governance  and  Nominating   Committee  will  consider  nominees  suggested  by
incumbent Board members, management and shareholders.






     The Compensation  Committee consists of Douglas F. Brush (Chairman),  Susan
W. Stuart and Andrew M. Boas. The Compensation  Committee  establishes the level
of compensation on an annual basis for all executive officers.

     As of the date of the 2004 Annual  Meeting,  the Company will be subject to
new NASDAQ listing standards that will impact the corporate governance structure
of the Board as well as the Audit,  Compensation  and Corporate  Governance  and
Nominating  Committees.  Assuming  that the current  nominees  for  Director are
elected at the 2004 Annual Meeting,  it is  contemplated  that membership on the
various  committees  will be revised so that the Audit Committee will consist of
Arthur H. Baer,  Robert T. Brady,  Douglas F. Brush,  G.  Brymer  Humphreys  and
Thomas Paulson;  the Corporate  Governance and Nominating Committee will consist
of Andrew M. Boas, Robert T. Brady, G. Brymer Humphreys and Thomas Paulson;  and
the Compensation  Committee will consist of Douglas F. Brush, Andrew M. Boas and
G. Brymer Humphreys.

     During the fiscal year ended March 31,  2004,  the Board of  Directors  had
five meetings,  the Audit Committee had five meetings,  the Corporate Governance
and Nominating Committee had one meeting and the Compensation  Committee had one
meeting.  All  directors  who served  during the entire  fiscal year attended at
least 75% of the  aggregate  of the total  number  of  meetings  of the Board of
Directors and the total number of meetings held by any committee of the Board on
which he or she served.  In  addition,  each  director is expected to attend the
Annual Meeting of shareholders.  In 2003, the Annual Meeting of shareholders was
attended by all nine of the directors.

Shareholder Communication With the Board

     The  Company   provides  an  informal  process  for  shareholders  to  send
communications  to the Board of Directors.  Shareholders who wish to contact the
Board of  Directors  or any of its members may do so in writing to Seneca  Foods
Corporation,  3736 South Main  Street,  Marion,  New York 14505.  Correspondence
directed to an  individual  board  member will be  referred,  unopened,  to that
member.  Correspondence  not  directed  to a  particular  board  member  will be
referred, unopened, to the Chairman of the Audit Committee.

Certain Relationships and Related Transactions

     The  Company  operates  under a contract  pursuant to which Birds Eye Foods
supplies  the  Company's  New York  processing  plants with their raw  vegetable
requirements.  Birds Eye's sources of supply are the  grower-members  of Pro-Fac
Cooperative,   Inc.,  a  non-controlling  shareholder  of  Birds  Eye.  A  small
percentage (1% in fiscal year 2004) of vegetables supplied to Seneca Foods under
this contract are grown by Humphreys Farms Inc. as a Pro-Fac  grower-member.  G.
Brymer Humphreys is President and a 23% shareholder of Humphreys Farms.

     Each year the prices paid for all Pro-Fac-sourced vegetables are negotiated
between the Company  and Birds Eye and paid  directly to Birds Eye.  The Company
understands that the member-growers who supplied the vegetables are paid through
Pro-Fac.  The Company has no negotiations  with Humphreys Farms and no authority
to  require  Birds Eye or Pro-Fac to fill from  Humphreys  Farms any  particular
volume or percentage of the vegetables  supplied to the Company.  Moreover,  the
Company  does not  negotiate  or  identify  any  special  prices for  vegetables
produced at Humphreys Farms as distinguished from other Pro-Fac grower-members.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section  16(a) of the  Securities  Exchange Act of 1934  requires  that the
Company's  directors,  officers  and  shareholders  owning  more  than  10% of a
registered  class of equity  securities  of the Company file  reports  regarding
their  ownership and changes in that  ownership with the SEC. The Company is not
aware that any from this group  failed to make such  filings in a timely  manner
during the past year.







EXECUTIVE OFFICERS

The following is a listing of the Company's executive officers:



                                                                                               Served as
                                                                                                Officer
Officer                    Principal Occupation for Past Five Years (1)                 Age      Since
-------                    ----------------------------------------                     ---    ---------
                                                                                  

Arthur S. Wolcott          See table under "Election of Directors".                       78     1949

Kraig H. Kayser            See table under "Election of Directors".                       43     1991

Philip G. Paras            Chief Financial Officer since March 31, 2000;                  43     1996
                           Vice President-Finance from 1996 to 2000 and Treasurer of
                           the Company since 1997.

Jeffrey L. Van Riper       Secretary and Controller of the Company.                       47     1986

Sarah S. Mortensen         Assistant Secretary of the Company.                            59     1986



(1)  Unless otherwise indicated, each officer has had the same principal
     occupation for at least the past five years.




EXECUTIVE COMPENSATION

     The following table sets forth the compensation  paid by the Company to the
Chief Executive Officer and to the most highly  compensated  executive  officers
whose  compensation  exceeded  $100,000  (the  "Named  Officers")  for  services
rendered in all capacities to the Company and its subsidiaries during the fiscal
years ended March 31, 2004, 2003 and 2002.



                  Name of Individual and             Fiscal               Annual Compensation
                      Principal Position              Year                Salary       Bonus
                  ----------------------             ------               ------       -----
                                                                              

                  Arthur S. Wolcott                    2004            $ 402,989       $ 50,595
                    Chairman and Director              2003              391,406         39,220
                                                       2002              381,708             --

                  Kraig H. Kayser                      2004            $ 340,170       $ 51,150
                    President, Chief Executive         2003              330,392         33,107
                    Officer and Director               2002              322,206             --

                  Philip G. Paras                      2004            $ 104,738       $ 15,761
                    Chief Financial Officer            2003              100,829         10,103
                                                       2002                   --(1)          --


(1) Compensation did not exceed $100,000 in 2002.






Pension Benefits


     The executive  officers of the Company are entitled to  participate  in the
Pension  Plan  (referred  to in this  section as the  "Plan"),  which is for the
benefit of all employees  meeting certain  eligibility  requirements.  Effective
August 1,  1989,  the  Company  amended  the Plan to  provide  improved  pension
benefits under the Plan's Excess Formula. The Excess Formula for the calculation
of the annual  retirement  benefit is:  total years of credited  service (not to
exceed 35) multiplied by the sum of (i) 0.6% of the participant's average salary
(five  highest  consecutive  years,  excluding  bonus),  and  (ii)  0.6%  of the
participant's  average  salary in excess of his  compensation  covered by Social
Security.

     Participants  who were employed by the Company prior to August 1, 1988, are
eligible  to receive the greater of their  benefit  determined  under the Excess
Formula or their benefit determined under the Offset Formula. The Offset Formula
is: (i) total years of credited  service  multiplied by $120,  plus (ii) average
salary  multiplied  by 25%,  less 74% of the primary  Social  Security  benefit.
Pursuant to changes  required by the Tax Reform Act of 1986 the Company  amended
the Plan to cease further accruals under the Offset Formula as of July 31, 1989.
Participants  who were  eligible to receive a benefit  under the Offset  Formula
will receive the greater of their benefit determined under the Excess Formula or
their  benefit  determined  under the Offset  Formula as of July 31,  1989.  The
maximum permitted annual retirement income under either formula is $160,000.

     The following table sets forth estimated annual retirement benefits payable
at age 65  for  participants  in  certain  compensation  and  years  of  service
classifications using the highest number obtainable under both formulas:



   Five Highest                                              ANNUAL BENEFITS
   Consecutive               -----------------------------------------------------------------------------
      Years
     Earnings                15 Year          20 Years         25 Years         30 Years          35 Years
     --------                -------          --------         --------         --------          --------
                                                                                   
        $90,000             $ 12,300          $ 16,400         $ 20,500         $ 24,600          $ 28,600
        120,000               17,700            23,600           29,500           35,400            41,200
        150,000               23,100            30,800           38,500           46,200            53,800
        180,000               30,600            38,000           47,500           57,000            66,400



     Under the Plan,  Arthur S. Wolcott and Kraig H. Kayser have 55 years and 12
years of credited service,  respectively.  Their compensation during fiscal 2004
covered by the Plan was  $402,989 for Mr.  Wolcott and $340,170 for Mr.  Kayser.
The Internal  Revenue Code limits the amount of  compensation  that can be taken
into  account  in  calculating  retirement  benefits  (for  2004  the  limit  is
$205,000).

Directors' Fees

     Directors who are also executive officers of the Company are not separately
compensated  for their  services as  directors.  Directors who are not executive
officers receive a fee in the amount of $1,500 per month.

Equity Compensation Plans

     No options were  granted or exercised in the period from April 1, 2003,  to
the date of this Proxy  Statement,  nor were any  unexpired  options held at the
latter date by any officer or director of the Company. The Company has no equity
compensation plans, therefore, no table is necessary as described in item 201(d)
of Regulation SK.






Profit Sharing Bonus Plan

     The Company has a Profit Sharing Bonus Plan for certain eligible  employees
of the Company  ("Corporate  Profit  Sharing"  for the  officers and certain key
Corporate  employees  and  "Operating  Unit  Profit  Sharing"  for  certain  key
Operating Unit employees).  Under Corporate  Profit Sharing,  some or all of the
Corporate Profit Sharing Pool (10% of the Corporate Bogey as defined below) will
be paid only if Pre-Tax  Profits  (as  defined)  equal or exceed  the  Corporate
Bogey.  The bonuses  will be  distributed  at the sole  discretion  of the Chief
Executive Officer upon approval of such bonuses by the Compensation Committee of
the Board of Directors.  Under the Operating Unit Profit Sharing,  the Operating
Unit Profit Sharing pool (10% of Pre-Tax Profit less the Operating Unit Bogey as
defined  below) will be paid only if the Pre-Tax  Profit of the  Operating  Unit
equals or exceeds the Operating  Unit Bogey.  The bonuses will be distributed at
the  discretion of the Operating Unit  President.  For fiscal 2004 the Corporate
Bogey  will be equal to the  greater  of (i) five  percent  of the prior  year's
Consolidated  Net Worth of the Company plus the Pillsbury  Subordinated  Note or
(ii) five percent plus the annual  increase in the Consumer  Price Index greater
than five percent, times the prior year's Consolidated Net Worth of the Company.
The  Operating  Unit Bogey will be an amount  equal to the average  gross assets
employed by the Snack or Flight  Operations  for the preceding 12 months divided
by the  consolidated  average  gross  assets of the  Company for the same period
multiplied  by the Corporate  Bogey.  A total of $140,526 and $90,855 of bonuses
related  to the  Corporate  Plan  were  earned  by  officers  in 2004 and  2003,
respectively.  No officers earned bonuses in 2002 under the Profit Sharing Bonus
Plan.






Compensation Committee Interlocks and Insider Participation

     There were no  Compensation  Committee  interlocks  during the past  fiscal
year.

             Compensation Committee Report On Executive Compensation

     The  Compensation  Committee is responsible for providing  overall guidance
with respect to the Company's executive  compensation  programs. The goal of the
Compensation  Committee  is to maintain a  competitive  compensation  program in
order to attract and retain well  qualified  management,  to provide  management
with  the  incentive  to  accomplish  the  Company's   financial  and  operating
objectives  and to link the  interest of the  Company's  executive  officers and
management  to the  interests  of  its  stockholders  through  bonuses  tied  to
financial  performance.  The Compensation Committee is composed of three members
and meets  annually to review the  Company's  compensation  programs,  including
executive salary administration and the profit sharing plan.

     The Compensation Committee believes that the Company's executives should be
rewarded for their  contributions  to the Company's  attaining  annual financial
goals,  as set forth in the annual budget,  which is subject to revision  during
the year, and their attaining annual individual objectives. The Company pays its
executive  officers  two  principal  types  of  compensation:  base  salary  and
Corporate Profit Sharing plan, each of which is more fully described below.

     Base Salary - The Company has  historically  established the base salary of
its  executive  officers  on the  basis  of each  executive  officer's  scope of
responsibility, experience, individual performance and accountability within the
Company.  In that  regard  the  Company  reviews  comparable  salary  and  other
compensation arrangements in similar businesses and companies of similar size to
determine  appropriate  levels  necessary  to attract  and  retain  top  quality
management.

     Profit Sharing Plan - To further align the interests of executive  officers
with  those  of  the  Company's  shareholders,  a  significant  component  of an
executive  officer's  total  compensation  arrangement is  participation  in the
annual profit  sharing plan. An executive is rewarded with a cash bonus equal to
a percentage of the executive's base salary if the Pre-Tax Profit of the Company
for that year equals or exceeds the Corporate Bogey (see "--Profit Sharing Bonus
Plan").

     Performance   Review  -  The  general  policies  described  above  for  the
compensation of executive officers also apply to the compensation level approved
by the  Compensation  Committee  with respect to the 2005  compensation  for the
Chief Executive Officer.  Based on the criteria outlined above, the Compensation
Committee  awarded to Kraig H. Kayser a base  salary of $415,992  for the fiscal
year 2005. The Compensation Committee recognized Mr. Kayser's leadership role in
guiding the overall  performance  of the Company  towards its desired  strategic
direction as well as managing costs.

Summary

     The  Compensation  Committee  is committed to  attracting,  motivating  and
retaining executives who will help the Company meet the increasing challenges of
the  food  processing  industry.   The  Compensation  Committee  recognizes  its
responsibility  to  the  Company's  shareholders  and  intends  to  continue  to
establish  and  implement   compensation   policies  that  are  consistent  with
competitive  practice  and  are  based  on the  Company's  and  the  executives'
performance.

     This  report  has  been  submitted  by the  Compensation  Committee  of the
Company's Board of Directors:

          Douglas F. Brush          Susan W. Stuart          Andrew M. Boas





Audit Committee

     The Audit Committee's Report for 2004 follows.

                            Audit Committee's Report

     This Report is not  soliciting  material,  is not deemed filed with the SEC
and is not to be  incorporated  by reference in any filing of the Company  under
the Securities Act of 1933, as amended,  or the Securities Exchange Act of 1934,
as amended, whether made before or after the date hereof and irrespective of any
general incorporation language in any such filing.

     The Audit  Committee of the Board of  Directors,  comprised of four outside
directors,  held five meetings during 2004. The Audit Committee operates under a
written charter approved by the Board of Directors.

     The  Audit  Committee  met  with the  independent  public  accountants  and
management   to   assure   that  all  were   carrying   out   their   respective
responsibilities.  The Committee  reviewed the  performance  of the  independent
public accountants prior to recommending their appointment, and met with them to
discuss the scope and results of their audit  work,  including  the  adequacy of
internal  controls  and  the  quality  of  financial  reporting.  The  Committee
discussed with the independent public accountants their judgments  regarding the
quality and acceptability of the Company's accounting principles, the clarity of
its  disclosures  and  the  degree  of  aggressiveness  or  conservatism  of its
accounting principles and underlying estimates. The Committee discussed with and
received a letter  from the  independent  public  accountants  confirming  their
independence.  The  independent  public  accountants  had  full  access  to  the
Committee,  including regular meetings without management present. Additionally,
the  Committee  reviewed and  discussed the audited  financial  statements  with
management  and  recommended  to the Board of  Directors  that  these  financial
statements be included in the Company's Form 10-K filing with the Securities and
Exchange Commission.

                                 Audit Committee


                                 Arthur H. Baer
                                    Chairman

                  G. Brymer Humphreys        Douglas F. Brush

                                 Robert T. Brady


                         INDEPENDENT PUBLIC ACCOUNTANTS

     Ernst & Young  LLP has  served as our  independent  accounting  firm  since
October 7, 2003. On such date, we terminated  Deloitte & Touche LLP from serving
as  our   independent   public   accounting   firm.  It  is   anticipated   that
representatives  of Ernst & Young LLP will be present at the annual meeting with
the  opportunity  to  make a  statement  if  they  desire  to do so and  will be
available to respond to appropriate questions.

Principal Accountant Fees and Services

     Fees for all services provided by Ernst & Young LLP and Deloitte & Touche
LLP for fiscal years 2003 and 2004 are as follows:



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

                  Audit Fees (1)                                          $174,000           $106,000
                  --------------------------------------------- ------------------- ------------------

                  Audit-Related Fees (2)                                        --             43,000
                  --------------------------------------------- ------------------- ------------------

                  Tax Fees                                                      --                 --
                  --------------------------------------------- ------------------- ------------------

                  All Other Fees                                                --                 --

                  --------------------------------------------- ------------------- ------------------
                  Total                                                   $174,000           $149,000
                                                                          ========           ========

(1) Audit fees represent fees for professional services provided in connection
with the audit of our financial statements and review of our quarterly financial
statements and audit services provided in connection with other statutory or
regulatory filings.

(2) Audit-related fees consisted primarily of acquisition accounting and
restatement work.



     All audit-related services were pre-approved by the Audit Committee,  which
concluded  that the  provision of such services by Deloitte & Touche LLP in 2003
was compatible with the  maintenance of that firm's  independence in the conduct
of its auditing functions.  The Audit Committee's  pre-approval policies provide
that the Chairman of the Audit Committee has the authority to approve individual
audit  related  and  permitted  non-audit  engagements  up  to  $10,000.  Larger
engagements require majority Audit Committee approval. There were no engagements
of this type provided by the principal accountant during the last two years.

Changes  in  Certifying  Accountant

     On  October  7,  2003,  the Board of  Directors  unanimously  approved  the
recommendation  of the Audit  Committee to engage the accounting firm of Ernst &
Young LLP as its new independent  public  accountants for its audit  engagement.
Also on October 7, 2003, the Company's Board of Directors  unanimously  approved
the  recommendation of the Audit Committee to dismiss Deloitte & Touche LLP. The
Company's  Certificate of Incorporation  requires the unanimous  approval of the
Board of Directors to effect the actions described in this paragraph. On October
7, 2003, the Company dismissed Deloitte & Touche LLP.

     The  reports  of  Deloitte  &  Touche  LLP  on the  consolidated  financial
statements  of the  Company,  for the past two fiscal years ended March 31, 2003
and 2002 did not contain an adverse  opinion or a disclaimer of opinion and were
not  qualified  or  modified  as  to  uncertainty,  audit  scope  or  accounting
principles.

     The decision to change the Company's  accounting firm was made by the Audit
Committee of the Company's Board of Directors on October 7, 2003.

     In connection  with the audits of the Company's  financial  statements  for
each of the two fiscal years ended March 31, 2003 and 2002 and in the subsequent
interim periods from April 1, 2003 through and including  October 7, 2003, there
were no  disagreements  between the Company and its auditors,  Deloitte & Touche
LLP, on any matter of accounting principles or practices, consolidated financial
statement disclosure,  or auditing scope and procedures,  which, if not resolved
to the satisfaction of Deloitte & Touche LLP would have caused Deloitte & Touche
LLP to make reference to the matter in their reports.

     There  were no  "reportable  events"  as that  term  is  described  in Item
304(a)(1)(v)  of Regulation S-K during the last two fiscal years ended March 31,
2003 and 2002 or  during  the  subsequent  interim  periods  from  April 1, 2003
through and including October 7, 2003.

     The  Company has not  consulted  with Ernst & Young LLP during the last two
fiscal  years  ended March 31,  2003 and 2002 or during the  subsequent  interim
periods from April 1, 2003 through and including  October 7, 2003, on either the
application  of  accounting  principles  to  a  specified  transaction,   either
completed  or proposed,  or the type of audit  opinion that might be rendered on
the Company's consolidated financial statements.

     The Company  requested  Deloitte & Touche LLP to furnish a letter addressed
to the Securities and Exchange  Commission stating whether Deloitte & Touche LLP
agree with the statements made above by the Company. Such letter was provided.


Common Stock Performance Graph

     The following  graph shows the  cumulative,  five-year total return for the
Company's Common Stock compared with the NASDAQ Market Index (which includes the
Company) and a peer group of companies (described below).

     Performance  data assumes  that $100.00 was invested on March 31, 1999,  in
the Company's Class B Common Stock,  the NASDAQ Market,  and the peer group. The
data assumes the  reinvestment of all cash dividends and the cash value of other
distributions.  Stock price  performance  shown in the graph is not  necessarily
indicative of future stock price performance.


                Comparison of Five Year Cumulative Total Return
        Seneca Foods Corporation, NASDAQ US Total Return and Peer Group


                        Seneca            Peer
       Year             Foods            Group            NASDAQ
       ----             ------           -----            ------

       1999             100.00           100.00           100.00
       2000             104.65           107.71           185.81
       2001             120.93           102.86            74.39
       2002             133.49            97.23            75.09
       2003             170.98            76.86            55.03
       2004             173.95           115.75            81.21


     The companies in the peer group presented in the graph above are H.J. Heinz
Company, DelMonte Company, Hanover Foods, and Celestial Hain Group, Inc.

     Currently the Company is primarily a vegetable processor. Management wishes
to include only vegetable processing companies in the peer group for the current
year's performance  graph.  Management was able to add the DelMonte Company this
year  since  it now has five  years of  history.  Another  vegetable  processor,
Hanover Foods, was also added. We retained H.J. Heinz Company and Celestial Hain
Group, Inc., even though they are not primarily  vegetable  processors,  because
some of our competitors are not publicly traded.  Chiquita Brands International,
Inc.,  formerly in the peer  group,  was  removed  since it declared  Chapter 11
bankruptcy on November 28, 2001. As a result, no former peer group is presented.


PROPOSAL 2

                      RATIFICATION OF SELECTION OF AUDITORS

     The Board of Directors  through its Audit  Committee  has selected  Ernst &
Young LLP,  independent  public  accountants,  to act as auditors for the fiscal
year ending March 31, 2005.

     Management  recommends a vote FOR its proposal to ratify the appointment of
Ernst & Young LLP as  independent  auditors  of the  Company for the fiscal year
ending March 31, 2005. Unless marked  otherwise,  proxies will be voted FOR this
purpose.

                                    * * * * *


                        BROKER NON-VOTES AND ABSTENTIONS

     Broker  non-votes  will not be treated as votes cast or shares  entitled to
vote on  matters  as to  which  the  applicable  rules  of  national  securities
exchanges  withhold the  broker's  authority to vote in the absence of direction
from the beneficial owner.


                                VOTING OF PROXIES

     The shares  represented by all valid proxies  received will be voted in the
manner specified on the proxies. Where specific choices (including  abstentions)
are not indicated,  the shares represented by all valid proxies received will be
voted FOR the nominees for director  named  earlier in this Proxy  Statement and
FOR approval of Proposal 2 as described earlier in this Proxy Statement.

     Should any matter not  described  above be acted upon at the  meeting,  the
persons  named in the proxy will vote in  accordance  with their  judgment.  The
Board knows of no other matters, which may be presented to the meeting.


                SHAREHOLDER PROPOSALS FOR THE 2005 ANNUAL MEETING

     Shareholder  proposals  must be received at the Company's  offices no later
than February 21, 2005, in order to be considered for inclusion in the Company's
proxy materials for the 2005 Annual Meeting.

     If a shareholder  wishes to present a proposal at the Company's 2005 Annual
Meeting of Shareholders  or to nominate one or more directors,  and the proposal
is not intended to be included in the Company's proxy materials relating to that
meeting,  such  proposal or  nomination(s)  must be  received  at the  Company's
offices by May 9, 2005.


                                  MISCELLANEOUS

     To assure a quorum at the annual  meeting (the holders of a majority of the
stock entitled to vote thereat constitute a quorum),  shareholders are requested
to sign and return promptly the enclosed form of proxy in the envelope provided.
A shareholder who has delivered a proxy may attend the meeting and, if he or she
desires, vote in person at the meeting.


                                             By order of the Board of Directors,


                                             JEFFREY L. VAN RIPER
                                             Secretary

DATED:     Marion, New York
           June 29, 2004






                            SENECA FOODS CORPORATION

                             AUDIT COMMITTEE CHARTER

                            Dated as of May 27, 2004


     This charter shall be reviewed, updated and approved annually by the Board
of Directors.


Purpose
         The Audit Committee of the Board of Directors assists the Board in
fulfilling its responsibility for oversight of the quality and integrity of the
accounting, auditing and reporting practices of the Company and other such
duties as directed by the Board.

     The Audit Committee  members are not  professional  accountants or auditors
and their  functions are not intended to duplicate or to certify the  activities
of management and the independent  auditor,  nor can the Committee  certify that
the independent  auditor is  "independent"  under  applicable  rules.  The Audit
Committee serves a board level oversight role where it oversees the relationship
with the independent auditor, as set forth in this charter, and provides advice,
counsel and general direction,  as it deems  appropriate,  to management and the
auditors  on the basis of the  information  it  receives,  discussions  with the
auditor,  and the experience of the Committee's  members in business,  financial
and accounting matters.

Membership
         The membership of the Committee shall consist of at least three
directors determined by the Board of Directors to meet the independence and
financial literacy requirements of the NASDAQ Stock Market, Inc. and applicable
federal law. The Board of Directors shall appoint one member of the Audit
Committee as chairperson. He or she shall be responsible for leadership of the
Committee, including preparing the agenda, presiding over the meetings, making
Committee assignments and reporting to the Board of Directors. The chairperson
will also maintain regular liaison with the CEO, CFO, the lead independent audit
partner and the director of internal audit.
         Appointment to the Committee and the designation of any Committee
members as "audit committee financial experts" shall be made on an annual basis
by the full Board upon the joint recommendation of the Audit Committee and the
Corporate Governance and Nominating Committee.

Meetings/Procedures
         The Audit Committee shall meet as often as may be deemed necessary or
appropriate in its judgment, generally [four] times each year, either in person
or telephonically. The Committee is expected to maintain free and open
communication (including private executive sessions at least annually) with the
independent accountants, the internal auditors and the management of the
Company. The Audit Committee may create subcommittees who shall report to the
Audit Committee. The Audit Committee shall report to the full Board of Directors
with respect to its meetings. The majority of the members of the Audit Committee
shall constitute a quorum. The Audit Committee will engage in an annual
self-assessment with the goal of continuing improvement, and will annually
review and reassess the adequacy of its charter, and recommends any changes to
the full Board.
         The Audit Committee believes that it will best carry out its
responsibilities to the directors and shareholders if its policies and
procedures remain flexible so that it may adjust and react to changing events
and conditions.

Outside Advisors
         The Audit Committee shall have the authority to retain such outside
counsel, experts, and other advisors as it determines appropriate to assist in
the full performance of its functions. The Audit Committee shall have sole
authority to approve related fees and retention terms.





Audit Committee Charter
Page 2


Responsibilities

         The Audit Committee's primary responsibilities include:

o                 The direct responsibility for the appointment, replacement,
                  compensation, and oversight of the work of the independent
                  auditor. The independent auditor shall report directly to the
                  Audit Committee.
o                 Requesting from the auditor a written affirmation that the
                  auditor is in fact independent, discussing with the auditor
                  any relationships that may impact the auditor's independence
                  and taking, or recommend that the full Board take, appropriate
                  action to oversee the auditor's independence.
o                 Establishing policies and procedures for the review and
                  pre-approval by the Committee of all auditing services and
                  permissible non-audit services (including the fees and terms
                  thereof) to be performed by the independent auditor, with
                  exceptions provided for de minimis amounts under certain
                  circumstances as described by law.
o                 Overseeing the independent auditor relationship by discussing
                  with the auditor the nature and rigor of the audit process,
                  the scope of the proposed audit for the current year,
                  receiving and reviewing audit reports, providing the auditor
                  full access to the Committee (and the Board) to report on any
                  and all appropriate matters, and reviewing and discussing with
                  the auditors and management the reports and recommendations by
                  the auditors.
o                 Providing guidance and oversight to the internal audit
                  activities of the Company including reviewing the
                  organization, plans and results of such activity.
o                 Reviewing  the  audited  financial  statements and  discussing
                  them  with  management  and the independent  auditor.
                  These discussions shall include  consideration of the quality
                  of the Company's accounting  principles as applied in its
                  financial  reporting,  including review of estimates,
                  reserves and  accruals,  review of  judgmental  areas,
                  review of audit  adjustments  whether  or  not  recorded  and
                  such  other  inquiries  as  may be appropriate,  and obtaining
                  confirmation from the auditors that they have communicated
                  to  the  Audit  Committee  all  matters  required  to  be
                  communicated by  applicable Statements on Auditing  Standards.
                  Based on the review,  the Committee  shall make its
                  recommendation  to the Board as to the  inclusion of the
                  Company's  audited  financial statements in the Company's
                  annual report on Form 10-K.
o                 Reviewing with management and the independent auditor the
                  quarterly financial information prior to the Company's filing
                  of Form 10-Q. This review may be performed by the Committee or
                  its chairperson.
o                 Reviewing and discussing with management, the independent
                  auditor, and the internal auditors: (a) the adequacy and
                  effectiveness of the Company's internal controls (including
                  any significant deficiencies and significant changes in
                  internal controls reported to the Committee by the independent
                  auditor or management; (b) the Company's internal audit
                  procedures; and (c) the adequacy and effectiveness of the
                  Company's disclosures controls and procedures, and management
                  reports thereon.
o                 Discussing with management the status of pending litigation,
                  taxation matters and other areas of oversight to the legal and
                  compliance area as may be appropriate.
o                 Reporting Audit Committee activities to the full Board and
                  issuing annually a report to be included in the proxy
                  statement (including appropriate oversight conclusions) for
                  submission to the shareholders.
o                 Reviewing related-party transactions (as defined in the
                  relevant NASDAQ requirements). The Committee has
                  prior-approval authority for such related-party transactions.
o                 Establishing procedures for the receipts, retention and
                  treatment of complaints received by the Company regarding
                  accounting, internal accounting controls, or auditing matters,
                  and the confidential, anonymous submission by employees of
                  concerns regarding questionable accounting or auditing
                  matters. The Committee is empowered to investigate any matter
                  brought to its attention, with full power to retain outside
                  counsel or other experts for this purpose.


                            SENECA FOODS CORPORATION
                             3736 South Main Street
                              Marion, NY 14505-9751


                                      PROXY
         FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 6, 2004

The undersigned  shareholder of SENECA FOODS  CORPORATION (the "Company") hereby
appoints and  constitutes  ARTHUR S. WOLCOTT and KRAIG H. KAYSER,  and either of
them, the proxy or proxies of the  undersigned,  with full power of substitution
and  revocation,  for and in the name of the  undersigned  to attend  the annual
meeting  of  shareholders  of the  Company  to be held  at  Holiday  Inn  South,
Rochester,  Minnesota, on Friday, August 6, 2004, at 1:00 p.m., Central Daylight
Savings Time, and any and all adjournments thereof (the "Meeting"),  and to vote
all shares of stock of the Company registered in the name of the undersigned and
entitled to vote at the Meeting upon the matters set forth below:


         MANAGEMENT RECOMMENDS A VOTE FOR ITEM 1 AND FOR ITEM 2.

1. Election of Directors:  Election of the one nominee to serve until the annual
meeting  of 2006 and  three  nominees  to serve  until  the  annual  meeting  of
shareholders  in 2007 and until  their  successors  are duly  elected  and shall
qualify:

FOR  all nominees listed below (except as        WITHHOLD AUTHORITY to vote for
 marked to all nominees the contrary below)        listed below.

 INSTRUCTION: To withhold authority to vote for any individual nominee,
              strike a line through his name in the list below:

     Thomas Paulson (2006), Andrew M. Boas (2007), Douglas F. Brush (2007),
     Susan W. Stuart (2007)

2.  Appointment of Auditors:  Ratification of the appointment of Ernst & Young
LLP as independent auditors for the fiscal year ending March 31, 2005.

         [  ]  FOR                     [  ]    AGAINST
         [  ]  ABSTAIN

3.  In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Meeting or any adjournment thereof.

         The shares represented by this Proxy will be voted as directed by the
  shareholder.  IF NO CHOICES ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR ITEM 1
  AND FOR ITEM 2.

         THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

                                Signature_______________________________

                                ________________________________________
                                Joint owners should each sign.  Executors,
                                administrators, trustees, guardians, and
                                corporate officers should give their titles.

                                Dated:__________________________________


                        (PLEASE SIGN AND RETURN PROMPTLY)