As filed with the Securities and Exchange Commission on ___________, 1998
                                                    Registration No. 333-
--------------------------------------------------------------------------------
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-1
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                           ---------------------------


                            SENECA FOODS CORPORATION
             (Exact name of registrant as specified in its charter)
        New York                    0-1989                       16-0733425
(State or other jurisdiction  (Primary Standard Industrial  (I.R.S. Employer
of incorporation or organization) Classification Code No.) Identification No.)
                           1162 Pittsford-Victor Road
                            Pittsford, New York 14534
                                 (716) 385-9500
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                                 KRAIG H. KAYSER
                      President and Chief Executive Officer
                           1162 Pittsford-Victor Road
                            Pittsford, New York 14534
                                 (716) 385-9500
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                           ---------------------------

                                   Copies to:
                            WILLIAM I. SCHAPIRO, Esq.
                           COLLEEN A. VAN GELDER, Esq.
                        Jaeckle Fleischmann & Mugel, LLP
                 800 Fleet Bank Building, Twelve Fountain Plaza
                             Buffalo, New York 14202
                                 (716) 856-0600
                           ---------------------------

    Approximate date of commencement of proposed sale to the public:  As soon as
practicable after the effective date of this Registration Statement.

    If any of the securities  being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), check the following box. X

     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the  Securities  Act,  check the following box and
list the Securities Act registration  statement number of the earlier  effective
registration statement for the same offering.

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering.

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(b)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering.

    If delivery of the prospectus is expected to be made pursuant to Rule 434, 
check the following box.


                           ---------------------------
<TABLE>
<CAPTION>

                                                   CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                  Proposed Maximum       Proposed Maximum
           Title of Each Class               Amount to be          Offering Price            Aggregate              Amount of
            to be Registered                  Registered              Per Share           Offering Price        Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                  <C>                    <C>                    <C>
Rights to purchase shares of
Convertible Participating Preferred
Stock, stated value $12.00 per share             ----                   -----                  -----                  -----
------------------------------------------------------------------------------------------------------------------------------------
Convertible Participating Preferred
Stock, stated value $12.00 per share             ----                   -----                  -----                  -----
------------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, par value
$0.25 per share                                  ----                   -----               $50,000,004            $14,750.00
====================================================================================================================================
                                                    ---------------------------
<FN>

     (1) This Registration  Statement also covers such  indeterminate  number of
additional  shares as may be required to be issued upon  exercise of rights as a
consequence of rounding.
     (2)  The   Convertible   Participating   Preferred  Stock  are  convertible
immediately on a share-for-share basis into shares of Class A Common Stock.
     (3) No fee or consideration is required to be paid for the Rights.
</FN>
</TABLE>

    The  Registrant  hereby amends this  Registration  Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further  amendment  which  specifically  states  that  this  Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  Registration  Statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.




<PAGE>



THE  INFORMATION IN THIS  PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.  WE MAY
NOT SELL  THESE  SECURITIES  UNTIL THE  REGISTRATION  STATEMENT  FILED  WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO  SELL  THESE  SECURITIES  AND IT IS NOT  SOLICITING  AN  OFFER  TO BUY  THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

               SUBJECT TO COMPLETION, DATED ________________, 1998

                                   PROSPECTUS

                            SENECA FOODS CORPORATION


              2,969,840  Rights to acquire shares of  Convertible  Participating
Preferred Stock, with $0.025 par value per share.

              4,166,667 shares of Convertible Participating Preferred Stock with
$0.025 par value per share.

              4,166,667  shares  of Class A Common  Stock,  $0.25  par value per
share.

          Seneca Foods Corporation (the "Company") is distributing to holders of
record of its Class A Common  Stock,  $0.25 par value per share ("Class A Common
Stock")  and Class B Common  Stock,  $0.25 par value per share  ("Class B Common
Stock and,  together with the Class A Common Stock, the "Common  Stock"),  as of
the  close of  business  on  ____________________,  1998  (the  "Record  Date"),
transferable  rights (the  "Rights")  to subscribe  for and  purchase  shares of
Convertible  Participating  Preferred  Stock,  with  $0.025 par value per share,
Class A (the  "New  Preferred  Stock")  which is  immediately  convertible  on a
share-for-share  basis  into  shares  of  Class  A  Common  Stock  (the  "Rights
Offering").

              Shareholders  of record will receive  one-half of a Right for each
share of Common Stock held by them as of the Record Date.  Each whole Right will
entitle the holder to purchase one share of New  Preferred  Stock for $12.00 per
share (the "Subscription  Price").  No fractional Rights or cash in lieu thereof
will be distributed or paid by the Company.  The number of Rights distributed to
each holder of Common Stock will be rounded up to the nearest whole number. As a
consequence  of such  rounding,  the total  number of shares  that may be issued
pursuant to the Rights Offering may be increased by up to ________ shares.  Once
a holder has  exercised  Rights,  such  exercise may not be revoked.  Unless the
Rights Offering is extended, the Rights will expire at 5:00 pm, Eastern Daylight
Time, on the twentieth calendar day after commencement of the Rights Offering.

          The Company's  Class A Common Stock is traded in the  over-the-counter
market and quoted on the Nasdaq  National Stock Market under the symbol "SENEA."
On July 6, 1998,  the  average  of the high and low sales  prices of the Class A
Common  Stock as reported  by the Nasdaq  National  Stock  Market was $13.50 per
share.  The New  Preferred  Stock will not pay  regular  dividends  (except  for
dividends  paid at the same rate and at the same time as  dividends  paid on the
Company's  Common  Stock)  and  will be  convertible  share-for-share  into  the
Company's  Class A Common Stock at any time.  The New  Preferred  Stock does not
have any voting rights.  Neither the Rights nor the New Preferred  Stock will be
listed on an exchange.


<PAGE>



     See  "Risk  Factors"   commencing  on  page  9  for  certain   factors  and
considerations  relevant to an investment in the Rights, the New Preferred Stock
and      the      Class      A      Common      Stock      offered       hereby.
                      ------------------------------------



             THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
                  BY THE SECURITIES AND EXCHANGE COMMISSION NOR
                   HAS THE COMMISSION PASSED UPON THE ACCURACY
                       OR ADEQUACY OF THIS PROSPECTUS. ANY
                        REPRESENTATION TO THE CONTRARY IS
                               A CRIMINAL OFFENSE

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------
                                                                         Proceeds to
                                                Price to                Company(1)(2)
                                                 Public                  Minimum(3)           Maximum(2)(4)
----------------------------------------------------------------------------------------------------------------
<S>                                    <C>                            <C>                   <C>                 

Per Share............................  $          12.00               $                     $
----------------------------------------------------------------------------------------------------------------
Total................................  $                              $44,000,004           $50,000,004
----------------------------------------------------------------------------------------------------------------
<FN>

(1)      The securities registered hereunder are being offered and sold directly
         by the Company, and no commission or other remuneration will be paid to
         any person for soliciting purchases.

(2)      Before deducting expenses payable by the Company, estimated at $_______

(3)      Assumes the sale only of the  1,166,667  shares that the New  Investors
         (as  hereinafter  defined) are  obligated  to purchase  under the Stock
         Purchase  Agreement (as hereinafter  defined) and the 2,500,000  shares
         under the Rights  Offering that are the subject of  commitments  of the
         New Investors.

(4)      Assumes the sale of the  1,166,667  shares that the New  Investors  are
         obligated to purchase under the Stock Purchase Agreement and all of the
         shares being  offered in the Rights  Offering  without  adjustment  for
         rounding.
</FN>
</TABLE>






              The date of this Prospectus is ______________, 1998.




                                      - 2 -

<PAGE>



                              AVAILABLE INFORMATION

          The  Company  is  subject  to the  informational  requirements  of the
Securities  and Exchange Act of 1934, as amended (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements and other  information filed by the Company may be inspected at, and,
upon payment of the Commission's  customary  charges,  copies obtained from, the
Public Reference Section of the Commission,  450 Fifth Street, N.W., Washington,
DC  20549.  Such  reports,  proxy  statements  and  other  information  are also
available for  inspection  and copying at prescribed  rates at the  Commission's
regional  offices in New York,  New York (Seven World Trade Center,  13th Floor,
New York, New York 10048) and in Chicago, Illinois (Suite 1400, Citicorp Center,
500 West Madison Street, Chicago, Illinois 60661-2511). The Commission maintains
a Web site (http://www.sec.gov) that also contains reports, proxy statements and
other information  concerning the Company. In addition, the Class A Common Stock
and Class B Common  Stock are listed on the Nasdaq  National  Stock Market under
the symbols "SENEA" and "SENEB,"  respectively and reports and other information
can be inspected and copies made at the offices of the National  Association  of
Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.

         The Company has filed with the Commission a  Registration  Statement on
Form S-1 (the  "Registration  Statement")  under the  Securities Act of 1933, as
amended  (the  "Securities  Act"),  and the  rules and  regulations  promulgated
thereunder,  with  respect  to the New Preferred Stock,  Class  A Common  Stock,
and  the Rights offered hereby.  This Prospectus  constitutes the Prospectus of
the Company,  filed as part of the Registration  Statement.  As permitted by the
rules  and  regulations  of  the  Commission,   this  Prospectus  omits  certain
information  contained in the Registration  Statement,  and reference is made to
the  Registration  Statement  and the  exhibits  listed  therein,  which  can be
inspected at the public reference  facilities of the Commission noted above, and
copies of which can be  obtained  from the  Commission  at  prescribed  rates as
indicated above.  Statements  contained in this Prospectus as to the contents of
any  contract  or other  documents  are not  necessarily  complete,  and in each
instance, reference is made to the copy of such contract or document filed as an
exhibit to the  Registration  Statement,  each such statement being qualified in
all respects by such reference.

         The Company will furnish holders of the securities  offered hereby with
annual reports containing, among other information, audited financial statements
certified  by an  independent  public  accounting  firm  and  quarterly  reports
containing unaudited financial  information for the first three quarters of each
fiscal  year.  The  Company  will also  furnish  such  other  reports  as it may
determine or as may be required by law.



                                      - 2 -

<PAGE>



         No dealer,  salesman,  or other person has been  authorized to give any
information or to make any representation not contained in this Prospectus,  and
any information or  representation  not contained herein must not be relied upon
as having been authorized by the Company. This Prospectus does not constitute an
offer to sell,  or a  solicitation  of any offer to buy,  any of the  securities
offered hereby in any  jurisdiction to any person to whom it is unlawful to make
such offer or solicitation. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any  circumstances,  create any implication that the
information  herein is correct as of any date  subsequent  to the date hereof or
that there has been no change in the affairs of the Company  since such date or,
in the case of information  incorporated herein by reference, the date of filing
with the Commission.

                                TABLE OF CONTENTS
                                                                         Page
                                                                         ----

AVAILABLE INFORMATION....................................................  2

PROSPECTUS SUMMARY.......................................................  5

RISK FACTORS.............................................................  9

DESCRIPTION OF THE TRANSACTION........................................... 23

CERTAIN FEDERAL INCOME TAX CONSEQUENCES.................................. 33

RATIO OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS............................................ 35

USE OF PROCEEDS.......................................................... 35

CAPITALIZATION........................................................... 36

PLAN OF DISTRIBUTION..................................................... 37

DESCRIPTION OF CAPITAL STOCK............................................. 38

THE COMPANY.............................................................. 45

MANAGEMENT'S DISCUSSION AND ANALYSIS..................................... 51

PRICE RANGE OF COMMON STOCK AND DISTRIBUTION HISTORY..................... 54

DIRECTORS AND EXECUTIVE OFFICERS......................................... 54

OWNERSHIP OF SECURITIES.................................................. 59

LEGAL MATTERS............................................................ 66

EXPERTS  ................................................................ 66

INDEX TO FINANCIAL STATEMENTS............................................F-1


<PAGE>




                               PROSPECTUS SUMMARY


         The following summary is qualified in its entirety by the more detailed
information included elsewhere in this Prospectus.  Unless the context otherwise
requires,  all references in this  Prospectus to the "Company" shall mean Seneca
Foods Corporation and its subsidiaries on a consolidated basis. This Prospectus
contains forward-looking  statements within the meaning of Section 27A of  the 
Securities Act and Section 21E of the Exchange Act. The Company's actual results
could differ materially  from those set forth in the forward-looking statements.
See "Risk  Factors"  for a  discussion  of certain factors that might cause such
a difference.


                                   The Company

         The Company,  which was founded in 1949,  conducts its business  almost
entirely in food processing,  which currently  accounts for approximately 99% of
the Company's sales.  Canned and frozen vegetables  represent  approximately 78%
and fruit and fruit juice  products  approximately  22%, of the  Company's  food
processing volume. Apple products contribute  approximately 10% of the Company's
sales;   the  Company's   Seneca(R)  brand  frozen  apple   concentrate  is  the
largest-selling  brand of frozen apple  concentrate in the United States. Of the
remaining  sales in the fruit and fruit juice products,  grape products  account
for approximately 2%, and bottled,  canned and frozen fruit juice drinks account
for approximately 10% of the Company's sales.

          Approximately  19% of the Company's food products are packed under its
own brands including Seneca(R),  Libby's(R) (under license),  Aunt Nellie's Farm
Kitchen(R),  Blue Boy(R) and  TreeSweet(R).  Approximately  30% of the processed
foods are packed  under  private  labels,  that is,  under  brand names owned or
controlled by the purchasers,  and  approximately  11% are sold to institutional
food distributors. The remainder,  approximately 40%, is packed pursuant to a 20
year First Amended and Restated  Alliance  Agreement  dated  December 8, 1994 as
amended on February 10, 1995 and February  25, 1997 (the  "Alliance  Agreement")
with The Pillsbury  Company  ("Pillsbury") and Grand  Metropolitan  Incorporated
("GMI"),  the parent of Pillsbury (on those dates) and a wholly-owned  subsidary
of Grand  Metropolitan plc and carry  Pillsbury's Green Giant(R) brand name. See
"Risk Factors--Dependence on Alliance Agreement."

         The  Company's  sole  non-food  division,   Seneca  Flight  Operations,
provides air charter service primarily to industries located in upstate New York
and  contributes  approximately  1% to the  Company's  sales.  The  address  and
telephone  number  of  the  Company's  principal  executive  offices  are:  1162
Pittsford-Victor Road, Pittsford, New York 14534, (716) 385-9500.
The Company maintains a website at www.senecafoods.com.


                                  The Offering

         The  Rights  Offering.  The  Board  of  Directors  of the  Company  has
determined to make a Rights Offering to the holders of its Common Stock, whereby
each holder of Common  Stock will receive  one-half of a right (the  "Right") to
purchase for the  Subscription  Price,  shares of the New Preferred  Stock.  The
shares of New Preferred Stock will be immediately convertible on a share-for- 

                                      - 5 -

<PAGE>




share basis into shares of Class A Common  Stock.  The Company  will  distribute
one-half  of a Right  for each  share of Common  Stock  held of record as of the
Record  Date.  Each whole  Right  will  entitle  the  holder  thereof (a "Rights
Holder") to receive upon  payment of the  Subscription  Price,  one share of New
Preferred Stock. The Rights will be evidenced by subscription certificates which
are transferable by the holders thereof  ("Subscription  Certificates").  Unless
the Rights  Offering  is  extended,  the Rights  that are not  exercised  by the
holders  thereof  will  expire  at 5:00  p.m.,  Eastern  Daylight  Time,  on the
twentieth   calendar  day  after   commencement  of  the  Rights  Offering  (the
"Expiration Date").  Rights may be exercised by delivering to Sarah S. Mortensen
(the  "Subscription  Agent"),  on or before the  Expiration  Date,  the properly
completed  Subscription  Certificate  evidencing  such Rights with any  required
signatures guaranteed,  together with payment in full of the Subscription Price.
Once a Rights Holder has exercised the subscription privilege, such exercise may
not be revoked.  The Rights may be purchased or sold  through  usual  investment
channels,  including  banks and  brokers.  Resales of the  Rights  have not been
registered with the Commission.

          The  Stock  Purchase  Agreement  and its  Relationship  to the  Rights
Offering.  The Company has entered into a Stock Purchase  Agreement  dated as of
June 22,  1998  (the  "Stock  Purchase  Agreement")  with Carl  Marks  Strategic
Investments,  L.P., Carl Marks  Strategic  Investments II, L.P. and Uranus Fund,
Ltd.  (collectively,  the "New  Investors")  whereby,  subject  to the terms and
conditions of the Stock Purchase Agreement, the New Investors have agreed to (i)
purchase  1.167 million  shares of New Preferred  Stock at a price of $12.00 per
share,  for total  consideration  of $14 million and (ii) purchase shares of New
Preferred  Stock which the Company's  shareholders do not purchase in the Rights
Offering  at a price of $12.00 per share (up to a maximum  amount of 2.5 million
shares).  If not less than 2.5 million  shares become  available for purchase by
the New Investors, their total purchase price for the 2.5 million shares will be
$30  million.  Pursuant to the terms of the Stock  Purchase  Agreement,  the New
Investors  have the right to purchase up to  1,181,996  shares of New  Preferred
Stock (the  "Option  Shares").  The Option  Shares may be  purchased at any time
prior to the closing of the  Transaction  (as  hereinafter  defined)  and may be
purchased  even if  shareholder  approval  of the Rights  Offering  and  Charter
Amendments (as  hereinafter  defined) is not obtained.  If less than 2.5 million
shares become available for purchase by the New Investors, the New Investors can
require the Company to issue and sell to them additional shares of New Preferred
Stock so as to permit them to acquire up to 2.5 million additional shares of New
Preferred  Stock.  The Company will not be required to issue in connection  with
the Stock  Purchase  Agreement  (including  the  Option  Shares)  and the Rights
Offering more than 4,166,667  shares of New Preferred Stock, for aggregate gross
proceeds of  $50,000,004  (the "$50 Million  Limit") to the New Investors and to
shareholders who exercise their purchase rights under the Rights Offering.  This
limitation  affects only the purchase  rights of the New Investors.  Each of the
Company's  shareholders  who is issued  Rights  under this Rights  Offering  may
exercise all Rights so received,  except for those  shareholders who have agreed
not to exercise their Rights as described in the following paragraphs.

          Concurrently  with the  Stock  Purchase  Agreement,  the  Company  and
certain of its substantial  shareholders,  including the New Investors,  and the
Related Marks Shareholders (as hereinafter  defined) entered into a Shareholders
Agreement (the "Shareholders  Agreement") whereby certain substantial holders of
the Company's  stock,  including  members of the Wolcott and Kayser families who
control the Company (the  "Existing  Shareholders"),  agreed that they would not
exercise,  sell or  otherwise  transfer  the Rights to which they were  entitled
pursuant to the terms of the Rights  Offering  and will vote all of their voting
securities  in  favor  of  the  Transaction  (as  hereinafter  defined)  in  any
shareholder vote of the Company. In a separate agreement,

                                      - 6 -

<PAGE>




Pillsbury has also agreed that it will not exercise,  sell or otherwise transfer
the Rights to which it is entitled  pursuant to the terms of the Rights Offering
and will  vote all of its  voting  securities  in favor of the  Transaction  (as
hereinafter  defined)  in  any  shareholder  vote  of  the  Company  ("Pillsbury
Agreement"). The Stock Purchase Agreement, Shareholders Agreement (including the
purchase of the Option Shares by the New Investors) and the Rights  Offering are
sometimes collectively referred to herein as the "Transaction."

          Inasmuch as the Existing Shareholders and Pillsbury have agreed not to
exercise,  sell or otherwise  transfer their Rights distributed on their present
holdings  of  1,620,747  shares of Common  Stock  pursuant  to the  Shareholders
Agreement  and  the  Pillsbury  Agreement,  the New  Investors  are  assured  of
acquiring  not  less  than  1,977,041  shares  of  New  Preferred  Stock  in the
Transaction  (1.167  million  shares  directly from the Company and 810,374 as a
result of the New Investors' commitment to act as standby purchasers).

          Assuming  none of the Company's  shareholders  (except for the Related
Marks  Shareholders  (as hereinafter  defined))  exercise their Rights,  the New
Investors  will be entitled to purchase  3.667  million  shares of New Preferred
Stock which if immediately converted into 3.667 million shares of Class A Common
Stock would give the New Investors  ownership of 4.6% of the voting power of the
Company.  The  combined  voting  power of the New  Investors  and Related  Marks
Shareholders  (assuming  exercise  of  their  Rights)  will be  19.3%  (assuming
conversion of the New Preferred Stock into Class A Common Stock).

          The   consummation   of  the   Transaction   results  in   significant
participation by the New Investors in the governance of the Company.  The number
of directors  comprising the Company's Board of Directors will be increased from
seven to nine members,  with the two new positions  being filled by designees of
the New  Investors  (the  "Investor  Designees").  The Investor  Designees  will
continue to be nominated for election to the Board and shareholders who executed
the  Shareholders  Agreement  will  continue to vote for the Investor  Designees
until such time as the New Investors no longer own, in the  aggregate,  at least
10% of the Class A Common Stock  (assuming  conversion  of all shares of the New
Preferred  Stock into Class A Common  Stock).  The  Shareholders  Agreement also
requires that the Investor Designees will comprise at least 22% of any committee
of the  Board of  Directors.  Moreover,  the  Company  has  agreed  to amend its
Restated  Certificate of  Incorporation,  as amended (the  "Charter") to require
unanimous  approval of the  Company's  Board of  Directors  for certain  defined
"major  corporate  actions",  including (i) any amendment or modification to the
Company's Charter (as hereinafter  defined) or Bylaws (as hereinafter  defined);
(ii)  any  business   combination;   (iii)  any  sale  or  transfer  of  all  or
substantially  all of the  assets of the  Company;  (iv)  certain  issuances  of
securities; (v) any acquisition or disposition or series of related acquisitions
or  dispositions  of  assets  involving  gross  consideration  in  excess of $15
million;  (vi) certain  changes in the  Company's  line of  business;  (vii) any
change in the Company's certified public  accountants;  (viii) the settlement of
certain  litigation;  or (ix) the  commencement  by the  Company of  proceedings
relating to bankruptcy, insolvency, reorganization or relief of debtors.

         A  shareholder  who  votes  in  favor  of the  Rights  Offering  is not
                                                                             ---
obligated to exercise the Rights and purchase  shares of New Preferred  Stock if
the Rights Offering is approved.  When the Rights are issued,  each  shareholder
may decide at that time whether to exercise  the Rights  which that  shareholder
receives.


          The Charter  Amendments.  To accomplish the intent of the Transaction,
the Company will amend its Charter by filing a  Certificate  of  Amendment  (the
"Certificate of Amendment") which will: (i) increase the number

                                      - 7 -

<PAGE>



of  authorized  shares  of  Class A  Common  Stock  from  10,000,000  shares  to
20,000,000  shares;  (ii) increase the number of authorized  shares of Preferred
Stock  with  $0.025  par  value  per  share,  Class A from  4,000,000  shares to
8,200,000  shares;  (iii) create a new series of Preferred Stock With $0.025 Par
Value Per Share, Class A to be designated as Convertible Participating Preferred
Stock,  $12.00 stated value per share,  convertible  immediately  into shares of
Class A Common Stock of the  Company;  (iv)  require  unanimous  approval of the
Company's Board of Directors to authorize  certain Major  Corporate  Actions (as
hereinafter  defined);  and (v) amend Article 4, paragraph (a)(C) to remove from
operation of the Class A Special Rights (as hereinafter defined) provisions, the
acquisition  by the New Investors of the shares of Class A Common Stock issuable
upon  conversion of the New Preferred Stock acquired by the New Investors in the
Transaction.  See "Description of Capital  Stock--Description  of Class A Common
Stock and Class B Common Stock--Class A Special Rights."

          The Reason For The Transaction. For reasons described below (see "Risk
Factors--High  Ratio of Debt to  Equity"),  the Company has  concluded  that its
level of debt  should be reduced in the amount of between  $44  million  and $50
million.  At March 31, 1998,  the close of its fiscal  year,  the Company was in
violation of certain  financial  covenants in its agreements  with its short and
long-term lenders.  See "Risk  Factors--Defaults  as to Certain Loan Covenants."
The purpose of the  Transaction is to apply the net proceeds of the  Transaction
to reduce the Company's indebtedness. See "Use Of Proceeds."

                                      - 8 -

<PAGE>



                                  RISK FACTORS


         An  investment  in the Rights  and the New  Preferred  Stock,  which is
convertible  into Class A Common  Stock,  involves  various  risks.  Prospective
purchasers  should carefully  consider the following  information in conjunction
with the other information  appearing elsewhere in this Prospectus before making
a decision to exercise the Rights.

Impact of the Transaction on Existings Shareholders

          The  Subscription  Price of the Rights was determined on April 3, 1998
as a  result  of arm's  length  negotiations  between  the  Company  and the New
Investors and was approved by the Board of Directors of the Company, taking into
account the financial  position of the Company and the size of the  Transaction.
At the time the Subscription  Price was approved by the Board of Directors,  the
Subscription Price was equal to approximately  70.59% of the then current market
price of the Class A Common Stock. Although on the date of this Prospectus,  the
Subscription  Price  may be less  than the  market  price of the  Class A Common
Stock, the Subscription  Price may be less than or greater than the market price
of the  Class A Common  Stock at any time  prior to the  Expiration  Date  (such
period  commencing on the date of this  Prospectus  and ending on the Expiration
Date, the  "Subscription  Period").  The following  table shows the high and low
trading  price  for the  Class A Common  Stock  for the six  months  immediately
preceding the date of this Prospectus:

                  Market Price -- Nasdaq National Stock Market
                                        High           Low
                                        ----           ---
      January 1998                    $17.063        $16.750
      February 1998                   $16.500        $15.875
      March 1998                      $17.625        $15.750
      April 1998                      $17.125        $16.750
      May 1998                        $16.750        $15.625
      June 1998                       $16.375        $13.500

          The  consummation of the Stock Purchase  Agreement and the purchase of
the  Option  Shares  will  decrease  the  existing  shareholders'  proportionate
interests in the Company  (assuming  conversion of the New Preferred  Stock into
Class A Common Stock).  Those shareholders who do not exercise their Rights will
experience  an even  further  dilution of their  proportionate  interests in the
Company. If none of the Company's existing  shareholders  exercise their Rights,
the New Investors  will purchase up to 3.667 million shares of the New Preferred
Stock which (assuming  conversion of the New Preferred Stock into Class A Common
Stock) will decrease the existing  shareholders'  proportionate  interest in the
Class A Common Stock by approximately 56.9%.

         The  purchase  price for the New  Preferred  Stock is $12.00  per share
which is less than the  market  price  and  tangible  book  value of the Class A
Common Stock.  Accordingly,  the  Company's  existing  shareholders  will suffer
potential  dilution to the market value and tangible book value per share of the
Common  Stock.  See  "--Subscription   Price  for  Exercise  of  Rights;  Market
Conditions."

Industry Conditions and Price and Volume Fluctuations

         The  Company's   financial   performance  and  growth  are  related  to
conditions in the food processing  industry,  primarily the vegetable processing
industry.  The United States vegetable  processing industry is a mature industry
with a relatively modest compounded annual growth rate of less than 1% from 1992
to 1996.  The  Company's  net sales are a function of product  availability  and
market pricing. In the vegetable processing  industry,  product availability and
market  prices  tend to have an  inverse  relationship:  market  prices  tend to
decrease  as more  product  is  available  and to  increase  if less  product is
available.  Product  availability  is a  direct  result  of  plantings,  growing
conditions, crop yields and inventories, all of which vary from year to year. In
addition,  market  prices can be affected by the planting,  inventory  level and
individual  pricing  decisions  of the three or four largest  processors  in the
industry.  Generally,  market prices in the vegetable processing industry adjust
more quickly to variations in product  availability than an individual processor
can adjust its cost structure;  thus, in an oversupply situation,  a processor's
margins likely will weaken.  The Company typically has experienced lower margins
during times of industry oversupply.

          In the last three fiscal years, the vegetable  processing industry has
been characterized by excess capacity,  with resulting pressure on the Company's
prices and profit margins. In these years many of the Company's competitors have
closed processing  plants in response to the downward pressure on prices.  There
can be no  assurance  that the  Company's  margins  will  improve in response to
favorable  market  conditions  or that  the  Company  will  be  able to  operate
profitably during depressed market conditions.  See "--Losses Incurred in Fiscal
Years 1998 and 1996" and  "Management's  Discussion  and  Analysis of  Financial
Condition and Results of Operations  for the Year Ended March 31,  1998--Results
of Operations."

Dependence on Alliance Agreement

          In connection  with the  acquisition  by the Company of certain plants
and other assets of the Green Giant Division of Pillsbury,  the Company  entered
into the  Alliance  Agreement.  Pursuant to the Alliance  Agreement  and related
agreements,  the  Company  processes  and  sells  to  Pillsbury  or  Pillsbury's
designee, on a "cost plus" basis, cases of shelf-stable vegetables and processes
or partially  processes certain frozen vegetables and asparagus for Pillsbury or
its designee.


                                      - 9 -

<PAGE>



         In a transaction  concurrent with the Alliance  Agreement,  the Company
acquired  from  Pillsbury a substantial  percentage  of the tangible  production
assets of Pillsbury's  Green Giant brand of  shelf-stable  and frozen  vegetable
products, including six plants located in the midwestern and northwestern United
States.  Additional Green Giant  production  assets were acquired from Pillsbury
subsequent  to  February  1995.  All  Green  Giant  plants  referred  to in this
paragraph  are  collectively  referred to as the "Alliance  Plants".  Five Green
Giant  production  plants  were  retained by  Pillsbury  of which four have been
closed.  The total purchase price for the Alliance Plants was $93.7 million,  in
payment of which the Company  initially paid Pillsbury $13.1 million in cash and
issued to Pillsbury an 8% Secured Nonrecourse  Subordinated  Promissory Note due
September 30, 2009 (the  "Pillsbury  Note") for the unpaid  principal  amount of
$80,583,000.  The Pillsbury Note requires the Company to pay annual installments
of principal on each October 20 and a final major principal payment on September
30, 2009.  Interest on the  Pillsbury  Note is required to be paid  quarterly on
each of the last days of March,  June,  September and  December.  As a result of
Pillsbury's  conversion of two annual principal installments totaling $6 million
into Class A Common Stock, and the payment of an annual principal installment on
the Pillsbury Note on October 20, 1997,  the  outstanding  principal  balance at
March 31, 1998 was $71,583,000.

         Inasmuch as Pillsbury sold to the Company or closed  substantially  all
of its Green Giant production facilities and hopes to benefit under the Alliance
Agreement by paying  lower  product  costs than it might  otherwise  incur,  the
Company,  beginning  in its fiscal year ended March 31,  1996,  has been a major
supplier of Pillsbury's  Green Giant  vegetable  products.  Green Giant products
packed by the  Company in the  Company's  fiscal  years ended March 31, 1997 and
March 31,  1998  constituted  approximately  54% and 40%,  respectively,  of the
Company's  sales for such period.  The Company  expects that, in the foreseeable
future while the Alliance  Agreement  remains in effect,  Green Giant vegetables
will be the largest single product line of the Company.

         The Alliance  Agreement  has an initial term ending  December 31, 2014,
and will be  extended  automatically  for  additional  five  year  terms  unless
terminated in accordance  with the  provisions of the Alliance  Agreement.  Upon
virtually all of the causes of termination enumerated in the Alliance Agreement,
Pillsbury  will acquire  legal title to the  Alliance  Plants and certain of the
other assets which the Company  acquired from Pillsbury,  and various  financial
adjustments between the parties will occur. If Pillsbury terminates the Alliance
Agreement  without cause,  it must pay the Company a termination  payment of $20
million.  Pillsbury  holds  mortgage  and  security  interests  in the  property
transferred  to the Company and any  replacement  property to enforce its rights
under the Alliance Agreement and the Pillsbury Note. Pillsbury will look to that
property,  and not to the other  property of the Company,  to satisfy its claims
under the Pillsbury Note (except for damages in particular  circumstances,  such
as the  Company's  fraud or  intentional  misconduct,  its  failure to turn over
insurance or condemnation  proceeds of the secured  property or to turn over the
property  as  required  by the  Pillsbury  Note or comply  with the  termination
provisions  of  the  Alliance  Agreement  or  under  certain  provisions  of the
Bankruptcy  Code).  The  Pillsbury  Note has extensive  provisions  defining the
remedies  against the  Company  and the  relative  rights of  Pillsbury  and the
Company's  long-term  insurance  lenders and  revolving  credit bank  lenders in
certain circumstances such as default by the Company.

         The  Company's  sales and  financial  performance  under  the  Alliance
Agreement and its sales of Green Giant products  depend to a significant  extent
on the Company's success in

                                     - 10 -

<PAGE>



producing  quality Green Giant  vegetables at competitive  costs and Pillsbury's
success in  marketing  the  products  produced  by the  Company.  The ability of
Pillsbury to  successfully  market these  products will depend upon  Pillsbury's
sales  efforts,  as  well  as the  factors  described  above  under  "--Industry
Conditions and Price and Volume Fluctuations." The Company cannot give assurance
as to the volume of Pillsbury's sales and cannot control many of the key factors
affecting that volume. The Alliance  Agreement  contains extensive  covenants by
the Company with respect to quality and delivery of products, maintenance of the
Alliance Plants and other standards related to performance.  If the Company were
to fail in its  performance of these  covenants,  Pillsbury would be entitled to
terminate the Alliance Agreement.

          Termination of the Alliance Agreement will, in most cases, entitle the
Company's principal lenders, including long-term insurance lenders and revolving
credit bank lenders (and other lenders  whose loan  agreements  incorporate  the
default provisions of the Company's  revolving credit  agreement),  to declare a
default under the Company's loan  agreements  with them.  The principal  lenders
have a security  interest in certain payments to be received by the Company from
Pillsbury on  termination  of the  Alliance  Agreement  from  Pillsbury or other
buyers of Green Giant  inventory.  Unless the  Company  were to enter into a new
substantial  supply  relationship  with  Pillsbury  or another  major  vegetable
marketer  and acquire  substantial  production  capacity to replace the Alliance
Plants, any such termination would substantially  reduce the Company's sales. If
termination were to occur while  substantial  indebtedness of the Company to its
long-term  insurance lenders and revolving credit bank lenders were outstanding,
as is currently the case, a restructuring of the debt payment terms would likely
be necessary to avoid a payment  default in addition to the default by reason of
the termination of the Alliance Agreement.

Losses Incurred in Fiscal Years 1998 and 1996

         Fiscal Year 1998. For the fiscal year ended March 31, 1998, the Company
reported a net loss of  $5,144,000  (loss of $0.87 per share) on sales of $703.2
million as compared to fiscal year 1997 in which the Company  reported  earnings
of $7.5 million (earnings of $1.27 per share) on sales of $730.2 million.

         The major causes for the losses were:

     (1)  Lower  selling  prices  on  vegetables  due  to  an  ongoing  industry
oversupply due in part to an above-budget pack for the second  consecutive year.
See "--Industry Conditions and Price and Volume Fluctuations."

     (2) Declines in apple product prices which were greater than the decline in
apple product  costs.  See "--Trends  Resulting in  Fluctuating  Prices in Apple
Products."

     (3) Increased  pressure on pricing for frozen apple concentrate as a result
of the decline in consumption of frozen concentrates. See "--Trends Resulting in
Fluctuating Prices in Apple Products."

         The losses in the 1998 fiscal year were  attributable  primarily to the
continued  oversupply  conditions in the vegetable  industry and the pressure on
both vegetable and fruit product prices.  The difficult  competitive  conditions
required a more costly  selling  program  than in the  preceding  year,  further
eroding margins.


     Fiscal Year 1996. The Company's fiscal year ended March 31, 1996,  resulted
in an  after-tax  loss of  $10.147  million  (loss of $1.81  per share ) for the
Company. The major causes of the losses were:

                  (1) Reduced  production in the 1995 pack season,  particularly
         in  the  Company's  Eastern  Division  vegetable  plants.  The  Company
         experienced  start-up  problems  during and after  installation  of new
         equipment  and  relocation  and  modification  of  existing   Pillsbury
         equipment which was removed from closed  Pillsbury plants and installed
         in  the  Company's   plants.   The  Company  made   aggregate   capital
         expenditures  of  approximately   $68  million  involving  37  separate
         projects  to  prepare  for a larger  volume  pursuant  to the  Alliance
         Agreement.  The  magnitude  of that  capital  program,  which had to be
         completed  in  approximately  six months' time to be ready for the 1995
         pack season, exceeded any prior capital program by the Company within a
         comparable  period of time. During the 1996 pack season (in fiscal year
         1997), the Eastern  Division  plants,  which had generated the greatest
         problems in 1995,  generally performed in accordance with the Company's
         expectations.

                                     - 11 -

<PAGE>




                  (2)  During  the  summer of 1995,  operations  in the  Eastern
         Division (New York plants) were adversely affected by the worst drought
         in New  York  in 20  years,  which  further  reduced  Eastern  Division
         vegetable production.

The  combination  of these two  factors  resulted in a  non-recurring  charge of
approximately  $15.1  million,  before  income tax benefit,  for the 1996 fiscal
year.

         The 1996 fiscal year was the first year of operation under the Alliance
Agreement.   The  Company  did  not  receive   orders  from   Pillsbury  at  the
originally-anticipated  levels  because of the  existence of  substantial  Green
Giant  vegetable  inventories  carried  over from the prior  year  (pre-Alliance
Agreement).  Consequently,  the Company  substantially  increased  its  finished
inventory  levels and had to defer the  conversion  of inventory to sales.  This
adversely  affected  the  Company's  cash flow and  income  and  necessitated  a
modification  of certain  financial  covenants in the Company's loan  agreements
with its revolving credit bank lenders and its long-term  insurance lenders,  as
the Company could not have complied with the unmodified covenants.


Trends Resulting in Fluctuating Prices in Apple Products

         The  Company  has been the leader in U.S.  sales of frozen  concentrate
apple juice in which its Seneca brand name has had strong  consumer  acceptance.
However,  total sales of all brands in this product category have declined at an
annual  rate of  approximately  5% in recent  years,  as  consumers  have  shown
preference for the non-concentrate,  ready-to-drink juice products.  The Company
expects this trend to continue. The Company's product is not the largest selling
brand in the ready-to-drink category and competes with a number of well-

                                     - 12 -

<PAGE>



established  competitors with larger advertising budgets than the Company's.  In
fiscal year 1998, the Company  expended  approximately  $3.2 million  converting
certain  juice  production  lines  to  plastic  bottles  in  its  southwest  and
midwestern facilities.  Competition from other drinks and juices and the limited
amount of  available  shelf space at the  retailer  level is also  limiting  the
overall sales of apple juice regardless of package type.

         A substantial  portion of the Company's apple juice supply is purchased
in the form of concentrate from world-wide  sources.  The cost of this commodity
has fluctuated during the Company's existence.  During the two-year period ended
March 31, 1997, a shortage of apple juice  concentrate  increased  the Company's
total costs.  In the Company's  experience,  raising  prices to maintain  profit
margins on apple juice products has reduced consumer demand for the product,  so
that the Company's  profit margin has eroded in periods of high supply costs. In
the juice  business,  the apple  industry is going through  enormous  structural
changes with increasing  quantities of apple concentrate being imported into the
U.S.  from  overseas,   primarily  South  America,  China  and  Eastern  Europe.
Therefore,  the current cost of apple  concentrate  is lower than it had been in
the period from 1995 to 1997, but the Company expects that, at some undetermined
future  date,  the  recent   downward  trend  in  costs  will  reverse   itself.
Furthermore,  the import of large  quantities of apple  concentrate is impacting
the amount of apples that the  Company is  processing  at its plants  located in
Washington,  New York and North Carolina.  In the Company's four  apple-pressing
facilities,  only one facility  pressed any  quantities  of apples in the fiscal
year ended March 31,  1998.  While the imported  concentrate  lowers the cost of
goods for products sold by the Company and its competitors,  the Company, unlike
several  competitors,  must  absorb  the  overhead  burden of its  underutilized
domestic facilities.


High Ratio of Debt to Equity

          The  purchase  of the  Alliance  Plants,  the cost of the  substantial
capital  improvements  effected  prior  to  the  1995  packing  season  and  the
significant  increase in the Company's  working capital  requirements to produce
and hold large  inventories of products packed under the Alliance  Agreement has
resulted not only in substantially  increased sales, but has also increased both
Company debt and the ratio of Company debt to its assets.  The  following  table
illustrates  the increased debt to equity ratio of the Company at the end of the
fiscal years and periods  listed below and on a pro forma basis  (assuming a $44
million equity investment pursuant to the Transaction).

<TABLE>
<CAPTION>

                                       Pro Forma
                                       March 31       March 31,          March 31,        March 31,       March 31,       July 31,
                                         1998           1998               1997             1996            1995            1994
                                       ---------      ---------          ---------        ---------       ---------       --------
<S>                                    <C>            <C>                <C>              <C>             <C>            <C>    

Total outstanding debt (000 omitted)   $257,703        $301,703           $251,593         $340,264        $227,074        $59,425

Current ratio
  (current assets:current             2.60:1.00       1.79:1.00          2.78:1.00        1.59:1.00       3.30:1.00      2.28:1.00
liabilities)
Ratio of total assets to total        1.39:1.00       1.23:1.00          1.29:1.00        1.21:1.00       1.31:1.00      1.76:1.00
liabilities
Long-term debt/equity                   171%            256%               239%             249%            244%            58%
Total liabilities/equity                257%            433%               344%             476%            324%            131%

</TABLE>



                                     - 13 -

<PAGE>



          The terms and conditions of the Company's  revolving  credit  facility
and the other  indebtedness of the Company  currently impose  restrictions  that
restrict,  among other things,  the ability of the Company to incur debt, create
liens, pay dividends, make acquisitions and make capital expenditures.  Terms of
the  Company's  indebtedness  also  require  it  to  satisfy  certain  financial
covenants on a quarterly basis. The ability of the Company to make cash payments
to  satisfy  its  indebtedness  and to comply  with such  financial  or  similar
covenants as may be contained in future  agreements  will depend upon its future
operating performance,  which is subject to prevailing economic conditions,  and
to financial,  business and other factors beyond the Company's control. The high
debt to equity ratio of the Company  could  affect the Company in the  following
circumstances,  among others:  (i) limiting the  Company's  ability to withstand
competitive  pressures or a downturn in its business or in the economy; and (ii)
impairing  the  Company's  ability  to obtain  additional  financing;  and (iii)
limiting the  Company's  flexibility  to take  advantage of market trends in the
food processing industry.  See "--Dependence on Alliance  Agreement;"  "--Losses
Incurred in Fiscal Years 1998 and 1996."

Defaults as to Certain Loan Covenants

          The Company  currently  is in default of certain loan  covenants  with
certain of its short-term and long-term lenders.  As a remedy for default,  each
lender has the right to require  the Company to  immediately  prepay all amounts
owing to the lenders.  The agent bank for the  short-term  lenders has indicated
its  intention  to waive the  Company's  defaults  subject to securing  required
consents  from  other   participating   banks.   The   long-term   lenders  have
unconditionally waived the defaults as of March 31, 1998 and have amended (or in
one instance agreed to amend) the covenants  effective in fiscal year 1999 so as
to conform to financial  results which the Company  believes to be achievable if
it successfully  executes its fiscal 1999 business plan. The Company can give no
assurance that it will successfully execute the 1999 business plan.


Seasonality and Quarterly Fluctuations

         The  Company's  operations  are  affected by the growing  cycles of the
vegetables it processes. When the vegetables are ready to be picked, the Company
must harvest and process the  vegetables  or forego the  opportunity  to process
fresh picked vegetables for an entire year. Most of the Company's vegetables are
grown by farmers under contract to the Company.  Consequently,  the Company must
pay the contract  grower for the  vegetables  even if the Company cannot or does
not harvest or process them. Most of the Company's  production occurs during the
second quarter (July through September) of each fiscal year (due to the timing

                                     - 14 -

<PAGE>



of crop production and climate  conditions) and a majority of sales occur during
the third and fourth  quarter of each fiscal  year (due to seasonal  consumption
patterns for its products). Accordingly, inventory levels are highest during the
second and third quarters, and accounts receivable levels are highest during the
third and  fourth  quarters.  Net sales  generated  during  the third and fourth
quarters of each fiscal year have a significant  impact on the Company's results
of operations.  Because of seasonal fluctuations,  the results of any particular
quarter will not  necessarily  be indicative of results for the full year or for
future years.


Some Characteristics of the Competition

         All of the  Company's  products  compete with those of other  national,
major and smaller  regional food processing  companies under highly  competitive
conditions.  Some of the Company's major  competitors in the vegetable  business
are Del Monte  Corporation,  Dean Foods and Chiquita Brands  International.  The
Company also sells  vegetable  products  which compete with  Pillsbury  products
manufactured  by  the  Company  under  the  Alliance  Agreement.  The  Company's
competitors  in the fruit juice and fruit products  business  include the Minute
Maid division of Coca-Cola Company, the Mott's product line of Cadbury-Schweppes
plc, Tropicana Products, Welch's, Ocean Spray, Tree Top and others.

         Welch's,  Ocean Spray and Tree Top are  cooperatives.  They are able to
obtain financing through cooperative banks, which generally provide financing at
lower  costs  and on more  favorable  terms  than  non-cooperatives  such as the
Company are able to obtain from their lenders. Because cooperatives are owned by
the growers,  they are able to pay the growers last (i.e.,  after  inventory has
been sold)  whereas the Company and other  non-cooperatives  are required to pay
the growers first regardless of whether the inventory has been sold.

         All  but  one of the  competitors  specifically  identified  in the two
preceding paragraphs have greater sales and assets than the Company.

         The   vegetable   business  in  the  last  three  years  has  undergone
consolidation  as a result  of  adverse  market  conditions,  and  many  smaller
companies  have  been  acquired  by  the  Company  or  its  competitors.  Future
acquisitions   may  increase  the  market  strength  of  the  Company's   larger
competitors.




Uncertain Market for the Rights and the New Preferred Stock

         The New Preferred  Stock and the Rights will not be listed for trading.
There can be no  assurance  that a market for the Rights will  develop  prior to
their  Expiration  Date,  which is 20 days  after  the date of this  Prospectus,
unless  it is  extended;  nor is  there  assurance  that a  market  for  the New
Preferred  Stock will  develop.  If a market  develops for the Rights or the New
Preferred  Stock,  there is no  assurance as to the price at which the Rights or
New Preferred Stock will trade.  Any market that may develop may be volatile and
unreliable.

          Following the Expiration Date, a subscribing  Rights Holder may or may
not be able to sell  shares  of New  Preferred  Stock  purchased  in the  Rights
Offering at a price equal to or greater than the Subscription  Price. When made,
the  election of a Rights  Holder to exercise  Rights in the Rights  Offering is
irrevocable.  Moreover,  until  certificates are delivered,  subscribing  Rights
Holders may not be able to sell the New Preferred Stock that they have purchased
in the Rights Offering.  Certificates  representing  shares of the New Preferred
Stock purchased pursuant to the Rights Offering will be delivered to subscribers
as soon as practicable after the date of purchase  thereof.  No interest will be
paid to Rights Holders on funds delivered to the Subscription  Agent pursuant to
the exercise of Rights pending delivery of shares of New Preferred Stock to such
holders.


Tax Consequences to Shareholders on Sale of Rights or New Preferred Stock

         When stock or stock rights are received in a  non-taxable  distribution
as is the case with  respect to the  Rights  received  in the  Rights  Offering,
certain  restrictions  may  apply to a  subsequent  sale of the  Rights or stock
acquired  on  exercise  of the  Rights.  If the  rights  or  stock  acquired  is
characterized,  for federal  income tax  purposes,  as being  "stock  other than
common  stock," then the amount  realized  from the sale of such stock or rights
may, in whole or in part, be treated as ordinary  income.  The Company  believes
that,  because the participation  rights granted to holders of the New Preferred
Stock  permit full  participation  in corporate  growth,  the Rights and the New
Preferred Stock should be treated as common stock for these  purposes.  There is
no clear  statutory  definition  of the term  "stock  other than  common  stock"
however,  and it is possible  for the  Internal  Revenue  Service (the "IRS") to
challenge this position.

         Even if the Rights or the New Preferred  Stock are classified as "stock
other than common stock," there are several methods available to shareholders to
avoid the adverse  tax  consequences  arising  from this  designation.  Ordinary
income  treatment  will not apply on sale or other  disposition of the Rights or
the New Preferred Stock: (i) if the sale terminates the entire stock interest of
the shareholder in the Company;  (ii) if the New Preferred Stock is converted to
Class A Common  Stock  and the sale is of the  Class A  Common  Stock;  (iii) in
transactions  where gain or loss to the shareholder is not  recognized;  or (iv)
where it is  established  to the  satisfaction  of the Secretary of the Treasury
that the transactions were not in pursuance of a plan having one

                                     - 16 -

<PAGE>



of its principal purposes the avoidance of federal income tax. If the Rights and
the New Preferred  Stock are not treated as "stock other than common  stock," or
if one of the above exceptions apply, then a shareholder who sells the Rights or
the New  Preferred  Stock will  recognize  gain or loss equal to the  difference
between the sale proceeds and such shareholder's basis (if any) in the Rights or
the New Preferred  Stock sold.  Such gain or loss will generally be capital gain
or loss, long or short-term, depending upon whether the shareholder has held the
Rights or the New Preferred Stock for more than one year (for application of the
maximum 28% federal  mid-term rate) or for more than 18 months (for  application
of the maximum 20% federal long-term rate).  Inasmuch as the Rights will have no
value  after the  Expiration  Date,  sale of the Rights  will  necessarily  have
involved a short-term holding period.


Possible Adverse Future Accounting Effect on Earnings-Per-Share Allocable to
Common Stock

         If, on issuance of the New Preferred Stock, its $12.00 per share stated
value is less than the  then-current  market  price of a share of Class A Common
Stock into which it is convertible,  the excess of that market price over $12.00
multiplied by the number of shares of New Preferred Stock issued (the "Aggregate
Discount") will be treated under  accounting  rules applicable to the Company as
analogous to a dividend with respect to the New Preferred  Stock. For accounting
purposes,  the Aggregate  Discount will be charged against earnings per share of
the Company's Common Stock in the fiscal year ending March 31, 1999. The Company
cannot  predict the market  price of the Class A Common Stock on the issuance of
New Preferred  Stock,  and therefore it cannot now estimate whether an Aggregate
Discount will exist or, if it does exist,  the amount of the Aggregate  Discount
with respect to any assumed number of shares of New Preferred Stock to be issued
in the Transaction.

          Solely as an example of the accounting  effect,  assuming that (1) the
$13.50  reported  closing price of Class A Common Stock on July 6, 1998 was also
the price at the time of issuance of the New  Preferred  Stock and (2) 3,666,667
shares of New  Preferred  Stock were issued in the  Transaction,  the  Aggregate
Discount would be $5,500,001.  This Aggregate Discount would reduce earnings per
share  (diluted) in the fiscal year ending  March 31,  1999,  by $0.57 per share
(based upon 9,606,347 shares of the Company's  Common Stock  outstanding at July
6, 1998),  thereby  reducing per share earnings or increasing per share loss for
the fiscal 1999 year.

Failure to Satisfy Closing Conditions to Stock Purchase Agreement

          The Rights Offering is not  conditioned  upon the closing of the Stock
Purchase  Agreement and, if the parties to the Stock Purchase  Agreement fail to
satisfy the  conditions  to Closing or otherwise  terminate  the Stock  Purchase
Agreement,  the shareholders  purchasing shares of New Preferred Stock will hold
the shares of the New Preferred  Stock they purchased for $12.00 per share,  yet
the New Investors will not have made their equity investment of $44 million. The
Company's equity  investment and ability to reduce its outstanding  indebtedness
will be substantially limited. See "High Ratio of Debt to Equity."

                                      -17 -

<PAGE>




New Investors' Influence On the Company's Policies

          Assuming none of the Company's  shareholders  exercise the Rights, the
New Investors will be entitled to purchase 3.667 million shares of New Preferred
Stock pursuant to the  Transaction,  which if  immediately  converted into 3.667
million shares of Class A Common Stock,  would give the New Investors  ownership
of 4.6% of the voting power of the Company. The combined voting power of the New
Investors and the Related Marks Shareholders (as hereinafter  defined) (assuming
conversion  of the New  Preferred  Stock into shares of Class A Common Stock and
the exercise of their Rights by the Related Marks Shareholders) will be 19.3%.

         Even if the Transaction is not consummated, the New Investors will have
the  option  to  purchase  1,181,966  shares  of New  Preferred  Stock  which is
immediately convertible into

                                     - 18 -

<PAGE>



1,181,966 shares of Class A Common Stock. Assuming such immediate conversion the
combined  voting power of the New Investors  and the Related Marks  Shareholders
(as hereinafter defined) will be 19.6%.

         Certain  provisions in the Stock Purchase  Agreement,  the Shareholders
Agreement and the Certificate of Amendment  provide other  opportunities for the
New  Investors  to  exercise  influence  over the  Company.  One such  provision
requires  that the size of the  Company's  Board of Directors be increased  from
seven to nine  members and that the  Investor  Designees  be elected to fill the
newly  created  positions.  Another  provision  assures that at least 22% of the
membership of each committee of the Board of Directors shall consist of Investor
Designees.  The Investor  Designees  may be removed by the New Investors and the
resulting vacancy shall be filled with persons  designated by the New Investors.
The New Investors' right to have its designees  nominated to the Company's Board
of Directors and serve on committees of the Board of Directors  continues  until
such  time as the New  Investors,  in the  aggregate,  own less  than 10% of the
outstanding  Class A Common  Stock  (assuming  conversion  of all  shares of New
Preferred Stock into Class A Common Stock).

         Furthermore,  the Charter will be amended to require that certain Major
Corporate  Actions  (as  hereinafter  defined)  including,  but not  limited to,
certain  sales of  assets,  mergers  and  change  in  accountants  will  require
unanimous  approval of the  Company's  Board of  Directors.  Therefore,  any one
director of the Company, including the Investor Designees, will have the ability
to prohibit any of these major decisions from being approved.  See  "Description
of the  Transaction--The  Charter  Amendments" and "Description of New Preferred
Stock--Special Voting Requirements."

Wolcott and Kayser Families' Influence on the Company's Policies

          In comparison to the voting power of the New Investors and the Related
Marks  Shareholders  (as  hereinafter  defined),  the members of the Wolcott and
Kayser  families,  which have been identified in prior Company proxy  statements
and other  Company  documents as  collectively  in control of the Company,  will
continue to have 36.8% of the total voting  power of all classes of  outstanding
stock of the Company  after  issuance of 3.667  million  shares of New Preferred
Stock and prior to any  conversion  of such  shares  into Class A Common  Stock.
Assuming that (1) the New Investors  acquire the maximum  number of shares which
they can acquire in the Transaction and the Related Marks Shareholders  exercise
all Rights  distributed to them as current  shareholders,  (2) the New Investors
and Related Marks  Shareholders  (as hereinafter  defined) convert all shares of
New  Preferred  Stock  acquired by them into shares of Class A Common  Stock and
except for that conversion, neither reduce nor increase their aggregate holdings
of Company voting stock,  (3) the Wolcott and Kayser families neither reduce nor
increase their aggregate  holdings of Company voting stock after the Transaction
and (4) the Company issues no more shares of voting stock after the  Transaction
except in conversion of New Preferred  Stock,  the aggregate voting power in the
election of directors of the New Investors and Related Marks  Shareholders  will
be 22.6% and,  of the Wolcott and Kayser  families,  will be 39.1%.  The Company
cannot predict whether any assumption  stated in the preceding  sentence will be
correct or, if correct,  will occur within any definite future period; from time
to time,  the Company will be obligated  to issue  additional  shares of Class B
Common Stock to satisfy  certain  Company  contribution  requirements  under its
existing  Employees Savings Plan, but these issuances are not expected to effect
in any material way the allocation of voting power.


                                     - 19 -

<PAGE>



The Shares of Class A Common Stock Have Low Voting Power

          Each share of Class A Common Stock (into which the New Preferred Stock
is convertible) has one-twentieth  (1/20) of one vote on all matters requiring a
shareholder  vote,  while  each share of Class B Common  Stock,  as well as each
share of the Company's  outstanding preferred stock has one vote (other than the
New  Preferred  Stock  which have no votes and the Six Percent  (6%)  Cumulative
Voting  Preferred  Stock  which are only  entitled  to vote with  respect to the
election of directors). In the election of directors and other matters which are
not subject to a class vote,  holders of Class A Common Stock have substantially
less voting  power than  holders of Class B Common  Stock  proportionate  to the
relative market value of those two classes of stock. See "Description of Capital
Stock--Description of Class A Common Stock and Class B Common Stock--Voting."



Concentration of Voting Power

          As of the date of this  Prospectus,  the families of Arthur S. Wolcott
and Kraig H. Kayser (the "Wolcott and Kayser  Families" and "Wolcott or Kayser
Families")  collectively exercise  approximately 41.1% of the total voting power
of the Company.  The capital  structure  and the  concentrated  ownership of the
Wolcott  and  Kayser  Families  in the Class B Common  Stock  and the  Company's
preferred stock are likely to limit substantially the possibility of and chances
of success  for a hostile  tender  offer,  which is  usually  at a premium  over
then-current market price of a target company's stock or other takeover proposal
or proxy contest which could remove directors if the Wolcott and Kayser Families
are opposed to such offer or proposal.

          As set forth  (with  relevant  assumptions)  under  "--New  Investors'
Influence  on the  Company's  Policies"  and  "--Wolcott  and  Kayser  Families'
Influence on the Company's Policies," after consummation of the Transaction, the
Wolcott and Kayser families will control approximately ___% to ___% of the total
shareholder vote and the New Investors and their Related Marks  Shareholders (as
hereinafter defined) will control approximately ___% to ___% of such vote.

         In the election of directors and other matters which are not subject to
a class vote,  holders of Class A Common  Stock have  substantially  less voting
power than holders of Class B Common Stock  proportionate to the relative market
value  of  those  two   classes   of  stock.   See   "Description   of   Capital
Stock--Description of Class A Common Stock and Class B Common Stock--Voting."


Certain Anti-Takeover Provisions

         Certain  provisions of the Alliance  Agreement and the Company's credit
facilities,  the Company's  Charter,  and the Company's  Bylaws, as amended (the
"Bylaws"),  could  have the  effect of  preventing  or  delaying  a person  from
acquiring or seeking to acquire a substantial equity interest in, or control of,
the Company.  The Bylaws and Charter provide,  among other things, for staggered
board of directors'  terms. See "Description of Capital  Stock--Restrictions  on
Acquisition of the Company--Certain  Charter and Bylaw Provisions." The Alliance
Agreement  states that it may be terminated by Pillsbury if any person  acquires
30% or more of the  combined  voting  power of the  Company's  then  outstanding
voting securities,  or the shareholders of the Company approve certain specified
business  transactions.  The Company's  long-term credit facility  provides that
certain lenders may require the Company to prepay certain of its indebtedness if
(i) any person or group  (other  than the Wolcott or Kayser  Families)  acquires
shares of the  Company  representing  50% or more of the  total  number of votes
which the Company's  shareholders shall be entitled to cast; or (ii) the Wolcott
and Kayser Families shall cease to own, directly or indirectly,  at least 25% of
the Company.  The Company's  revolving credit facility provides that an event of
default  occurs if (i) any  person or group,  other  than the  Wolcott or Kayser
Families,  acquires  capital  stock  possessing  either 30% or more of the total
number of votes which the  Company's  shareholders  shall be entitled to cast or
the right

                                     - 20 -

<PAGE>



to elect 30% or more of the  Company's  Board of  Directors;  or (ii) during any
period of 12 consecutive months, the individuals who at the beginning of such 12
month period were  directors of the Company cease for any reason to constitute a
majority of the Board of Directors of the Company.


No Dividends

         The terms of the New  Preferred  Stock  provide for dividends per share
equal to the  dividends  per share  paid on Class A Common  Stock.  The  Company
historically has not declared or paid any cash dividends on its shares of Common
Stock and does not anticipate  paying such dividends in the foreseeable  future.
Furthermore,  the Company's  multi-year credit facilities  restrict,  and future
credit agreements may restrict, the payment of dividends on Common Stock without
lender permission. See "--High Ratio of Debt to Equity."


Dependence on Key Personnel

         The  Company's  success is  dependent  to a great extent on its current
management  team and other key personnel,  the loss of one or more of whom could
have a material adverse effect on the Company. The Company does not maintain key
person life insurance policies on any of its executive officers.


Regulation

         United States and foreign  governmental laws,  regulations and policies
directly affect the agricultural industry and the vegetable processing industry.
The Company is subject to  regulation by the Food and Drug  Administration,  the
United States  Department of  Agriculture,  the Federal  Trade  Commission,  the
Environmental  Protection  Agency and various state agencies with respect to the
production,  packaging,  labeling  and  distribution  of its food  products.  In
addition,  the disposal of solid and liquid  vegetable waste material  resulting
from the  preparation  and  processing  of foods is subject to various  federal,
state  and  local  laws  and  regulations  relating  to  the  protection  of the
environment.  In some international  markets, there are regulations and policies
designed  to  discourage  the  importation  of  agricultural  commodities.   The
application  or  modification  of  existing,  or  the  adoption  of  new,  laws,
regulations or policies  could have an adverse effect on the Company's  business
and results of operations.


Forward-Looking Statements

          The Private Securities  Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. This Prospectus contains or will contain
forward-looking  statements  within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act.  Such  statements  include  information
relating  to the  effect  of  amendments  to  and  dependence  on  the  Alliance
Agreement, reduction or mitigation of debt to equity ratio, industry conditions,
losses  incurred in the fiscal years ended March 31, 1998 and 1996,  fluctuating
apple concentrate prices, impact of the Transaction on the

                                     - 21 -

<PAGE>



Company's  shareholders,  market for the Rights and the New Preferred Stock, tax
consequences,  future capital  expenditures,  business  development  activities,
financing  sources and  availability  and the effects of regulations  (including
environmental  regulations) and competition.  Such  forward-looking  information
involves  important  risks and  uncertainties  that could  significantly  affect
anticipated results in the future, and accordingly, such results may differ from
those expressed in any forward-looking  statements contained in this Prospectus.
These risks and  uncertainties  include,  but are not limited to,  uncertainties
affecting the food  processing  industry,  risks  relating to the  dependence on
certain  contractual  arrangements  (including the Alliance Agreement) and risks
relating to seasonal fluctuations.


                                     - 22 -

<PAGE>



                         DESCRIPTION OF THE TRANSACTION

The Stock Purchase Agreement

          General.  The Board of Directors of the Company has approved the Stock
Purchase Agreement,  dated as of June 22, 1998, by and among the Company and the
New Investors. The discussion and description of the material terms of the Stock
Purchase  Agreement  in this  Prospectus  are subject to and  qualified in their
entirety  by  reference  to the  Stock  Purchase  Agreement,  a copy of which is
attached  hereto  as  Appendix  A and  which  is  incorporated  herein  by  this
reference.

          Pursuant to the Stock Purchase Agreement,  and subject to the approval
of the Rights Offering and related  proposals by the shareholders of the Company
the  Company  will  receive an equity  investment  in the amount of between  $44
million and $50 million. First, 1.167 million shares of New Preferred Stock will
be issued  and sold by the  Company to the New  Investors  in  exchange  for $14
million, or $12.00 per share.  Second, the Stock Purchase Agreement provides for
a $36  million  Rights  Offering  for shares of the New  Preferred  Stock to the
holders of the Company's  Common Stock. The purchase price for the shares of New
Preferred Stock to be purchased by the New Investors or holders of Rights in the
Rights  Offering will be $12.00 per share.  The New Investors have agreed to act
as standby  purchasers  of shares of New  Preferred  Stock not  purchased by the
Company's  shareholders  in the Rights  Offering (up to a maximum of 2.5 million
shares, or $30 million).

          Representations and Warranties.  The Stock Purchase Agreement contains
customary representations and warranties of the Company relating to, among other
things: (i) due organization of the Company and similar corporate matters;  (ii)
corporate power and authority to execute and deliver and perform its obligations
under the Stock Purchase Agreement, the Shareholders Agreement, the Registration
Rights Agreement (as hereinafter  defined) and the Rights; (iii) nonexistence of
certain material transactions with any shareholder,  director, officer, employee
or  affiliate  of the  Company;  (iv) the  absence  of  certain  contraventions,
conflicts,  and breaches arising out of the execution,  delivery and performance
of the Stock Purchase Agreement,  the Shareholders  Agreement,  the Registration
Rights Agreement, the Rights and the Certificate of Amendment (collectively, the
"Transaction  Documents");  (v)  consents,  approvals,  authorizations,  orders,
registrations,  filings or qualifications necessary for the execution,  delivery
and  performance of the  Transaction  Documents;  (vi) capital  structure of the
Company;  (vii)  nonexistence  of a  shareholders'  rights plan,  poison pill or
similar   arrangement;   (viii)  nonexistence  of  certain  registration  rights
inconsistent with those granted to the New Investors in the Registration  Rights
Agreement;  (ix)  subsidiaries  of the  Company;  (x)  delivery  and accuracy of
certain  documents filed with the Commission;  (xi)  preparation and delivery of
certain financial statements of the Company; (xii) absence of certain violations
or defaults of the Company and its  subsidiaries;  (xiii)  licenses and permits;
(xiv)  sufficient  title to all material  properties owned by the Company or its
subsidiaries  that are  necessary for the conduct of the business of the Company
and its subsidiaries;  (xv) the Company's intellectual  property,  environmental
matters,  litigation,  tax,  labor,  and employee  benefits,  status of material
adverse  events  since March 31,  1997,  contingent  liabilities  and absence of
finder's fees,  (xvi) the Company not being an "investment  company"  within the
meaning of the Investment  Company Act of 1940, as amended;  (xvii) exemption of
the  issuance of the New  Preferred  Stock,  Class A Common Stock and the Rights
from registration  under the Securities Act; (xviii) use of proceeds;  and (xix)
to the Company's knowledge, full disclosure by the Company in the Stock Purchase
Agreement, the Company's disclosure letter prepared in connection with the Stock
Purchase  Agreement,  documents  filed with the  Commission  or other  documents
delivered by the Company to the New Investors.

         The Stock Purchase  Agreement contains  customary  representations  and
warranties  of the New  Investors  relating  to,  among  other  things:  (i) due
organization  and  other  corporate  and  partnership  matters;  (ii)  power and
authority to enter into the Stock Purchase Agreement,

                                     - 23 -

<PAGE>



Shareholders  Agreement and Registration Rights Agreement;  (iii) the absence of
certain  contraventions,  conflicts  or breaches  arising out of the  execution,
delivery and  performance  of the Stock  Purchase  Agreement,  the  Shareholders
Agreement and the  Registration  Rights  Agreement;  (iv)  consents,  approvals,
authorizations,  orders,  registrations,  filings  or  qualifications;  (v)  the
acquisition  of the New  Preferred  Stock  and  Class A Common  Stock by the New
Investors  for  their  own  account  and for  investment  purposes  and  with no
intention of  distributing  or reselling the New Preferred Stock and the Class A
Common Stock in any transaction that would be in violation of the Securities Act
or the securities laws of any state; (vi) third party agreements; (vii) finder's
fees;  (viii)  ownership  of common  stock by the New  Investors;  and (ix) full
disclosure by the New Investors in connection with this  Registration  Statement
and the proxy  statement to be filed by the Company in connection  with the 1998
Annual Meeting of its Shareholders at which the Transaction will be voted upon.

         The  representations,  warranties and covenants  contained in the Stock
Purchase  Agreement  survive the execution and delivery and the closing  thereof
(the "Closing") for three years after the date of closing (the "Closing  Date");
provided,  however,  that the representations and warranties regarding corporate
existence,  power and authority,  capitalization  of the Company,  environmental
matters,  tax  matters  and  employee  benefits  matters  shall  survive  for an
indefinite time period.

          Closing  Conditions.  The obligations of the New Investors are subject
to satisfaction of the following  conditions,  among others,  at or prior to the
Closing  (unless  waived):  (i)  the  Company  and  certain  of its  substantial
shareholders shall have complied with and performed in all material respects the
terms,  covenants  and  conditions  of the  Stock  Purchase  Agreement  and  the
representations  and  warranties  made  therein by the Company  will be true and
correct at and as of the Closing;  (ii) the shareholders shall have approved the
Transaction  (although an affirmative  vote on the  Transaction by a shareholder
does not obligate that  shareholder to exercise the Rights or purchase shares of
     ---
New Preferred Stock received in the Rights  Offering);  (iii) this  Registration
Statement shall become effective; (iv) the shareholders entitled to vote thereon
shall have approved the Certificate of Amendment, such amendment shall have been
filed with the  Secretary of State of the State of New York (the  "Secretary  of
State") and such amendment  shall be in full force and effect;  (v) the Board of
Directors  shall  increase the size of the Board of Directors from seven to nine
members and shall elect two new members  designated by the New Investors to fill
the  newly  created  positions;  (vi) all  necessary  consents  shall  have been
obtained  including any required  consents and waivers from the Company's  short
and long-term lenders;  (vii) no event or events shall have occurred after March
31, 1997 that  individually  or in the aggregate has had or would  reasonably be
expected  to have a material  adverse  effect on the  business  of the  Company;
(viii) the Class A Common Stock  issuable  upon  conversion of the New Preferred
Stock (the "Conversion Shares") shall have been approved for listing, subject to
notice  of  issuance,  on  the  Nasdaq  National  Stock  Market;  (ix) the  five
consecutive trading day average of the closing price of the Class A Common Stock
(as reported in the Wall Street  Journal) for any five  consecutive  trading day
period  after June 22,  1998  shall not be $12.00  per share or lower;  (x)  the
Company  shall have  furnished  to the New  Investors  the  opinion of its legal
counsel,  Jaeckle  Fleischmann & Mugel,  LLP; (xi)  the Board of Directors shall
have taken all necessary  action to  unconditionally  exempt the Transaction and
any future  transactions  between the Company and the New  Investors  (and their
"affiliates"  or  "associates"  as defined  in Section  912 of the BCL) from the
provisions of such Section 912 of the BCL;

                                     - 24 -

<PAGE>



(xii) the New Investors  shall have received a certificate  of an officer of the
Company certifying that the closing  conditions have been satisfied;  (xiii) the
New Investors  shall have received a certificate  signed by the Secretary of the
Company certifying the truth and correctness of certain  documents;  (xiv) there
shall be no judgment,  injunction,  order or decree enjoining the Company or the
New Investors  from  consummating  the  transactions  contemplated  by the Stock
Purchase Agreement;  and (xv) no person or group shall have acquired 25% or more
of the voting power of the Company.

         The  obligations  of the  Company to  consummate  the  Transaction  are
subject to satisfaction of the following  conditions,  among others, at or prior
to the Closing  (unless  waived):  (i) the New Investors will have complied with
and  performed  in  all  material  respects  all  of the  terms,  covenants  and
conditions  of  the  Stock  Purchase  Agreement  and  the   representations  and
warranties  made therein by the New Investors as of the date of the execution of
the Stock Purchase  Agreement  will be true and correct as of the Closing;  (ii)
the  shareholders  of the Company  will have  approved the  Transaction  and the
Certificate of Amendment; (iii) all consents, approvals, authorizations, orders,
registrations,  filings and  qualifications  will have been  obtained;  (iv) all
applicable waiting periods under the Hart-Scott-Rodino Act shall have expired or
been terminated; (v) the Conversion Shares shall have been approved for listing,
subject to notice of issuance,  on the Nasdaq  National  Stock Market;  and (vi)
there will be no judgment,  injunction, order or decree enjoining the Company or
the New Investors from  consummating the transactions  contemplated by the Stock
Purchase  Agreement.  The  provisions  of the Stock  Purchase  Agreement  may be
modified  or  amended,  and waivers  and  consents  given by written  instrument
executed and delivered by the Company and the New Investors.

         Pre-Closing Covenants. The Company has agreed that it: (i) will cause a
meeting of its  shareholders  to be duly called and held as soon as practicable;
(ii) will offer to holders of its Common  Stock of record on the Record Date the
right to  purchase  shares of New  Preferred  Stock for  $12.00 per share on the
basis of one-half of a right to purchase  one share of New  Preferred  Stock for
every share of Common  Stock  held;  (iii) will  promptly  prepare and file this
Registration  Statement;  (iv) will conduct  business in the ordinary course and
use  its  best  efforts  to  preserve  intact  its  business  organizations  and
relationships  with third  parties  and to keep  available  the  services of the
present  directors,  officers,  and key  employees;  (v) will  grant to each New
Investor the right to purchase the Option Shares prior to Closing; and (vi) will
afford the New  Investors  and their  representatives  reasonable  access to the
Company's properties, books, contracts, records, personnel and advisors.

         The Company  and the New  Investors  mutually  have agreed that (i) the
Company and the New Investors  shall act with good faith towards,  and shall use
their best efforts to consummate,  the  transactions  contemplated  by the Stock
Purchase Agreement,  and neither the Company nor the New Investors will take any
action  that  would   prohibit  or  impair  their  ability  to  consummate   the
Transaction;  (ii) the  Company  and the New  Investors  will  make all  filings
required  (if any) and  furnish all  information  required  with  respect to the
Transaction by the Hart-Scott-Rodino  Act; and (iii) neither the Company nor the
New  Investors  will,  without  the  consent  of  the  other,  make  any  public
announcement or issue any press release with respect to the Transaction.

         Purchase  of the  Option  Shares.  Pursuant  to the  terms of the Stock
Purchase  Agreement  the New  Investors  have the option to purchase  the Option
Shares  for  $12.00  per share  prior to the  Rights  Offering  and prior to the
closing  of the  Transaction.  The number of shares to be  purchased  by the New
Investors under the Stock Purchase Agreement shall be reduced

                                     - 25 -

<PAGE>



automatically by an amount equal to the number of Option Shares  purchased.  The
New Investors  have the right to purchase the Option Shares even if  shareholder
approval of the Rights  Offering  and related  proposals  does not occur and the
conditions to closing set forth above are not  satisfied.  The New Investors may
elect to purchase the Option Shares by providing  written  notice to the Company
setting forth the aggregate number of Option Shares to be purchased and the date
of such  purchase  (which must be prior to the  Closing  and no earlier  than 15
business  days  after  the date of such  notice).  The New  Investors'  right to
purchase the Option Shares shall expire  immediately prior to the closing of the
Transaction.

         Indemnification.  The Company has agreed to indemnify and hold harmless
the New Investors, their partners, stockholders and affiliates and the officers,
directors, agents, employees, subsidiaries,  partners, advisors, representatives
and controlling persons of each of the foregoing (each, the "Indemnified Party")
to the  fullest  extent  permitted  by law from and  against any and all losses,
claims,  damages,  expenses (including reasonable fees,  disbursements and other
charges of  counsel)  or other  liabilities  (collectively,  the  "Liabilities")
resulting from any legal,  administrative  or other action brought by any person
or entity,  proceedings  or  investigations  (whether  formal or  informal),  or
written  threats  thereof,  based upon,  relating to or arising out of the Stock
Purchase Agreement or the transactions contemplated thereby. Notwithstanding the
foregoing,  the Company shall not be required to indemnify an Indemnified  Party
to the extent (i) that it is finally judicially determined that such Liabilities
resulted  primarily from the willful  malfeasance of such  Indemnified  Party or
(ii) of any  Liability  arising out of the failure to make any filings under the
Hart-Scott-Rodino  Act. If any such  indemnification  is  unenforceable  for any
reason (other than the immediately  preceding sentence),  the Company shall make
the maximum  contribution to the payment and  satisfaction  of such  indemnified
Liabilities that shall be permissible under applicable laws.

         Termination. The Stock Purchase Agreement may be terminated at any time
prior to the Closing:  (i) by the New  Investors  if: (a) the Board of Directors
determines  not  to  give,  withdraws,  modifies  or  changes  its  approval  or
recommendation of the sale of the New Preferred Stock to the New Investors,  (b)
a person or group  acquires 25% or more of the voting power of the Company,  (c)
the  Company's  shareholders  fail to  approve  the  sale of the  shares  of New
Preferred  Stock to the New Investors,  (d) there has been a material  breach of
any representation,  warranty, covenant or agreement of the Company which breach
is  incurable  or has not been cured by the  Company  within  thirty  days after
written  notice  from  the  New  Investors,  or (e) if any  one or  more  of the
conditions  to the  obligation  of the New  Investors  to  close  has  not  been
fulfilled as of the closing  date;  (ii) by the Company if: (a) there has been a
material breach of any  representation,  warranty,  covenant or agreement of the
New  Investors  which  breach  is  incurable  or has not  been  cured by the New
Investors  within thirty days after written notice from the Company,  or (b) any
one or more of the  conditions to the obligation of the Company to close has not
been fulfilled as of the closing date; (iii) by the Company or the New Investors
if: (a) the  Closing  shall not have  occurred on or before  October  30,  1998;
provided,  however,  that the right to terminate  under this clause shall not be
available to any party whose failure to fulfill any  obligation  under the Stock
Purchase  Agreement  has been the cause of, or  resulted  in, the failure of the
Closing to occur on or before such date, or (b) any judgment,  injunction, order
or decree  enjoining  the Company or the New  Investors  from  consummating  the
transactions  contemplated  by the Stock Purchase  Agreement is entered and such
judgment, injunction, order or decree becomes final and nonappealable; provided,
however,  that the party seeking to terminate the Stock Purchase  Agreement must
use all reasonable efforts to remove such

                                     - 26 -

<PAGE>



judgment,  injunction, order or decree; or (iv) by mutual written consent of the
Company and the New Investors.

         Expenses.  Except as  otherwise  provided  in the  Registration  Rights
Agreement,  each  party to the Stock  Purchase  Agreement  shall  bear their own
expenses  arising out of the  drafting,  negotiation  and execution of the Stock
Purchase Agreement, the Shareholders Agreement, this Registration Statement, the
Registration  Rights  Agreement  and the  transactions  contemplated  herein and
therein.

     Waiver.  Performance  of  the  representations,  warranties  and  covenants
contained in the Stock  Purchase  Agreement may be waived by written  instrument
executed and delivered by the Company and the New Investors.

Shareholders Agreement

          The following discussion describes the Shareholders Agreement dated as
of June 22, 1998 by and among the Company, the New Investors,  CMCO, Inc., Edwin
S. Marks,  Marjorie Boas and Nancy Marks (CMCO,  Inc., Edwin S. Marks,  Marjorie
Boas  and  Nancy  Marks  collectively  are  referred  to as the  "Related  Marks
Shareholders"),   Arthur   S.   Wolcott   (Chairman   of   the   Board   of  the
Company)(individually  and as a trustee),  Audrey S. Wolcott (as trustee), Susan
W. Stuart (a director of the  Company)(individually  and as a trustee of Alexius
Lyle Wadell and Kyle Aaron Wadell),  Donald Stuart,  Kraig H. Kayser (President,
Chief  Executive  Officer and a director of the  Company)(individually  and as a
trustee for certain  Kayser  family  trusts),  Kurt C.  Kayser,  Karl E. Kayser,
Marilyn W.  Kayser,  Robert  Oppenheimer  (as trustee of certain  Kayser  family
trusts),  Mark S.  Wolcott  (individually  and as a  trustee  for Erin  Lorraine
Wolcott  and  Cassandra  Jean  Wolcott),  Kari  R.  Wolcott,  Bruce  S.  Wolcott
(individually and as a trustee for Kaitlin Kerr Wolcott, Michael Stanton Wolcott
and Paige Strode Wolcott),  Constance Wolcott,  Aaron Wadell and Grace W. Wadell
(individually  and as trustee for Sara Elizabeth  Stuart,  Jennifer Grace Stuart
and Donald  Arthur  Stuart).  A copy of the  Shareholders  Agreement is attached
hereto as Appendix B. This  discussion  is qualified in its entirety by the more
detailed provisions contained in the Shareholders Agreement.

          The Shareholders Agreement places certain limitations and restrictions
on the Existing  Shareholders'  ability to sell or otherwise  transfer shares of
the  Company's  capital  stock  owned  by each of them and  also  prohibits  the
Existing  Shareholders from participating in the Rights Offering.  Additionally,
following a two year restricted  period, if an Existing  Shareholder  intends to
sell any  securities  to a third party,  the New Investors and the Related Marks
Shareholders are granted the right to have their shares included in such sale.

          The  Shareholders  Agreement  also  provides the New Investors and the
Related Marks Shareholders with the right (subject to certain  limitations),  in
the event the  Company  issues  any  voting  securities,  to  purchase a certain
percentage  of any new issuance to maintain  their  percentage  ownership in the
Company.  To the  extent  an  individual  New  Investor  does not  purchase  its
respective  percentage  of the new  issuance,  the  remaining  New Investors are
granted the right to purchase such percentage.

         The  Shareholders  Agreement  requires  that  the  Company's  Board  of
Directors  be  increased  from seven to nine  members  and that two  individuals
chosen by the New Investors be elected to fill such vacancies.  The Shareholders
Agreement also provides for the Investor

                                     - 27 -

<PAGE>



Designees  to  constitute  at least 22% of the members on any  committee  of the
Board.  The  presence  of the  Investor  Designees  on the Board and  committees
thereof will give the New Investors  increased  representation  on the Board and
greater ability to direct the management of the Company.  See "Risk Factors--New
Investors' Influence on the Company's Policies."


Registration Rights Agreement

          General. None of the shares of New Preferred Stock to be issued to the
New Investors  under the Stock Purchase  Agreement have been registered with the
Commission  under the  Securities  Act or with any  state or other  jurisdiction
under any of their  registration  or  qualification  laws.  The securities to be
issued to the New Investors will contain a legend  indicating  that they may not
be resold unless they are registered  with the Commission or are resold pursuant
to an exemption from such registration. Also, the New Investors may be deemed to
be affiliates of the Company as a result of the percentage of stock they own. If
the New Investors are  affiliates of the Company,  any securities of the Company
that they own may be  considered  to be control  shares and could be resold only
(i)  pursuant  to a  registration  statement  filed  with the  Commission;  (ii)
pursuant to Rule 144 of the  Securities  Act which  limits the time,  volume and
manner  of any  resales;  or  (iii)  pursuant  to  another  exemption  from  the
registration  requirements of the Securities Act. Because of these restrictions,
the Company has granted the New Investors  certain rights relating to the resale
of the securities.

          Concurrently  with the execution of the Stock  Purchase  Agreement and
the  Shareholders  Agreement,  the Company,  the New Investors,  and the Related
Marks Shareholders entered into a Registration Rights Agreement dated as of June
22, 1998 (a copy of which is attached  hereto as Appendix C) (the  "Registration
Rights Agreement").  The Registration Rights Agreement provides that at any time
after the first  anniversary of the Closing,  upon the written request of one or
more holders (the "Initiating  Holders") of 10% or more of (i) the shares of the
New  Preferred  Stock  purchased by the New Investors  under the Stock  Purchase
Agreement (including the Options Shares);  (ii) the Conversion Shares; (iii) any
other shares of Common  Stock or  securities  entitled to vote  generally in the
election of directors  ("Voting  Securities") or stock  convertible  into Voting
Securities  of the  Company  beneficially  owned by any New  Investor or Related
Marks Shareholder and (iv) any securities of the Company issued or issuable with
respect  to any of the  foregoing  by way of a  dividend  or  stock  split or in
connection  with a combination  of shares,  recapitalization,  reclassification,
merger,  consolidation,  reconstitution  or other  reorganization  or  otherwise
("Registrable  Securities"),  the Company shall effect the  registration of such
Initiating Holders' Registrable Securities ("Demand Registration Rights").  Upon
receipt of such demand,  the Company will  promptly  give written  notice to all
registered holders of Registrable  Securities and the Company shall use its best
efforts to effect,  at the earliest  possible date, the  registration  under the
Securities  Act of: (i) the  Registrable  Securities  which the Company has been
requested to register by the Initiating  Holders and (ii) all other  Registrable
Securities  which the  Company  has been  requested  to  register by the holders
thereof. The Initiating Holders and those holders requesting  registration after
receipt of such notice  collectively  are referred to as the "Selling  Holders."
Whenever  the Company  shall  effect a  registration  statement  pursuant to the
Demand Registration Rights no securities other than Registrable Securities shall
be included among the securities covered by such registration unless

                                     - 28 -

<PAGE>



the holders of not less than 66-2/3% of all Registrable Securities to be covered
by such registration (assuming conversion of any Registrable Securities that are
Class B Common Stock into Class A Common Stock) shall have  consented in writing
to  the  inclusion  of  such  other  securities.   In  addition  to  the  Demand
Registration Rights, the New Investors also have so-called  "piggy-back" rights.
If the Company at any time  proposes to register  any of its Common Stock or any
other class of  Registrable  Securities or any  securities  convertible  into or
exchangeable for any of such securities on any form other than Forms S-4 or S-8,
the  New  Investors  will  have  the  option  of  including  any  or  all of the
Registrable Securities in such registration.

         The Company's obligations to effect the registration of the Registrable
Securities  is limited so that in no event will the Company be required  to: (i)
effect  a  registration  within  the  six-month  period  occurring   immediately
subsequent to the  effectiveness  of a  registration  statement  filed under the
Demand  Registration  Rights  unless a majority of  Disinterested  Directors (as
defined in the Registration Rights Agreement) determines that effecting a second
registration  within the  six-month  period  would not have a  material  adverse
effect on the market  price of the Common  Stock or (ii)  effect a  registration
with  respect  to any class of  Registrable  Securities  pursuant  to the Demand
Registration  Rights  covering less than such number of  Registrable  Securities
having  an  estimated  Market  Price  (as  defined  in the  Registration  Rights
Agreement) at the time of such request of at least $5 million.

         Expenses.  In  connection  with  registrations  pursuant  to the Demand
Registration  Rights,  the Selling  Holders will pay the following  registration
expenses  which  will be  allocated  pro rata  based on the  number  and type of
Registrable Securities included in the registration statement:  all registration
and filing fees with the Commission, all filing fees of the National Association
of Securities  Dealers,  Inc., and all filing fees to comply with  securities or
blue sky laws  which  relate  solely to such  Registrable  Securities  (the "Fee
Expenses"), all reasonable printing, messenger and delivery expenses incurred in
such  registration,  the reasonable  fees and  disbursements  of counsel for the
Company and of its independent public accountants  incurred in such registration
and the  reasonable  fees and  expenses of one  counsel to the  Selling  Holders
incurred in such registration (the  "Registration  Expenses").  The Company will
pay all other fees and expenses.  If the registration is withdrawn under certain
circumstances,  the  Company  would  also be  required  to pay the  Registration
Expenses.  Also,  if any  registration  statement  filed  pursuant to the Demand
Registration Rights includes  securities other than Registrable  Securities then
the Company shall pay all Registration  Expenses and incidental expenses and the
Selling  Holders  shall pay the Fee  Expenses.  If a  registration  is  effected
pursuant to the New Investors "piggy back" rights, then the Company will pay the
Registration Expenses and the Selling Holders will pay all Fee Expenses.

         Indemnification.  The Company has agreed to indemnify and hold harmless
each seller of any Registrable Securities and each other person who participates
as an  underwriter  in the  offering or sale of such  securities  and each other
person who controls such seller or underwriter and their  respective  directors,
officers, partners, agents and affiliates against any losses, claims, damages or
liabilities, joint or several (collectively, "Losses"), to which such person may
become  subject under the  Securities Act insofar as such Losses arise out of or
are based upon any untrue  statement or alleged untrue statement of any material
fact contained in a registration statement.

         As  a  condition  to  including  any  Registrable   Securities  in  any
registration   statement,   the  Company  shall  have  received  a  satisfactory
undertaking from the prospective seller to indemnify

                                     - 29 -

<PAGE>



and hold harmless the Company and each director,  officer and underwriter of the
Company and each person who controls any of the foregoing, from any statement or
alleged  statement  in or omission or alleged  omission  from such  registration
statement,  if such  statements  or omissions  were made in reliance upon and in
conformity  with  written  information  furnished  to the Company by such seller
specifically  for use in the registration  statement.  This  indemnification  is
limited to the amount of  proceeds  received by such  indemnifying  party in the
offering giving rise to such liability.

The Rights

         General.  The Company is  distributing  the Rights,  at no cost, to the
Rights Holders.  The Company will distribute  one-half of a Right for each share
of Common  Stock held of record on the Record  Date.  Upon  surrender of a whole
Right and upon  payment  of the  Subscription Price, the Rights  Holder  will be
entitled  to  receive  one share of New  Preferred  Stock.  The  Rights  will be
evidenced by transferable Subscription Certificates. No fractional shares of New
Preferred Stock will be issued or paid and the number of shares of New Preferred
Stock  distributed  upon  surrender  of the  Subscription  Certificates  will be
rounded up to the nearest whole number.

          Expiration Date of the Subscription  Period. The Rights will expire at
5:00 p.m.,  Eastern Daylight Time, on _________,  1998 (the "Expiration  Date").
After  the  Expiration  Date,  unexercised  Rights  will be null and  void  (the
"Expired  Rights").  Failure  to pay the  Subscription  Price on or  before  the
Expiration Date will lead to the expiration of the Rights.  After the expiration
of the Rights on the  Expiration  Date,  the New  Investors  shall  purchase all
shares of New Preferred Stock represented by the Expired Rights (up to a maximum
of 2.5 million shares).

         ONCE A HOLDER OF RIGHTS HAS EXERCISED THE SUBSCRIPTION PRIVILEGE,  SUCH
EXERCISE MAY NOT BE REVOKED.

         Transferability  of Rights.  Rights may be  purchased  or sold  through
usual investment  channels,  including banks and brokers commencing on the first
day of the  Subscription  Period.  See "Risk  Factors--Uncertain  Market for the
Rights  and  the  New  Preferred  Stock."  The  Rights  evidenced  by  a  single
Subscription   Certificate   may  be  transferred  in  whole  by  endorsing  the
Subscription  Certificate  for  transfer  in  accordance  with the  instructions
accompanying the Subscription Certificate.  A portion of the Rights evidenced by
a single  Subscription  Certificate  may be  transferred  by  delivering  to the
Subscription  Agent a Subscription  Certificate  properly endorsed for transfer,
with  instructions to register such portion of the Rights  evidenced  thereby in
the name of the transferee (and to issue a new  Subscription  Certificate to the
transferee   evidencing  such  transferred   Rights).   In  such  event,  a  new
Subscription  Certificate evidencing the balance of the Rights will be issued to
the Rights  Holder  or, if the  Rights  Holder so  instructs,  to an  additional
transferee.

         The Company  anticipates  that the Rights will be eligible for transfer
through,  and that the exercise of the  subscription  privilege  may be effected
through,  the facilities of the Depository Trust Company.  The Rights may not be
exercised  by any  person,  and neither  this  Prospectus  nor any  Subscription
Certificate  shall  constitute an offer to sell or a solicitation of an offer to
purchase  any  shares  of New  Preferred  Stock or  Class A Common  Stock in any
jurisdiction in which such transactions would be unlawful.  The Company believes
that  any  action  required  to be taken by the  Company  has been  taken in all
jurisdictions  of the  United  States  to  permit  exercise  of the  Rights  and
purchases of New Preferred Stock and Class A Common Stock (upon

                                     - 30 -

<PAGE>



conversion  of the New  Preferred  Stock) by the New  Investors  and the  Rights
Holders. No action has been taken in any jurisdiction  outside the United States
to permit offers and sales of the Rights, the New Preferred Stock or the Class A
Common Stock. Consequently, the Company may reject subscriptions pursuant to the
exercise  of Rights by any Rights  Holders  outside the United  States,  and the
Company  may also reject  subscriptions  from  Rights  Holders in  jurisdictions
within the United States if it should later  determine  that it may not lawfully
issue shares to such Rights  Holders,  even if it could do so by qualifying  the
shares for sale or by taking other actions in such jurisdictions.


The Charter Amendments

          In  connection  with  the   Transaction,   the  Company  will  file  a
Certificate  of Amendment  which will:  (i)  increase  the number of  authorized
shares of Class A Common Stock from 10,000,000 shares to 20,000,000 shares; (ii)
increase the number of shares of its Preferred Stock,  With $0.025 Par Value Per
Share,  Class A from 4,000,000  shares to 8,200,000  shares;  (iii) create a new
series of  Preferred  Stock,  With  $0.025  Par Value Per  Share,  Class A to be
designated as Convertible Participating Preferred Stock, $12.00 stated value per
share,  convertible  immediately into Class A Common Stock of the Company;  (iv)
pursuant to Section 709 of the BCL require that  certain  actions be approved by
the unanimous vote of all members of the Company's  Board of Directors;  and (v)
amend  Article  4,  paragraph  (a)(C) to state that the  acquisition  by the New
Investors  of the  Conversion  Shares were deemed made for a fair price  thereby
removing  the  acquistion  by the New  Investors  from  operation of the Class A
Special Rights (as hereinafter defined) provisions.  See "Description of Capital
Stock--Description  of Class A Common  Stock and Class B Common  Stock--Class  A
Special Rights."

          The  amendments  listed  in  subparagraphs  (ii) and  (iii)  above are
necessary to consummate the Transaction.  By increasing the number of authorized
shares of Class A Common  Stock,  as set forth in  subparagraph  (i) above,  the
Company will be able to issue the  Conversion  Shares and will still have enough
authorized but unissued shares for use in other transactions  (i.e.,  public and
private  offerings  and  acquisitions  using  capital  stock of the  Company  as
consideration).

          The  Charter,  after  filing  of  the  Certificate  of  Amendment,  in
accordance with Section 709 of the BCL, will require  unanimous  approval of the
Company's  Board of Directors  (except for  directors who choose to abstain) for
the  following  actions:  (i) any  amendment or  modification  to the  Company's
Charter or Bylaws; (ii) any business combination;  (iii) any sale or transfer of
all or  substantially  all of the assets of the  Company;  (iv) any  issuance of
securities  (except  for (a) stock  buybacks  not to exceed  $100,000 in any one
transaction  or $1 million in the  aggregate or (b)  issuances of Class A Common
Stock pursuant to the Seneca Foods Corporation Employees' Savings Plan); (v) any
single  acquisition  or  disposition  or  series  of  related   acquisitions  or
dispositions of assets  involving gross  consideration in excess of $15 million;
(vi) any change in the  Company's  line of  business  except  for  changes in or
dispositions  of existing  businesses or  acquisitions  of new lines of business
that do not  exceed  2% of the  consolidated  net sales of the  Company  in such
business; (vii) any change in the Company's certified public accountants; (viii)
the  settlement  of any  litigation  involving  the payment by the Company of an
aggregate  amount greater than 5% of the Company's  Adjusted  Tangible Net Worth
(as  hereinafter  defined) or involving the consent to any injunctive or similar
relief;  or (ix) the  commencement  by the  Company of  proceedings  relating to
bankruptcy,  insolvency,   reorganization  or  relief  of  debtors  (the  "Major
Corporate  Actions").  The failure to obtain the affirmative vote of each of the
Company's  directors  upon  consideration  of any of the above  Major  Corporate
Actions would mean that the Company could not take such

                                     - 31 -

<PAGE>



action.  "Adjusted  Tangible Net Worth" shall mean (i) the net book value (after
deducting related depreciation,  obsolescence, amortization, valuation and other
proper reserves,  which reserves will be determined in accordance with generally
accepted accounting principles) at which certain assets of the Company are shown
on the latest available  consolidated  balance sheet of the Company on such date
minus  (ii) the  amount at which  the  Company's  liabilities  are shown on such
consolidated   balance  sheet   (including  as  liabilities   all  reserves  for
contingencies  and other  potential  liabilities  as shown on such  consolidated
balance sheet).

          The  amendments  to Article 4,  paragraph  (a)(C) of the Charter  were
required  by  the  New  Investors  as a  condition  to the  consummation  of the
Transaction.  The  Company's  Charter  contains a  two-pronged  "Class A Special
Rights" provision which ensures that holders of Class A Common Stock will not be
unfairly  treated in the event  that a person  attempts  to gain  control of the
Company. First, the Class A Special Rights seek to prevent a person who acquires
more than 15% of the outstanding  Class B Common Stock after August 5, 1995 from
gaining  control of the Company by buying  Class B Common Stock  without  buying
Class A Common  Stock.  Solely as an example,  if a person  acquires  20% of the
Class B Common Stock after August 5, 1995 but acquires no Class A Common  Stock,
that  person  would be  unable to vote the 5% of the Class B Common in excess of
the 15%  threshold.  The  second  prong  of the  Class A  Special  Rights  is an
"Equitable  Price"  requirement.  It is intended to prevent a person  seeking to
acquire  control of the Company from paying a  discounted  price for the Class A
Common Stock  required to be purchased by the  acquiring  person under the first
prong discussed above. Under the proposed Charter Amendment,  the acquisition of
the Conversion  Shares by the New Investors  under the Stock Purchase  Agreement
and pursuant to their  commitment as standby  purchasers in the Rights  Offering
will be deemed to have been acquired for an "equitable price" thereby offsetting
any purchases of Class B Common Stock made by the New Investors  after August 5,
1995. The New Investors do not currently own any shares of Class B Common Stock.

                                     - 32 -

<PAGE>



                     CERTAIN FEDERAL INCOME TAX CONSEQUENCES

THE  FOLLOWING  IS A GENERAL  DISCUSSION  OF THE  MATERIAL  FEDERAL  INCOME  TAX
CONSEQUENCES OF THE RIGHTS OFFERING TO CERTAIN OF THE COMPANY'S SHAREHOLDERS AND
DOES NOT TAKE  INTO  ACCOUNT  THE  PARTICULAR  FACTS AND  CIRCUMSTANCES  OF EACH
SHAREHOLDER'S  TAX STATUS AND  ATTRIBUTES.  AS A RESULT,  THE FEDERAL INCOME TAX
CONSEQUENCES  ADDRESSED  IN THE  FOREGOING  DISCUSSION  MAY  NOT  APPLY  TO EACH
SHAREHOLDER.  ACCORDINGLY,  EACH  SHAREHOLDER  SHOULD CONSULT HIS OR HER OWN TAX
ADVISOR  REGARDING  THE  SPECIFIC  TAX  CONSEQUENCES  OF  THE  RIGHTS  OFFERING,
INCLUDING THE  APPLICATION AND EFFECT OF FEDERAL,  STATE,  LOCAL AND FOREIGN TAX
LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL AND OTHER TAX LAWS.

          The following  discussion is a general  summary of the material United
States federal income tax  consequences of the receipt,  transfer,  exercise and
lapse of the Rights to the Company's shareholders that receive the Rights in the
Rights  Offering.  The discussion does not address all aspects of federal income
taxation that may be applicable to the Company's  shareholders in light of their
status or  personal  investment  circumstances,  nor does it address the federal
income  tax  consequences  to the  Company's  shareholders  that are  subject to
special federal income tax treatment,  including  (without  limitation)  foreign
persons, insurance companies,  tax-exempt entities, retirement plans, dealers in
securities,  persons who acquired their Common Stock pursuant to the exercise of
employee stock options or otherwise as compensation,  and persons who hold their
New  Preferred   Stock  as  part  of  a  "straddle,"   "hedge"  or   "conversion
transaction."  In addition,  the  discussion  does not address the effect of any
applicable  state,  local or foreign tax laws,  or the effect of any federal tax
laws other than those pertaining to federal income tax. As a result, each of the
Company's  shareholders  should  consult his or her own tax advisor to determine
the specific tax  consequences  to such  shareholder  of the receipt,  transfer,
exercise  or lapse of the  Rights.  The  discussion  is based upon the  Internal
Revenue  Code  of  1986,  as  amended  (the  "Code"),  regulations  proposed  or
promulgated  thereunder,   judicial  precedent  relating  thereto,  and  current
administrative  rulings and  practice,  all of which are subject to change.  Any
such  change,  which  may be  retroactive,  could  alter  the  tax  consequences
discussed herein. The discussion assumes that shares of Common Stock are held as
capital assets (within the meaning of Section 1221 of the Code).

Federal Income Tax Consequences To The Company

         The Company will not recognize gain or loss from the Rights Offering or
from the exercise or lapse of the Rights.


Federal Income Tax Consequences To Shareholders

         Receipt of the Rights.  A  shareholder  will not  recognize any gain or
loss upon the receipt of Rights in the Rights Offering.

         Basis of the Rights.  A shareholder's  tax basis in the Rights received
in the Rights Offering and subsequently allowed to lapse will be zero. Except as
provided in the  following  sentence,  a  shareholder's  tax basis in the Rights
received in the Rights Offering and subsequently

                                     - 33 -

<PAGE>



exercised  also will be zero. If,  however,  either (i) the fair market value of
the Rights on the date of the Rights  Offering is 15% or more of the fair market
value (on the date of the Rights  Offering)  of the stock with  respect to which
they are received or (ii) the shareholder  properly  elects,  in accordance with
procedures set forth in Treasury Regulation Section 1.307-2, to allocate part of
his or her basis in such stock to the Rights  (the "Basis  Election"),  then the
shareholder's  basis in such stock will be  allocated  between the stock and the
Rights in  proportion to the fair market value of each on the date of the Rights
Offering.

         The  Company,  based on the  absence  of a current  market  for the New
Preferred  Stock,  believes that it is unlikely that the value of a Right on the
proposed  date of issuance  will be 15% or more of the fair market  value of the
stock with respect to which such Right is distributed. As a result, shareholders
desiring  to  allocate a portion  of their  stock  basis to Rights  that will be
exercised   may  wish  to   consider   making  a  Basis   Election.   See  "Risk
Factors--Subscription Price for Exercise of Rights; Market Conditions."

         Exercise  of the  Rights;  Basis and  Holding  Period of New  Preferred
Stock.  A  shareholder  will not recognize any gain or loss upon the exercise of
Rights received in the Rights Offering.  A shareholder's  basis in New Preferred
Stock  acquired  through  exercise of the Rights will be equal to the sum of the
Subscription Price therefor and the shareholder's basis in such Rights (if any).
A  shareholder's  holding period for the New Preferred  Stock  acquired  through
exercise of the Rights will begin on the date the Rights are exercised.

         Lapse of the Rights.  A shareholder will not recognize any gain or loss
upon the lapse of Rights  received  in the Rights  Offering.  No  adjustment  in
respect of Rights  allowed  to lapse will be made to the basis of New  Preferred
Stock owned by such shareholder.

          Conversion of New  Preferred  Stock.  A  shareholder  who converts New
Preferred  Stock into Class A Common Stock will not  recognize  any gain or loss
upon such conversion. A shareholder's basis in the Class A Common Stock acquired
through  conversion  will be equal to the basis which the shareholder had in the
New Preferred Stock so converted. A shareholder's holding period for the Class A
Common Stock received in the conversion will begin on the date the New Preferred
Stock was acquired.

          Tax Consequences on Sale of Rights or New Preferred Stock.  When stock
or stock rights are received in a non-taxable  distribution  as is the case with
respect to the Rights received in the Rights Offering,  certain restrictions may
apply to a  subsequent  sale of the Rights or stock  acquired on exercise of the
Rights. If the Rights or stock acquired is characterized, for federal income tax
purposes,  as being  "stock other than common  stock," then the amount  realized
from the sale of such stock or Rights  may,  in whole or in part,  be treated as
ordinary income.  The Company believes that,  because the  participation  rights
granted to holders of the New  Preferred  Stock  permit  full  participation  in
corporate  growth,  the Rights and the New Preferred  Stock should be treated as
common stock for these purposes.  There is no clear statutory  definition of the
term "stock other than common stock," however, and it is possible for the IRS to
challenge this position.

          Even if the Rights or the New Preferred Stock are classified as "stock
other than common stock," there are several methods available to shareholders to
avoid the adverse  tax  consequences  arising  from this  designation.  Ordinary
income tax treatment  will not apply on sale or other  disposition of the Rights
or the New Preferred Stock: (i) if the sale terminates the

                                     - 34 -

<PAGE>



entire  stock  interest  of the  shareholder  in the  Company;  (ii)  if the New
Preferred  Stock is  converted  to Class A Common  Stock  and the sale is of the
Class  A  Common  Stock;  (iii)  in  transactions  where  gain  or  loss  to the
shareholder  is  not  recognized;  or  (iv)  where  it  is  established  to  the
satisfaction of the Secretary of the Treasury that the transactions  were not in
pursuance  of a plan  having one of its  principal  purposes  the  avoidance  of
federal income tax. If the Rights and the New Preferred Stock are not treated as
"stock other than common stock," or if one of the above exceptions apply, then a
shareholder  who sells the Rights or the New Preferred Stock will recognize gain
or loss equal to the difference between the sale proceeds and such shareholder's
basis (if any) in the Rights or the New Preferred  Stock sold. Such gain or loss
will  generally  be capital  gain or loss,  long or  short-term  depending  upon
whether the  shareholder has held the Rights or the New Preferred Stock for more
than one year (for application of the maximum 28% federal mid-term rate) or more
than 18 months (for application of the maximum 20% federal long-term rate).


                       RATIO OF EARNINGS TO FIXED CHARGES
                          AND PREFERRED STOCK DIVIDENDS

         The Company's  ratio of earnings to fixed  charges and preferred  stock
dividends  for the year ended March 31,  1998 was .68,  for the year ended March
31, 1997 was 1.41, for the year ended March 31, 1996 was .46, for the year ended
March 31, 1995 (8 months)  was 1.33,  for the year ended July 31, 1994 was 2.32,
and for the year ended July 31, 1993 was 1.08. Earnings were inadequate to cover
fixed  charges in fiscal year 1998 by $8.457  million and in fiscal year 1996 by
$15.2 million.


                                 USE OF PROCEEDS

          The Company  intends to apply the proceeds from the Transaction to the
repayment  of certain  indebtedness  the Company  owes to its  revolving  credit
lenders under the Amended and Restated  Credit  Agreement  dated as of September
24,  1997  ("Credit  Agreement").  As of June 27,  1998,  there was  $82,112,000
outstanding  under the Credit Agreement bearing interest at a rate of 7.91%. The
revolving credit indebtedness matured on varying dates in June 1998.


                                     - 35 -

<PAGE>




                                 CAPITALIZATION

          The following table sets forth the capitalization of the Company as of
May 23, 1998 on (i) a historical  basis; (ii) a pro forma basis giving effect to
the  transaction  and (iii) a pro forma as adjusted basis after giving effect to
the transaction and the  application of the net proceeds  therefrom  (assuming a
$44 million  equity  investment  via the purchase of 3.667 million  shares,  the
conversion  of those  shares  into  Class A Common  Stock and that the per share
price for a share of Class A Common Stock on May 23, 1998 was $15.625).
<TABLE>
<CAPTION>

                                                                                   As of May 23, 1998
                                                           -------------------------------------------------------------------
                                                                                                               Pro Forma,
                                                               Historical                  Pro Forma           As Adjusted
                                                           -------------------     -------------------     -------------------
                                                                                 (dollars in thousands)
<S>                                                         <C>                    <C>                      <C>
Indebtedness
   Notes payable to banks..................................  $ 73,043                      $(44,000)         $ 29,043
   Long term debt and capital lease obligations............   239,374                            ___          239,374
Stockholders equity
      Series A Preferred Stock,  $0.025 par value,  
        1,000,000 shares authorized, 407,240 shares issued
        and outstanding on a historical, pro forma basis and
        on a pro forma as adjusted basis....................       10                            ___               10
      Series B Preferred  Stock,  $0.025 par value,  400,000
        shares  authorized, 400,000 shares issued and 
        outstanding on a historical basis, a pro forma
        basis and on a pro forma as adjusted basis..........       10                            ___               10
      New Preferred  Stock,  4,200,000 shares  authorized,
        no shares issued and outstanding on a historical basis,
        4,166,667 shares issued and outstanding on a pro forma
        basis and on a pro forma as adjusted basis...........     ___                         44,000           44,000
      Six  Percent  (6%)  Voting  Cumulative  Preferred
        Stock,  200,000  shares authorized,  200,000 shares
        issued and outstanding on a historical basis,
        a pro forma basis and on a pro forma as adjusted basis.    50                            ___               50
      Preferred Stock without Par Value, 30,000
        authorized, no shares issued and outstanding
        on a historical basis, a pro forma basis and
        on a pro forma adjusted basis........................     ___                            ___              ___
      Class A Common Stock, $0.25 par value,
        10,000,000 shares authorized, 3,143,125 issued
        and outstanding on a historical basis, a pro forma
        and on a pro forma as adjusted basis................      786                            ___              786
      Class B Common Stock, $0.25 par value,
        10,000,000 shares authorized, 2,796,555 shares
        issued and outstanding on a historical basis, a pro
        forma basis and on a pro forma as adjusted basis...       699                            ___              699
Additional paid-in capital.................................     5,913                         13,292           19,205
Retained earnings..........................................    77,555                        (13,292)          64,203
Accumulated other comprehensive income.....................     2,154                            ___            2,154
                                                          -------------               ---------------     --------------
   Total Capitalization....................................  $399,594                      ___               $399,594
                                                          =============               ===============     ==============
--------------
</TABLE>


                                     - 36 -

<PAGE>





                              PLAN OF DISTRIBUTION

          The Class A Common  Stock,  the  Rights  and the New  Preferred  Stock
offered  hereby are being offered by the Company.  To the extent that any of the
Rights  expire,  subject  to the terms  and  conditions  of the  Stock  Purchase
Agreement,  the New  Investors  have agreed to purchase the amount of underlying
shares of New  Preferred  Stock up to a maximum  of 2.5  million  shares,  for a
purchase price of $12.00 per share.  The  Subscription  Price for the Rights and
the  purchase  price  for  shares  of the New  Preferred  Stock  under the Stock
Purchase  Agreement were  established  as a result of arm's length  negotiations
between the Company and the New  Investors  and were  approved by the  Company's
Board of Directors.  At the time the  Subscription  Price and the purchase price
under the Stock Purchase Agreement were approved by the Board of Directors,  the
Subscription Price and the purchase price under the Stock Purchase Agreement was
equal to  approximately  79% of the  then-current  market  price of the  Class A
Common Stock. In approving the  Subscription  Price and the purchase price under
the Stock Purchase Agreement,  the Board of Directors considered the size of the
Transaction,  and the  financial  position of the  Company,  including,  but not
limited to the history and the  prospects  of the  Company,  its past  operating
losses, its prospects for future earnings and the present state of the Company's
development.  Furthermore,  at the end of fiscal  year 1998,  the Company was in
violation of certain  financial  covenants in its  agreements  with it short and
long-term lenders.  See "Risk  Factors--Defaults  as to Certain Loan Covenants."
Because the shareholders are participating in the Rights Offering, the Company's
Board of  Directors  did not  seek or  obtain  an  opinion  from an  independent
financial  consultant or advisor as to whether the terms of the  Transaction are
fair from a financial point of view to the Company's shareholders.

         There can be no assurance that the market price for the Rights, the New
Preferred  Stock or the  Class A  Common  Stock  will be  equal to or above  the
Subscription Price, or that, following the issuance of the Rights and the shares
of New Preferred  Stock  subscribed  for by Rights Holders or the New Investors,
the holders will be able to sell shares of New Preferred Stock or Class A Common
Stock issued upon  conversion of the New Preferred  Stock at a price equal to or
greater than the  Subscription  Price or the purchase price for the shares under
the Stock  Purchase  Agreement.  Neither the New Preferred  Stock nor the Rights
will be listed for trading.  The Company  intends to list the Conversion  Shares
with Nasdaq National Stock Market,  but can make no assurances that such listing
will occur.
  

                                     - 37 -

<PAGE>



                          DESCRIPTION OF CAPITAL STOCK


          Assuming  consummation  of  the  Transaction,   the  Company  will  be
authorized to issue 20,000,000 shares of Class A Common Stock; 10,000,000 shares
of Class B Common Stock;  200,000  shares of Six Percent (6%) Voting  Cumulative
Preferred Stock, $0.25 par value per share ("6% Preferred Stock"); 30,000 shares
of Preferred  Stock  Without Par Value;  1,000,000  shares of Ten Percent  (10%)
Cumulative Convertible Voting Preferred Stock - Series A Preferred Stock, $0.025
stated  value per share ("10% Series A Preferred  Stock") and 400,000  shares of
Ten Percent  (10%)  Cumulative  Convertible  Voting  Preferred  Stock - Series B
Preferred Stock,  $0.025 stated value per share ("10% Series B Preferred Stock";
(the  10%  Series  A  Preferred  Stock  and the 10%  Series  B  Preferred  Stock
collectively are referred to as the "Class A Preferred Stock") (the 6% Preferred
Stock, No Par Value Preferred Stock, 10% Series A Preferred Stock and 10% Series
B  Preferred  Stock are  collectively  referred  to as  "Preferred  Stock")  and
4,200,000 shares of New Preferred Stock. There will be 2,600,000 shares of Class
A Preferred Stock unissued and undesignated. As of July 7, 1998, the Company had
issued and  outstanding:  3,143,125  shares of Class A Common  Stock,  2,796,555
shares of Class B Common Stock,  200,000 shares of 6% Preferred  Stock,  407,240
shares of 10%  Series A  Preferred  Stock  and  400,000  shares of 10%  Series B
Preferred Stock.

Description of New Preferred Stock

         Stated Value.  The stated value for each share of New Preferred Stock
is $12.00.

         Dividends and  Distributions.  The New Preferred Stock has the right to
receive  dividends  or  distributions  at a rate per  share  (and in the type of
property)  equal to the amount of any dividend or  distribution as that declared
or made on any shares of the Company's  stock into which the New Preferred Stock
is convertible on the date of such dividend or  distribution.  Any such dividend
or  distribution  shall be paid to the holders of the New Preferred Stock at the
same time such dividend or distribution is made to the holders of Class A Common
Stock.  Dividends  and  distributions  on  the  New  Preferred  Stock  shall  be
cumulative from and after the date of issuance of the New Preferred  Stock,  but
any arrearage in payment shall not pay interest.

         Voting Rights.  The holders of shares of New Preferred  Stock shall not
be entitled or permitted to vote on any matter required or permitted to be voted
upon by  shareholders  of the  Company  except as  required by law and for class
voting on proposals to: (i) authorize the issuance after the first date on which
shares of New  Preferred  Stock are issued  (the  "Issue  Date") of any class of
capital  stock  that  will  rank  as  to  payment  of  dividends  or  rights  on
liquidation,  dissolution  or  winding  up of the  Company  senior  to  the  New
Preferred  Stock,  (ii) authorize,  adopt or approve an amendment to the Charter
that would  increase  or decrease  the par value of the shares of New  Preferred
Stock,  (iii)  amend,  alter or repeal the Charter so as to affect the shares of
New Preferred Stock adversely or (iv) effect the voluntary liquidation,

                                     - 38 -

<PAGE>



dissolution,  winding up,  recapitalization or reorganization of the Company, or
the consolidation or merger of the Company with or into any other person, or the
sale or other  distribution to another person of all or substantially all of the
assets of the Company;  provided,  however, that no separate vote of the holders
of New  Preferred  Stock  shall be  required  to effect any of the  transactions
described in clause (iv) above unless such  transaction  would either  require a
class vote  pursuant to clause (i),  (ii) or (iii) above or would require a vote
by any shareholders of the Company.

         Redemption.  The shares of New Preferred Stock shall not be redeemed or
subject to redemption, whether at the option of the Company or any holder
thereof.

          Company Acquired Shares.  Any shares of New Preferred Stock converted,
exchanged,  redeemed,  purchased or otherwise  acquired by the Company  shall be
retired and cancelled  promptly after  acquisition.  The cancelled shares of New
Preferred Stock shall become authorized but unissued shares of Class A Preferred
Stock,  which may (upon filing of an appropriate  certificate with the Secretary
of State ) be  reissued  as part of another  series of Class A  Preferred  Stock
subject to certain conditions or restrictions on issuance,  but in any event may
not be  reissued  as shares of New  Preferred  Stock  unless  all  shares of New
Preferred  Stock issued on the Issue Date shall have  already been  converted or
exchanged.

          Conversion. Subject to certain limitations discussed below, any holder
of New  Preferred  Stock shall have the right,  at its option,  at any time,  to
convert  any or all of the  holder's  shares of New  Preferred  Stock  into such
number of fully  paid and  non-assessable  shares of Class A Common  Stock as is
equal to the  product of the number of shares of New  Preferred  Stock  being so
converted,  multiplied  by the quotient of (i) the Stated Value  divided by (ii)
the  conversion  price of $12.00  per share  (the  "Conversion  Price").  Unless
prohibited by law on the date of conversion (the "Conversion  Date"), all unpaid
dividends declared (whether or not currently payable) on the New Preferred Stock
so converted, shall be immediately due and payable and must accompany the shares
of Class A Common  Stock issued upon such  conversion.  Upon  conversion  of any
shares of New Preferred Stock, the Company shall not issue any fractional shares
or scrip representing  fractional shares and, in lieu thereof, the Company shall
issue  cash in lieu of  fractional  shares in an amount  equal to such  fraction
multiplied  by the  current  market  price of the  Class A  Common  Stock on the
business day  preceding the date the shares are  converted.  The same rights and
limitations  apply if the New Preferred Stock is convertible into any securities
or property other than Class A Common Stock.

          The  Conversion  Price  shall be  subject  to  adjustment  if: (i) the
Company  shall at any time or from  time to time  (A) pay a  dividend  or make a
distribution on the outstanding shares of Class A Common Stock in Class A Common
Stock,  (B)  sub-divide  the  outstanding  shares of Class A Common Stock into a
larger number of shares,  (C) combine the  outstanding  shares of Class A Common
Stock  into a smaller  number of shares or (D) issue any  shares of its  capital
stock in a reclassification  of the Class A Common Stock; (ii) the Company shall
at any time or from  time to time  issue or sell  shares  of  Common  Stock  (or
securities  convertible into or exchangeable for shares of Common Stock), or any
options,  warrants or other rights to acquire shares of Common Stock (other than
(x) options  granted to any  employee  or director of the Company  pursuant to a
stock  option plan  approved by the  shareholders  of the  Company,  (y)options,
warrants or rights  granted to each holder of Class A Common  Stock or (z)rights
issued  pursuant  to  a  shareholder  right  plans,  "poison  pill"  or  similar
arrangement in accordance with the Charter) for a  consideration  per share less
than the current  market price (as defined in the Charter) at the record date or
issuance date; (iii) the Company or any subsidiary thereof shall, at any time or
from time to time while any of the New Preferred  Stock is  outstanding,  make a
purchase by the Corporation of the Common Stock effected while any of the shares
of New Preferred  Stock are  outstanding,  which  purchase is subject to Section
13(e) of the Exchange Act or is made pursuant to an offer made  available to all
holders of Class A Common Stock or Class B Common Stock;  or (iv) the Company at
any time or from time to time shall take any action affecting its Class A Common
Stock, other than an action permitted by the Charter.

          The Company  may make such  reductions  in the  Conversion  Price,  in
addition to those required by subparagraphs (i) through (iv) above, as the Board
of  Directors  considers  to be  advisable  in order to avoid or to diminish any
income  tax to  holders of Class A Common  Stock or rights to  purchase  Class A
Common Stock  resulting from any dividend or distribution of stock (or rights to
acquire  stock) or from any  event  treated  as such for  income  tax  purposes.
Notwithstanding anything herein to the contrary, no adjustment of the Conversion
Price (i) shall be required by reason of the initial  issuance or sale of any of
the 4,166,667  authorized  shares of New Preferred Stock or (ii) need to be made
to the  Conversion  Price unless such  adjustment  would  require an increase or
decrease  of at least 1% of the  Conversion  Price  then in  effect.  Any lesser
adjustment  shall  be  carried  forward  and  shall  be made at the  time of and
together  with  the  next  subsequent  adjustment,   which,  together  with  any
adjustment or  adjustments  so carried  forward,  shall amount to an increase or
decrease  of at  least  1% of  such  Conversion  Price.  Any  adjustment  to the
Conversion  Price  carried  forward  and  not  theretofore  made  shall  be made
immediately  prior  to the  conversion  of any  shares  of New  Preferred  Stock
pursuant hereto; provided,  however, that any such adjustment shall in any event
                 --------   -------
be made no later than one year after the  occurrence of the event giving rise to
such adjustment.

          Participating  Distribution  upon  Liquidation.  In  addition  to  the
preferential  distribution to holders of New Preferred Stock equal to the stated
value per share (the "Preferential  Distribution"),  an additional participating
distribution  shall be payable to holders of New Preferred  Stock upon voluntary
or  involuntary  liquidation,  dissolution  or  winding up of the  Company  (the
"Participating  Distribution"),  with the effect that the total  distribution to
holders of the New Preferred Stock shall be the greater of (i) the  Preferential
Distribution or (ii) the total distribution which holders of New Preferred Stock
would  have  received  if they  had  converted  all  outstanding  shares  of New
Preferred  Stock into shares of Class A Common  Stock  immediately  prior to the
date for  calculating the total  distribution  available to holders of preferred
stocks and common stocks. To achieve the foregoing  distribution,  the following
calculation shall be made:


                                     - 39 -

<PAGE>



                  (1) Calculate  the sum of (a) the total amounts  available for
distribution  to holders of all  classes of Common  Stock  after  payment of all
preferential  distributions  to all classes of preferred  stocks of the Company,
including the Preferential Distribution to the holders of all outstanding shares
of  New  Preferred  Stock,  plus  (b)  the  total  amount  of  the  Preferential
Distribution to holders of all outstanding shares of New Preferred Stock.

                  (2) Divide the sum calculated in subparagraph (1) by the total
number  of  shares  of  Common  Stock  into  which  the New  Preferred  Stock is
convertible  and of all classes of Common Stock deemed  outstanding for purposes
of calculating the distribution on liquidation, dissolution or winding up of the
Company.  The  product of this  calculation  is the "Per Share  Distribution  on
Assumed Conversion."

                  (3) The  excess,  if any,  of the Per  Share  Distribution  on
Assumed Conversion over the Preferential  Distribution shall be distributable as
a  Participating  Distribution  to the  holders  of  New  Preferred  Stock  upon
liquidation, dissolution or winding up of the Company.

Description of Class A Common Stock and Class B Common Stock

         Voting.  Under the Charter,  the holders of Common Stock have the right
to vote for the election of all directors and on all other matters  submitted to
the shareholders of the Company. Subject to the Class A Special Rights discussed
in detail below, each share of Class B Common Stock is entitled to one full vote
on all matters on which shareholders  currently are entitled to vote,  including
the  election of  directors.  Each holder of Class A Common Stock is entitled to
one-twentieth  (1/20) of one vote per share on all matters on which shareholders
are entitled to vote, including the election of directors.  Cumulative voting is
not authorized for the holders of Common Stock. See "Risk Factors--The Shares of
Class A Common Stock have Low Voting Power."

         The holders of Class A Common  Stock are entitled to vote as a separate
class on any proposal to amend the Charter to increase the authorized  number of
shares of Class B Common  Stock,  unless the  increased  authorization  does not
exceed  the number of shares of Class B Common  Stock  which must be issued in a
proposed  stock  dividend with respect to Class B Common Stock and an equivalent
stock  dividend  of Class A Common  Stock  will be  effected  concurrently  with
respect to Class A Common Stock.

         In addition, Section 804 of the BCL confers upon the holders of Class A
Common  Stock the  right to vote as a class on any  amendment  to the  Company's
Charter which would (i) exclude or limit the shareholders'  right to vote on any
matter,  except as such  rights  may be limited  by voting  rights  given to new
shares then being  authorized;  (ii) change Class A Common Stock by (a) reducing
the par value,  (b) changing the shares into a different number of shares of the
same class or into a different or same number of shares of a different class, or
(c) fixing,  changing or abolishing  the  designation of Class A Common Stock or
any series thereof or any of the relative rights, preferences and limitations of
the shares;  or (iii)  subordinate  their rights by  authorizing  shares  having
preferences  which  would be in any  respect  superior  to their  rights.  Other
provisions of the BCL would entitle holders of Class A Common Stock to vote as a
separate  class for  approval of any plan of merger,  consolidation  or exchange
which would effect any change in Class A Common Stock described in the preceding
sentence.


                                     - 40 -

<PAGE>



         On proposals  on which  holders of Class A Common Stock are entitled to
vote as a separate  class,  the  proposal  must be approved by a majority of the
Class A Common  Stock  votes cast at the  meeting  at which the  voting  occurs.
Consequently, holders of Class A Common Stock, by withholding such approval, can
defeat a proposal  notwithstanding  that holders of a majority of Class B Common
Stock vote in favor of the proposal.

         Dividends and Other  Distributions.  Each share of Class A Common Stock
and  Class  B  Common  Stock  is  equal  in  respect  to  dividends   and  other
distributions in cash, stock or property except that (i) if declared, a dividend
or  distribution  in shares of the Company on Class A Common  Stock will be paid
only in Class A Common Stock;  and (ii) if declared,  a dividend or distribution
in shares of the  Company  on Class B Common  Stock will be paid only in Class B
Common Stock. The number of shares so paid as a dividend or distribution on each
share of Class A Common Stock and Class B Common Stock shall be equal,  although
the  class of the  shares  so paid  shall  differ  depending  upon  whether  the
recipient  of the dividend is a holder of Class A Common Stock or Class B Common
Stock.

         Mergers and Consolidations.  In the event of a merger, consolidation or
combination  of the Company with another  entity  (whether or not the Company is
the surviving entity) or in the event of dissolution of the Company, the holders
of Class A  Common  Stock  will be  entitled  to  receive  the  same  per  share
consideration  as the per share  consideration,  if any,  received by holders of
Class B Common Stock in that  transaction.  However,  any shares of common stock
that  holders  of  Class A  Common  Stock  become  entitled  to  receive  in the
transaction  may have terms  substantially  similar to the Class A Common Stock.
Thus,  the  surviving  entity in any such  transaction  could have a  dual-class
capital  structure like that of the Company and could,  upon consummation of the
merger or  consolidation,  give full  voting  shares to the  holders  of Class B
Common Stock and  one-twentieth  (1/20)  voting shares to the holders of Class A
Common Stock.

          Class A Special Rights.  The Company's  Charter contains a two-pronged
"Class A Special Rights"  provision which ensures that holders of Class A Common
Stock will not be unfairly  treated in the event that a person  attempts to gain
control of the Company.  Assuming that the New Investors converted the shares of
New Preferred  Stock acquired in the  Transaction  into shares of Class A Common
Stock,  the Class A Special  Rights  provisions  could be  triggered  if the New
Investors  acquired  shares  of  Class B Common  Stock.  As a  condition  to the
Closing,  the New  Investors'  acquisitions  have been  deemed  acquired  for an
equitable price thereby  exempting the acquisition by the New Investors from the
Class A Special Rights.

         First,  the Class A Special  Rights  seek to  prevent a person  who has
crossed a certain  ownership  threshold  from gaining  control of the Company by
acquiring  Class B Common  Stock  without  buying Class A Common  Stock.  If any
person  acquires  more than 15% of the  outstanding  Class B Common  Stock after
August 5, 1995 (the "Threshold  Date"), and does not acquire after the Threshold
Date a percentage of the Class A Common Stock  outstanding at least equal to the
percentage of Class B Common Stock that the person acquired in excess of the 15%
threshold,  such  person  will not be allowed  to vote  shares of Class B Common
Stock acquired in excess of the 15% threshold. For example, if a person acquires
20% of the  outstanding  Class B  Common  Stock  after  the  Threshold  Date but
acquires no Class A Common Stock,  that person would be unable to vote the 5% of
the Class B Common Stock acquired in excess of the 15%  threshold.  With respect
to persons who owned  Common  Stock of the Company on or prior to the  Threshold
Date, only shares of Class B Common Stock acquired after the Threshold Date will
be  counted  in  determining  whether  that  shareholder  has  exceeded  the 15%
threshold for

                                     - 41 -

<PAGE>



acquisitions  of Class B Common  Stock and only  acquisitions  of Class A Common
Stock  after the  Threshold  Date will be counted in  determining  whether  that
shareholder's  Class A Common Stock acquisitions have been at least equal to the
acquisition  of  Class B  Common  Stock  in  excess  of the 15%  threshold.  The
inability of the person to vote the excess  Class B Common  Stock will  continue
until such time as a  sufficient  number of shares of Class A Common  Stock have
been acquired by the person to satisfy the  requirements  of the Class A Special
Rights.

         The second prong of the Class A Special Rights is an "Equitable  Price"
requirement.  It is intended to prevent a person  seeking to acquire  control of
the Company from paying a discounted price for the Class A Common Stock required
to be  purchased  by the  acquiring  person under the first prong of the Class A
Special Rights.  These provisions  provide that an Equitable Price has been paid
for shares of Class A Common Stock only when they have been  acquired at a price
at least  equal to the  greater of (i) the  highest  per share price paid by the
acquiring person, in cash or in non-cash  consideration,  for any Class B Common
Stock acquired within the 60 day periods preceding and following the acquisition
of the Class A Common  Stock or (ii) the  highest  closing  market sale price of
Class B Common  Stock  during the 30 day periods  preceding  and  following  the
acquisition of the Class A Common Stock. The value of any non-cash consideration
will be  determined  by the Board of  Directors  of the  Company  acting in good
faith.  The highest closing market sale price of a share of Class B Common Stock
will be the highest  closing sale price reported by Nasdaq National Stock Market
or on any such other securities exchange then constituting the principal trading
market for either class of the Common Stock. In the event that no quotations are
available,  the highest  closing market sale price will be the fair market value
during the 30 day periods  preceding and following the acquisition of a share of
Class B Common  Stock as  determined  by the Board of  Directors  of the Company
acting in good faith.  The  Equitable  Price  provision is intended to require a
person seeking to acquire control of the Company to buy the Class B Common Stock
and the Class A Common Stock at virtually  the same time and the same price,  as
might occur in a tender offer, to ensure that the acquiring person would be able
to vote the Class B Common Stock acquired in excess of the 15% threshold.

         Under the  Class A Special  Rights,  an  acquisition  of Class B Common
Stock is deemed to include any shares that an acquiring Person acquires directly
or indirectly,  in one transaction or a series of transactions,  or with respect
to which that person acts or agrees to act in concert  with any other person (an
"Acquisition"). As used in the preceding sentence, "Person" includes one or more
persons  and  entities  who act or agree to act in concert  with  respect to the
Acquisition  or disposition of Class B Common Stock or with respect to proposing
or  effecting  a plan or  proposal  involving  (i) a merger,  reorganization  or
liquidation of the Company or a sale of a material amount of its assets;  (ii) a
change in the Company's Board of Directors or management,  including any plan or
proposal to fill  vacancies  on the Board of  Directors  or change the number or
term  of  Directors;  (iii) a  material  change  in the  business  or  corporate
structure of the Company;  or (iv) any material change in the  capitalization or
dividend  policy of the Company.  Unless  there are  affirmative  attributes  of
concerted action, however,  "acting or agreeing to act in concert with any other
Person" does not include acts or agreements to act by Persons  pursuant to their
official  capacities as directors or officers of the Company or because they are
related by blood or marriage.

         For  purposes  of  calculating   the  15%   threshold,   the  following
Acquisitions and increases are excluded: (i) shares of Class B Common Stock held
by any Person on the Threshold Date;  (ii) an increase in a holder's  percentage
ownership of Class B Common Stock resulting solely

                                     - 42 -

<PAGE>



from a change in the total number of shares of Class B Common Stock  outstanding
as a result of a  repurchase  of Class B Common  Stock by the Company  since the
last  date on which  that  holder  acquired  Class B  Common  Stock;  and  (iii)
Acquisitions  of Class B Common Stock (a) made  pursuant to  contracts  existing
prior to the Threshold  Date,  including the Acquisition of Class B Common Stock
pursuant to the  conversion  provisions of Class A Preferred  Stock  outstanding
prior to the Threshold  Date,  (b) by bequest or  inheritance or by operation of
law upon the  death or  incompetency  of any  individual,  and (c) by any  other
transfer  made  without  valuable  consideration,  in good faith and not for the
purpose of  circumventing  the Class A Special Rights. A gift made to any Person
who is related to the donor by blood or  marriage,  a gift made to a  charitable
organization  qualified  under  Section  501(c)(3)  of the  Code or a  successor
provision  and a gift to a Person who is a fiduciary  solely for the benefit of,
or which is owned  entirely  by,  one or more  persons or  entities  (a) who are
related  to the  donor by  blood or  marriage  or (b)  which is a  tax-qualified
charitable  organization  or (c) both will be  presumed to be made in good faith
and not for purposes of circumventing  the  restrictions  imposed by the Class A
Special Rights.

         The Class A Special  Rights also provide  that,  to the extent that the
voting power of any share of Class B Common  Stock cannot be exercised  pursuant
to the  provision,  that share will be excluded  from the  determination  of the
total shares  eligible to vote for any purpose for which a vote of  shareholders
is taken.

         Convertibility.  The Class B Common Stock is  convertible  into Class A
Common Stock at any time on a share-for-share basis. The Class A Common Stock is
not  convertible  into  shares  of Class B Common  Stock  unless  the  number of
outstanding  shares  of Class B Common  Stock  falls  below 5% of the  aggregate
number of  outstanding  shares of Class B Common Stock and Class A Common Stock.
In that event,  immediately upon the occurrence thereof,  all of the outstanding
Class A Common Stock is converted  automatically  into Class B Common Stock on a
share-for-share  basis and Class B Common  Stock  will no longer be  convertible
into Class A Common Stock. For purposes of this provision,  Class B Common Stock
or Class A Common  Stock  repurchased  by the  Company  and not  reissued is not
considered to be "outstanding" from and after the date of repurchase.

         In the  event  of any such  conversion  of the  Class A  Common  Stock,
certificates  which formerly  represented  outstanding  shares of Class A Common
Stock  thereafter will be deemed to represent a like number of shares of Class B
Common Stock,  and all common stock then authorized will be deemed to be Class B
Common Stock.

         Preemptive  Rights.  Neither  the Class A Common  Stock nor the Class B
Common Stock carry any preemptive  rights  enabling a holder to subscribe for or
receive shares of the Company of any class or any other  securities  convertible
into any class of the Company's shares.

         Transferability; Trading Market. The Class A Common Stock and the Class
B Common Stock are freely  transferable and are listed for trading on the Nasdaq
National Stock Market under the symbols SENEA and SENEB, respectively.


                                     - 43 -

<PAGE>



Description of Preferred Stock (Other Than New Preferred Stock)

         Other than New Preferred Stock,  none of the Company's  Preferred Stock
will be issued in the  Transaction.  No  dividends  or other  distributions  are
payable on the Company's Common Stock unless such dividends or distributions are
first paid on the Preferred  Stock. In the event of a liquidation or dissolution
of the Company,  the  outstanding  shares of Preferred Stock would have priority
over the  Common  Stock  in the  distribution  of the  remaining  assets  of the
Company.  The 10% Series A Preferred Stock is convertible  into shares of Common
Stock on the basis of one share of Class A Common Stock and one share of Class B
Common Stock for every 20 shares of 10% Series A Preferred Stock. The 10% Series
B Preferred Stock is convertible  into Common Stock on the basis of one share of
Class A Common  Stock and one share of Class B Common  Stock for every 30 shares
of 10% Series B Preferred Stock.

Restrictions on Acquisition of the Company--Certain Charter and Bylaw Provisions

     In addition  to the  restrictions  imposed by the "Class A Special  Rights"
provisions, the Company's Charter contains two super-majority voting provisions.
Paragraph 5 of the  Company's  Charter  provides  that the  affirmative  vote of
two-thirds  of the  shares  present  and  entitled  to  vote at the  meeting  is
necessary  to amend  the  Bylaws  of the  Company.  Paragraph  6 of the  Charter
provides  that a  director  may be  removed  regardless  of cause  only upon the
affirmative  vote of two-thirds of the shares  entitled to vote for the election
of that director.  Both of these  provisions  reduce the possibility of: (i) the
Company's  shareholders  receiving and accepting  hostile  takeover  bids;  (ii)
mergers; (iii) proxy contests;  (iv) removal of current management;  (v) removal
of directors or (vi) other changes in control.

         The Bylaws of the Company require the affirmative vote of two-thirds of
the shares  present and entitled to vote to (i)  effectuate  an amendment to the
Bylaws of the Company and (ii) remove a director of the Company.

     The Bylaws  provide for the staggered  voting of directors  for  three-year
terms so that shareholders  desiring to replace the incumbent directors and gain
control of the Board  would be required  to win at least two  successive  annual
contests  before their nominees  constituted a majority of directors.  See "Risk
Factors--Certain Anti-Takeover Provisions."

          Assuming shareholder  approval of the Charter Amendments,  the Charter
will require the unanimous  approval of the Company's Board of Directors (except
for directors choosing to abstain) to approve any merger, consolidation or other
form of business  combination or any sale or disposition of all or substantially
all of the Company's assets.

Agreements Restricting Change in Control of the Company

          The Alliance Agreement and certain significant  agreements between the
Company  and its  lenders  provide  for  penalties  in the  event of a change of
control  of the  Company  as  defined  in the  respective  agreement.  See "Risk
Factors--Certain Anti-Takeover Provisions."

                                     - 44 -

<PAGE>



                                   THE COMPANY
Business

         The Company  conducts its business  almost  entirely in food processing
which currently  accounts for approximately  99% of the Company's sales.  Canned
and frozen  vegetables  represent  approximately  78% and fruit and fruit  juice
products  approximately  22% of  the  food  processing  volume.  Apple  products
contribute  approximately  10%  of  all  processed  food  sales;  the  Company's
Seneca(R) brand frozen apple concentrate is the largest-selling  brand of frozen
apple  concentrate in the United States.  Of the remaining fruit and fruit juice
product sales, grape products account for approximately 2%, and bottled,  canned
and frozen fruit juice drinks account for the remaining approximately 10%.

         Approximately  19% of the Company's  food products are packed under its
own brands including Seneca(R),  Libby's(R), Aunt Nellie's Farm Kitchen(R), Blue
Boy(R) and  TreeSweet(R).  Approximately  30% of the processed  foods are packed
under  private  labels  and  approximately  11% are sold to  institutional  food
distributors.  The  remaining  40% are sold under the  Alliance  Agreement  with
Pillsbury. See "Risk Factors--Dependence on Alliance Agreement."

         The  Company's  sole  non-food  division,   Seneca  Flight  Operations,
provides air charter service primarily to industries located in upstate New York
and contributes approximately 1% to the Company's sales.

         The Company was  organized in 1949 and  incorporated  under the laws of
the State of New York. The Company  purchased six Green Giant  vegetable  plants
from  Pillsbury  effective  February 1, 1995,  resulting in  vegetable  products
becoming  78% of the  Company's  overall  business.  Consequently,  the  Company
changed its fiscal year-end from July 31 to March 31 to avoid  overlapping  pack
seasons  between  fiscal years.  Therefore,  fiscal year 1995 was an eight-month
transition period.

         The   Company's   principal   executive   office  is  located  at  1162
Pittsford-Victor Road, Pittsford,  New York 14534. Its telephone number is (716)
385-9500 and it maintains a web site (http://www.senecafoods.com).


Principal Products and Markets

         Food Processing.  The principal  products of this segment include grape
products,  apple products and vegetables.  The products are canned,  bottled and
frozen and are sold to retail and institutional markets. The Company has divided
the  United  States  into four  major  marketing  sections:  Eastern,  Southern,
Northwestern  and  Southwestern.  Plant locations in New York,  Michigan,  North
Carolina and Washington  provide ready access to domestic  sources of grapes and
apples necessary to support  marketing  efforts in their respective  sections of
the country.  Vegetable  operations are primarily supported by plants located in
New York, Wisconsin, Washington, Idaho and Minnesota.


                                     - 45 -

<PAGE>



         The following  summarizes  net sales by major category and for the five
fiscal years ended March 31, 1998, 1997, 1996 and 1995 and July 31, 1994:
<TABLE>
<CAPTION>

                            1998                    1997                      1996                  1995                 1994
                                                                                              (8 Months)
                       --------------------------------------------------------------------------------------------------------
                                                                    (In thousands)
<S>                      <C>                          <C>                 <C>                   <C>                  <C>   

Vegetable                 $544,646                    $562,265            $330,654              $117,504             $145,010
Apple                       68,108                      93,047              87,585                62,688               78,453
Grape                       18,303                      19,605              19,159                10,325               17,457
Other                       69,123                      52,017              66,453                40,809               45,334
                       --------------------------------------------------------------------------------------------------------
Total                     $700,180                    $726,934            $503,851              $231,326             $286,254
</TABLE>



     Other.  Seneca Flight Operations  provides air charter service primarily to
industries in upstate New York.

Source and Availability of Raw Material

         Food  Processing.  The Company's food processing  plants are located in
major  vegetable,  grape and apple producing  states.  Fruits and vegetables are
primarily  obtained  through  contracts  with  growers.   Apple  concentrate  is
purchased  domestically  and  abroad to  supplement  raw fruit  purchased  under
contract.  The Company's  sources of supply are considered  equal or superior to
its competition for all of its food products.


Seasonal Business

         Food Processing.  While individual  fruits and vegetables have seasonal
cycles of peak production and sales, the different cycles are usually offsetting
to some extent.  The supply of commodities,  current  pricing,  and expected new
crop quantity and quality affect the timing of the Company's sales and earnings.
An "Off Season Allowance" is established  during the year to minimize the effect
of seasonal  production on earnings.  The  Off-Season  Allowance is zero at each
fiscal year-end.


Backlog

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



                                     - 46 -

<PAGE>



Competition and Customers

         Food  Processing.  Competition in the food business is substantial with
imaginative  brand  registration,  quality  service and pricing  being the major
determinants in the Company's relative market position. Except for the Seneca(R)
apple and grape products and Libby's(R) vegetable products data mentioned below,
no reliable  statistics are available to establish the exact market  position of
the Company's own food products.  During the 1998 fiscal year  approximately 19%
of the  Company's  processed  foods were packed for retail  customers  under the
Company branded labels of Libby's(R),  TreeSweet(R) and Seneca(R).  About 11% of
the processed foods were packed for  institutional  food distributors and 30% of
processed  foods were retail packed under the private  label of  customers.  The
remaining 40% is sold under the Green  Giant(R)  label  pursuant to the Alliance
Agreement.  The  customers  represent  a  full  cross  section  of  the  retail,
institutional,  distributor and industrial  markets.  In 1997 and 1998 Pillsbury
and its designees  represented and, in the foreseeable  future,  are expected to
represent,  the  Company's  largest  customers  as  a  result  of  the  Alliance
Agreement. A termination of the Alliance Agreement would have a material adverse
impact on the Company. See "Risk Factors--Dependence on Alliance Agreement."

         The Company's  principal  branded  products are Seneca(R)  Frozen Apple
Juice  Concentrate,   which  is  the  largest-selling   brand  of  frozen  apple
concentrate  in  the  United  States,   Seneca(R)  Frozen  Natural  Grape  Juice
Concentrate, Seneca(R) applesauce and Libby's(R) canned vegetable products which
rate among the top five national brands. See "Risk Factors--Trends  Resulting in
Fluctuating Prices in Apple Products" and "Management's  Discussion and Analysis
of Financial  Condition  and Results of  Operation  for the Year Ended March 31,
1998--Liquidity and Capital Resources."


Environmental Protection

          Environmental  protection  is an  important  requirement  at each food
processing  facility.   In  all  locations  the  Company  believes  that  it  is
cooperating with federal,  state and local environmental  protection authorities
in developing and maintaining  suitable  antipollution  facilities.  In general,
current pollution control  facilities are equal to or somewhat superior to those
of  competitors.   The  Company  does  not  expect  that  any  material  capital
expenditures  will be  necessary  for the Company to comply  with  environmental
regulations  in the near future;  it  anticipates  spending  approximately  $1.5
million in the two fiscal years ending  March 31,  2000,  to improve  wastewater
facilities in Minnesota and New York.  The Company is a potentially  responsible
party with  respect to certain of its sites but the Company does not believe the
aggregate liability is material.



                                     - 47 -

<PAGE>



Employment

   Food Processing            - Fulltime                               2,534
                              - Seasonal                                 420
                                                                      ------
                                                                       2,954
                                Other                                    108
                                                                       -----
                                Total                                  3,062


         Employees are organized in various unions at the facilities  located in
Prosser, Washington;  Rochester,  Minnesota;  Janesville,  Wisconsin; Covington,
Kentucky;  Jackson,  Wisconsin and Clyman,  Wisconsin. The contract covering the
employees at the Prosser,  Washington  facility is  currently  being  negotiated
after a  representation  election.  The remaining  contracts do not expire until
1999, 2000 and 2002.


Foreign Operations

         Export   sales  for  the  Company  are  a  relatively   small   portion
(approximately 5%) of the food processing sales.


Properties

         The Company has eleven fruit and  vegetable  processing,  packaging and
warehousing facilities located in New York that provide approximately  2,054,000
square feet of food  packaging,  freezing  and freezer  storage,  and  warehouse
storage  space.  The Company is a lessee under a number of operating and capital
leases for equipment and real property used for processing and warehousing.

         Four other processing, packaging and warehousing facilities are located
in the states of North Carolina  (223,000 square feet) and in Washington  (three
facilities  totaling  292,000  square  feet).  Processing  operations  in  North
Carolina are  primarily  devoted to apple juice  products and in  Washington  to
grape juice, apple juice, apple chips and sauce.

         Four facilities in Minnesota,  one facility each in Washington,  Idaho,
Michigan  and  Kentucky,  and seven  facilities  in  Wisconsin  provide,  in the
aggregate,  approximately 5,459,000 square feet of food packaging,  freezing and
freezer  storage,  and warehouse  storage space.  These  facilities  process and
package various  vegetable and fruit  products.  The facilities are owned by the
Company.

         The  Company  owns  one food  distribution  facility  in  Massachusetts
totaling approximately 59,000 square feet which is leased out to another company
through  2004.  In addition,  the  Company's  air charter  division has a 14,000
square foot facility located in New York.


                                     - 48 -

<PAGE>



         All of the  properties  are well  maintained  and equipped  with modern
machinery.  Nearly  all  locations  have the  ability  to expand or to  increase
production as sales requirements  justify,  notwithstanding  that most locations
(except  apple  processing  facilities)  are highly  utilized.  In periods  when
relatively  low-cost apple concentrate is available from world-wide  sources, as
occurred in the Company's fiscal year ending March 31, 1998, the Company's apple
processing  facilities  operated at substantially  less than full capacity.  See
"Risk  Factors--Trends  Resulting  in  Fluctuating  Prices  in Apple  Products."
Because of the seasonal  production  cycles the exact extent of  utilization  is
difficult to measure.  In certain  circumstances the theoretical full efficiency
levels are being reached, however, expansion of the number of production days or
hours could increase the output by up to 20% for a season.

         Certain  of  the  Company's   facilities  are  mortgaged  to  financial
institutions to secure long-term debt and capital lease obligations.


Legal Proceedings

         In the ordinary course of its business,  the Company is made a party to
certain legal proceedings seeking monetary damages. The Company does not believe
that an adverse  decision in any of these  proceedings,  in which the claims are
insured  against  (subject to  non-material  deductible  amounts),  would have a
material adverse impact on the Company.



                                     - 49 -

<PAGE>

<TABLE>


Five Year Selected Financial Data
Summary of Operations and Financial Condition
(In thousands of dollars, except per share data)
<CAPTION>
                                                                                    (Eight Months)
Years ended March 31 and July 31,                   1998        1997        1996           1995         1994       1993
---------------------------------                   ----        ----        ----           ----         ----       ----
<S>                                             <C>          <C>         <C>          <C>          <C>            <C>

Net sales                                       $  703,220   $ 730,135   $ 507,988    $ 234,073    $  290,185     $257,402
--------------------------------------------------------------------------------------------------------------------------
Operating earnings (before Corporate
   interest and administrative expense)         $   22,372   $  44,165   $  16,418    $  11,380    $   18,251     $ 10,029
Earnings (loss) from continuing
   operations before extraordinary item and
   cumulative effect of accounting change           (5,144)      7,531     (10,147)       1,321         5,274        1,293
Earnings from discontinued operations                   --          --          --           --            90          965
Gain on the sale of discontinued operations             --          --          --           --         2,273           --
Earnings (loss) before extraordinary item and
   cumulative effect of accounting change           (5,144)      7,531     (10,147)       1,321         7,637        2,258
Extraordinary loss                                      --          --          --           --          (606)          --
Cumulative effect of accounting change                  --          --          --           --         2,006           --
Net earnings (loss)                                 (5,144)      7,531     (10,147)       1,321         9,037        2,258
--------------------------------------------------------------------------------------------------------------------------

Earnings (loss) from continuing
   operations per common share                  $    (0.87)  $    1.27   $   (1.81)   $     .23    $      .91     $    .21
Earnings (loss) per common share before
   extraordinary item and cumulative
   effect of accounting change                       (0.87)       1.27       (1.81)         .23          1.31          .36
Net earnings (loss) per common share                 (0.87)       1.27       (1.81)         .23          1.55          .36
--------------------------------------------------------------------------------------------------------------------------
Working capital                                 $  112,299    $132,351    $111,301    $ 138,030    $   67,591      $90,706
Inventories                                        194,044     158,197     229,759      138,113        98,202       88,181
Net property, plant, and equipment                 218,408     207,439     222,720      179,718        78,216       74,089
Total assets                                       474,926     416,023     523,859      385,502       204,899      208,733
Long-term debt and capital lease
   obligations                                     227,858     224,128     226,574      221,480        51,476       72,556
Stockholders' equity                                89,125      93,736      90,939       90,821        88,620       84,698
--------------------------------------------------------------------------------------------------------------------------------

Additions to property, plant, and equipment     $   15,693   $  11,650   $  67,897    $  26,966    $    9,384     $  1,723
Interest expense, net                               26,780      28,827      28,157        6,296         6,046        5,834
--------------------------------------------------------------------------------------------------------------------------

Net earnings/average equity                          (5.6)        8.2%     (11.2)%         1.5%         10.4%         2.7%
Continuing earnings before taxes/sales               (1.2)        1.6%      (3.0)%         0.9%          2.8%         0.2%
Net earnings/sales                                   (0.7)        1.0%      (2.0)%         0.6%          3.1%         0.9%
Long-term debt/equity                                 256%        239%        249%         244%           58%          86%
Current ratio                                       1.8:1       2.8:1       1.6:1        3.3:1         2.3:1        3.4:1
---------------------------------------------------------------------------------------------------------------------------------

Common stockholder's equity per share           $    14.99   $   15.77   $   15.30    $   16.23    $    15.83     $  13.79
Class A National Market System
   closing price range                        18 3/4 -15 3/4 18 3/4-14 3/4   20-15           --            --           --
Class B National Market System
   closing price range                        18 1/2 -15 1/2     19-14 1/2   22-16    17 3/4-10 1/2  11 3/8-7 3/4 8 3/16-7 3/8
Common cash dividends declared per share              --            --          --           --            --           --
Ratio of earnings to Fixed Charges and
   Preferred Stock Dividends                      .68:1.00 (1)  1.41:1.00   .46:1.00 (1) 1.33:1.00     2.32:1.00    1.08:1.00
Price earnings ratio                                  NM          13.7x         NM         74.5x          6.9x        21.5x
------------------------------------------------------------------------------------------------ --------------------------

<FN>
1995 represents eight months ended March 31 due to a change in the Company's
fiscal year end.  Fiscal Years 1994-1992 ended July 31.

(1) Earnings were inadequate to cover fixed charges in fiscal year 1998 by
    $8.457 million and in fiscal year 1996 by $15.2 million.

NM = Not meaningful.
</FN>
</TABLE>


                                     - 50 -

<PAGE>



                      MANAGEMENT'S DISCUSSION AND ANALYSIS

Management's Discussion and Analysis of Financial Condition and Results of 
Operations for the Year Ended March 31, 1998

         Liquidity  and  Capital  Resources.  Because  of  the  food  processing
segment, the Company's yearly business cycle shows large inventory growth during
the summer and fall harvest period.  The inventory peaks in the early winter and
drops to its minimum  level  immediately  prior to the next pack  season.  These
peaks  are  financed  through  seasonal  borrowings  whose  high and low  points
essentially  correspond  with the changes in  inventory,  or by a  reduction  in
short-term investments. Accordingly, inventory management is key to liquidity.

         During May 1996 the Company sold its  investment  in Moog Inc.  Class A
Common Stock back to Moog.  This sale  generated  cash proceeds of $12.9 million
and a pre-tax  gain of $7.5  million.  During  August 1996 the Company  sold its
Clifton Park,  New York facility for cash resulting in net cash proceeds of $4.6
million and a gain of $1.6 million  before  income tax expense.  The Company had
leased this facility to a third party.

         During  September  1995 the Company  entered into a sale and  leaseback
transaction  whereby three of its  wastewater  facilities in New York State were
sold to the Wayne  County  Water and Sewer  Authority  for net  proceeds of $9.3
million.

         During  1995 the  Company  acquired  certain  assets of the Green Giant
Division of Pillsbury. Under an Alliance Agreement concurrently executed in 1995
by  the  Company,  Pillsbury  and  Grand  Metropolitan  Incorporated,  Pillsbury
continues to be responsible for all of the sales, marketing and customer service
functions  for the Green Giant brand,  while the Company  will handle  vegetable
processing and canning operations.  Pillsbury continues to own all the trademark
rights to the Green Giant brand and its proprietary  seed varieties.  The assets
acquired   included  certain  raw  material  and  supplies   inventory  and  six
manufacturing  facilities  located in the  Midwestern  and  Northwestern  United
States.  The purchase  price of $86.1 million was funded by the  Pillsbury  Note
issued by the  Company  for $73.0  million  and the  balance  was  funded out of
working  capital.  The Pillsbury Note decreased $6.0 million in 1996 as a result
of an agreement  reached with  Pillsbury to convert that amount to the Company's
Class A Common Stock. Such conversion was completed in March 1996. The Pillsbury
Note  increased by $7.6 million in 1997 due to the addition of capital  projects
that Pillsbury has completed and green bean processing  equipment  acquired from
Pillsbury, which was transferred to the Company.

         In  conjunction  with this  acquisition,  the  Company  entered  into a
revolving  credit  facility for up to $150.0 million (now $130.0 million) from a
syndicate of eleven (now eight) banks.  In addition,  the Company issued two new
senior debt notes.  The first was a $75.0 million  unsecured  note issued to The
Prudential  Insurance Company of America,  with repayment due beginning in March
1998, a final  maturity date of February  2005,  and an interest rate of 10.78%.
The second was a $50.0 million unsecured note issued to John Hancock Mutual Life
Insurance Company,  with repayment due beginning in March 2001, a final maturity
of January 2009, and an interest rate of 10.81%. The proceeds of these two notes
were used to finance or replenish working capital for the following: (i) capital
expenditures of $50.0 million related to the Alliance  Agreement with Pillsbury;
(ii)  repayment of two notes due an insurance  company,  one repaid in July 1994
for $13.8  million,  the other  repaid  when the new debt was  issued  for $26.6
million;  (iii) three small  acquisitions  made over the previous fifteen months
totaling  $15.6  million;  and (iv) the  balance,  $19.0  million,  for  capital
expenditures made over the previous three years.

         As mentioned  above,  during 1995 the Company entered into an unsecured
revolving  credit  agreement  for up to $150.0  million  (now  $130.0  million).
Previously,  the Company  maintained  uncommitted lines of credit.  Credit lines
provide for interest rate options based on Prime,  Eurodollar,  or Money Market.
There were $62.3 million of borrowings  outstanding under these lines at the end
of 1998, 18.0 million at the end of 1997, and $113.0 million at the end of 1996.

                                     - 51 -

<PAGE>




         The decrease in cash and  short-term  investments of $22.5 million over
the three year period  ended in 1998 was  primarily  due to Aunt  Nellie's  Farm
Kitchens and Curtice Burns  acquisitions  of $53.7 million,  the debt repayments
totaling $14.9 million;  capital additions of $15.7 million,  $11.7 million, and
$67.9 million, in 1998, 1997, and 1996, respectively.  This was partially offset
by the  proceeds  of the new  long-term  debt  issues  totaling  $25.7  million;
proceeds from the sale of Moog Inc.  stock of $12.9  million;  proceeds from the
disposal of assets totaling $13.5 million; and net earnings (before depreciation
effect which is non-cash).

         In  1998,  accounts  receivable  increased  by $12.2  million  to $48.6
million.  This was due in part to Non-Alliance  sales being $87.7 million higher
fueled by the two acquisitions (see below).

         In 1998 inventories increased $35.8 million over 1997. This was largely
due to the  acquisitions  made during the year (see below).  In 1997 inventories
declined by $71.6 million due to the sales increase on Alliance sales.

         In 1998 capital  expenditures  were $15.7  million as compared to $11.7
million in 1997. In 1998 certain juice  production  lines were  converted to PET
(plastic bottles) totaling $3.2 million at plants in the south and midwest.  The
1997 capital  expenditures are down substantially from 1996. The largest project
was the green bean  expansion in Cumberland  related to the Alliance  where $4.4
million was spent in 1997. The 1996 capital  expenditures  of $67.9 million were
substantially  due to a  major  capital  expansion  relating  to  the  Company's
alliance with Pillsbury (the  "Alliance"),  integrated six of Pillsbury's  Green
Giant vegetable processing plants and significantly  increased the Company's own
production  capabilities to accommodate the production of four Pillsbury  plants
that were concurrently closed. This capital expansion was originally expected to
be $50.0 million, but to meet the Company's ambitious goals, an additional $25.0
million was spent on this  project,  primarily in the  Company's  New York State
operations in order to meet operational needs of the Alliance.

         Acquisitions  in the Fiscal  Year  Ended  March 31,  1998.  In 1998 the
Company completed two acquisitions. The first acquisition was Aunt Nellie's Farm
Kitchens,  which produces,  markets and sells fruit and vegetable  products from
their  plants in the  midwest,  for  approximately  $24.3  million.  The  second
acquisition  was the Curtice Burns canned  branded and private  label  vegetable
business for approximately $29.4 million.

         Results of Operations.  Net sales for 1998 were $703.2  million,  which
includes $277.1 million sold under the Alliance.  Net sales for 1997 were $730.1
million,  which includes  $391.7 million sold under the Alliance with Pillsbury.
Net sales for 1996 were $508.0  million,  which includes $168.0 million of sales
to Pillsbury under the Alliance.  In 1998 Non-Alliance  sales increased by $87.7
million. In 1997 Non-Alliance sales decreased by $1.6 million. If 1996 net sales
are compared with the last full year sales (1994), the increase for the two year
period is 22.7%  excluding the effect of the Alliance.  In 1998  vegetable  unit
sales increased due to the two acquisitions and the high pack levels of the last
two years.  Also in 1998 juice dollar sales  declined  $12.8 million or 7.8%. In
1997 vegetable  unit sales  increased due to getting higher packs than the prior
year. In 1997 vegetable unit prices  increased for part of the year but declined
later in the year due to excess  inventories.  In 1996 vegetable unit sales were
lower due to a less than budget pack.  Unit vegetable  selling prices dropped in
1996,  while apple  pricing  rose due to the  worldwide  shortage of  processing
apples.

         The 1997  results  include a $7.5 million gain on the sale of Moog Inc.
Class A Common Stock back to Moog and a gain on the sale of a Clifton Park,  New
York warehouse of $1.6 million.  The 1996 results include a non-recurring charge
of $15.1  million,  before income tax benefit,  due to a combination of start-up
costs related to the  Pillsbury  Alliance and severe  drought  conditions in New
York State  throughout  the entire  summer.  The Company  undertook an ambitious
capital  expenditure  program related to the Alliance.  In the relatively  short
time between the February  1995 closing of the Alliance and the beginning of the
1995 vegetable

                                     - 52 -

<PAGE>



pack, 37 separate major capital projects needed to be completed. There were some
unforeseen  problems related to a few of these projects,  mostly in the New York
plants.  Some of the used  equipment  transferred  from the  closed  plants  had
operating  difficulties  and were  not  always  easily  repaired,  thus  causing
downtime.  Therefore,  plant  throughput  and  yields  were poor at some  plants
resulting in unfavorable  manufacturing  variances.  The problems were magnified
when the  drought  and the hot weather  conditions  forced the uneven  timing of
maturities of vegetables.

         In 1998 earnings decreased for the following reasons: (i) lower selling
prices on vegetables  due to an ongoing  industry  oversupply due in part to the
second  consecutive  above budget pack,  (ii) apple product price  declines were
greater than apple product cost declines, and (iii) a decline in the consumption
of frozen  concentrates  put  further  pressure  on  pricing.  In 1997  earnings
increased  for the  following  reasons:  (i) the Moog Inc.  gain of $7.5 million
detailed above,  (ii) higher vegetable  selling prices for part of the year, and
(iii) greater sales under the Alliance Agreement produced  additional  earnings.
In 1996  earnings  decreased for the  following  reasons:  (i) the $15.1 million
non-recurring  charge detailed above, (ii) higher apple cost of product sold due
to a world-wide shortage of processing apples, and (iii) lower selling prices on
vegetables due to an ongoing industry oversupply.

         In 1996, the Company  changed its inventory  valuation  method from the
lower of cost;  last-in,  first-out;  or market to the lower of cost;  first-in,
first-out;  or  market.  The  major  reason  for  the  change  is  the  Alliance
inventories are on the first-in,  first-out  method which represent the majority
of the Company's inventory dollars. The change has been applied retroactively by
restating the financial statements of prior years.

         In general,  inflation  played a relatively small role in the operating
results and cash flows of 1998, 1997, and 1996 since the Company depreciates its
fixed assets under accelerated depreciation methods for tax purposes.

         New  Accounting  Pronouncements.  Three new  accounting  standards were
issued during the past year that the Company must comply with beginning in 1999.
They are (i) SFAS No. 130, "Reporting  Comprehensive Income"; (ii) SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information"; and (iii)
SFAS No. 132,  "Employers'  Disclosures about Pensions and Other  Postretirement
Benefits."   These  standards   expand  or  modify  current   disclosures   and,
accordingly,  will have no impact on the Company's reported financial  position,
results of operations and cash flows.

         Year 2000.The Company recognizes the need to ensure its operations will
not be adversely impacted by Year 2000 software failures.  Software failures due
to processing errors  potentially  arising from calculations using the Year 2000
data are a known risk.  The Company is in the process of replacing some systems,
which are known not to be Year 2000  compliant,  and updating  others to be Year
2000 compliant.  The Company is addressing the computing  environment along with
any other systems in the operating  facilities,  which may also not be Year 2000
compliant.  The Company is using  internal  resources  to make systems Year 2000
compliant as much as possible  only using  external  resources  for  specialized
equipment,  which is mostly at our plants.  The total cost of compliance,  above
and beyond normal software upgrades, is not expected to exceed $750,000.00.


                                     - 53 -

<PAGE>



              PRICE RANGE OF COMMON STOCK AND DISTRIBUTION HISTORY


         The  Company's  common  stock is traded on the  Nasdaq  National  Stock
Market.  The high and low sales prices of the Company's  common stock during the
periods indicated are shown below.
<TABLE>
<CAPTION>

Class A:                               1998                                1997                                1996
                             -------------------------------------------------------------------------------------------------
         Quarter               High              Low               High              Low               High              Low
------------------------------------------------------------------------------------------------------------------------------
         <S>                   <C>            <C>                  <C>            <C>                  <C>            <C>

         First                 $18.75         $16.75               $18.00         $14.75               $   __         $   __
         Second                 18.50          16.75                17.75          15.75                20.00          19.50
         Third                  18.25          16.50                17.00          15.00                19.75          15.00
         Fourth                 17.62          15.75                18.75          15.00                19.00          15.25



Class B:                                1998                                1997                                1996
                             --------------------------------------------------------------------------------------------------
         Quarter               High               Low              High                Low             High               Low
-------------------------------------------------------------------------------------------------------------------------------
         First                 $18.50          $16.75              $18.00           $14.50             $17.88          $16.75
         Second                 18.50           16.75               17.75            16.00              22.00           17.25
         Third                  18.25           16.50               17.50            15.25              21.25           16.50
         Fourth                 17.25           15.50               19.00            15.25              20.00           16.00

</TABLE>


         The  Company  may pay  common  dividends  only  from  consolidated  net
earnings  available for  distribution,  of which there were none as of March 31,
1998.  Payment of dividends to common  stockholders is made at the discretion of
the Company's Board of Directors and depends,  among other factors, on earnings,
capital requirements,  and the operating and financial condition of the Company.
The  Company  has not  declared  or paid a dividend  on its Common  Stock  since
____________. See "Risk Factors--No Dividends."


                        DIRECTORS AND EXECUTIVE OFFICERS

Directors. The following table sets forth certain information with respect to
the Company's directors:

<TABLE>
<CAPTION>

                                                                                                                  Served
                                                                                                                    as
Director                        Principal Occupation for Past Five Years(1)                          Age         Director
                                                                                                                  Since
--------                        -------------------------------------------                          ---         --------
<S>                             <C>                                                                  <C>         <C>


Robert T. Brady                 President and Chief Executive Officer of Moog Inc., East               57          1989
                                Aurora, New York (manufacturer of control systems).(2)

David L. Call                   Emeritus Dean and Professor of the College of Agriculture              66          1985
                                and Life Sciences, Cornell University, Ithaca, New York,
                                since 1995; Dean of the College of Agriculture and Life
                                Sciences, until 1995.(3)

Edward O. Gaylord               President of Gaylord & Company, Houston, Texas (venture                66          1975
                                capital) and the Chairman of EOTT Energy Corporation,
                                Houston, Texas (oil trading and transportation).(4)

G. Brymer Humphreys             President, Humphreys Farm Inc., New Hartford, New York.                57          1983


                                                     - 54 -

<PAGE>





Kraig H. Kayser                 President and Chief Executive Officer of the Company since             37          1985
                                1993 and Vice President, Secretary and Chief Financial
                                Officer of the Company until 1993.(5)

Susan W. Stuart(6)              Marketing Consultant, Fairfield, Connecticut.                          43          1986


Arthur S. Wolcott(6)            Chairman of the Company.                                               72          1949

Andrew M. Boas                  General Partner, Carl Marks Management Company, L.P., New York,        43            --
                                New York (Registered Investment Advisor); President, Carl Marks 
                                Offshore Management, Inc.; Managing Director, CMCO, Inc.; 
                                Vice President, CM Capital; Vice President, Carl Marks & Co., Inc.

Arthur H. Baer                  President, Hudson Valley Publishing, Inc., Albany, New York            51            --
                                (Media Company) since 1998; President, Xyan Inc, from 1996 to 1998;
                                Dean, College of Business and Administration, Drexel University 
                                until 1996

<FN>

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

(2)  Mr. Brady is also a director of the following publicly-held  companies:
     Acme  Electric   Corporation,   East  Aurora,  New  York  (manufacturer  of
     electronic power supplies);  Astronics Corporation,  Orchard Park, New York
     (manufacturer of specialty niche products); M&T Bank Corporation (formerly,
     First Empire State Corporation),  Buffalo, New York (bank holding company);
     and National  Fuel Gas Corp.,  Buffalo,  New York  (integrated  natural gas
     company).

(3)  Dr. Call is also a trustee for the following publicly-held company: Mutual
     of New York Insurance Company, New York, New York.

(4)  Mr. Gaylord  is also a  director of  the following publicly-held companies:
     Essex International, Inc.,  Fort Wayne,  Indiana  (developer,  manufacturer
     and  distributor of  copper  electrical  wire and cable  products);  Kinder
     Morgan Energy  Partners,  L.P.,  Houston,  Texas  (coal  terminal  and oil 
     and gas pipeline  operations); and Imperial Holly  Corporation,  Sugarland,
     Texas (sugar manufacturer).

(5)  Mr. Kayser is also a director of the following publicly-held  company: Moog
     Inc., East Aurora, New York (manufacturer of control systems).

(6)  Susan W. Stuart and Arthur S. Wolcott are daughter and father.
</FN>
</TABLE>


<TABLE>


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

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

Arthur S. Wolcott               See table under "Election of Directors."                               72          1949

Kraig H. Kayser                 See table under "Election of Directors."                               37          1991

Philip G. Paras                 Vice President-Finance of the Company since 1996 and                   37          1996
                                Treasurer of the Company since 1997; Vice President of the
                                Chase Manhattan Bank, Syracuse, New York, 1993 until
                                1996.

Jeffrey L. Van Riper            Secretary and Controller of the Company.                               41          1986

Sarah S. Mortensen              Assistant Secretary of the Company.                                    53          1986

--------------------------------------------------------------------
<FN>

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



                                                     - 55 -

<PAGE>



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, 1998, 1997 and 1996.


<TABLE>
<CAPTION>

                                                                                                       Annual Compensation
            Name of Individual and                                 Fiscal                              -------------------
             Principal Position                                    Year                            Salary                 Bonus
           ----------------------                                 ------                           ------                 -----
<S>                                                               <C>                         <C>                        <C>       

Arthur S. Wolcott                                                  1998                       $    336,000               $  ---
  Chairman and Director                                            1997                            340,000                  ---
                                                                   1996                            340,000                  ---

Kraig H. Kayser                                                    1998                       $    292,000               $  ---
  President, Chief Executive                                       1997                            287,000                  ---
  Officer and Director                                             1996                            287,000                  ---


</TABLE>



                                     - 56 -

<PAGE>



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 "1986 Act"), 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
$130,000.

     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 (based
on the maximum  Social  Security  benefit in effect for the calendar year ending
December 31, 1997):


<TABLE>
<CAPTION>

     Five Highest
     Consecutive                                                              ANNUAL BENEFITS
   Years' Earnings
                       -------------------------------------------------------------------------------------------------------------
                                15 Years                 20 Years                 25 Years                 30 Years        35 Years
                                --------                 --------                 --------                 --------        --------
       <S>                      <C>                      <C>                      <C>                      <C>             <C>

      $ 90,000                 $ 13,500                  $17,900                  $22,400                  $26,900         $31,300

       120,000                   19,900                   25,100                   31,400                   37,700          43,900

       150,000                   27,400                   32,300                   40,400                   48,500          56,500

  180,000 or higher              28,400                   33,300                   41,600                   49,900          58,200

</TABLE>


     Under the Plan,  Arthur S.  Wolcott and Kraig H. Kayser have 49 years and 6
years of credited service,  respectively.  Their compensation during fiscal year
1998  covered by the Plan was  $336,000  for Mr.  Wolcott and  $292,000  for Mr.
Kayser.  The Code  limits  the  amount of  compensation  that can be taken  into
account in calculating retirement benefits (for 1998 the limit is $160,000).


Directors' Fees

     During fiscal year 1998, directors were paid a fee of $1,000 per month. Any
director who is also an officer of the Company receives no director's fee.



                                     - 57 -

<PAGE>



Stock Options

     No options were  granted or exercised in the period from April 1, 1997,  to
the date of this Prospectus,  nor were any unexpired  options held at the latter
date by any officer or director of the Company.


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 Company's
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 1998
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 Vegetable,  Juice 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.

     The bonuses earned by the Company's Named Officers for the 1998 fiscal year
are included in the executive  compensation  table above. No bonuses were earned
in 1998, 1997 or 1996 under the Plan.


Compensation Committee Interlocks and Insider Participation

     Mr.  Kayser serves as a member of the  Compensation  Committee of Moog Inc.
and as a director  on its  Board.  Mr.  Brady,  who is the  President  and Chief
Executive Officer of Moog Inc., serves as a director on Company's Board. Members
of the Company's Compensation Committee are David L. Call (Chairman),  Edward O.
Gaylord and Susan W. Stuart.

                                     - 58 -

<PAGE>
                             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 and 10% Series B Preferred  Stock by each  director  and by all
directors and officers as a group as of July 6, 1998  (assuming the (i) purchase
of an aggregate of 3,666,667 shares of New Preferred Stock by the New Investors;
(ii) the conversion of the New Preferred Stock into 3,666,667  shares of Class A
Common Stock by the New Investors;  and (iii) the exercise of each of the Rights
issued to the Related  Marks  Shareholders;  ("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):
<TABLE>
<CAPTION>

           Name                           Title of Class                     Shares Beneficially
                                                                                     Owned(1)               Percent of Class
                                                                            Prior to          After         Prior to       After
                                                                            Offering        Offering        Offering     Offering
           ----                            -------------                    --------        --------        --------     --------
<S>                          <C>                                          <C>             <C>             <C>           <C>    

Edward O. Gaylord            Class A Common Stock                                4,544           4,544        --- (2)      --- (2)
                             Class B Common Stock                                4,544           4,544        --- (2)      --- (2)
G. Brymer Humphreys          Class A Common Stock                                  800             800        --- (2)      --- (2)
                             Class B Common Stock                                  800             800        --- (2)      --- (2)
Kraig H. Kayser              Class A Common Stock (3)                          269,929         269,929       8.60%        3.70%
                             Class B Common Stock (4)                          278,329         278,329      10.00        10.00
                             6% Preferred Stock (5)                              8,000           8,000       4.00         4.00
                             10% Series A Preferred Stock (6)                  173,812         173,812      42.70        42.70
                             10% Series B Preferred Stock (7)                  165,080         165,080      41.30        41.30
David L. Call                Class A Common Stock (8)                              600             600        --- (2)      --- (2)
                             Class B Common Stock (8)                              600             600        --- (2)      --- (2)
Susan W. Stuart              Class A Common Stock (9)                          186,151         186,151       5.90         2.55
                             Class B Common Stock (10)                         191,733         191,733       6.90         6.90
                             6% Preferred Stock                                 25,296          25,296      12.60        12.60
Arthur S. Wolcott            Class A Common Stock (11)                         252,549         252,549       8.00         3.46
                             Class B Common Stock (12)                         264,634         264,634       9.50         9.50
                             6% Preferred Stock (13)                            63,288          63,288      31.60        31.60
                             10% Series A Preferred Stock (14)                 212,840         212,840      52.30        52.30
                             10% Series B Preferred Stock (15)                 212,200         212,200      53.00        53.00
Andrew M. Boas               Class A Common Stock (16)                               0       3,666,667        --- (2)    50.27
All directors and            Class A Common Stock (18)                         481,759       4,632,514      15.30        63.51
officers as a group (17)     Class B Common Stock (19)                         509,826         509,826      18.20        18.20
                             6% Preferred Stock (20)                            96,584         296,584      48.30        48.30
                             10% Series A Preferred Stock (21)                 386,652         386,652      94.90        94.90
                             10% Series B Preferred Stock (22)                 377,280         377,280      94.30        94.30
<FN>


                  (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 shares
                           of Preferred Stock,  respectively,  for each share of
                           Common Stock.

                  (2)      Less than 1.0%.

                  (3)      Mr. Kayser has sole voting and investment  power over
                           51,928  shares of Class A Common  Stock  owned by him
                           and sole voting but no  investment  power over 24,950
                           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 76,644  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) 6,117 shares held by the Company's
                           Tax Credit  Employee Stock  Ownership Plan Trust (the
                           "PAYSOP"),  of which Mr.  Kayser is a  trustee;  (ii)
                           78,188  shares held by the Seneca  Foods  Corporation
                           Employees' Pension Benefit Plan (the "Pension Plan"),
                           of which Mr.  Kayser is a trustee;  and (iii)  32,102
                           shares  held  by the  Seneca  Foods  Foundation  (the
                           "Foundation"), of which Mr. Kayser is a director. The
                           shares  reported  in the  table  do not  include  (i)
                           14,912  shares  owned by Mr.  Kayser's  mother,  (ii)
                           19,000 shares held in trust for Mr. Kayser's  mother,
                           or  (iii)  10,534  shares  held by the  Seneca  Foods
                           Corporation   Employees  Savings  Plan  (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  PAYSOP,  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.

                  (4)      Mr. Kayser has sole voting and investment  power over
                           53,628  shares of Class B Common  Stock  owned by him
                           and sole voting but no  investment  power over 32,650
                           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 76,644  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) 6,117 shares held by the PAYSOP, of
                           which Mr.  Kayser is a trustee;  (ii)  78,188  shares
                           held by the Pension  Plan,  of which Mr.  Kayser is a
                           trustee;   and  (iii)  31,102   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; (ii) 19,000 shares held
                           in trust for Mr.  Kayser's  mother;  and (iii)  3,916
                           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 PAYSOP,  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.

                  (5)      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 the table under
                           "--Principal Owners of Voting Stock."

                  (6)      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 note
                           3 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.

                  (7)      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
                           3 and 4 above.  These  shares  are  convertible  into
                           5,502 shares of Class A Common Stock and 5,502 shares
                           of Class B Common Stock.

                  (8)      Dr.  Call has sole voting and  investment  power over
                           200 shares of Class A Common  Stock and 200 shares of
                           Class B Common  Stock he owns.  He has shared  voting
                           and  investment  power  over  400  shares  of Class A
                           Common  Stock and 400 shares of Class B Common  Stock
                           owned jointly with his spouse.

                  (9)      The shares in the table  include (i) 11,276 shares of
                           Class A Common  Stock held by Ms.  Stuart's  husband;
                           (ii) 2,594 shares owned by her sister's son, of which
                           Ms. Stuart is the trustee; (iii) 6,117 shares held by
                           the PAYSOP,  of which Ms.  Stuart is a trustee;  (iv)
                           78,188  shares held by the Pension Plan, of which Ms.
                           Stuart is a trustee;  and (v) 32,102  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 by the PAYSOP, the Pension
                           Plan  and  the   Foundation   and  sole   voting  and
                           investment  power with respect to the shares owned by
                           her sister's son. She disclaims  beneficial ownership
                           of the shares held by her husband.

                  (10)     The shares in the table  include (i) 12,668 shares of
                           Class B Common  Stock held by Ms.  Stuart's  husband;
                           (ii) 6,392  shares  owned by her  sister's  sons,  of
                           which Ms.  Stuart is the trustee;  (iii) 6,117 shares
                           held by the PAYSOP, of which Ms. Stuart is a trustee;
                           (iv) 78,188 shares held by the Pension Plan, of which
                           Ms.  Stuart is a trustee;  and (v) 31,102 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 by the  PAYSOP,  the
                           Pension Plan and the  Foundation  and sole voting and
                           investment  power with respect to the shares owned by
                           her sister's sons. She disclaims beneficial ownership
                           of the shares held by her husband.

                  (11)     The shares in the table  include (i) 46,826 shares of
                           Class A Common Stock held by Mr. Wolcott's wife; (ii)
                           6,117 shares held by the PAYSOP, of which Mr. Wolcott
                           is a trustee; (iii) 78,188 shares held by the Pension
                           Plan,  of which Mr.  Wolcott is a  trustee;  and (iv)
                           32,102  shares held by the  Foundation,  of which Mr.
                           Wolcott is a  director.  The shares  reported  in the
                           table do not include  (i)  278,540  shares of Class A
                           Common Stock held directly by Mr. and Mrs.  Wolcott's
                           offspring  and  their  families  (including  Susan W.
                           Stuart)  or (ii)  10,534  shares  held by 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 PAYSOP, 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.

                  (12)     The shares in the table  include (i) 34,338 shares of
                           Class B Common Stock held by Mr. Wolcott's wife; (ii)
                           6,117 shares held by the PAYSOP, of which Mr. Wolcott
                           is a trustee; (iii) 78,188 shares held by the Pension
                           Plan,  of which Mr.  Wolcott is a  trustee;  and (iv)
                           31,102  shares held by the  Foundation,  of which Mr.
                           Wolcott is a director. The shares in the table do not
                           include  (i) 316,516  shares of Class B Common  Stock
                           held directly by Mr. and Mrs. Wolcott's offspring and
                           their  families  (including  Susan W. Stuart) or (ii)
                           3,916 shares held by 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 PAYSOP,  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.

                  (13)     Includes  30,444  shares of 6%  Preferred  Stock held
                           under  a  shareholder  voting  agreement  giving  Mr.
                           Wolcott  sole  voting  power of the  shares,  but not
                           investment  power  or  beneficial  ownership  of  the
                           shares.   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.

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

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

                  (16)     Includes 3,666,667 shares owned by the New Investors
                           as to which Mr. Boas disclaims beneficial ownership.

                  (17)     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.

                  (18)     See notes 3, 8, 9, 11, 16 and 17 above.

                  (19)     See notes 4, 8, 10 and 12 above.

                  (20)     See notes 5 and 13 above.

                  (21)     See notes 6 and 14 above.

                  (22)     See notes 7 and 15 above.

</FN>
</TABLE>

                  Principal  Owners of Voting Stock.  The  following  table sets
forth, as of July 1, 1998, 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  Commission  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 are
currently  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 as held
"After Offering"  assumes (i) the issuance to the New Investors of 3.667 million
shares of New Preferred  Stock and the conversion of those shares into shares of
Class A Common  Stock;  (ii) the exercise by the Related Marks  Shareholders  of
their Rights and the conversion of shares pursuant  thereto into shares of Class
A Common Stock; and (iii) that no other shareholders exercise their Rights.


<PAGE>




<TABLE>

                           6% Preferred Stock

<CAPTION>

                                                  Amount of Shares and Nature of Beneficial Ownership
Name and Address                         Sole Voting          Shared Voting and        Total        Percent of Total
                                                                                       -----        ----------------
of Beneficial Owner                 and Investment Power      Investment Power
-------------------                 --------------------      ----------------
<S>                                 <C>                       <C>                       <C>          <C>   

Arthur S. Wolcott (1)                             32,844              30,444 (2)         63,288               31.6%
L. Jerome Wolcott, Sr. Trust                         ---              30,444 (3)         30,444               15.2
Southbury, Connecticut
Kurt C. Kayser                                   27,536 (4)              ---             27,536               13.8
Sarasota, Florida
Susan W. Stuart                                  25,296 (5)              ---             25,296               12.6
Fairfield, Connecticut
Bruce S. Wolcott                                 25,296 (5)              ---             25,296               12.6
Canandaigua, New York
Grace W. Wadell                                  25,292 (5)              ---             25,292               12.6
Bala Cynwyd, Pennsylvania
Mark S. Wolcott                                  25,292 (5)              ---             25,292               12.6



                           10% Series A Preferred Stock


                                                  Amount of Shares and Nature of Beneficial Ownership
Name and Address                         Sole Voting          Shared Voting and        Total       Percent of Total
                                                                                       -----       ----------------
of Beneficial Owner                 and Investment Power      Investment Power
-------------------                 --------------------      ----------------
Arthur S. Wolcott                               212,840 (6)           ---             212,840                52.3%
Kraig H. Kayser (7)                              32,168           141,644 (8)         173,812                42.7
Hannelore Wolcott                                20,588               ---              20,588                 5.1
Penn Yan, New York

                           10% Series B Preferred Stock

                                                 Amount of Shares and Nature of Beneficial Ownership
Name and Address                       Sole Voting           Shared Voting and         Total        Percent of Total
                                                                                       -----        ----------------
of Beneficial Owner                and Investment Power       Investment Power
-------------------                --------------------       ----------------
Arthur S. Wolcott                              212,200 (9)           ---              212,200                53.0%
Kraig H. Kayser                                    ---           165,080 (10)         165,080                41.3
Hannelore Wolcott                               22,720               ---               22,720                 5.7


<PAGE>




                           Class B Common Stock

                                                 Amount of Shares and Nature of Beneficial Ownership
Name and Address                       Sole Voting           Shared Voting and          Total        Percent of Total
                                                                                        -----        ----------------
of Beneficial Owner                and Investment Power       Investment Power
-------------------                --------------------       ----------------
Edwin S. Marks (11) (12)                           145,000          335,088             480,088              17.2%
Kraig H. Kayser                                     53,628          224,701  (13)       278,329              10.0
Arthur S. Wolcott                                  114,889          149,745  (14)       264,634               9.5
CMCO, Inc. (15)                                    232,568              ---             232,568               8.3
Susan W. Stuart                                     57,266          134,467  (16)       191,733               6.9
Hansen Fruit & Cold Storage                        170,500              ---             170,500               6.1
Co., Inc. (17)
</TABLE>
<TABLE>

                           Class A Common Stock
<CAPTION>

                                                        Amount of Shares and Nature of Beneficial Ownership
Name and Address                       Sole Voting             Shared Voting and               Total             Percent of Total
                                                                                               -----             ----------------
of Beneficial Owner                and Investment Power         Investment Power
                                   Prior to       After       Prior to       After     Prior to      After     Prior to     After
                                   Offering     Offering      Offering      Offering   Offering    Offering    Offering   Offering
-------------------                --------     --------      --------      --------   --------    --------    --------   --------
<S>                                <C>          <C>           <C>           <C>        <C>         <C>         <C>        <C> 

Edwin S. Marks (11)(18)                145,000     290,000         343,088    682,176     488,088     972,176      15.5%      13.30%
Great Neck, New York
The Pillsbury Company                      ---         ---         346,570    346,570     346,570     346,570      11.0        4.75
Grant Metropolitan PLC
Minneapolis, Minnesota (19)
Kraig H. Kayser (20)                    51,928      51,928         218,001    218,001     269,929     269,929       8.6        3.70
Arthur S. Wolcott (21)                  89,316      89,316         163,233    163,233     252,549     252,549       8.0        3.46
CMCO, Inc. (15)                        232,568     465,136             ---        ---     232,568     465,136       7.4        6.38
New York, New York
Susan W. Stuart (22)                    55,874      55,874         130,277    130,217     186,151     186,151       5.9        2.55
Hansen Fruit & Cold Storage            170,500     170,500             ---        ---     170,500     170,500       5.4        2.34
Co., Inc. (17)
Yakima, Washington
Carl Marks Strategic                       ---   2,750,000            ---        ---         ---    2,750,000       ---       37.70
 Investments, L.P.
New York, New York
Carl Marks Strategic                       ---     825,000             ---        ---         ---     825,000       ---       11.31
 Investments II, L.P.
New York, New York
Uranus Fund, Ltd.                          ---      91,667             ---        ---         ---      91,667       ---        1.26
New York, New York


<PAGE>
<FN>

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

   (2)   See note 13 to the table under the heading "--Ownership by Management"
         and note 3 below.

   (3)   The L. Jerome  Wolcott,  Sr.  Trust does not have voting  power but has
         other attributes of beneficial  ownership with respect to these shares,
         which  are also  included  in Arthur S.  Wolcott's  shares  (see note 2
         above).

   (4)   These shares are included in the shares described in note 5 to the 
         table under the heading "--Ownership by Management."

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

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

   (7)   Business address: 1162 Pittsford-Victor Road, Pittsford, New York 14534.

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

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

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

   (11)  Based on a statement  on Schedule  13D filed by Edwin S. Marks with the
         Commission  (as most recently  amended in July 1998).  See also note 16
         below.

   (12)  Edwin S. Marks  shares  voting and  dispositive  power with  respect to
         102,520  of  these  shares  with  his  wife.  He  disclaims  beneficial
         ownership  of his  wife's  shares.  The  balance  of the shares in this
         column are owned by CMCO, Inc. See notes 11 and 12 above.

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

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

   (15)  Based on a  statement  on  Schedule  13D filed by CMCO,  Inc.  with the
         Commission  (as most recently  amended in July 1998).  CMCO,  Inc. is a
         private  holding company of which Edwin S. Marks is the President and a
         shareholder. See also note 11 above and note 19 below.

   (16)  See note 10 to the table under the heading "--Ownership by Management."

   (17)  Based on a  statement  on  Schedule  13D filed with the  Commission  by
         Hansen  Fruit & Cold  Storage Co.,  Inc.  ("Hansen  Fruit") in November
         1988.  According to the Schedule 13D, Gary Hansen,  the President and a
         director of Hansen Fruit,  has sole voting and  dispositive  power over
         the indicated shares.

   (18)  Edwin S. Marks  shares  voting and  dispositive  power with  respect to
         110,520 of these shares with his wife and his  daughters.  He disclaims
         beneficial ownership of these shares. The balance of the shares in this
         column are owned by CMCO, Inc. See note 16 below.

   (19)  Based on a statement on Schedule 13D filed by Pillsbury and Grand 
         Metropolitan with the Commission in March 1996.

   (20)  See note 3 to the table under the heading "--Ownership by Management."

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

   (22)  See note 9 to the table under the heading "--Ownership by Management."
</FN>
</TABLE>

                                                     - 65 -

<PAGE>




                                  LEGAL MATTERS

     Jaeckle Fleischmann & Mugel, LLP, Buffalo,  New York will pass upon certain
legal matters for the Company with respect to the shares offered hereby.


                                     EXPERTS

     The  consolidated   financial   statements  and  the  related  consolidated
financial  statement  schedule  included in this Prospectus as of March 31, 1998
and 1997 and for each of the three years in the period  March 31, 1998 have been
audited  by  Deloitte & Touche  LLP,  independent  auditors,  as stated in their
reports,  which are included herein,  and have been so included in reliance upon
the reports of such firm given upon their authority as experts in accounting and
auditing.




<PAGE>



                          INDEX TO FINANCIAL STATEMENTS


                                                                         Page
                                                                         ----

Independent Auditors' Report..............................................F-2

Consolidated Statements of Net Earnings for the years ended March 31,
     1998, 1997 and 1996..................................................F-3

Consolidated Balance Sheets as of March 31, 1998 and 1997.................F-4

Consolidated Statements of Cash Flows for the years ended March 31, 1998,
     1997 and 1996........................................................F-5

Consolidated Statements of Stockholders' Equity for the years ended
     March 31, 1998, 1997 and 1996 .......................................F-6

Notes to Consolidated Financial Statements................................F-7





                                       F-1

<PAGE>



Independent Auditors' Report

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

We have audited the  accompanying  consolidated  balance  sheets of Seneca Foods
Corporation  and  subsidiaries  as of March 31,  1998 and 1997,  and the related
consolidated  statements of net earnings,  stockholders'  equity, and cash flows
for each of the three years in the period ended March 31, 1998.  These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  such consolidated  financial  statements present fairly, in all
material  respects,  the  financial  position of Seneca  Foods  Corporation  and
subsidiaries as of March 31, 1998 and 1997, and the results of their  operations
and their cash flows for each of the three  years in the period  ended March 31,
1998 in conformity with generally accepted accounting principles.





Deloitte & Touche LLP
Rochester, New York
May 22, 1998 (June 16, 1998 as to Note 4)


                                       F-2

<PAGE>


<TABLE>


Consolidated Statements of Net Earnings

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



<CAPTION>

Years ended March 31,                                                             1998             1997              1996

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


Revenue:
   Net sales                                                                 $ 703,220        $ 730,135         $ 507,988
   Other income                                                                     --            8,308             4,271
                                                                               -------          -------           -------



                                                                               703,220          738,443           512,259



Costs and expenses:
   Cost of product sold                                                        649,841          669,261           452,584
   Selling, general, and administrative expense                                 35,056           28,609            31,640
   Interest expense, net of interest income of $109, $185, and
     $180, respectively                                                         26,780           28,827            28,157
   Non-recurring charge                                                             --               --            15,078
                                                                               -------          -------           -------



                                                                               711,677          726,697           527,459

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



Earnings (loss) before income taxes                                             (8,457)          11,746           (15,200)
Income taxes                                                                    (3,313)           4,215            (5,053)
                                                                              ----------------------------------------------



   Net earnings (loss)                                                       $  (5,144)       $   7,531         $ (10,147)
==========================================================================================================================



Basic earnings (loss) per common share                                       $    (.87)       $    1.27         $  (1.81)
==========================================================================================================================



Diluted earnings (loss) per common share                                     $    (.87)       $    1.25         $   (1.81)
==========================================================================================================================

<FN>

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

                                                                F-3

<PAGE>


<TABLE>

Consolidated Balance Sheets

Seneca Foods Corporation and Subsidiaries
(In thousands)
<CAPTION>

March 31,                                                                                              1998               1997

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


Assets:
Current Assets:
   Cash and short-term investments                                                               $   4,077             $   1,584
   Accounts receivable, less allowance for doubtful accounts
     of $207 and $200, respectively                                                                 48,647                36,477
   Inventories:
     Finished products                                                                             118,067                90,414
     In process                                                                                     25,440                25,357
     Raw materials and supplies                                                                     50,537                42,426
   Refundable income taxes                                                                           1,576                    --
   Deferred tax asset                                                                                3,870                 6,156
   Prepaid expenses                                                                                  1,680                 4,432
                                                                                        -----------------------------------------
       Total Current Assets                                                                        253,894               206,846

---------------------------------------------------------------------------------------------------------------------------------
Other Assets                                                                                         2,624                 1,738
---------------------------------------------------------------------------------------------------------------------------------
Property, Plant, and Equipment:
   Land                                                                                              6,117                 5,449
   Building                                                                                         99,708                88,959
   Equipment                                                                                       287,899               261,444

                                                                                        -----------------------------------------
                                                                                                   393,724               355,852

Less accumulated depreciation and amortization                                                     175,316               148,413

                                                                                        -----------------------------------------
       Net Property, Plant, and Equipment                                                          218,408               207,439

---------------------------------------------------------------------------------------------------------------------------------
         Total Assets                                                                            $ 474,926             $ 416,023
=================================================================================================================================

Liabilities and Stockholders' Equity
Current Liabilities:
   Notes payable                                                                                 $  62,270             $  18,000
   Accounts payable                                                                                 46,540                24,435
   Accrued expenses                                                                                 21,210                21,996
   Current portion of long-term debt and capital lease obligations                                  11,575                 9,465
   Income taxes                                                                                         --                   599
                                                                                          --------------------------------------
     Total Current Liabilities                                                                     141,595                74,495
Long-Term Debt                                                                                     219,023               214,848
Capital Lease Obligations                                                                            8,835                 9,280
Deferred Gain and Other Liabilities                                                                  8,750                 7,867
Deferred Income Taxes                                                                                7,598                15,797
Commitments (Note 5)                                                                                   --                     --
                                                                                       -----------------------------------------
       Total Liabilities                                                                           385,801               322,287
---------------------------------------------------------------------------------------------------------------------------------
Stockholders' Equity:
   Preferred stock                                                                                      70                    70
   Common stock                                                                                      2,666                 2,666
                                                                                        -----------------------------------------
     Total Capital Stock                                                                             2,736                 2,736
   Additional paid-in capital                                                                        5,913                 5,913
   Net unrealized gain on available-for-sale securities                                              1,026                   435
   Retained earnings                                                                                79,450                84,652
                                                                                       -----------------------------------------
       Total Stockholders' Equity                                                                   89,125                93,736

---------------------------------------------------------------------------------------------------------------------------------
         Total Liabilities and Stockholders' Equity                                              $ 474,926             $ 416,023
=================================================================================================================================

<FN>

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

                                                                F-4

<PAGE>


<TABLE>

Consolidated Statements of Cash Flows

Seneca Foods Corporation and Subsidiaries
(In thousands)
<CAPTION>

Years ended March 31,                                                                    1998              1997               1996
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>                <C>               <C>



Cash flows from operating activities:
   Net earnings (loss)                                                              $  (5,144)        $   7,531         $  (10,147)
   Adjustments to reconcile net earnings (loss) to
     net cash provided (used) by operations:
       Depreciation and amortization                                                   28,849            26,338             23,563
       Deferred income taxes                                                           (6,231)           (1,868)            (2,215)
       Gain on the sale of assets                                                          --            (8,308)            (4,271)
       Changes in operating assets and liabilities:
         Accounts receivable                                                           (8,083)           14,641            (18,517)
         Inventories                                                                   (7,154)           71,562            (91,646)
         Prepaid expenses                                                               2,907            (3,391)              (240)
         Accounts payable, accrued expenses and other liabilities                      18,679           (23,327)            21,376
         Income taxes                                                                  (2,175)            6,653             (3,985)
                                                                                      --------           ------            --------
       Net cash provided by (used in) operations                                       21,648            89,831            (86,082)
------------------------------------------------------------------------------------------------------------------------------------



Cash flows from investing activities:
   Acquisitions                                                                       (53,672)               --                 --
   Additions to property, plant, and equipment                                        (15,693)          (11,650)           (67,897)
   Disposals of property, plant, and equipment                                            135               699                876
   Proceeds from sale of common stock of Moog Inc.                                         --            12,863                 --
   Proceeds from the sale of assets                                                        --             4,643              8,904
                                                                                      -------            ------             ------
       Net cash provided by (used in) investing activities                            (69,230)            6,555            (58,117)
-----------------------------------------------------------------------------------------------------------------------------------



Cash flows from financing activities:
   Net (payments) borrowings on notes payable                                          44,270           (95,000)           113,000
   Proceeds from issuance of long-term debt and
     sale and leaseback                                                                15,106             1,343              9,258
   Payments of long-term debt and capital lease obligations                            (9,266)           (2,572)            (3,068)
   Dividends paid                                                                         (58)               --                (12)
   Other assets                                                                            23               130               (220)
                                                                                       ------            ------            --------
       Net cash provided by (used in) financing activities                             50,075           (96,099)           118,958
-----------------------------------------------------------------------------------------------------------------------------------




Net increase (decrease) in cash and short-term investments                              2,493               287            (25,241)
Cash and short-term investments, beginning of year                                      1,584             1,297             26,538
                                                                                        -----             -----             ------
Cash and short-term investments, end of year                                        $   4,077         $   1,584         $    1,297
====================================================================================================================================


Supplemental  disclosures of cash flow information:
  Cash paid (received) during the year for:
     Interest                                                                       $  28,042         $  28,751         $   26,480
     Income taxes                                                                       5,092              (570)             1,147
Supplemental information of noncash investing and financing activities:

         In 1997 an  additional  $7,558  was  added to the  secured  nonrecourse
     subordinated note in conjunction with the acquisition of additional assets.
     In 1996 the Company  reached an agreement  with Pillsbury to convert $6,000
     of its subordinated note into the Company's Class A Common Stock.

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


<FN>

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

                                                                F-5

<PAGE>



<TABLE>

Consolidated Statements of Stockholders' Equity

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

<CAPTION>

                                Preferred Stock
                        --------------------------------
                                      6%      Class A 10%
                         Cumulative Par    Cumulative Par                                                 Net Unrealized
                             Value $.25       Value $.025          Class A           Class B  Additional  Gain (Loss) on
                        Callable at Par       Convertible     Common Stock      Common Stock     Paid-In  Available-For-   Retained
                                 Voting            Voting   Par Value $.25    Par Value $.25     Capital  Sale Securities  Earnings

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

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


Shares authorized               200,000         1,400,000       10,000,000        10,000,000

===========================================================================================
Shares issued and outstanding:

    March 31, 1996              200,000           807,240        3,143,125        2,796,555
============================================================================================
    March 31, 1997              200,000           807,240        3,143,125        2,796,555
============================================================================================
    March 31, 1998              200,000           807,240        3,143,125        2,796,555
============================================================================================

Balance March 31, 1995              $50             $  20            $  --          $  1,880      $     --      $   892    $ 87,979

   Net loss                          --                --               --                --            --           --     (10,147)
   Cash dividends paid
     on preferred stock              --                --               --                --            --           --         (12)
   Debt to equity conversion         --                --               87                --         5,913           --          --
   Stock split in the form of
   a dividend                        --                --              699                --            --           --        (699)
   Net unrealized gain change        --                --               --                --            --        4,277          --
------------------------------------------------------------------------------------------------------------------------------------

Balance March 31, 1996               50                20              786             1,880         5,913        5,169      77,121
   Net earnings                      --                --               --                --            --           --       7,531
   Net unrealized gain change        --                --               --                --            --       (4,734)         --
-----------------------------------------------------------------------------------------------------------------------------------

Balance March 31, 1997               50                20              786             1,880         5,913          435      84,652
   Net loss                          --                --               --                --            --           --      (5,144)
   Cash dividends paid
    on  preferred stock              --                --               --                --            --           --         (58)
   Net unrealized gain change        --                --               --                --            --          591          --
-----------------------------------------------------------------------------------------------------------------------------------

Balance March 31, 1998              $50             $  20            $ 786          $  1,880        $5,913       $1,026    $ 79,450
===================================================================================================================================


<FN>

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


                                                                       F-6

<PAGE>



Notes to Consolidated Financial Statements

Seneca Foods Corporation and Subsidiaries

1.  Summary of Significant Accounting Policies

Nature of Operations - The Company conducts its business almost entirely in food
processing,  operating 31 plants and  warehouses  in eight  states.  The Company
markets  branded and  private  label  processed  foods to retail  customers  and
institutional food distributors.

Principles of Consolidation - The consolidated  financial statements include the
accounts for the parent Company and all of its wholly-owned  subsidiaries  after
elimination of intercompany transactions, profits, and balances.

Revenue  Recognition  - Sales and related  cost of product  sold are  recognized
primarily upon shipment of products. When customers, under the terms of specific
orders,  request  that the Company  invoice  goods and hold the goods for future
shipment,  the Company recognizes revenue when legal title to the finished goods
inventory passes to the purchaser. Generally, the Company receives cash from the
purchaser when legal title passes.

Concentration of Credit Risk - Financial  instruments  that potentially  subject
the Company to credit risk  consist of trade  receivables  and  interest-bearing
investments.  With the exception of the relationship  with Pillsbury,  wholesale
and  retail  food  distributors  comprise  a  significant  portion  of the trade
receivables;   collateral  is  not  required.   The  risk  associated  with  the
concentration  is limited due to the large number of  wholesalers  and retailers
and their  geographic  dispersion.  The  Company  places  substantially  all its
interest-bearing  investments  with financial  institutions  and monitors credit
exposure.

Cash and  Short-Term  Investments  - The  Company  considers  all highly  liquid
instruments  purchased  with a maturity  of three  months or less as  short-term
investments.

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

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

Earnings per Common Share - Basic earnings per share are calculated on the basis
of Statement of Financial  Accounting  Standards ("SFAS") No. 128, "Earnings per
Share," which the Company  adopted in the fourth  quarter of 1998.  Earnings per
common  share  amounts of all prior  years have been  restated.  The  additional
shares and dividends were not considered in the diluted  calculation below since
diluting a loss is not allowed under SFAS No. 128.


                                       F-7

<PAGE>


Notes to Consolidated Financial Statements (continued)

A  reconciliation  of basic  earnings per share with diluted  earnings per share
follows:
<TABLE>
<CAPTION>

Years ended March 31                                                       1998                   1997                    1996
------------------------------------------------------------------------------------------------------------------------------------
                                                                                (In thousands, except per share amounts)
<S>                                                                        <C>                     <C>                  <C>

Basic
-----
Net earnings (loss)                                                        $  (5,144)              $   7,531             $ (10,147)
Deduct preferred stock dividends paid                                             58                      --                    12
                                                                            --------                 -------               -------
Basic net earnings (loss)                                                  $  (5,202)              $   7,531             $ (10,159)
====================================================================================================================================

Weighted average common shares outstanding                                     5,940                  5,940                  5,622
====================================================================================================================================

Basic earnings (loss) per share                                            $    (.87)           $      1.27             $    (1.81)
====================================================================================================================================

Diluted
-------
Basic net earnings (loss)                                                 $   (5,202)            $   7,531               $ (10,159)
Add dividends on convertible preferred stock                                      --                     --                      --
                                                                               -----                  -----                   -----
Net earnings applicable to common stock on                                $   (5,202)            $   7,531               $ (10,159)
  a diluted basis
====================================================================================================================================
Shares used in calculating basic earnings
  per share above                                                              5,940                  5,940                   5,622
Additional shares to be issued under full
  conversion of preferred stock                                                   --                     68                      --
                                                                               -----                  ------                  -----

Total shares for diluted                                                       5,940                  6,008                   5,622
====================================================================================================================================

Diluted earings (loss) per share                                          $      (.87)           $      1.27             $    (1.81)
====================================================================================================================================
</TABLE>


Depreciation - Property,  plant, and equipment is stated at cost or, in the case
of capital  leases,  the present value of future lease  payments.  For financial
reporting,  the Company provides for depreciation and capital lease amortization
on the  straight-line  method at rates based upon the estimated  useful lives of
the various assets.  Impairment losses are recognized when the carrying value of
an asset  exceeds its fair  value.  The Company  regularly  assesses  all of its
long-lived  assets for impairment and determined that no impairment loss need be
recognized in 1998 and 1997.

Use of Estimates in the Preparation of Financial Statements - The preparation of
financial statements in conformity with generally accepted accounting principles
requires  management to make estimates and assumptions  that affect the reported
amount of assets and  liabilities  and the  disclosure of contingent  assets and
liabilities  at the date of the  financial  statements,  as well as the  related
revenues and expenses during the reporting  period.  Actual amounts could differ
from those estimated.

New Accounting Pronouncements:  In June 1997, the Financial Accounting Standards
Board issued SFAS No. 130,  "Reporting  Comprehensive  Income" and SFAS No. 131,
"Disclosures  about  Segments  of an  Enterprise  and Related  Information."  In
February 1998, SFAS No. 132,  "Employers'  Disclosures  about Pensions and Other
Postretirement  Benefits"  was issued.  SFAS No. 130  establishes  standards for
reporting and display of comprehensive  income and its components.  SFAS No. 131
establishes  standards for reporting  information  about operating  segments and
related  disclosures  about  products and services,  geographic  areas and major
customers.  SFAS No. 132 revises current disclosure  requirements for employers'
pensions and other  retiree  benefits.  These  standards  are  effective for the
Company during 1999. These standards  expand or modify current  disclosures and,
accordingly,  will have no impact on the Company's reported financial  position,
results of  operations  and cash flows.  The Company is assessing  the impact of
these standards.

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

<PAGE>

                                       F-8

Notes to Consolidated Financial Statements (continued)

2.  Common Stock of Moog Inc.

Other assets  includes the  Company's  investment in the Class B Common Stock of
Moog Inc., which is carried at fair value. There was a realized gain on the sale
of Class A Common Stock of Moog Inc. of $7,501,000  before income taxes in 1997.
There were no realized  gains or losses in 1998 and 1996,  and gross  unrealized
holding gains were $1,604,000,  $695,000 and $7,832,000, at March 31, 1998, 1997
and 1996, respectively.


3.  Lines of Credit

The Company obtains required short-term funds through bank borrowings.  At March
31, 1998,  the Company had $3,835,963  outstanding  for letters of credit and an
unsecured revolving line of credit totaling $130,000,000.  The line is renewable
in 1999 and provides for loans of varying  maturities  at rate options  based on
Prime,  Eurodollar,  or Money Market.  This  unsecured  revolving line of credit
provides for various financial covenants. The Company was not in compliance with
certain of these financial  covenants at March 31, 1998 and is in the process of
obtaining waivers from the lending institutions.

As of March 31, 1998 and 1997, the amounts  borrowed under the revolving line of
credit were  $62,270,000 and  $18,000,000,  respectively.  The weighted  average
interest rate on the amounts borrowed during these periods were 7.88% and 7.94%,
respectively.

4.  Long-Term Debt
<TABLE>
<CAPTION>

                                                                                                            1998                1997
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                (In thousands)
<S>                                                                                                  <C>                  <C>

Note payable to insurance company, 10.78%, due through 2005                                           $   69,000          $   75,000
Secured nonrecourse subordinated promissory note, 8.00%, due through 2009                                 71,583              74,583
Note payable to insurance company, 10.81%, due through 2009                                               50,000              50,000
Note payable to insurance company, 9.17%, due through 2004                                                10,000                  --
Note payable to bank, 9.17%, due through 2004                                                              5,000                  --
Industrial Revenue Develoment Bonds, variable rate, due through 2028                                      22,630              22,630
Other                                                                                                      1,944               1,738
                                                                                                        --------            --------
                                                                                                         230,147             223,951
Less current portion                                                                                      11,134               9,103
                                                                                                        --------             -------
                                                                                                      $  219,023          $  214,848
                                                                                                    ================================
</TABLE>

Certain  debt  agreements  provide  various  financial   covenants  including  a
provision  that the  Company may pay  dividends  on any class of stock only from
consolidated  net earnings  available for  distribution.  There were no earnings
available  for  distribution  as of  March  31,  1998.  The  Company  was not in
compliance  with certain of these financial  covenants  relating to a portion of
its  Long-Term  Debt at March 31, 1998. On June 16, 1998,  the Company  obtained
unconditional  waivers from the lending institutions.  In addition,  the lending
institutions have amended, or in one instance agreed to amend, certain financial
covenants for 1999 based on the Company's projections,  which, if achieved, will
permit the Company to be in compliance.

The Company has four  Industrial  Revenue Bonds ("IRB's")  totaling  $22,630,000
which are backed by direct pay letters of credit.


                                       F-9

<PAGE>


Notes to Consolidated Financial Statements (continued)

Debt repayment requirements for the next five fiscal years are:

                                 (In thousands)
                              1999     $11,134
                              2000      15,773
                              2001      18,781
                              2002      20,750
                              2003      23,746



5.  Leases

The Company leases a portion of its equipment and buildings.  Capitalized leases
consist  primarily of industrial  development  agency financing  instruments and
limited obligation special revenue bonds which bear interest rates from 3.55% to
6.75%. Other leases include non-cancelable  operating leases expiring at various
dates through 2007.

During 1996, the Company entered into a sale and leaseback  transaction  whereby
three of its  wastewater  facilities in New York State were sold for  $9,258,000
and leased back under a 20-year lease  agreement.  This  transaction  produced a
gain of $4,178,000  which was deferred and is being  amortized  over the 20-year
lease period.

Leased assets under capital leases consist of the following:
(In thousands)
                                        1998                             1997
-----------------------------------------------------------------------------
Land                                $    160                         $    160
Buildings                              1,792                            1,792
Equipment                             10,359                           10,385
                         ----------------------------------------------------
                                      12,311                           12,337
Less accumulated amortization          4,510                            3,519
                         ----------------------------------------------------
                                    $  7,801                          $ 8,818
=============================================================================


The  following is a schedule by year of minimum  payments due under leases as of
March 31, 1998:

                                      Operating                       Capital
-----------------------------------------------------------------------------
                                                    (In thousands)
Year ending March 31:
         1999                            $4,490                     $     841
         2000                             3,466                           843
         2001                             2,901                           843
         2002                             1,863                           842
         2003                             1,406                           844
         2004-2014                        3,017                         8,803
                                       --------                       -------
         Total minimum payment required $17,143                       $13,016
===============================================

Less interest                                                           3,740
Present value of minimum lease payments                                 9,276
Amount due within one year                                                441
                                                                      -------
Long-term capital lease obligations                                     8,835
=============================================================================

Aggregate rental expense in 1998,  1997, and 1996 was  $10,057,000,  $7,881,000,
and $7,076,000, respectively.


                                      F-10

<PAGE>


Notes to Consolidated Financial Statements (continued)


6.  Income Taxes

The Company files a consolidated income tax return.  The provision for income
taxes includes the following:

<TABLE>
<CAPTION>
                                                             1998                       1997                      1996
                                                    ---------------------------------------------------------------------
                                                                                   (In thousands)

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

Current:
                  Federal                                 $  (485)                     $3,438                $   (3,282)
                  State                                       170                         116                       762
                                                            ------                    -------                   -------
                                                             (315)                      3,554                    (2,520)
Deferred:
                  Federal                                  (2,509)                        465                    (1,961)
                  State                                      (489)                        196                       572
                                                          --------                    -------                   -------
                                                           (2,998)                        661                    (2,533)
                                                          --------                    -------                   -------
Total Income taxes                                       $ (3,313)                    $ 4,215                 $  (5,053)
                                                         =========                    =======                 =========
</TABLE>

At March 31, 1998, the Company has Alternative Minimum Tax Credits in the amount
of  $5,658,000 to offset  future  years'  regular tax expense,  and Research and
Development  Credits  carryforwards  in the  amount  of  $298,000,  expiring  as
follows:

           Year                            Credit
           ----                            ------
           2007                            $125,000
           2008                              36,000
           2009                              50,000
           2010                              51,000
           2011                              51,000
           2012                               5,000
                                           --------
                                           $298,000
                                           ========



The  Company  has a Federal  regular  tax net  operating  loss  carryforward  of
$6,939,000, expiring March 31, 2013, which is available to offset future taxable
income.  State net operating loss  carryforwards of  approximately  $21,000,000,
expiring March 31, 1999,  through March 31, 2013, are available to offset future
state tax expense.

During 1998, the Internal Revenue Service  completed an audit of 1994, 1995, and
1996. Audit adjustments related primarily to changes in the timing of deductions
for income tax purposes. There was no material impact on the Company's statement
of net earnings for 1998.

A  reconciliation  of the expected U.S.  statutory  rate to the  effective  rate
follows:
<TABLE>
<CAPTION>

                                                                                 1998             1997              1996
-------------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>               <C>              <C>   

Computed (expected tax rate)                                                    (34.0)%           34.0%            (34.0)%
State income taxes (net of federal tax benefit)                                  (5.0)             1.5               0.8
Other                                                                            (0.2)             0.4                --
------------------------------------------------------------------------------------------------------------------------
Effective tax rate                                                              (39.2)%           35.9%            (33.2)%
========================================================================================================================
</TABLE>



                                                                 F-11

<PAGE>


Notes to Consolidated Financial Statements (continued)

The  following  is a summary  of the  significant  components  of the  Company's
deferred tax assets and liabilities as of March 31, 1998 and 1997:


                                                1998                    1997
----------------------------------------------------------------------------
                                                      (In thousands)
Deferred tax liabilities:
         Basis and depreciation difference  $ 20,035               $ 15,916
         Inventory valuation                   2,172                  2,590
         Moog investment                         577                    260
         State taxes                              --                     --
                                             -------                -------
                                              22,784                 19,825
                                          ---------------------------------
Deferred tax assets:
         Inventory valuation                   2,818                  2,974
         Future tax credits                    6,035                  2,357
         Net operating loss carry-forwards     3,711                     --
         Employee benefits                     1,775                  1,229
         Pension                               1,805                  1,231
         Insurance                             1,370                    703
         Deferred gain on sale/leaseback       1,382                  1,437
         Other                                   160                    253
                                             -------                -------
                                              19,056                 10,184
                                          ---------------------------------
            Net deferred tax liability     $   3,728              $   9,641
===========================================================================


Net  current  deferred  tax  assets  of  $3,870,000  as of  March  31,  1998 and
$6,156,000  as of March 31,  1997 are  recognized  in the  Consolidated  Balance
Sheets.  Also  recognized  are  net  non-current  deferred  tax  liabilities  of
$7,598,000 and $15,797,000 at March 31, 1998 and 1997, respectively.



7.  Stockholders' Equity

Preferred Stock - The outstanding 10% cumulative,  convertible, voting preferred
stock consists of 407,240 Series A shares, convertible at the rate of one common
share of Class A and Class B for every  twenty  preferred  shares,  and  400,000
Series B shares,  which carry a one for thirty conversion rate. The Series A and
B shares have a $.25  stated  value and a $.025 par value.  There are  2,600,000
shares  authorized  of Class A $.025 par value  stock  which  are  unissued  and
undesignated. In addition there are 30,000 shares of no par stock which are also
unissued and undesignated.

Common  Stock -  During  1996  an  amendment  to the  Company's  Certificate  of
Incorporation,  which effected a  recapitalization  of the Company by creating a
second class of common stock (which was  distributed to all common  shareholders
as a stock split in the form of a dividend),  was adopted. This recapitalization
amendment (i)  reclassified  the existing  Common Stock as Class B Common Stock,
(ii)  authorized a new class of 10,000,000  shares  designated as Class A Common
Stock and (iii)  established  the express  terms of the Class A Common Stock and
the Class B Common Stock.  The Class A Common Stock and the Class B Common Stock
have   substantially   identical   rights  with  respect  to  any  dividends  or
distributions  of cash or property  declared on shares of common  stock and rank
equally as to the right to receive proceeds on liquidation or dissolution of the
Company after payment of the Company's indebtedness and liquidation right to the
holders of preferred shares.  However,  holders of Class B Common Stock retain a
full vote per share  whereas  the  holders of Class A Common  Stock have  voting
rights of 1/20th of one vote per share on all  matters as to which  shareholders
of the Company are entitled to vote.


                                      F-12

<PAGE>


Notes to Consolidated Financial Statements (continued)

In 1996, the Company  reached an agreement with Pillsbury to convert  $6,000,000
of its  subordinated  note into 346,570  shares of the Company's  Class A Common
Stock.

Unissued  shares of common stock reserved for conversion  privileges were 33,695
of Class A and Class B at March 31, 1998 and 1997.


8.  Retirement Plan

The Company has a  noncontributory  defined  benefit  pension plan  covering all
employees  who meet  certain age entry  requirements  and work a stated  minimum
number of hours per year.  Annual  contributions are made to the Plan sufficient
to satisfy legal funding requirements.

Pension expense includes the following:
<TABLE>
<CAPTION>

                                                                                  1998                   1997               1996
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                    (In thousands)
<S>                                                                            <C>                    <C>               <C> 

Service cost for benefits earned during the period                             $  1,741               $  1,565          $  1,336
Interest cost on projected benefit obligation                                     1,573                  1,329             1,210
Actual return on plan assets                                                     (6,268)                (2,660)           (2,372)
Net deferral of actuarial gains                                                   4,272                  1,027               860
Amortization of net unrecognized gain at August 1, 1987                            (276)                  (276)             (276)
Amortization of prior service cost                                                   94                     94                94
--------------------------------------------------------------------------------------------------------------------------------
Pension expense                                                                $  1,136               $  1,079          $    852
================================================================================================================================
</TABLE>


The following  table  summarizes the funded status and related  amounts that are
recognized in the consolidated balance sheets:
<TABLE>
<CAPTION>

                                                                                                    1998                     1997
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                           (In thousands)
<S>                                                                                             <C>                      <C> 

Actuarial present value of accumulated benefit obligation:
  Vested                                                                                        $ 17,948                 $ 13,524
  Nonvested                                                                                          688                      823
                                                                                               ---------                 --------
    Total                                                                                       $ 18,636                 $ 14,347
=================================================================================================================================

Plan assets at fair market value, primarily listed stocks and fixed income securities           $ 26,881                 $ 21,545
Projected benefit obligation                                                                      24,031                   19,004
                                                                                -------------------------------------------------
Plan assets in excess of projected benefit obligaion                                               2,850                    2,541
Unrecognized gain at transition                                                                   (3,819)                  (4,095)
Unrecognized prior service cost                                                                      406                      500
Unrecognized net gain                                                                             (4,192)                  (2,565)
                                                                                              ----------               ----------
  Accrued pension liability                                                                    $  (4,755)               $  (3,619)
=================================================================================================================================
</TABLE>





                                                                     F-13

<PAGE>


Notes to Consolidated Financial Statements (continued)

The projected  benefit  obligation was determined using an assumed discount rate
of 7.4% (8% in 1997 and 1996) and an assumed  long-term  salary increase rate of
5%. The assumed  long-term  rate of return on plan assets was 9.5% (8.5% in 1997
and 1996). The Plan holds the Company's common stock with a fair market value of
$2,658,000.

The Company has an Employees'  Savings Plan (401(k))  covering all employees who
meet certain age entry  requirements  and work a stated  minimum number of hours
per  year.  Participants  may make  contributions  up to the  legal  limit.  The
Company's matching contributions are discretionary.  Costs charged to operations
for the Company's  matching  contributions  during 1998 amounted to $811,000 for
the year and in 1997 amounted to $211,000,  which  represents four months of the
year.

9.  Fair Value of Financial Instruments

The carrying  amounts and the estimated  fair values of the Company's  financial
instruments,  as determined under SFAS No. 107, "Disclosures about Fair Value of
Financial Instruments," are summarized as follows:
<TABLE>
<CAPTION>

                                                                                         1998                       1997
                                                                                -------------------------------------------------
                                                                                 Carrying     Estimated      Carrying     Estimated
                                                                                   Amount    Fair Value        Amount    Fair Value

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

Long-term debt, including current portion                                        $230,157      $241,405     $ 223,951     $ 225,112
Notes payable                                                                      62,270        62,270        18,000        18,000
Class B Common Stock of Moog Inc.                                                   2,320         2,320         1,411         1,411

<FN>

The estimated fair values were determined as follows:

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

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

     Class B Common Stock of Moog Inc. - Based on quoted market prices.
</FN>
</TABLE>



10. Acquisitions

In 1998 the Company completed two acquisitions. The first was the acquisition of
Aunt  Nellie's Farm Kitchen from The  Pillsbury  Company,  a subsidiary of Grand
Metropolitan  Incorporated,  for approximately  $24 million.  Aunt Nellie's Farm
Kitchen produces, markets, and sells fruit and vegetable products from plants in
the Midwest and its sales were approximately $50 million.  The Company purchased
the plants,  inventories,  accounts receivable,  and trademarks of the business.
This acquisition was funded primarily out of working capital.

The second  acquisition was the Comstock canned private label vegetable business
from Curtice Burns Foods,  a  wholly-owned  subsidiary  of Pro-Fac  Cooperative,
along with the Blue Boy branded canned vegetable business. The Company purchased
two New York plants, related inventories,  and certain trademarks. The companies
also  formed  a  long-term   strategic   alliance,   combining  their  New  York
agricultural departments into one organization. The sales were approximately $40
million in 1996. The purchase  price was  approximately  $29 million,  which was
funded primarily out of working capital.

Both acquisitions were accounted for under the purchase method and, accordingly,
the operating  results of the acquired  have been  included in the  consolidated
operating results since the dates of acquisition.  The following is a summary of
proforma  results  as if the  acquisitions  were  made at the  beginning  of the
periods presented:


                                        1998                        1997
------------------------------------------------------------------------
                                                    (Unaudited)
                                    (In thousands except per share amounts)

Net Sales                            $710,137                   $829,870
Net Earnings (loss)                    (5,150)                     4,533
Basic Earnings (loss) per
common share                             (.88)                       .76
                                

                                      F-14

<PAGE>




11.  Other Income

Other income in 1997  consisted of the  following:  1) a gain on the sale of the
Moog,  Inc.  Class A Common  Stock of  $7,501,000,  2) a gain on the sale of the
Clifton Park, New York warehouse of $1,640,000, and 3) a loss on the sale of Eau
Claire, Michigan plant of $833,000.

Other  income  in  1996  consisted  of the  gain  on the  sale  of the  Peabody,
Massachusetts warehouse totaling $4,271,000.

12.  Non-Recurring Charge

The 1996 operating results include a non-recurring charge of $15,078,000, before
income tax  benefit,  due to a  combination  of  start-up  costs  related to the
Pillsbury  Alliance and severe drought  conditions in New York State  throughout
the entire  summer.  The Company  undertook  an  ambitious  capital  expenditure
program related to the Pillsbury Alliance.  In the relatively short time between
the February  1995 closing of the  Pillsbury  Alliance and the  beginning of the
1995 vegetable pack, 37 separate major capital  projects needed to be completed.
There were some unforeseen  problems related to a few of these projects,  mostly
in the New York plants.  Some of the used equipment  transferred from the closed
plants had  operating  difficulties  and were not always easily  repaired,  thus
causing  downtime.  Throughput and yields were poor at some plants  resulting in
unfavorable  manufacturing  variances.  The  problems  were  magnified  when the
drought and the hot weather conditions forced the uneven timing of maturities of
vegetables.

13.  Sales Information

The  Company  has an  Alliance  Agreement  with  Pillsbury  whereby  the Company
processes canned and frozen vegetables for Pillsbury under the Green Giant brand
name. Pillsbury continues to be responsible for all of the sales,  marketing and
customer service  functions for the Green Giant products.  During 1998, 1997 and
1996, the Company sold $48,872,000, $205,633,000 and $167,994,000, respectively,
of canned and frozen vegetables to Pillsbury, which represented 7%, 28% and 33%,
respectively,  of net  sales.  Sales of Green  Giant  vegetables  to  purchasers
unrelated to Pillsbury in 1998 and 1997 were $228,208,000 and  $186,091,000,  or
32% and 26% of net  sales,  respectively.  Total  net  sales in 1998 and 1997 of
Green Giant vegetables were $277,080,000 and $391,724,000, or 40% and 54% of net
sales, respectively.


                                      F-15

<PAGE>



                                     PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS


Item 14.  Other Expenses of Issuance and Distribution.

         The following is a list of the expenses the  Registrant  expects to pay
in  connection  with the  issuance  and  distribution  of the shares  registered
hereby. The Company will be responsible for the payment of these expenses.

         Commission Filing and Registration Fees..................  $14,750.00
         Nasdaq Listing Fees .....................................  $
         Blue Sky Fees and Expenses ..............................  $
         Legal Fees and Expenses*.................................  $
         Subscription Agent Fees and Expenses*......................$
         Printing Expenses*.......................................  $
         Accounting Fees and Expenses*............................  $
         Miscellaneous Expenses*....................................$

              Total.................................................$

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

   *  Estimated


Item 15.  Indemnification of Directors and Officers.

         The  Company's  Restated  Certificate  of  Incorporation,  as  amended,
provides  that the Company is required to  indemnify  each and every  officer or
director  of the  Company,  even those whose term has  expired,  for any and all
expenses  actually  and  necessarily  incurred  by such  director  or officer in
connection  with the defense of any action,  suit or  proceeding  in which he is
made a party by reason of being or having  been a  director  or  officer  of the
Company.  The  Company is not  required  to  indemnify a director or officer for
matters  as to which such  officer  or  director  is  adjudged  to be liable for
neglect or misconduct in the  performance  of his duties as director or officer.
Further,  the rights of the  officers or directors  to  indemnification  are not
exclusive  of any other rights to which an officer or director of the Company is
entitled.

         Under the Company's Bylaws,  the Company has the authority to indemnify
its  directors  and  officers to the fullest  extent  permitted  by the New York
Business Corporation Law (Sections 721-726) (the "BCL"). The Bylaws,  reflecting
New York law, extend such protection to any person made or threatened to be made
a party to any action or proceeding,

                                      II-1

<PAGE>



including  an action by or in the right of any other  corporation,  partnership,
joint  venture,  trust,  employee  benefit plan or other  enterprise,  which any
director,  officer or  employee  of the  Company  served in any  capacity at the
request of the Company, by reason of the fact that such director or officer, his
testator or  intestate,  is or was a director or officer of the Company or is or
was serving such  enterprise at the request of the Company.  The Bylaws  provide
that such indemnification may be authorized pursuant to the terms and conditions
of  (i) a  resolution  of  shareholders;  (ii) a  resolution  of  the  Board  of
Directors;  (iii) an agreement  providing for such  indemnification  or (iv) any
judicial  or other legal  authority  which  entitles  the  director,  officer or
employee to such indemnification.

         The BCL provides  that, if  successful  on the merits or otherwise,  an
officer or  director  is entitled  to  indemnification  by the  Company  against
amounts paid in settlement and reasonable  expenses,  including attorneys' fees,
actually and necessarily  incurred in connection with the defense of such action
or proceeding,  or any appeal therein, if such director or officer acted in good
faith,  for a purpose  which he  reasonably  believed  to be in, or at least not
opposed to, the best interests of the Company.  The termination of any action or
proceeding by judgment,  settlement,  conviction or plea of nolo contendere,  or
its  equivalent,  does not itself create the  presumption  that such director or
officer did not act, in good faith,  for a purpose which he reasonably  believed
to be in, or not  opposed to, the best  interests  of the Company or that he had
reasonable cause to believe that his conduct was unlawful.

         If a corporation fails to provide  indemnification  to its directors or
officers,  the BCL provides that despite any contrary resolution of the board of
directors or shareholders,  indemnification may be awarded by application to the
appropriate    judicial   authority.    Application   for   such   court-ordered
indemnification  may be made either in the civil action or  proceeding  in which
the expenses were incurred or other amounts were paid or to the supreme court in
a separate proceeding.



                                      II-2

<PAGE>



Item 16.  Exhibits.

Exhibit
Number   Description
-------  -----------

 2(a)    The Stock Purchase Agreement dated as of June 22, 1998 (incorporated by
         reference to Exhibit 2(a) to the Company's Current Report on  Form  8-K
         filed July 2, 1998)

  (b)    The Shareholders  Agreement dated as  of June 22, 1998 (incorporated by
         reference to Exhibit 2(b)  to the Company's  Current Report on Form 8-K
         filed July 2, 1998)

  (c)    The  Registration  Rights  Agreement  dated as  of  June  22,  1998 
         (incorporated  by  reference  to Exhibit  2(c) to the Company's Current
         Report on Form 8-K filed July 2, 1998)

 3(a)(1) The  Company's  Restated  Certificate  of  Incorporation,   as
         amended  (incorporated  by  reference  to  Exhibit  3.1 to the
         Company's  Quarterly  Report on Form 10-Q/A  filed August 1995
         for the quarter ended July 1, 1995)

 3(a)(2) An  amendment  to  the  Company's   Restated   Certificate  of
         Incorporation,   as  amended  (incorporated  by  reference  to
         Exhibit 3 to the Company's  Annual Report on Form 10-K for the
         fiscal year ended March 31, 1996)

 3(a)(3) Form of  Certificate  of Amendment to the  Company's  Restated
         Certificate  of  Incorporation,  as amended  setting forth the
         terms of the New Preferred Stock (incorporated by reference to Exhibit
         3(i) to the Company's Current Report on Form 8-K filed July 2, 1998)

   (b)   The Company's Bylaws, as amended (incorporated by reference to
         Exhibit 3.3 to the Company's  Quarterly  Report on Form 10-Q/A
         filed August, 1995)

 4(a)    Note  Agreement  related  to the  $75,000,000  note  with  The
         Prudential  Insurance  Company  of  America  (incorporated  by
         reference to Exhibit 99 to the Company's  Quarterly  Report on
         Form 10-Q for the quarter ended January 28, 1995) as amended by Exhibit
         4 to the Company's Annual Report on Form 10-K for the year ended March
         31, 1996.

   (b)   Note  Agreement  related to the $50,000,000 note with John Hancock
         Mutual Life Insurance  Company  (incorporated  by reference to
         Exhibit 99 to the Company's  Quarterly Report on Form 10-Q for
         the quarter ended January 28, 1995)

  5      Opinion of Jaeckle Fleischmann & Mugel, LLP (to be filed by amendment)

  8      Opinion of Jaeckle Fleischmann & Mugel, LLP with respect to tax 
         matters (to be filed by amendment)

10(a)    Asset Purchase Agreement related to the transaction with the Green
         Giant(R) Division of Pillsbury (incorporated by reference to Exhibit 
         2(A) to the Company's Current Report on Form 8-K dated February 24,
         1995)


                                      II-3

<PAGE>



   (b)            Alliance  Agreement  related to the transaction with the Green
                  Giant(R)  Division of Pillsbury  (incorporated by reference to
                  Exhibit 2(B) to the Company's Current Report on Form 8-K dated
                  February 24, 1995)

   (c)            Secured  Nonrecourse  Subordinated  Promissory Note related to
                  the transaction with the Green Giant(R)  Division of Pillsbury
                  (incorporated  by reference  to Exhibit 2(C) to the  Company's
                  Current Report on Form 8-K dated February 24, 1995)

12                Statement regarding computation of ratios (filed  herewith at
                  pages F-7 and F-8 )

21                Subsidiaries of the Company (filed herewith)

23(a)             Consent of Deloitte & Touche LLP (filed herewith)

  (b)             Consent of Jaeckle Fleischmann & Mugel, LLP (contained in
                  Exhibit 5 above)

24                Power of Attorney (filed herewith at pages II-7 and II-8)

27                Financial Data Schedule (filed herewith)


Item 17.  Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this Registration Statement:

                           (i)      To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities
Act");

                           (ii) To reflect in the  prospectus  any facts or
events  arising  after the effective date of the Registration  Statement (or the
most recent post-effective amendment thereof)  which,  individually  or  in  the
aggregate,  represent  a fundamental  change in the information set forth in the
Registration Statement.  Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which  was  registered)  and any  deviation  from  the low
or  high  end of the estimated  maximum  offering  range may be reflected in the
form of  prospectus filed with the  Commission  pursuant  to Rule 424(b) if, in 
the  aggregate,  the changes in volume and price  represent  no more than a 20
percent  change in the maximum aggregate
                       
                                      II-4

<PAGE>



offering price set forth in the  "Calculation of Registration  Fee" table in the
effective Registration Statement; and

                           (iii) To  include  any  material  information  with
respect to the plan of distribution  not  previously  disclosed  in the  
Registration  Statement or any material change to such information in the 
Registration Statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
Registrant  pursuant to Sections 13 or 15(d) of the  Securities  Exchange Act of
1934 that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act, each such  post-effective  amendment shall be deemed to be a
new Registration  Statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

         (d)      The undersigned Registrant hereby undertakes that:

                  (1) For  purposes  of  determining  any  liability  under  the
Securities  Act, the  information  omitted from the form of prospectus  filed as
part of this Registration  Statement in reliance upon Rule 430A and contained in
a form of prospectus  filed by the Registrant  pursuant to Rule 424(b)(1) or (4)
or  497(h)  under  the  Securities  Act  shall  be  deemed  to be  part  of this
Registration Statement as of the time it was declared effective.


                                      II-5

<PAGE>



                  (2) For the purpose of  determining  any  liability  under the
Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new  Registration  Statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.


                                      II-6

<PAGE>



                        SIGNATURES AND POWER OF ATTORNEY


         Pursuant to the  requirements  of the  Securities  Act, the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-1 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in Pittsford, New York, on July 8, 1998.

                                                     SENECA FOODS CORPORATION

                                                     By: /s/ Kraig H. Kayser
                                                         -----------------------
                                                     Kraig H. Kayser, President
                                                     and Chief Executive Officer

         Each person whose  signature  appears  below  constitutes  and appoints
Kraig H.  Kayser and Arthur S.  Wolcott,  and each of them,  his or her true and
lawful  attorneys-in-fact  and  agents,  with  full  power of  substitution  and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and  all  capacities,  to  sign  any and  all  amendments  to this  Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in   connection   therewith,   with   the   Commission,   granting   unto   said
attorneys-in-fact and agents full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or their substitute or substitutes,  may lawfully do or cause to be done
by virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated.

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

<S>                                                <C>                                    <C>

/s/Arthur S. Wolcott                              Chairman and Director                  July 8, 1998
------------------------------
Arthur S. Wolcott



/s/Kraig H. Kayser                                President, Chief Executive             July 8, 1998
-------------------------------                    Officer and Director
Kraig H. Kayser                                    


                                      II-7
<PAGE>



/s/Philip G. Paras                                Vice President-Finance                 July 8, 1998
------------------------------
Philip G. Paras



/s/Jeffrey L. Van Riper                           Controller and Secretary               July 8, 1998
-------------------------------                   (Principal Accounting Officer)
Jeffrey L. Van Riper                                    



/s/Robert T. Brady                                 Director                              July 8, 1998
------------------------------
Robert T. Brady



/s/David L. Call                                   Director                              July 8, 1998
------------------------------
David L. Call



/s/Edward O. Gaylord                               Director                              July 8, 1998
------------------------------
Edward O. Gaylord



/s/G. Brymer Humphreys                             Director                              July 8, 1998
------------------------------
G. Brymer Humphreys



/s/Susan W. Stuart                                 Director                              July 8, 1998
------------------------------
G. Brymer Humphreys

</TABLE>


                                                         II-8

<PAGE>



318178
[{"type": "S-1", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 330609}]
{"company-data": {"conformed-name": "SENECA FOODS CORP /NY/", "cik": "0000088948", "assigned-sic": "2033", "irs-number": "160733425", "state-of-incorporation": "NY", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-58739", "film-number": "98662161"}, "business-address": {"street1": "1162 PITTSFORD VICTOR RD", "city": "PITTSFORD", "state": "NY", "zip": "14534", "phone": "7163859500"}, "former-company": [{"former-conformed-name": "PIERCE S S COMPANY INC", "date-changed": "19861210"}, {"former-conformed-name": "SENECA FOODS CORP", "date-changed": "19780425"}, {"former-conformed-name": "SENECA GRAPE JUICE CORP", "date-changed": "19710419"}]}
As filed with the Securities and Exchange Commission on ___________, 1998
                                                    Registration No. 333-
--------------------------------------------------------------------------------
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-1
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                            SENECA FOODS CORPORATION
             (Exact name of registrant as specified in its charter)
        New York                    0-1989                       16-0733425
(State or other jurisdiction  (Primary Standard Industrial  (I.R.S. Employer
of incorporation or organization) Classification Code No.) Identification No.)
                           1162 Pittsford-Victor Road
                            Pittsford, New York 14534
                                 (716) 385-9500
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                                 KRAIG H. KAYSER
                      President and Chief Executive Officer
                           1162 Pittsford-Victor Road
                            Pittsford, New York 14534
                                 (716) 385-9500
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                           ---------------------------

                                   Copies to:
                            WILLIAM I. SCHAPIRO, Esq.
                           COLLEEN A. VAN GELDER, Esq.
                        Jaeckle Fleischmann & Mugel, LLP
                 800 Fleet Bank Building, Twelve Fountain Plaza
                             Buffalo, New York 14202
                                 (716) 856-0600
                           ---------------------------

    Approximate date of commencement of proposed sale to the public:  As soon as
practicable after the effective date of this Registration Statement.

    If any of the securities  being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), check the following box. X

     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the  Securities  Act,  check the following box and
list the Securities Act registration  statement number of the earlier  effective
registration statement for the same offering.

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering.

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(b)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering.

    If delivery of the prospectus is expected to be made pursuant to Rule 434, 
check the following box.

                           ---------------------------
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                  Proposed Maximum       Proposed Maximum
           Title of Each Class               Amount to be          Offering Price            Aggregate              Amount of
            to be Registered                  Registered              Per Share           Offering Price        Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Rights to purchase shares of
Convertible Participating Preferred
Stock, stated value $12.00 per share             ----                   -----                  -----                  -----
------------------------------------------------------------------------------------------------------------------------------------
Convertible Participating Preferred
Stock, stated value $12.00 per share             ----                   -----                  -----                  -----
------------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, par value
$0.25 per share                                  ----                   -----               $50,000,004            $14,750.00
====================================================================================================================================
                                                    ---------------------------
(1) This Registration  Statement also covers such  indeterminate  number of
additional  shares as may be required to be issued upon  exercise of rights as a
consequence of rounding.
     (2)  The   Convertible   Participating   Preferred  Stock  are  convertible
immediately on a share-for-share basis into shares of Class A Common Stock.
     (3) No fee or consideration is required to be paid for the Rights.
The  Registrant  hereby amends this  Registration  Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further  amendment  which  specifically  states  that  this  Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  Registration  Statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.
THE  INFORMATION IN THIS  PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.  WE MAY
NOT SELL  THESE  SECURITIES  UNTIL THE  REGISTRATION  STATEMENT  FILED  WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO  SELL  THESE  SECURITIES  AND IT IS NOT  SOLICITING  AN  OFFER  TO BUY  THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

               SUBJECT TO COMPLETION, DATED ________________, 1998

                                   PROSPECTUS

                            SENECA FOODS CORPORATION

              2,969,840  Rights to acquire shares of  Convertible  Participating
Preferred Stock, with $0.025 par value per share.

              4,166,667 shares of Convertible Participating Preferred Stock with
$0.025 par value per share.

              4,166,667  shares  of Class A Common  Stock,  $0.25  par value per
share.

          Seneca Foods Corporation (the "Company") is distributing to holders of
record of its Class A Common  Stock,  $0.25 par value per share ("Class A Common
Stock")  and Class B Common  Stock,  $0.25 par value per share  ("Class B Common
Stock and,  together with the Class A Common Stock, the "Common  Stock"),  as of
the  close of  business  on  ____________________,  1998  (the  "Record  Date"),
transferable  rights (the  "Rights")  to subscribe  for and  purchase  shares of
Convertible  Participating  Preferred  Stock,  with  $0.025 par value per share,
Class A (the  "New  Preferred  Stock")  which is  immediately  convertible  on a
share-for-share  basis  into  shares  of  Class  A  Common  Stock  (the  "Rights
Offering").

              Shareholders  of record will receive  one-half of a Right for each
share of Common Stock held by them as of the Record Date.  Each whole Right will
entitle the holder to purchase one share of New  Preferred  Stock for $12.00 per
share (the "Subscription  Price").  No fractional Rights or cash in lieu thereof
will be distributed or paid by the Company.  The number of Rights distributed to
each holder of Common Stock will be rounded up to the nearest whole number. As a
consequence  of such  rounding,  the total  number of shares  that may be issued
pursuant to the Rights Offering may be increased by up to ________ shares.  Once
a holder has  exercised  Rights,  such  exercise may not be revoked.  Unless the
Rights Offering is extended, the Rights will expire at 5:00 pm, Eastern Daylight
Time, on the twentieth calendar day after commencement of the Rights Offering.

          The Company's  Class A Common Stock is traded in the  over-the-counter
market and quoted on the Nasdaq  National Stock Market under the symbol "SENEA."
On July 6, 1998,  the  average  of the high and low sales  prices of the Class A
Common  Stock as reported  by the Nasdaq  National  Stock  Market was $13.50 per
share.  The New  Preferred  Stock will not pay  regular  dividends  (except  for
dividends  paid at the same rate and at the same time as  dividends  paid on the
Company's  Common  Stock)  and  will be  convertible  share-for-share  into  the
Company's  Class A Common Stock at any time.  The New  Preferred  Stock does not
have any voting rights.  Neither the Rights nor the New Preferred  Stock will be
listed on an exchange.
See  "Risk  Factors"   commencing  on  page  9  for  certain   factors  and
considerations  relevant to an investment in the Rights, the New Preferred Stock
and      the      Class      A      Common      Stock      offered       hereby.
                      ------------------------------------

             THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
                  BY THE SECURITIES AND EXCHANGE COMMISSION NOR
                   HAS THE COMMISSION PASSED UPON THE ACCURACY
                       OR ADEQUACY OF THIS PROSPECTUS. ANY
                        REPRESENTATION TO THE CONTRARY IS
                               A CRIMINAL OFFENSE
----------------------------------------------------------------------------------------------------------------
                                                                         Proceeds to
                                                Price to                Company(1)(2)
                                                 Public                  Minimum(3)           Maximum(2)(4)
----------------------------------------------------------------------------------------------------------------
Per Share............................  $          12.00               $                     $
----------------------------------------------------------------------------------------------------------------
Total................................  $                              $44,000,004           $50,000,004
----------------------------------------------------------------------------------------------------------------
(1)      The securities registered hereunder are being offered and sold directly
         by the Company, and no commission or other remuneration will be paid to
         any person for soliciting purchases.

(2)      Before deducting expenses payable by the Company, estimated at $_______

(3)      Assumes the sale only of the  1,166,667  shares that the New  Investors
         (as  hereinafter  defined) are  obligated  to purchase  under the Stock
         Purchase  Agreement (as hereinafter  defined) and the 2,500,000  shares
         under the Rights  Offering that are the subject of  commitments  of the
         New Investors.

(4)      Assumes the sale of the  1,166,667  shares that the New  Investors  are
         obligated to purchase under the Stock Purchase Agreement and all of the
         shares being  offered in the Rights  Offering  without  adjustment  for
         rounding.
The date of this Prospectus is ______________, 1998.

                                      - 2 -
AVAILABLE INFORMATION

          The  Company  is  subject  to the  informational  requirements  of the
Securities  and Exchange Act of 1934, as amended (the  "Exchange  Act"),  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements and other  information filed by the Company may be inspected at, and,
upon payment of the Commission's  customary  charges,  copies obtained from, the
Public Reference Section of the Commission,  450 Fifth Street, N.W., Washington,
DC  20549.  Such  reports,  proxy  statements  and  other  information  are also
available for  inspection  and copying at prescribed  rates at the  Commission's
regional  offices in New York,  New York (Seven World Trade Center,  13th Floor,
New York, New York 10048) and in Chicago, Illinois (Suite 1400, Citicorp Center,
500 West Madison Street, Chicago, Illinois 60661-2511). The Commission maintains
a Web site (http://www.sec.gov) that also contains reports, proxy statements and
other information  concerning the Company. In addition, the Class A Common Stock
and Class B Common  Stock are listed on the Nasdaq  National  Stock Market under
the symbols "SENEA" and "SENEB,"  respectively and reports and other information
can be inspected and copies made at the offices of the National  Association  of
Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.

         The Company has filed with the Commission a  Registration  Statement on
Form S-1 (the  "Registration  Statement")  under the  Securities Act of 1933, as
amended  (the  "Securities  Act"),  and the  rules and  regulations  promulgated
thereunder,  with  respect  to the New Preferred Stock,  Class  A Common  Stock,
and  the Rights offered hereby.  This Prospectus  constitutes the Prospectus of
the Company,  filed as part of the Registration  Statement.  As permitted by the
rules  and  regulations  of  the  Commission,   this  Prospectus  omits  certain
information  contained in the Registration  Statement,  and reference is made to
the  Registration  Statement  and the  exhibits  listed  therein,  which  can be
inspected at the public reference  facilities of the Commission noted above, and
copies of which can be  obtained  from the  Commission  at  prescribed  rates as
indicated above.  Statements  contained in this Prospectus as to the contents of
any  contract  or other  documents  are not  necessarily  complete,  and in each
instance, reference is made to the copy of such contract or document filed as an
exhibit to the  Registration  Statement,  each such statement being qualified in
all respects by such reference.

         The Company will furnish holders of the securities  offered hereby with
annual reports containing, among other information, audited financial statements
certified  by an  independent  public  accounting  firm  and  quarterly  reports
containing unaudited financial  information for the first three quarters of each
fiscal  year.  The  Company  will also  furnish  such  other  reports  as it may
determine or as may be required by law.

                                      - 2 -
No dealer,  salesman,  or other person has been  authorized to give any
information or to make any representation not contained in this Prospectus,  and
any information or  representation  not contained herein must not be relied upon
as having been authorized by the Company. This Prospectus does not constitute an
offer to sell,  or a  solicitation  of any offer to buy,  any of the  securities
offered hereby in any  jurisdiction to any person to whom it is unlawful to make
such offer or solicitation. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any  circumstances,  create any implication that the
information  herein is correct as of any date  subsequent  to the date hereof or
that there has been no change in the affairs of the Company  since such date or,
in the case of information  incorporated herein by reference, the date of filing
with the Commission.

                                TABLE OF CONTENTS
                                                                         Page
                                                                         ----

AVAILABLE INFORMATION....................................................  2

PROSPECTUS SUMMARY.......................................................  5

RISK FACTORS.............................................................  9

DESCRIPTION OF THE TRANSACTION........................................... 23

CERTAIN FEDERAL INCOME TAX CONSEQUENCES.................................. 33

RATIO OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS............................................ 35

USE OF PROCEEDS.......................................................... 35

CAPITALIZATION........................................................... 36

PLAN OF DISTRIBUTION..................................................... 37

DESCRIPTION OF CAPITAL STOCK............................................. 38

THE COMPANY.............................................................. 45

MANAGEMENT'S DISCUSSION AND ANALYSIS..................................... 51

PRICE RANGE OF COMMON STOCK AND DISTRIBUTION HISTORY..................... 54

DIRECTORS AND EXECUTIVE OFFICERS......................................... 54

OWNERSHIP OF SECURITIES.................................................. 59

LEGAL MATTERS............................................................ 66

EXPERTS  ................................................................ 66

INDEX TO FINANCIAL STATEMENTS............................................F-1
PROSPECTUS SUMMARY

         The following summary is qualified in its entirety by the more detailed
information included elsewhere in this Prospectus.  Unless the context otherwise
requires,  all references in this  Prospectus to the "Company" shall mean Seneca
Foods Corporation and its subsidiaries on a consolidated basis. This Prospectus
contains forward-looking  statements within the meaning of Section 27A of  the 
Securities Act and Section 21E of the Exchange Act. The Company's actual results
could differ materially  from those set forth in the forward-looking statements.
See "Risk  Factors"  for a  discussion  of certain factors that might cause such
a difference.

                                   The Company

         The Company,  which was founded in 1949,  conducts its business  almost
entirely in food processing,  which currently  accounts for approximately 99% of
the Company's sales.  Canned and frozen vegetables  represent  approximately 78%
and fruit and fruit juice  products  approximately  22%, of the  Company's  food
processing volume. Apple products contribute  approximately 10% of the Company's
sales;   the  Company's   Seneca(R)  brand  frozen  apple   concentrate  is  the
largest-selling  brand of frozen apple  concentrate in the United States. Of the
remaining  sales in the fruit and fruit juice products,  grape products  account
for approximately 2%, and bottled,  canned and frozen fruit juice drinks account
for approximately 10% of the Company's sales.

          Approximately  19% of the Company's food products are packed under its
own brands including Seneca(R),  Libby's(R) (under license),  Aunt Nellie's Farm
Kitchen(R),  Blue Boy(R) and  TreeSweet(R).  Approximately  30% of the processed
foods are packed  under  private  labels,  that is,  under  brand names owned or
controlled by the purchasers,  and  approximately  11% are sold to institutional
food distributors. The remainder,  approximately 40%, is packed pursuant to a 20
year First Amended and Restated  Alliance  Agreement  dated  December 8, 1994 as
amended on February 10, 1995 and February  25, 1997 (the  "Alliance  Agreement")
with The Pillsbury  Company  ("Pillsbury") and Grand  Metropolitan  Incorporated
("GMI"),  the parent of Pillsbury (on those dates) and a wholly-owned  subsidary
of Grand  Metropolitan plc and carry  Pillsbury's Green Giant(R) brand name. See
"Risk Factors--Dependence on Alliance Agreement."

         The  Company's  sole  non-food  division,   Seneca  Flight  Operations,
provides air charter service primarily to industries located in upstate New York
and  contributes  approximately  1% to the  Company's  sales.  The  address  and
telephone  number  of  the  Company's  principal  executive  offices  are:  1162
Pittsford-Victor Road, Pittsford, New York 14534, (716) 385-9500.
The Company maintains a website at www.senecafoods.com.

                                  The Offering

         The  Rights  Offering.  The  Board  of  Directors  of the  Company  has
determined to make a Rights Offering to the holders of its Common Stock, whereby
each holder of Common  Stock will receive  one-half of a right (the  "Right") to
purchase for the  Subscription  Price,  shares of the New Preferred  Stock.  The
shares of New Preferred Stock will be immediately convertible on a share-for- 

                                      - 5 -
share basis into shares of Class A Common  Stock.  The Company  will  distribute
one-half  of a Right  for each  share of Common  Stock  held of record as of the
Record  Date.  Each whole  Right  will  entitle  the  holder  thereof (a "Rights
Holder") to receive upon  payment of the  Subscription  Price,  one share of New
Preferred Stock. The Rights will be evidenced by subscription certificates which
are transferable by the holders thereof  ("Subscription  Certificates").  Unless
the Rights  Offering  is  extended,  the Rights  that are not  exercised  by the
holders  thereof  will  expire  at 5:00  p.m.,  Eastern  Daylight  Time,  on the
twentieth   calendar  day  after   commencement  of  the  Rights  Offering  (the
"Expiration Date").  Rights may be exercised by delivering to Sarah S. Mortensen
(the  "Subscription  Agent"),  on or before the  Expiration  Date,  the properly
completed  Subscription  Certificate  evidencing  such Rights with any  required
signatures guaranteed,  together with payment in full of the Subscription Price.
Once a Rights Holder has exercised the subscription privilege, such exercise may
not be revoked.  The Rights may be purchased or sold  through  usual  investment
channels,  including  banks and  brokers.  Resales of the  Rights  have not been
registered with the Commission.

          The  Stock  Purchase  Agreement  and its  Relationship  to the  Rights
Offering.  The Company has entered into a Stock Purchase  Agreement  dated as of
June 22,  1998  (the  "Stock  Purchase  Agreement")  with Carl  Marks  Strategic
Investments,  L.P., Carl Marks  Strategic  Investments II, L.P. and Uranus Fund,
Ltd.  (collectively,  the "New  Investors")  whereby,  subject  to the terms and
conditions of the Stock Purchase Agreement, the New Investors have agreed to (i)
purchase  1.167 million  shares of New Preferred  Stock at a price of $12.00 per
share,  for total  consideration  of $14 million and (ii) purchase shares of New
Preferred  Stock which the Company's  shareholders do not purchase in the Rights
Offering  at a price of $12.00 per share (up to a maximum  amount of 2.5 million
shares).  If not less than 2.5 million  shares become  available for purchase by
the New Investors, their total purchase price for the 2.5 million shares will be
$30  million.  Pursuant to the terms of the Stock  Purchase  Agreement,  the New
Investors  have the right to purchase up to  1,181,996  shares of New  Preferred
Stock (the  "Option  Shares").  The Option  Shares may be  purchased at any time
prior to the closing of the  Transaction  (as  hereinafter  defined)  and may be
purchased  even if  shareholder  approval  of the Rights  Offering  and  Charter
Amendments (as  hereinafter  defined) is not obtained.  If less than 2.5 million
shares become available for purchase by the New Investors, the New Investors can
require the Company to issue and sell to them additional shares of New Preferred
Stock so as to permit them to acquire up to 2.5 million additional shares of New
Preferred  Stock.  The Company will not be required to issue in connection  with
the Stock  Purchase  Agreement  (including  the  Option  Shares)  and the Rights
Offering more than 4,166,667  shares of New Preferred Stock, for aggregate gross
proceeds of  $50,000,004  (the "$50 Million  Limit") to the New Investors and to
shareholders who exercise their purchase rights under the Rights Offering.  This
limitation  affects only the purchase  rights of the New Investors.  Each of the
Company's  shareholders  who is issued  Rights  under this Rights  Offering  may
exercise all Rights so received,  except for those  shareholders who have agreed
not to exercise their Rights as described in the following paragraphs.

          Concurrently  with the  Stock  Purchase  Agreement,  the  Company  and
certain of its substantial  shareholders,  including the New Investors,  and the
Related Marks Shareholders (as hereinafter  defined) entered into a Shareholders
Agreement (the "Shareholders  Agreement") whereby certain substantial holders of
the Company's  stock,  including  members of the Wolcott and Kayser families who
control the Company (the  "Existing  Shareholders"),  agreed that they would not
exercise,  sell or  otherwise  transfer  the Rights to which they were  entitled
pursuant to the terms of the Rights  Offering  and will vote all of their voting
securities  in  favor  of  the  Transaction  (as  hereinafter  defined)  in  any
shareholder vote of the Company. In a separate agreement,

                                      - 6 -
Pillsbury has also agreed that it will not exercise,  sell or otherwise transfer
the Rights to which it is entitled  pursuant to the terms of the Rights Offering
and will  vote all of its  voting  securities  in favor of the  Transaction  (as
hereinafter  defined)  in  any  shareholder  vote  of  the  Company  ("Pillsbury
Agreement"). The Stock Purchase Agreement, Shareholders Agreement (including the
purchase of the Option Shares by the New Investors) and the Rights  Offering are
sometimes collectively referred to herein as the "Transaction."

          Inasmuch as the Existing Shareholders and Pillsbury have agreed not to
exercise,  sell or otherwise  transfer their Rights distributed on their present
holdings  of  1,620,747  shares of Common  Stock  pursuant  to the  Shareholders
Agreement  and  the  Pillsbury  Agreement,  the New  Investors  are  assured  of
acquiring  not  less  than  1,977,041  shares  of  New  Preferred  Stock  in the
Transaction  (1.167  million  shares  directly from the Company and 810,374 as a
result of the New Investors' commitment to act as standby purchasers).

          Assuming  none of the Company's  shareholders  (except for the Related
Marks  Shareholders  (as hereinafter  defined))  exercise their Rights,  the New
Investors  will be entitled to purchase  3.667  million  shares of New Preferred
Stock which if immediately converted into 3.667 million shares of Class A Common
Stock would give the New Investors  ownership of 4.6% of the voting power of the
Company.  The  combined  voting  power of the New  Investors  and Related  Marks
Shareholders  (assuming  exercise  of  their  Rights)  will be  19.3%  (assuming
conversion of the New Preferred Stock into Class A Common Stock).

          The   consummation   of  the   Transaction   results  in   significant
participation by the New Investors in the governance of the Company.  The number
of directors  comprising the Company's Board of Directors will be increased from
seven to nine members,  with the two new positions  being filled by designees of
the New  Investors  (the  "Investor  Designees").  The Investor  Designees  will
continue to be nominated for election to the Board and shareholders who executed
the  Shareholders  Agreement  will  continue to vote for the Investor  Designees
until such time as the New Investors no longer own, in the  aggregate,  at least
10% of the Class A Common Stock  (assuming  conversion  of all shares of the New
Preferred  Stock into Class A Common  Stock).  The  Shareholders  Agreement also
requires that the Investor Designees will comprise at least 22% of any committee
of the  Board of  Directors.  Moreover,  the  Company  has  agreed  to amend its
Restated  Certificate of  Incorporation,  as amended (the  "Charter") to require
unanimous  approval of the  Company's  Board of  Directors  for certain  defined
"major  corporate  actions",  including (i) any amendment or modification to the
Company's Charter (as hereinafter  defined) or Bylaws (as hereinafter  defined);
(ii)  any  business   combination;   (iii)  any  sale  or  transfer  of  all  or
substantially  all of the  assets of the  Company;  (iv)  certain  issuances  of
securities; (v) any acquisition or disposition or series of related acquisitions
or  dispositions  of  assets  involving  gross  consideration  in  excess of $15
million;  (vi) certain  changes in the  Company's  line of  business;  (vii) any
change in the Company's certified public  accountants;  (viii) the settlement of
certain  litigation;  or (ix) the  commencement  by the  Company of  proceedings
relating to bankruptcy, insolvency, reorganization or relief of debtors.

         A  shareholder  who  votes  in  favor  of the  Rights  Offering  is not
                                                                             ---
obligated to exercise the Rights and purchase  shares of New Preferred  Stock if
the Rights Offering is approved.  When the Rights are issued,  each  shareholder
may decide at that time whether to exercise  the Rights  which that  shareholder
receives.

          The Charter  Amendments.  To accomplish the intent of the Transaction,
the Company will amend its Charter by filing a  Certificate  of  Amendment  (the
"Certificate of Amendment") which will: (i) increase the number

                                      - 7 -
of  authorized  shares  of  Class A  Common  Stock  from  10,000,000  shares  to
20,000,000  shares;  (ii) increase the number of authorized  shares of Preferred
Stock  with  $0.025  par  value  per  share,  Class A from  4,000,000  shares to
8,200,000  shares;  (iii) create a new series of Preferred Stock With $0.025 Par
Value Per Share, Class A to be designated as Convertible Participating Preferred
Stock,  $12.00 stated value per share,  convertible  immediately  into shares of
Class A Common Stock of the  Company;  (iv)  require  unanimous  approval of the
Company's Board of Directors to authorize  certain Major  Corporate  Actions (as
hereinafter  defined);  and (v) amend Article 4, paragraph (a)(C) to remove from
operation of the Class A Special Rights (as hereinafter defined) provisions, the
acquisition  by the New Investors of the shares of Class A Common Stock issuable
upon  conversion of the New Preferred Stock acquired by the New Investors in the
Transaction.  See "Description of Capital  Stock--Description  of Class A Common
Stock and Class B Common Stock--Class A Special Rights."

          The Reason For The Transaction. For reasons described below (see "Risk
Factors--High  Ratio of Debt to  Equity"),  the Company has  concluded  that its
level of debt  should be reduced in the amount of between  $44  million  and $50
million.  At March 31, 1998,  the close of its fiscal  year,  the Company was in
violation of certain  financial  covenants in its agreements  with its short and
long-term lenders.  See "Risk  Factors--Defaults  as to Certain Loan Covenants."
The purpose of the  Transaction is to apply the net proceeds of the  Transaction
to reduce the Company's indebtedness. See "Use Of Proceeds."

                                      - 8 -
RISK FACTORS

         An  investment  in the Rights  and the New  Preferred  Stock,  which is
convertible  into Class A Common  Stock,  involves  various  risks.  Prospective
purchasers  should carefully  consider the following  information in conjunction
with the other information  appearing elsewhere in this Prospectus before making
a decision to exercise the Rights.

Impact of the Transaction on Existings Shareholders

          The  Subscription  Price of the Rights was determined on April 3, 1998
as a  result  of arm's  length  negotiations  between  the  Company  and the New
Investors and was approved by the Board of Directors of the Company, taking into
account the financial  position of the Company and the size of the  Transaction.
At the time the Subscription  Price was approved by the Board of Directors,  the
Subscription Price was equal to approximately  70.59% of the then current market
price of the Class A Common Stock. Although on the date of this Prospectus,  the
Subscription  Price  may be less  than the  market  price of the  Class A Common
Stock, the Subscription  Price may be less than or greater than the market price
of the  Class A Common  Stock at any time  prior to the  Expiration  Date  (such
period  commencing on the date of this  Prospectus  and ending on the Expiration
Date, the  "Subscription  Period").  The following  table shows the high and low
trading  price  for the  Class A Common  Stock  for the six  months  immediately
preceding the date of this Prospectus:

                  Market Price -- Nasdaq National Stock Market
                                        High           Low
                                        ----           ---
      January 1998                    $17.063        $16.750
      February 1998                   $16.500        $15.875
      March 1998                      $17.625        $15.750
      April 1998                      $17.125        $16.750
      May 1998                        $16.750        $15.625
      June 1998                       $16.375        $13.500

          The  consummation of the Stock Purchase  Agreement and the purchase of
the  Option  Shares  will  decrease  the  existing  shareholders'  proportionate
interests in the Company  (assuming  conversion of the New Preferred  Stock into
Class A Common Stock).  Those shareholders who do not exercise their Rights will
experience  an even  further  dilution of their  proportionate  interests in the
Company. If none of the Company's existing  shareholders  exercise their Rights,
the New Investors  will purchase up to 3.667 million shares of the New Preferred
Stock which (assuming  conversion of the New Preferred Stock into Class A Common
Stock) will decrease the existing  shareholders'  proportionate  interest in the
Class A Common Stock by approximately 56.9%.

         The  purchase  price for the New  Preferred  Stock is $12.00  per share
which is less than the  market  price  and  tangible  book  value of the Class A
Common Stock.  Accordingly,  the  Company's  existing  shareholders  will suffer
potential  dilution to the market value and tangible book value per share of the
Common  Stock.  See  "--Subscription   Price  for  Exercise  of  Rights;  Market
Conditions."

Industry Conditions and Price and Volume Fluctuations

         The  Company's   financial   performance  and  growth  are  related  to
conditions in the food processing  industry,  primarily the vegetable processing
industry.  The United States vegetable  processing industry is a mature industry
with a relatively modest compounded annual growth rate of less than 1% from 1992
to 1996.  The  Company's  net sales are a function of product  availability  and
market pricing. In the vegetable processing  industry,  product availability and
market  prices  tend to have an  inverse  relationship:  market  prices  tend to
decrease  as more  product  is  available  and to  increase  if less  product is
available.  Product  availability  is a  direct  result  of  plantings,  growing
conditions, crop yields and inventories, all of which vary from year to year. In
addition,  market  prices can be affected by the planting,  inventory  level and
individual  pricing  decisions  of the three or four largest  processors  in the
industry.  Generally,  market prices in the vegetable processing industry adjust
more quickly to variations in product  availability than an individual processor
can adjust its cost structure;  thus, in an oversupply situation,  a processor's
margins likely will weaken.  The Company typically has experienced lower margins
during times of industry oversupply.

          In the last three fiscal years, the vegetable  processing industry has
been characterized by excess capacity,  with resulting pressure on the Company's
prices and profit margins. In these years many of the Company's competitors have
closed processing  plants in response to the downward pressure on prices.  There
can be no  assurance  that the  Company's  margins  will  improve in response to
favorable  market  conditions  or that  the  Company  will  be  able to  operate
profitably during depressed market conditions.  See "--Losses Incurred in Fiscal
Years 1998 and 1996" and  "Management's  Discussion  and  Analysis of  Financial
Condition and Results of Operations  for the Year Ended March 31,  1998--Results
of Operations."

Dependence on Alliance Agreement

          In connection  with the  acquisition  by the Company of certain plants
and other assets of the Green Giant Division of Pillsbury,  the Company  entered
into the  Alliance  Agreement.  Pursuant to the Alliance  Agreement  and related
agreements,  the  Company  processes  and  sells  to  Pillsbury  or  Pillsbury's
designee, on a "cost plus" basis, cases of shelf-stable vegetables and processes
or partially  processes certain frozen vegetables and asparagus for Pillsbury or
its designee.

                                      - 9 -
In a transaction  concurrent with the Alliance  Agreement,  the Company
acquired  from  Pillsbury a substantial  percentage  of the tangible  production
assets of Pillsbury's  Green Giant brand of  shelf-stable  and frozen  vegetable
products, including six plants located in the midwestern and northwestern United
States.  Additional Green Giant  production  assets were acquired from Pillsbury
subsequent  to  February  1995.  All  Green  Giant  plants  referred  to in this
paragraph  are  collectively  referred to as the "Alliance  Plants".  Five Green
Giant  production  plants  were  retained by  Pillsbury  of which four have been
closed.  The total purchase price for the Alliance Plants was $93.7 million,  in
payment of which the Company  initially paid Pillsbury $13.1 million in cash and
issued to Pillsbury an 8% Secured Nonrecourse  Subordinated  Promissory Note due
September 30, 2009 (the  "Pillsbury  Note") for the unpaid  principal  amount of
$80,583,000.  The Pillsbury Note requires the Company to pay annual installments
of principal on each October 20 and a final major principal payment on September
30, 2009.  Interest on the  Pillsbury  Note is required to be paid  quarterly on
each of the last days of March,  June,  September and  December.  As a result of
Pillsbury's  conversion of two annual principal installments totaling $6 million
into Class A Common Stock, and the payment of an annual principal installment on
the Pillsbury Note on October 20, 1997,  the  outstanding  principal  balance at
March 31, 1998 was $71,583,000.

         Inasmuch as Pillsbury sold to the Company or closed  substantially  all
of its Green Giant production facilities and hopes to benefit under the Alliance
Agreement by paying  lower  product  costs than it might  otherwise  incur,  the
Company,  beginning  in its fiscal year ended March 31,  1996,  has been a major
supplier of Pillsbury's  Green Giant  vegetable  products.  Green Giant products
packed by the  Company in the  Company's  fiscal  years ended March 31, 1997 and
March 31,  1998  constituted  approximately  54% and 40%,  respectively,  of the
Company's  sales for such period.  The Company  expects that, in the foreseeable
future while the Alliance  Agreement  remains in effect,  Green Giant vegetables
will be the largest single product line of the Company.

         The Alliance  Agreement  has an initial term ending  December 31, 2014,
and will be  extended  automatically  for  additional  five  year  terms  unless
terminated in accordance  with the  provisions of the Alliance  Agreement.  Upon
virtually all of the causes of termination enumerated in the Alliance Agreement,
Pillsbury  will acquire  legal title to the  Alliance  Plants and certain of the
other assets which the Company  acquired from Pillsbury,  and various  financial
adjustments between the parties will occur. If Pillsbury terminates the Alliance
Agreement  without cause,  it must pay the Company a termination  payment of $20
million.  Pillsbury  holds  mortgage  and  security  interests  in the  property
transferred  to the Company and any  replacement  property to enforce its rights
under the Alliance Agreement and the Pillsbury Note. Pillsbury will look to that
property,  and not to the other  property of the Company,  to satisfy its claims
under the Pillsbury Note (except for damages in particular  circumstances,  such
as the  Company's  fraud or  intentional  misconduct,  its  failure to turn over
insurance or condemnation  proceeds of the secured  property or to turn over the
property  as  required  by the  Pillsbury  Note or comply  with the  termination
provisions  of  the  Alliance  Agreement  or  under  certain  provisions  of the
Bankruptcy  Code).  The  Pillsbury  Note has extensive  provisions  defining the
remedies  against the  Company  and the  relative  rights of  Pillsbury  and the
Company's  long-term  insurance  lenders and  revolving  credit bank  lenders in
certain circumstances such as default by the Company.

         The  Company's  sales and  financial  performance  under  the  Alliance
Agreement and its sales of Green Giant products  depend to a significant  extent
on the Company's success in

                                     - 10 -
producing  quality Green Giant  vegetables at competitive  costs and Pillsbury's
success in  marketing  the  products  produced  by the  Company.  The ability of
Pillsbury to  successfully  market these  products will depend upon  Pillsbury's
sales  efforts,  as  well  as the  factors  described  above  under  "--Industry
Conditions and Price and Volume Fluctuations." The Company cannot give assurance
as to the volume of Pillsbury's sales and cannot control many of the key factors
affecting that volume. The Alliance  Agreement  contains extensive  covenants by
the Company with respect to quality and delivery of products, maintenance of the
Alliance Plants and other standards related to performance.  If the Company were
to fail in its  performance of these  covenants,  Pillsbury would be entitled to
terminate the Alliance Agreement.

          Termination of the Alliance Agreement will, in most cases, entitle the
Company's principal lenders, including long-term insurance lenders and revolving
credit bank lenders (and other lenders  whose loan  agreements  incorporate  the
default provisions of the Company's  revolving credit  agreement),  to declare a
default under the Company's loan  agreements  with them.  The principal  lenders
have a security  interest in certain payments to be received by the Company from
Pillsbury on  termination  of the  Alliance  Agreement  from  Pillsbury or other
buyers of Green Giant  inventory.  Unless the  Company  were to enter into a new
substantial  supply  relationship  with  Pillsbury  or another  major  vegetable
marketer  and acquire  substantial  production  capacity to replace the Alliance
Plants, any such termination would substantially  reduce the Company's sales. If
termination were to occur while  substantial  indebtedness of the Company to its
long-term  insurance lenders and revolving credit bank lenders were outstanding,
as is currently the case, a restructuring of the debt payment terms would likely
be necessary to avoid a payment  default in addition to the default by reason of
the termination of the Alliance Agreement.

Losses Incurred in Fiscal Years 1998 and 1996

         Fiscal Year 1998. For the fiscal year ended March 31, 1998, the Company
reported a net loss of  $5,144,000  (loss of $0.87 per share) on sales of $703.2
million as compared to fiscal year 1997 in which the Company  reported  earnings
of $7.5 million (earnings of $1.27 per share) on sales of $730.2 million.

         The major causes for the losses were:

     (1)  Lower  selling  prices  on  vegetables  due  to  an  ongoing  industry
oversupply due in part to an above-budget pack for the second  consecutive year.
See "--Industry Conditions and Price and Volume Fluctuations."

     (2) Declines in apple product prices which were greater than the decline in
apple product  costs.  See "--Trends  Resulting in  Fluctuating  Prices in Apple
Products."

     (3) Increased  pressure on pricing for frozen apple concentrate as a result
of the decline in consumption of frozen concentrates. See "--Trends Resulting in
Fluctuating Prices in Apple Products."

         The losses in the 1998 fiscal year were  attributable  primarily to the
continued  oversupply  conditions in the vegetable  industry and the pressure on
both vegetable and fruit product prices.  The difficult  competitive  conditions
required a more costly  selling  program  than in the  preceding  year,  further
eroding margins.

     Fiscal Year 1996. The Company's fiscal year ended March 31, 1996,  resulted
in an  after-tax  loss of  $10.147  million  (loss of $1.81  per share ) for the
Company. The major causes of the losses were:

                  (1) Reduced  production in the 1995 pack season,  particularly
         in  the  Company's  Eastern  Division  vegetable  plants.  The  Company
         experienced  start-up  problems  during and after  installation  of new
         equipment  and  relocation  and  modification  of  existing   Pillsbury
         equipment which was removed from closed  Pillsbury plants and installed
         in  the  Company's   plants.   The  Company  made   aggregate   capital
         expenditures  of  approximately   $68  million  involving  37  separate
         projects  to  prepare  for a larger  volume  pursuant  to the  Alliance
         Agreement.  The  magnitude  of that  capital  program,  which had to be
         completed  in  approximately  six months' time to be ready for the 1995
         pack season, exceeded any prior capital program by the Company within a
         comparable  period of time. During the 1996 pack season (in fiscal year
         1997), the Eastern  Division  plants,  which had generated the greatest
         problems in 1995,  generally performed in accordance with the Company's
         expectations.

                                     - 11 -
(2)  During  the  summer of 1995,  operations  in the  Eastern
         Division (New York plants) were adversely affected by the worst drought
         in New  York  in 20  years,  which  further  reduced  Eastern  Division
         vegetable production.

The  combination  of these two  factors  resulted in a  non-recurring  charge of
approximately  $15.1  million,  before  income tax benefit,  for the 1996 fiscal
year.

         The 1996 fiscal year was the first year of operation under the Alliance
Agreement.   The  Company  did  not  receive   orders  from   Pillsbury  at  the
originally-anticipated  levels  because of the  existence of  substantial  Green
Giant  vegetable  inventories  carried  over from the prior  year  (pre-Alliance
Agreement).  Consequently,  the Company  substantially  increased  its  finished
inventory  levels and had to defer the  conversion  of inventory to sales.  This
adversely  affected  the  Company's  cash flow and  income  and  necessitated  a
modification  of certain  financial  covenants in the Company's loan  agreements
with its revolving credit bank lenders and its long-term  insurance lenders,  as
the Company could not have complied with the unmodified covenants.

Trends Resulting in Fluctuating Prices in Apple Products

         The  Company  has been the leader in U.S.  sales of frozen  concentrate
apple juice in which its Seneca brand name has had strong  consumer  acceptance.
However,  total sales of all brands in this product category have declined at an
annual  rate of  approximately  5% in recent  years,  as  consumers  have  shown
preference for the non-concentrate,  ready-to-drink juice products.  The Company
expects this trend to continue. The Company's product is not the largest selling
brand in the ready-to-drink category and competes with a number of well-

                                     - 12 -
established  competitors with larger advertising budgets than the Company's.  In
fiscal year 1998, the Company  expended  approximately  $3.2 million  converting
certain  juice  production  lines  to  plastic  bottles  in  its  southwest  and
midwestern facilities.  Competition from other drinks and juices and the limited
amount of  available  shelf space at the  retailer  level is also  limiting  the
overall sales of apple juice regardless of package type.

         A substantial  portion of the Company's apple juice supply is purchased
in the form of concentrate from world-wide  sources.  The cost of this commodity
has fluctuated during the Company's existence.  During the two-year period ended
March 31, 1997, a shortage of apple juice  concentrate  increased  the Company's
total costs.  In the Company's  experience,  raising  prices to maintain  profit
margins on apple juice products has reduced consumer demand for the product,  so
that the Company's  profit margin has eroded in periods of high supply costs. In
the juice  business,  the apple  industry is going through  enormous  structural
changes with increasing  quantities of apple concentrate being imported into the
U.S.  from  overseas,   primarily  South  America,  China  and  Eastern  Europe.
Therefore,  the current cost of apple  concentrate  is lower than it had been in
the period from 1995 to 1997, but the Company expects that, at some undetermined
future  date,  the  recent   downward  trend  in  costs  will  reverse   itself.
Furthermore,  the import of large  quantities of apple  concentrate is impacting
the amount of apples that the  Company is  processing  at its plants  located in
Washington,  New York and North Carolina.  In the Company's four  apple-pressing
facilities,  only one facility  pressed any  quantities  of apples in the fiscal
year ended March 31,  1998.  While the imported  concentrate  lowers the cost of
goods for products sold by the Company and its competitors,  the Company, unlike
several  competitors,  must  absorb  the  overhead  burden of its  underutilized
domestic facilities.

High Ratio of Debt to Equity

          The  purchase  of the  Alliance  Plants,  the cost of the  substantial
capital  improvements  effected  prior  to  the  1995  packing  season  and  the
significant  increase in the Company's  working capital  requirements to produce
and hold large  inventories of products packed under the Alliance  Agreement has
resulted not only in substantially  increased sales, but has also increased both
Company debt and the ratio of Company debt to its assets.  The  following  table
illustrates  the increased debt to equity ratio of the Company at the end of the
fiscal years and periods  listed below and on a pro forma basis  (assuming a $44
million equity investment pursuant to the Transaction).
Pro Forma
                                       March 31       March 31,          March 31,        March 31,       March 31,       July 31,
                                         1998           1998               1997             1996            1995            1994
                                       ---------      ---------          ---------        ---------       ---------       --------
Total outstanding debt (000 omitted)   $257,703        $301,703           $251,593         $340,264        $227,074        $59,425

Current ratio
  (current assets:current             2.60:1.00       1.79:1.00          2.78:1.00        1.59:1.00       3.30:1.00      2.28:1.00
liabilities)
Ratio of total assets to total        1.39:1.00       1.23:1.00          1.29:1.00        1.21:1.00       1.31:1.00      1.76:1.00
liabilities
Long-term debt/equity                   171%            256%               239%             249%            244%            58%
Total liabilities/equity                257%            433%               344%             476%            324%            131%
- 13 -
The terms and conditions of the Company's  revolving  credit  facility
and the other  indebtedness of the Company  currently impose  restrictions  that
restrict,  among other things,  the ability of the Company to incur debt, create
liens, pay dividends, make acquisitions and make capital expenditures.  Terms of
the  Company's  indebtedness  also  require  it  to  satisfy  certain  financial
covenants on a quarterly basis. The ability of the Company to make cash payments
to  satisfy  its  indebtedness  and to comply  with such  financial  or  similar
covenants as may be contained in future  agreements  will depend upon its future
operating performance,  which is subject to prevailing economic conditions,  and
to financial,  business and other factors beyond the Company's control. The high
debt to equity ratio of the Company  could  affect the Company in the  following
circumstances,  among others:  (i) limiting the  Company's  ability to withstand
competitive  pressures or a downturn in its business or in the economy; and (ii)
impairing  the  Company's  ability  to obtain  additional  financing;  and (iii)
limiting the  Company's  flexibility  to take  advantage of market trends in the
food processing industry.  See "--Dependence on Alliance  Agreement;"  "--Losses
Incurred in Fiscal Years 1998 and 1996."

Defaults as to Certain Loan Covenants

          The Company  currently  is in default of certain loan  covenants  with
certain of its short-term and long-term lenders.  As a remedy for default,  each
lender has the right to require  the Company to  immediately  prepay all amounts
owing to the lenders.  The agent bank for the  short-term  lenders has indicated
its  intention  to waive the  Company's  defaults  subject to securing  required
consents  from  other   participating   banks.   The   long-term   lenders  have
unconditionally waived the defaults as of March 31, 1998 and have amended (or in
one instance agreed to amend) the covenants  effective in fiscal year 1999 so as
to conform to financial  results which the Company  believes to be achievable if
it successfully  executes its fiscal 1999 business plan. The Company can give no
assurance that it will successfully execute the 1999 business plan.

Seasonality and Quarterly Fluctuations

         The  Company's  operations  are  affected by the growing  cycles of the
vegetables it processes. When the vegetables are ready to be picked, the Company
must harvest and process the  vegetables  or forego the  opportunity  to process
fresh picked vegetables for an entire year. Most of the Company's vegetables are
grown by farmers under contract to the Company.  Consequently,  the Company must
pay the contract  grower for the  vegetables  even if the Company cannot or does
not harvest or process them. Most of the Company's  production occurs during the
second quarter (July through September) of each fiscal year (due to the timing

                                     - 14 -
of crop production and climate  conditions) and a majority of sales occur during
the third and fourth  quarter of each fiscal  year (due to seasonal  consumption
patterns for its products). Accordingly, inventory levels are highest during the
second and third quarters, and accounts receivable levels are highest during the
third and  fourth  quarters.  Net sales  generated  during  the third and fourth
quarters of each fiscal year have a significant  impact on the Company's results
of operations.  Because of seasonal fluctuations,  the results of any particular
quarter will not  necessarily  be indicative of results for the full year or for
future years.

Some Characteristics of the Competition

         All of the  Company's  products  compete with those of other  national,
major and smaller  regional food processing  companies under highly  competitive
conditions.  Some of the Company's major  competitors in the vegetable  business
are Del Monte  Corporation,  Dean Foods and Chiquita Brands  International.  The
Company also sells  vegetable  products  which compete with  Pillsbury  products
manufactured  by  the  Company  under  the  Alliance  Agreement.  The  Company's
competitors  in the fruit juice and fruit products  business  include the Minute
Maid division of Coca-Cola Company, the Mott's product line of Cadbury-Schweppes
plc, Tropicana Products, Welch's, Ocean Spray, Tree Top and others.

         Welch's,  Ocean Spray and Tree Top are  cooperatives.  They are able to
obtain financing through cooperative banks, which generally provide financing at
lower  costs  and on more  favorable  terms  than  non-cooperatives  such as the
Company are able to obtain from their lenders. Because cooperatives are owned by
the growers,  they are able to pay the growers last (i.e.,  after  inventory has
been sold)  whereas the Company and other  non-cooperatives  are required to pay
the growers first regardless of whether the inventory has been sold.

         All  but  one of the  competitors  specifically  identified  in the two
preceding paragraphs have greater sales and assets than the Company.

         The   vegetable   business  in  the  last  three  years  has  undergone
consolidation  as a result  of  adverse  market  conditions,  and  many  smaller
companies  have  been  acquired  by  the  Company  or  its  competitors.  Future
acquisitions   may  increase  the  market  strength  of  the  Company's   larger
competitors.

Uncertain Market for the Rights and the New Preferred Stock

         The New Preferred  Stock and the Rights will not be listed for trading.
There can be no  assurance  that a market for the Rights will  develop  prior to
their  Expiration  Date,  which is 20 days  after  the date of this  Prospectus,
unless  it is  extended;  nor is  there  assurance  that a  market  for  the New
Preferred  Stock will  develop.  If a market  develops for the Rights or the New
Preferred  Stock,  there is no  assurance as to the price at which the Rights or
New Preferred Stock will trade.  Any market that may develop may be volatile and
unreliable.

          Following the Expiration Date, a subscribing  Rights Holder may or may
not be able to sell  shares  of New  Preferred  Stock  purchased  in the  Rights
Offering at a price equal to or greater than the Subscription  Price. When made,
the  election of a Rights  Holder to exercise  Rights in the Rights  Offering is
irrevocable.  Moreover,  until  certificates are delivered,  subscribing  Rights
Holders may not be able to sell the New Preferred Stock that they have purchased
in the Rights Offering.  Certificates  representing  shares of the New Preferred
Stock purchased pursuant to the Rights Offering will be delivered to subscribers
as soon as practicable after the date of purchase  thereof.  No interest will be
paid to Rights Holders on funds delivered to the Subscription  Agent pursuant to
the exercise of Rights pending delivery of shares of New Preferred Stock to such
holders.

Tax Consequences to Shareholders on Sale of Rights or New Preferred Stock

         When stock or stock rights are received in a  non-taxable  distribution
as is the case with  respect to the  Rights  received  in the  Rights  Offering,
certain  restrictions  may  apply to a  subsequent  sale of the  Rights or stock
acquired  on  exercise  of the  Rights.  If the  rights  or  stock  acquired  is
characterized,  for federal  income tax  purposes,  as being  "stock  other than
common  stock," then the amount  realized  from the sale of such stock or rights
may, in whole or in part, be treated as ordinary  income.  The Company  believes
that,  because the participation  rights granted to holders of the New Preferred
Stock  permit full  participation  in corporate  growth,  the Rights and the New
Preferred Stock should be treated as common stock for these  purposes.  There is
no clear  statutory  definition  of the term  "stock  other than  common  stock"
however,  and it is possible  for the  Internal  Revenue  Service (the "IRS") to
challenge this position.

         Even if the Rights or the New Preferred  Stock are classified as "stock
other than common stock," there are several methods available to shareholders to
avoid the adverse  tax  consequences  arising  from this  designation.  Ordinary
income  treatment  will not apply on sale or other  disposition of the Rights or
the New Preferred Stock: (i) if the sale terminates the entire stock interest of
the shareholder in the Company;  (ii) if the New Preferred Stock is converted to
Class A Common  Stock  and the sale is of the  Class A  Common  Stock;  (iii) in
transactions  where gain or loss to the shareholder is not  recognized;  or (iv)
where it is  established  to the  satisfaction  of the Secretary of the Treasury
that the transactions were not in pursuance of a plan having one

                                     - 16 -
of its principal purposes the avoidance of federal income tax. If the Rights and
the New Preferred  Stock are not treated as "stock other than common  stock," or
if one of the above exceptions apply, then a shareholder who sells the Rights or
the New  Preferred  Stock will  recognize  gain or loss equal to the  difference
between the sale proceeds and such shareholder's basis (if any) in the Rights or
the New Preferred  Stock sold.  Such gain or loss will generally be capital gain
or loss, long or short-term, depending upon whether the shareholder has held the
Rights or the New Preferred Stock for more than one year (for application of the
maximum 28% federal  mid-term rate) or for more than 18 months (for  application
of the maximum 20% federal long-term rate).  Inasmuch as the Rights will have no
value  after the  Expiration  Date,  sale of the Rights  will  necessarily  have
involved a short-term holding period.

Possible Adverse Future Accounting Effect on Earnings-Per-Share Allocable to
Common Stock

         If, on issuance of the New Preferred Stock, its $12.00 per share stated
value is less than the  then-current  market  price of a share of Class A Common
Stock into which it is convertible,  the excess of that market price over $12.00
multiplied by the number of shares of New Preferred Stock issued (the "Aggregate
Discount") will be treated under  accounting  rules applicable to the Company as
analogous to a dividend with respect to the New Preferred  Stock. For accounting
purposes,  the Aggregate  Discount will be charged against earnings per share of
the Company's Common Stock in the fiscal year ending March 31, 1999. The Company
cannot  predict the market  price of the Class A Common Stock on the issuance of
New Preferred  Stock,  and therefore it cannot now estimate whether an Aggregate
Discount will exist or, if it does exist,  the amount of the Aggregate  Discount
with respect to any assumed number of shares of New Preferred Stock to be issued
in the Transaction.

          Solely as an example of the accounting  effect,  assuming that (1) the
$13.50  reported  closing price of Class A Common Stock on July 6, 1998 was also
the price at the time of issuance of the New  Preferred  Stock and (2) 3,666,667
shares of New  Preferred  Stock were issued in the  Transaction,  the  Aggregate
Discount would be $5,500,001.  This Aggregate Discount would reduce earnings per
share  (diluted) in the fiscal year ending  March 31,  1999,  by $0.57 per share
(based upon 9,606,347 shares of the Company's  Common Stock  outstanding at July
6, 1998),  thereby  reducing per share earnings or increasing per share loss for
the fiscal 1999 year.

Failure to Satisfy Closing Conditions to Stock Purchase Agreement

          The Rights Offering is not  conditioned  upon the closing of the Stock
Purchase  Agreement and, if the parties to the Stock Purchase  Agreement fail to
satisfy the  conditions  to Closing or otherwise  terminate  the Stock  Purchase
Agreement,  the shareholders  purchasing shares of New Preferred Stock will hold
the shares of the New Preferred  Stock they purchased for $12.00 per share,  yet
the New Investors will not have made their equity investment of $44 million. The
Company's equity  investment and ability to reduce its outstanding  indebtedness
will be substantially limited. See "High Ratio of Debt to Equity."

                                      -17 -
New Investors' Influence On the Company's Policies

          Assuming none of the Company's  shareholders  exercise the Rights, the
New Investors will be entitled to purchase 3.667 million shares of New Preferred
Stock pursuant to the  Transaction,  which if  immediately  converted into 3.667
million shares of Class A Common Stock,  would give the New Investors  ownership
of 4.6% of the voting power of the Company. The combined voting power of the New
Investors and the Related Marks Shareholders (as hereinafter  defined) (assuming
conversion  of the New  Preferred  Stock into shares of Class A Common Stock and
the exercise of their Rights by the Related Marks Shareholders) will be 19.3%.

         Even if the Transaction is not consummated, the New Investors will have
the  option  to  purchase  1,181,966  shares  of New  Preferred  Stock  which is
immediately convertible into

                                     - 18 -
1,181,966 shares of Class A Common Stock. Assuming such immediate conversion the
combined  voting power of the New Investors  and the Related Marks  Shareholders
(as hereinafter defined) will be 19.6%.

         Certain  provisions in the Stock Purchase  Agreement,  the Shareholders
Agreement and the Certificate of Amendment  provide other  opportunities for the
New  Investors  to  exercise  influence  over the  Company.  One such  provision
requires  that the size of the  Company's  Board of Directors be increased  from
seven to nine  members and that the  Investor  Designees  be elected to fill the
newly  created  positions.  Another  provision  assures that at least 22% of the
membership of each committee of the Board of Directors shall consist of Investor
Designees.  The Investor  Designees  may be removed by the New Investors and the
resulting vacancy shall be filled with persons  designated by the New Investors.
The New Investors' right to have its designees  nominated to the Company's Board
of Directors and serve on committees of the Board of Directors  continues  until
such  time as the New  Investors,  in the  aggregate,  own less  than 10% of the
outstanding  Class A Common  Stock  (assuming  conversion  of all  shares of New
Preferred Stock into Class A Common Stock).

         Furthermore,  the Charter will be amended to require that certain Major
Corporate  Actions  (as  hereinafter  defined)  including,  but not  limited to,
certain  sales of  assets,  mergers  and  change  in  accountants  will  require
unanimous  approval of the  Company's  Board of  Directors.  Therefore,  any one
director of the Company, including the Investor Designees, will have the ability
to prohibit any of these major decisions from being approved.  See  "Description
of the  Transaction--The  Charter  Amendments" and "Description of New Preferred
Stock--Special Voting Requirements."

Wolcott and Kayser Families' Influence on the Company's Policies

          In comparison to the voting power of the New Investors and the Related
Marks  Shareholders  (as  hereinafter  defined),  the members of the Wolcott and
Kayser  families,  which have been identified in prior Company proxy  statements
and other  Company  documents as  collectively  in control of the Company,  will
continue to have 36.8% of the total voting  power of all classes of  outstanding
stock of the Company  after  issuance of 3.667  million  shares of New Preferred
Stock and prior to any  conversion  of such  shares  into Class A Common  Stock.
Assuming that (1) the New Investors  acquire the maximum  number of shares which
they can acquire in the Transaction and the Related Marks Shareholders  exercise
all Rights  distributed to them as current  shareholders,  (2) the New Investors
and Related Marks  Shareholders  (as hereinafter  defined) convert all shares of
New  Preferred  Stock  acquired by them into shares of Class A Common  Stock and
except for that conversion, neither reduce nor increase their aggregate holdings
of Company voting stock,  (3) the Wolcott and Kayser families neither reduce nor
increase their aggregate  holdings of Company voting stock after the Transaction
and (4) the Company issues no more shares of voting stock after the  Transaction
except in conversion of New Preferred  Stock,  the aggregate voting power in the
election of directors of the New Investors and Related Marks  Shareholders  will
be 22.6% and,  of the Wolcott and Kayser  families,  will be 39.1%.  The Company
cannot predict whether any assumption  stated in the preceding  sentence will be
correct or, if correct,  will occur within any definite future period; from time
to time,  the Company will be obligated  to issue  additional  shares of Class B
Common Stock to satisfy  certain  Company  contribution  requirements  under its
existing  Employees Savings Plan, but these issuances are not expected to effect
in any material way the allocation of voting power.

                                     - 19 -
The Shares of Class A Common Stock Have Low Voting Power

          Each share of Class A Common Stock (into which the New Preferred Stock
is convertible) has one-twentieth  (1/20) of one vote on all matters requiring a
shareholder  vote,  while  each share of Class B Common  Stock,  as well as each
share of the Company's  outstanding preferred stock has one vote (other than the
New  Preferred  Stock  which have no votes and the Six Percent  (6%)  Cumulative
Voting  Preferred  Stock  which are only  entitled  to vote with  respect to the
election of directors). In the election of directors and other matters which are
not subject to a class vote,  holders of Class A Common Stock have substantially
less voting  power than  holders of Class B Common  Stock  proportionate  to the
relative market value of those two classes of stock. See "Description of Capital
Stock--Description of Class A Common Stock and Class B Common Stock--Voting."

Concentration of Voting Power

          As of the date of this  Prospectus,  the families of Arthur S. Wolcott
and Kraig H. Kayser (the "Wolcott and Kayser  Families" and "Wolcott or Kayser
Families")  collectively exercise  approximately 41.1% of the total voting power
of the Company.  The capital  structure  and the  concentrated  ownership of the
Wolcott  and  Kayser  Families  in the Class B Common  Stock  and the  Company's
preferred stock are likely to limit substantially the possibility of and chances
of success  for a hostile  tender  offer,  which is  usually  at a premium  over
then-current market price of a target company's stock or other takeover proposal
or proxy contest which could remove directors if the Wolcott and Kayser Families
are opposed to such offer or proposal.

          As set forth  (with  relevant  assumptions)  under  "--New  Investors'
Influence  on the  Company's  Policies"  and  "--Wolcott  and  Kayser  Families'
Influence on the Company's Policies," after consummation of the Transaction, the
Wolcott and Kayser families will control approximately ___% to ___% of the total
shareholder vote and the New Investors and their Related Marks  Shareholders (as
hereinafter defined) will control approximately ___% to ___% of such vote.

         In the election of directors and other matters which are not subject to
a class vote,  holders of Class A Common  Stock have  substantially  less voting
power than holders of Class B Common Stock  proportionate to the relative market
value  of  those  two   classes   of  stock.   See   "Description   of   Capital
Stock--Description of Class A Common Stock and Class B Common Stock--Voting."

Certain Anti-Takeover Provisions

         Certain  provisions of the Alliance  Agreement and the Company's credit
facilities,  the Company's  Charter,  and the Company's  Bylaws, as amended (the
"Bylaws"),  could  have the  effect of  preventing  or  delaying  a person  from
acquiring or seeking to acquire a substantial equity interest in, or control of,
the Company.  The Bylaws and Charter provide,  among other things, for staggered
board of directors'  terms. See "Description of Capital  Stock--Restrictions  on
Acquisition of the Company--Certain  Charter and Bylaw Provisions." The Alliance
Agreement  states that it may be terminated by Pillsbury if any person  acquires
30% or more of the  combined  voting  power of the  Company's  then  outstanding
voting securities,  or the shareholders of the Company approve certain specified
business  transactions.  The Company's  long-term credit facility  provides that
certain lenders may require the Company to prepay certain of its indebtedness if
(i) any person or group  (other  than the Wolcott or Kayser  Families)  acquires
shares of the  Company  representing  50% or more of the  total  number of votes
which the Company's  shareholders shall be entitled to cast; or (ii) the Wolcott
and Kayser Families shall cease to own, directly or indirectly,  at least 25% of
the Company.  The Company's  revolving credit facility provides that an event of
default  occurs if (i) any  person or group,  other  than the  Wolcott or Kayser
Families,  acquires  capital  stock  possessing  either 30% or more of the total
number of votes which the  Company's  shareholders  shall be entitled to cast or
the right

                                     - 20 -
to elect 30% or more of the  Company's  Board of  Directors;  or (ii) during any
period of 12 consecutive months, the individuals who at the beginning of such 12
month period were  directors of the Company cease for any reason to constitute a
majority of the Board of Directors of the Company.

No Dividends

         The terms of the New  Preferred  Stock  provide for dividends per share
equal to the  dividends  per share  paid on Class A Common  Stock.  The  Company
historically has not declared or paid any cash dividends on its shares of Common
Stock and does not anticipate  paying such dividends in the foreseeable  future.
Furthermore,  the Company's  multi-year credit facilities  restrict,  and future
credit agreements may restrict, the payment of dividends on Common Stock without
lender permission. See "--High Ratio of Debt to Equity."

Dependence on Key Personnel

         The  Company's  success is  dependent  to a great extent on its current
management  team and other key personnel,  the loss of one or more of whom could
have a material adverse effect on the Company. The Company does not maintain key
person life insurance policies on any of its executive officers.

Regulation

         United States and foreign  governmental laws,  regulations and policies
directly affect the agricultural industry and the vegetable processing industry.
The Company is subject to  regulation by the Food and Drug  Administration,  the
United States  Department of  Agriculture,  the Federal  Trade  Commission,  the
Environmental  Protection  Agency and various state agencies with respect to the
production,  packaging,  labeling  and  distribution  of its food  products.  In
addition,  the disposal of solid and liquid  vegetable waste material  resulting
from the  preparation  and  processing  of foods is subject to various  federal,
state  and  local  laws  and  regulations  relating  to  the  protection  of the
environment.  In some international  markets, there are regulations and policies
designed  to  discourage  the  importation  of  agricultural  commodities.   The
application  or  modification  of  existing,  or  the  adoption  of  new,  laws,
regulations or policies  could have an adverse effect on the Company's  business
and results of operations.

Forward-Looking Statements

          The Private Securities  Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. This Prospectus contains or will contain
forward-looking  statements  within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act.  Such  statements  include  information
relating  to the  effect  of  amendments  to  and  dependence  on  the  Alliance
Agreement, reduction or mitigation of debt to equity ratio, industry conditions,
losses  incurred in the fiscal years ended March 31, 1998 and 1996,  fluctuating
apple concentrate prices, impact of the Transaction on the

                                     - 21 -
Company's  shareholders,  market for the Rights and the New Preferred Stock, tax
consequences,  future capital  expenditures,  business  development  activities,
financing  sources and  availability  and the effects of regulations  (including
environmental  regulations) and competition.  Such  forward-looking  information
involves  important  risks and  uncertainties  that could  significantly  affect
anticipated results in the future, and accordingly, such results may differ from
those expressed in any forward-looking  statements contained in this Prospectus.
These risks and  uncertainties  include,  but are not limited to,  uncertainties
affecting the food  processing  industry,  risks  relating to the  dependence on
certain  contractual  arrangements  (including the Alliance Agreement) and risks
relating to seasonal fluctuations.

                                     - 22 -
DESCRIPTION OF THE TRANSACTION

The Stock Purchase Agreement

          General.  The Board of Directors of the Company has approved the Stock
Purchase Agreement,  dated as of June 22, 1998, by and among the Company and the
New Investors. The discussion and description of the material terms of the Stock
Purchase  Agreement  in this  Prospectus  are subject to and  qualified in their
entirety  by  reference  to the  Stock  Purchase  Agreement,  a copy of which is
attached  hereto  as  Appendix  A and  which  is  incorporated  herein  by  this
reference.

          Pursuant to the Stock Purchase Agreement,  and subject to the approval
of the Rights Offering and related  proposals by the shareholders of the Company
the  Company  will  receive an equity  investment  in the amount of between  $44
million and $50 million. First, 1.167 million shares of New Preferred Stock will
be issued  and sold by the  Company to the New  Investors  in  exchange  for $14
million, or $12.00 per share.  Second, the Stock Purchase Agreement provides for
a $36  million  Rights  Offering  for shares of the New  Preferred  Stock to the
holders of the Company's  Common Stock. The purchase price for the shares of New
Preferred Stock to be purchased by the New Investors or holders of Rights in the
Rights  Offering will be $12.00 per share.  The New Investors have agreed to act
as standby  purchasers  of shares of New  Preferred  Stock not  purchased by the
Company's  shareholders  in the Rights  Offering (up to a maximum of 2.5 million
shares, or $30 million).

          Representations and Warranties.  The Stock Purchase Agreement contains
customary representations and warranties of the Company relating to, among other
things: (i) due organization of the Company and similar corporate matters;  (ii)
corporate power and authority to execute and deliver and perform its obligations
under the Stock Purchase Agreement, the Shareholders Agreement, the Registration
Rights Agreement (as hereinafter  defined) and the Rights; (iii) nonexistence of
certain material transactions with any shareholder,  director, officer, employee
or  affiliate  of the  Company;  (iv) the  absence  of  certain  contraventions,
conflicts,  and breaches arising out of the execution,  delivery and performance
of the Stock Purchase Agreement,  the Shareholders  Agreement,  the Registration
Rights Agreement, the Rights and the Certificate of Amendment (collectively, the
"Transaction  Documents");  (v)  consents,  approvals,  authorizations,  orders,
registrations,  filings or qualifications necessary for the execution,  delivery
and  performance of the  Transaction  Documents;  (vi) capital  structure of the
Company;  (vii)  nonexistence  of a  shareholders'  rights plan,  poison pill or
similar   arrangement;   (viii)  nonexistence  of  certain  registration  rights
inconsistent with those granted to the New Investors in the Registration  Rights
Agreement;  (ix)  subsidiaries  of the  Company;  (x)  delivery  and accuracy of
certain  documents filed with the Commission;  (xi)  preparation and delivery of
certain financial statements of the Company; (xii) absence of certain violations
or defaults of the Company and its  subsidiaries;  (xiii)  licenses and permits;
(xiv)  sufficient  title to all material  properties owned by the Company or its
subsidiaries  that are  necessary for the conduct of the business of the Company
and its subsidiaries;  (xv) the Company's intellectual  property,  environmental
matters,  litigation,  tax,  labor,  and employee  benefits,  status of material
adverse  events  since March 31,  1997,  contingent  liabilities  and absence of
finder's fees,  (xvi) the Company not being an "investment  company"  within the
meaning of the Investment  Company Act of 1940, as amended;  (xvii) exemption of
the  issuance of the New  Preferred  Stock,  Class A Common Stock and the Rights
from registration  under the Securities Act; (xviii) use of proceeds;  and (xix)
to the Company's knowledge, full disclosure by the Company in the Stock Purchase
Agreement, the Company's disclosure letter prepared in connection with the Stock
Purchase  Agreement,  documents  filed with the  Commission  or other  documents
delivered by the Company to the New Investors.

         The Stock Purchase  Agreement contains  customary  representations  and
warranties  of the New  Investors  relating  to,  among  other  things:  (i) due
organization  and  other  corporate  and  partnership  matters;  (ii)  power and
authority to enter into the Stock Purchase Agreement,

                                     - 23 -
Shareholders  Agreement and Registration Rights Agreement;  (iii) the absence of
certain  contraventions,  conflicts  or breaches  arising out of the  execution,
delivery and  performance  of the Stock  Purchase  Agreement,  the  Shareholders
Agreement and the  Registration  Rights  Agreement;  (iv)  consents,  approvals,
authorizations,  orders,  registrations,  filings  or  qualifications;  (v)  the
acquisition  of the New  Preferred  Stock  and  Class A Common  Stock by the New
Investors  for  their  own  account  and for  investment  purposes  and  with no
intention of  distributing  or reselling the New Preferred Stock and the Class A
Common Stock in any transaction that would be in violation of the Securities Act
or the securities laws of any state; (vi) third party agreements; (vii) finder's
fees;  (viii)  ownership  of common  stock by the New  Investors;  and (ix) full
disclosure by the New Investors in connection with this  Registration  Statement
and the proxy  statement to be filed by the Company in connection  with the 1998
Annual Meeting of its Shareholders at which the Transaction will be voted upon.

         The  representations,  warranties and covenants  contained in the Stock
Purchase  Agreement  survive the execution and delivery and the closing  thereof
(the "Closing") for three years after the date of closing (the "Closing  Date");
provided,  however,  that the representations and warranties regarding corporate
existence,  power and authority,  capitalization  of the Company,  environmental
matters,  tax  matters  and  employee  benefits  matters  shall  survive  for an
indefinite time period.

          Closing  Conditions.  The obligations of the New Investors are subject
to satisfaction of the following  conditions,  among others,  at or prior to the
Closing  (unless  waived):  (i)  the  Company  and  certain  of its  substantial
shareholders shall have complied with and performed in all material respects the
terms,  covenants  and  conditions  of the  Stock  Purchase  Agreement  and  the
representations  and  warranties  made  therein by the Company  will be true and
correct at and as of the Closing;  (ii) the shareholders shall have approved the
Transaction  (although an affirmative  vote on the  Transaction by a shareholder
does not obligate that  shareholder to exercise the Rights or purchase shares of
     ---
New Preferred Stock received in the Rights  Offering);  (iii) this  Registration
Statement shall become effective; (iv) the shareholders entitled to vote thereon
shall have approved the Certificate of Amendment, such amendment shall have been
filed with the  Secretary of State of the State of New York (the  "Secretary  of
State") and such amendment  shall be in full force and effect;  (v) the Board of
Directors  shall  increase the size of the Board of Directors from seven to nine
members and shall elect two new members  designated by the New Investors to fill
the  newly  created  positions;  (vi) all  necessary  consents  shall  have been
obtained  including any required  consents and waivers from the Company's  short
and long-term lenders;  (vii) no event or events shall have occurred after March
31, 1997 that  individually  or in the aggregate has had or would  reasonably be
expected  to have a material  adverse  effect on the  business  of the  Company;
(viii) the Class A Common Stock  issuable  upon  conversion of the New Preferred
Stock (the "Conversion Shares") shall have been approved for listing, subject to
notice  of  issuance,  on  the  Nasdaq  National  Stock  Market;  (ix) the  five
consecutive trading day average of the closing price of the Class A Common Stock
(as reported in the Wall Street  Journal) for any five  consecutive  trading day
period  after June 22,  1998  shall not be $12.00  per share or lower;  (x)  the
Company  shall have  furnished  to the New  Investors  the  opinion of its legal
counsel,  Jaeckle  Fleischmann & Mugel,  LLP; (xi)  the Board of Directors shall
have taken all necessary  action to  unconditionally  exempt the Transaction and
any future  transactions  between the Company and the New  Investors  (and their
"affiliates"  or  "associates"  as defined  in Section  912 of the BCL) from the
provisions of such Section 912 of the BCL;

                                     - 24 -
(xii) the New Investors  shall have received a certificate  of an officer of the
Company certifying that the closing  conditions have been satisfied;  (xiii) the
New Investors  shall have received a certificate  signed by the Secretary of the
Company certifying the truth and correctness of certain  documents;  (xiv) there
shall be no judgment,  injunction,  order or decree enjoining the Company or the
New Investors  from  consummating  the  transactions  contemplated  by the Stock
Purchase Agreement;  and (xv) no person or group shall have acquired 25% or more
of the voting power of the Company.

         The  obligations  of the  Company to  consummate  the  Transaction  are
subject to satisfaction of the following  conditions,  among others, at or prior
to the Closing  (unless  waived):  (i) the New Investors will have complied with
and  performed  in  all  material  respects  all  of the  terms,  covenants  and
conditions  of  the  Stock  Purchase  Agreement  and  the   representations  and
warranties  made therein by the New Investors as of the date of the execution of
the Stock Purchase  Agreement  will be true and correct as of the Closing;  (ii)
the  shareholders  of the Company  will have  approved the  Transaction  and the
Certificate of Amendment; (iii) all consents, approvals, authorizations, orders,
registrations,  filings and  qualifications  will have been  obtained;  (iv) all
applicable waiting periods under the Hart-Scott-Rodino Act shall have expired or
been terminated; (v) the Conversion Shares shall have been approved for listing,
subject to notice of issuance,  on the Nasdaq  National  Stock Market;  and (vi)
there will be no judgment,  injunction, order or decree enjoining the Company or
the New Investors from  consummating the transactions  contemplated by the Stock
Purchase  Agreement.  The  provisions  of the Stock  Purchase  Agreement  may be
modified  or  amended,  and waivers  and  consents  given by written  instrument
executed and delivered by the Company and the New Investors.

         Pre-Closing Covenants. The Company has agreed that it: (i) will cause a
meeting of its  shareholders  to be duly called and held as soon as practicable;
(ii) will offer to holders of its Common  Stock of record on the Record Date the
right to  purchase  shares of New  Preferred  Stock for  $12.00 per share on the
basis of one-half of a right to purchase  one share of New  Preferred  Stock for
every share of Common  Stock  held;  (iii) will  promptly  prepare and file this
Registration  Statement;  (iv) will conduct  business in the ordinary course and
use  its  best  efforts  to  preserve  intact  its  business  organizations  and
relationships  with third  parties  and to keep  available  the  services of the
present  directors,  officers,  and key  employees;  (v) will  grant to each New
Investor the right to purchase the Option Shares prior to Closing; and (vi) will
afford the New  Investors  and their  representatives  reasonable  access to the
Company's properties, books, contracts, records, personnel and advisors.

         The Company  and the New  Investors  mutually  have agreed that (i) the
Company and the New Investors  shall act with good faith towards,  and shall use
their best efforts to consummate,  the  transactions  contemplated  by the Stock
Purchase Agreement,  and neither the Company nor the New Investors will take any
action  that  would   prohibit  or  impair  their  ability  to  consummate   the
Transaction;  (ii) the  Company  and the New  Investors  will  make all  filings
required  (if any) and  furnish all  information  required  with  respect to the
Transaction by the Hart-Scott-Rodino  Act; and (iii) neither the Company nor the
New  Investors  will,  without  the  consent  of  the  other,  make  any  public
announcement or issue any press release with respect to the Transaction.

         Purchase  of the  Option  Shares.  Pursuant  to the  terms of the Stock
Purchase  Agreement  the New  Investors  have the option to purchase  the Option
Shares  for  $12.00  per share  prior to the  Rights  Offering  and prior to the
closing  of the  Transaction.  The number of shares to be  purchased  by the New
Investors under the Stock Purchase Agreement shall be reduced

                                     - 25 -
automatically by an amount equal to the number of Option Shares  purchased.  The
New Investors  have the right to purchase the Option Shares even if  shareholder
approval of the Rights  Offering  and related  proposals  does not occur and the
conditions to closing set forth above are not  satisfied.  The New Investors may
elect to purchase the Option Shares by providing  written  notice to the Company
setting forth the aggregate number of Option Shares to be purchased and the date
of such  purchase  (which must be prior to the  Closing  and no earlier  than 15
business  days  after  the date of such  notice).  The New  Investors'  right to
purchase the Option Shares shall expire  immediately prior to the closing of the
Transaction.

         Indemnification.  The Company has agreed to indemnify and hold harmless
the New Investors, their partners, stockholders and affiliates and the officers,
directors, agents, employees, subsidiaries,  partners, advisors, representatives
and controlling persons of each of the foregoing (each, the "Indemnified Party")
to the  fullest  extent  permitted  by law from and  against any and all losses,
claims,  damages,  expenses (including reasonable fees,  disbursements and other
charges of  counsel)  or other  liabilities  (collectively,  the  "Liabilities")
resulting from any legal,  administrative  or other action brought by any person
or entity,  proceedings  or  investigations  (whether  formal or  informal),  or
written  threats  thereof,  based upon,  relating to or arising out of the Stock
Purchase Agreement or the transactions contemplated thereby. Notwithstanding the
foregoing,  the Company shall not be required to indemnify an Indemnified  Party
to the extent (i) that it is finally judicially determined that such Liabilities
resulted  primarily from the willful  malfeasance of such  Indemnified  Party or
(ii) of any  Liability  arising out of the failure to make any filings under the
Hart-Scott-Rodino  Act. If any such  indemnification  is  unenforceable  for any
reason (other than the immediately  preceding sentence),  the Company shall make
the maximum  contribution to the payment and  satisfaction  of such  indemnified
Liabilities that shall be permissible under applicable laws.

         Termination. The Stock Purchase Agreement may be terminated at any time
prior to the Closing:  (i) by the New  Investors  if: (a) the Board of Directors
determines  not  to  give,  withdraws,  modifies  or  changes  its  approval  or
recommendation of the sale of the New Preferred Stock to the New Investors,  (b)
a person or group  acquires 25% or more of the voting power of the Company,  (c)
the  Company's  shareholders  fail to  approve  the  sale of the  shares  of New
Preferred  Stock to the New Investors,  (d) there has been a material  breach of
any representation,  warranty, covenant or agreement of the Company which breach
is  incurable  or has not been cured by the  Company  within  thirty  days after
written  notice  from  the  New  Investors,  or (e) if any  one or  more  of the
conditions  to the  obligation  of the New  Investors  to  close  has  not  been
fulfilled as of the closing  date;  (ii) by the Company if: (a) there has been a
material breach of any  representation,  warranty,  covenant or agreement of the
New  Investors  which  breach  is  incurable  or has not  been  cured by the New
Investors  within thirty days after written notice from the Company,  or (b) any
one or more of the  conditions to the obligation of the Company to close has not
been fulfilled as of the closing date; (iii) by the Company or the New Investors
if: (a) the  Closing  shall not have  occurred on or before  October  30,  1998;
provided,  however,  that the right to terminate  under this clause shall not be
available to any party whose failure to fulfill any  obligation  under the Stock
Purchase  Agreement  has been the cause of, or  resulted  in, the failure of the
Closing to occur on or before such date, or (b) any judgment,  injunction, order
or decree  enjoining  the Company or the New  Investors  from  consummating  the
transactions  contemplated  by the Stock Purchase  Agreement is entered and such
judgment, injunction, order or decree becomes final and nonappealable; provided,
however,  that the party seeking to terminate the Stock Purchase  Agreement must
use all reasonable efforts to remove such

                                     - 26 -
judgment,  injunction, order or decree; or (iv) by mutual written consent of the
Company and the New Investors.

         Expenses.  Except as  otherwise  provided  in the  Registration  Rights
Agreement,  each  party to the Stock  Purchase  Agreement  shall  bear their own
expenses  arising out of the  drafting,  negotiation  and execution of the Stock
Purchase Agreement, the Shareholders Agreement, this Registration Statement, the
Registration  Rights  Agreement  and the  transactions  contemplated  herein and
therein.

     Waiver.  Performance  of  the  representations,  warranties  and  covenants
contained in the Stock  Purchase  Agreement may be waived by written  instrument
executed and delivered by the Company and the New Investors.

Shareholders Agreement

          The following discussion describes the Shareholders Agreement dated as
of June 22, 1998 by and among the Company, the New Investors,  CMCO, Inc., Edwin
S. Marks,  Marjorie Boas and Nancy Marks (CMCO,  Inc., Edwin S. Marks,  Marjorie
Boas  and  Nancy  Marks  collectively  are  referred  to as the  "Related  Marks
Shareholders"),   Arthur   S.   Wolcott   (Chairman   of   the   Board   of  the
Company)(individually  and as a trustee),  Audrey S. Wolcott (as trustee), Susan
W. Stuart (a director of the  Company)(individually  and as a trustee of Alexius
Lyle Wadell and Kyle Aaron Wadell),  Donald Stuart,  Kraig H. Kayser (President,
Chief  Executive  Officer and a director of the  Company)(individually  and as a
trustee for certain  Kayser  family  trusts),  Kurt C.  Kayser,  Karl E. Kayser,
Marilyn W.  Kayser,  Robert  Oppenheimer  (as trustee of certain  Kayser  family
trusts),  Mark S.  Wolcott  (individually  and as a  trustee  for Erin  Lorraine
Wolcott  and  Cassandra  Jean  Wolcott),  Kari  R.  Wolcott,  Bruce  S.  Wolcott
(individually and as a trustee for Kaitlin Kerr Wolcott, Michael Stanton Wolcott
and Paige Strode Wolcott),  Constance Wolcott,  Aaron Wadell and Grace W. Wadell
(individually  and as trustee for Sara Elizabeth  Stuart,  Jennifer Grace Stuart
and Donald  Arthur  Stuart).  A copy of the  Shareholders  Agreement is attached
hereto as Appendix B. This  discussion  is qualified in its entirety by the more
detailed provisions contained in the Shareholders Agreement.

          The Shareholders Agreement places certain limitations and restrictions
on the Existing  Shareholders'  ability to sell or otherwise  transfer shares of
the  Company's  capital  stock  owned  by each of them and  also  prohibits  the
Existing  Shareholders from participating in the Rights Offering.  Additionally,
following a two year restricted  period, if an Existing  Shareholder  intends to
sell any  securities  to a third party,  the New Investors and the Related Marks
Shareholders are granted the right to have their shares included in such sale.

          The  Shareholders  Agreement  also  provides the New Investors and the
Related Marks Shareholders with the right (subject to certain  limitations),  in
the event the  Company  issues  any  voting  securities,  to  purchase a certain
percentage  of any new issuance to maintain  their  percentage  ownership in the
Company.  To the  extent  an  individual  New  Investor  does not  purchase  its
respective  percentage  of the new  issuance,  the  remaining  New Investors are
granted the right to purchase such percentage.

         The  Shareholders  Agreement  requires  that  the  Company's  Board  of
Directors  be  increased  from seven to nine  members  and that two  individuals
chosen by the New Investors be elected to fill such vacancies.  The Shareholders
Agreement also provides for the Investor

                                     - 27 -
Designees  to  constitute  at least 22% of the members on any  committee  of the
Board.  The  presence  of the  Investor  Designees  on the Board and  committees
thereof will give the New Investors  increased  representation  on the Board and
greater ability to direct the management of the Company.  See "Risk Factors--New
Investors' Influence on the Company's Policies."

Registration Rights Agreement

          General. None of the shares of New Preferred Stock to be issued to the
New Investors  under the Stock Purchase  Agreement have been registered with the
Commission  under the  Securities  Act or with any  state or other  jurisdiction
under any of their  registration  or  qualification  laws.  The securities to be
issued to the New Investors will contain a legend  indicating  that they may not
be resold unless they are registered  with the Commission or are resold pursuant
to an exemption from such registration. Also, the New Investors may be deemed to
be affiliates of the Company as a result of the percentage of stock they own. If
the New Investors are  affiliates of the Company,  any securities of the Company
that they own may be  considered  to be control  shares and could be resold only
(i)  pursuant  to a  registration  statement  filed  with the  Commission;  (ii)
pursuant to Rule 144 of the  Securities  Act which  limits the time,  volume and
manner  of any  resales;  or  (iii)  pursuant  to  another  exemption  from  the
registration  requirements of the Securities Act. Because of these restrictions,
the Company has granted the New Investors  certain rights relating to the resale
of the securities.

          Concurrently  with the execution of the Stock  Purchase  Agreement and
the  Shareholders  Agreement,  the Company,  the New Investors,  and the Related
Marks Shareholders entered into a Registration Rights Agreement dated as of June
22, 1998 (a copy of which is attached  hereto as Appendix C) (the  "Registration
Rights Agreement").  The Registration Rights Agreement provides that at any time
after the first  anniversary of the Closing,  upon the written request of one or
more holders (the "Initiating  Holders") of 10% or more of (i) the shares of the
New  Preferred  Stock  purchased by the New Investors  under the Stock  Purchase
Agreement (including the Options Shares);  (ii) the Conversion Shares; (iii) any
other shares of Common  Stock or  securities  entitled to vote  generally in the
election of directors  ("Voting  Securities") or stock  convertible  into Voting
Securities  of the  Company  beneficially  owned by any New  Investor or Related
Marks Shareholder and (iv) any securities of the Company issued or issuable with
respect  to any of the  foregoing  by way of a  dividend  or  stock  split or in
connection  with a combination  of shares,  recapitalization,  reclassification,
merger,  consolidation,  reconstitution  or other  reorganization  or  otherwise
("Registrable  Securities"),  the Company shall effect the  registration of such
Initiating Holders' Registrable Securities ("Demand Registration Rights").  Upon
receipt of such demand,  the Company will  promptly  give written  notice to all
registered holders of Registrable  Securities and the Company shall use its best
efforts to effect,  at the earliest  possible date, the  registration  under the
Securities  Act of: (i) the  Registrable  Securities  which the Company has been
requested to register by the Initiating  Holders and (ii) all other  Registrable
Securities  which the  Company  has been  requested  to  register by the holders
thereof. The Initiating Holders and those holders requesting  registration after
receipt of such notice  collectively  are referred to as the "Selling  Holders."
Whenever  the Company  shall  effect a  registration  statement  pursuant to the
Demand Registration Rights no securities other than Registrable Securities shall
be included among the securities covered by such registration unless

                                     - 28 -
the holders of not less than 66-2/3% of all Registrable Securities to be covered
by such registration (assuming conversion of any Registrable Securities that are
Class B Common Stock into Class A Common Stock) shall have  consented in writing
to  the  inclusion  of  such  other  securities.   In  addition  to  the  Demand
Registration Rights, the New Investors also have so-called  "piggy-back" rights.
If the Company at any time  proposes to register  any of its Common Stock or any
other class of  Registrable  Securities or any  securities  convertible  into or
exchangeable for any of such securities on any form other than Forms S-4 or S-8,
the  New  Investors  will  have  the  option  of  including  any  or  all of the
Registrable Securities in such registration.

         The Company's obligations to effect the registration of the Registrable
Securities  is limited so that in no event will the Company be required  to: (i)
effect  a  registration  within  the  six-month  period  occurring   immediately
subsequent to the  effectiveness  of a  registration  statement  filed under the
Demand  Registration  Rights  unless a majority of  Disinterested  Directors (as
defined in the Registration Rights Agreement) determines that effecting a second
registration  within the  six-month  period  would not have a  material  adverse
effect on the market  price of the Common  Stock or (ii)  effect a  registration
with  respect  to any class of  Registrable  Securities  pursuant  to the Demand
Registration  Rights  covering less than such number of  Registrable  Securities
having  an  estimated  Market  Price  (as  defined  in the  Registration  Rights
Agreement) at the time of such request of at least $5 million.

         Expenses.  In  connection  with  registrations  pursuant  to the Demand
Registration  Rights,  the Selling  Holders will pay the following  registration
expenses  which  will be  allocated  pro rata  based on the  number  and type of
Registrable Securities included in the registration statement:  all registration
and filing fees with the Commission, all filing fees of the National Association
of Securities  Dealers,  Inc., and all filing fees to comply with  securities or
blue sky laws  which  relate  solely to such  Registrable  Securities  (the "Fee
Expenses"), all reasonable printing, messenger and delivery expenses incurred in
such  registration,  the reasonable  fees and  disbursements  of counsel for the
Company and of its independent public accountants  incurred in such registration
and the  reasonable  fees and  expenses of one  counsel to the  Selling  Holders
incurred in such registration (the  "Registration  Expenses").  The Company will
pay all other fees and expenses.  If the registration is withdrawn under certain
circumstances,  the  Company  would  also be  required  to pay the  Registration
Expenses.  Also,  if any  registration  statement  filed  pursuant to the Demand
Registration Rights includes  securities other than Registrable  Securities then
the Company shall pay all Registration  Expenses and incidental expenses and the
Selling  Holders  shall pay the Fee  Expenses.  If a  registration  is  effected
pursuant to the New Investors "piggy back" rights, then the Company will pay the
Registration Expenses and the Selling Holders will pay all Fee Expenses.

         Indemnification.  The Company has agreed to indemnify and hold harmless
each seller of any Registrable Securities and each other person who participates
as an  underwriter  in the  offering or sale of such  securities  and each other
person who controls such seller or underwriter and their  respective  directors,
officers, partners, agents and affiliates against any losses, claims, damages or
liabilities, joint or several (collectively, "Losses"), to which such person may
become  subject under the  Securities Act insofar as such Losses arise out of or
are based upon any untrue  statement or alleged untrue statement of any material
fact contained in a registration statement.

         As  a  condition  to  including  any  Registrable   Securities  in  any
registration   statement,   the  Company  shall  have  received  a  satisfactory
undertaking from the prospective seller to indemnify

                                     - 29 -
and hold harmless the Company and each director,  officer and underwriter of the
Company and each person who controls any of the foregoing, from any statement or
alleged  statement  in or omission or alleged  omission  from such  registration
statement,  if such  statements  or omissions  were made in reliance upon and in
conformity  with  written  information  furnished  to the Company by such seller
specifically  for use in the registration  statement.  This  indemnification  is
limited to the amount of  proceeds  received by such  indemnifying  party in the
offering giving rise to such liability.

The Rights

         General.  The Company is  distributing  the Rights,  at no cost, to the
Rights Holders.  The Company will distribute  one-half of a Right for each share
of Common  Stock held of record on the Record  Date.  Upon  surrender of a whole
Right and upon  payment  of the  Subscription Price, the Rights  Holder  will be
entitled  to  receive  one share of New  Preferred  Stock.  The  Rights  will be
evidenced by transferable Subscription Certificates. No fractional shares of New
Preferred Stock will be issued or paid and the number of shares of New Preferred
Stock  distributed  upon  surrender  of the  Subscription  Certificates  will be
rounded up to the nearest whole number.

          Expiration Date of the Subscription  Period. The Rights will expire at
5:00 p.m.,  Eastern Daylight Time, on _________,  1998 (the "Expiration  Date").
After  the  Expiration  Date,  unexercised  Rights  will be null and  void  (the
"Expired  Rights").  Failure  to pay the  Subscription  Price on or  before  the
Expiration Date will lead to the expiration of the Rights.  After the expiration
of the Rights on the  Expiration  Date,  the New  Investors  shall  purchase all
shares of New Preferred Stock represented by the Expired Rights (up to a maximum
of 2.5 million shares).

         ONCE A HOLDER OF RIGHTS HAS EXERCISED THE SUBSCRIPTION PRIVILEGE,  SUCH
EXERCISE MAY NOT BE REVOKED.

         Transferability  of Rights.  Rights may be  purchased  or sold  through
usual investment  channels,  including banks and brokers commencing on the first
day of the  Subscription  Period.  See "Risk  Factors--Uncertain  Market for the
Rights  and  the  New  Preferred  Stock."  The  Rights  evidenced  by  a  single
Subscription   Certificate   may  be  transferred  in  whole  by  endorsing  the
Subscription  Certificate  for  transfer  in  accordance  with the  instructions
accompanying the Subscription Certificate.  A portion of the Rights evidenced by
a single  Subscription  Certificate  may be  transferred  by  delivering  to the
Subscription  Agent a Subscription  Certificate  properly endorsed for transfer,
with  instructions to register such portion of the Rights  evidenced  thereby in
the name of the transferee (and to issue a new  Subscription  Certificate to the
transferee   evidencing  such  transferred   Rights).   In  such  event,  a  new
Subscription  Certificate evidencing the balance of the Rights will be issued to
the Rights  Holder  or, if the  Rights  Holder so  instructs,  to an  additional
transferee.

         The Company  anticipates  that the Rights will be eligible for transfer
through,  and that the exercise of the  subscription  privilege  may be effected
through,  the facilities of the Depository Trust Company.  The Rights may not be
exercised  by any  person,  and neither  this  Prospectus  nor any  Subscription
Certificate  shall  constitute an offer to sell or a solicitation of an offer to
purchase  any  shares  of New  Preferred  Stock or  Class A Common  Stock in any
jurisdiction in which such transactions would be unlawful.  The Company believes
that  any  action  required  to be taken by the  Company  has been  taken in all
jurisdictions  of the  United  States  to  permit  exercise  of the  Rights  and
purchases of New Preferred Stock and Class A Common Stock (upon

                                     - 30 -
conversion  of the New  Preferred  Stock) by the New  Investors  and the  Rights
Holders. No action has been taken in any jurisdiction  outside the United States
to permit offers and sales of the Rights, the New Preferred Stock or the Class A
Common Stock. Consequently, the Company may reject subscriptions pursuant to the
exercise  of Rights by any Rights  Holders  outside the United  States,  and the
Company  may also reject  subscriptions  from  Rights  Holders in  jurisdictions
within the United States if it should later  determine  that it may not lawfully
issue shares to such Rights  Holders,  even if it could do so by qualifying  the
shares for sale or by taking other actions in such jurisdictions.

The Charter Amendments

          In  connection  with  the   Transaction,   the  Company  will  file  a
Certificate  of Amendment  which will:  (i)  increase  the number of  authorized
shares of Class A Common Stock from 10,000,000 shares to 20,000,000 shares; (ii)
increase the number of shares of its Preferred Stock,  With $0.025 Par Value Per
Share,  Class A from 4,000,000  shares to 8,200,000  shares;  (iii) create a new
series of  Preferred  Stock,  With  $0.025  Par Value Per  Share,  Class A to be
designated as Convertible Participating Preferred Stock, $12.00 stated value per
share,  convertible  immediately into Class A Common Stock of the Company;  (iv)
pursuant to Section 709 of the BCL require that  certain  actions be approved by
the unanimous vote of all members of the Company's  Board of Directors;  and (v)
amend  Article  4,  paragraph  (a)(C) to state that the  acquisition  by the New
Investors  of the  Conversion  Shares were deemed made for a fair price  thereby
removing  the  acquistion  by the New  Investors  from  operation of the Class A
Special Rights (as hereinafter defined) provisions.  See "Description of Capital
Stock--Description  of Class A Common  Stock and Class B Common  Stock--Class  A
Special Rights."

          The  amendments  listed  in  subparagraphs  (ii) and  (iii)  above are
necessary to consummate the Transaction.  By increasing the number of authorized
shares of Class A Common  Stock,  as set forth in  subparagraph  (i) above,  the
Company will be able to issue the  Conversion  Shares and will still have enough
authorized but unissued shares for use in other transactions  (i.e.,  public and
private  offerings  and  acquisitions  using  capital  stock of the  Company  as
consideration).

          The  Charter,  after  filing  of  the  Certificate  of  Amendment,  in
accordance with Section 709 of the BCL, will require  unanimous  approval of the
Company's  Board of Directors  (except for  directors who choose to abstain) for
the  following  actions:  (i) any  amendment or  modification  to the  Company's
Charter or Bylaws; (ii) any business combination;  (iii) any sale or transfer of
all or  substantially  all of the assets of the  Company;  (iv) any  issuance of
securities  (except  for (a) stock  buybacks  not to exceed  $100,000 in any one
transaction  or $1 million in the  aggregate or (b)  issuances of Class A Common
Stock pursuant to the Seneca Foods Corporation Employees' Savings Plan); (v) any
single  acquisition  or  disposition  or  series  of  related   acquisitions  or
dispositions of assets  involving gross  consideration in excess of $15 million;
(vi) any change in the  Company's  line of  business  except  for  changes in or
dispositions  of existing  businesses or  acquisitions  of new lines of business
that do not  exceed  2% of the  consolidated  net sales of the  Company  in such
business; (vii) any change in the Company's certified public accountants; (viii)
the  settlement  of any  litigation  involving  the payment by the Company of an
aggregate  amount greater than 5% of the Company's  Adjusted  Tangible Net Worth
(as  hereinafter  defined) or involving the consent to any injunctive or similar
relief;  or (ix) the  commencement  by the  Company of  proceedings  relating to
bankruptcy,  insolvency,   reorganization  or  relief  of  debtors  (the  "Major
Corporate  Actions").  The failure to obtain the affirmative vote of each of the
Company's  directors  upon  consideration  of any of the above  Major  Corporate
Actions would mean that the Company could not take such

                                     - 31 -
action.  "Adjusted  Tangible Net Worth" shall mean (i) the net book value (after
deducting related depreciation,  obsolescence, amortization, valuation and other
proper reserves,  which reserves will be determined in accordance with generally
accepted accounting principles) at which certain assets of the Company are shown
on the latest available  consolidated  balance sheet of the Company on such date
minus  (ii) the  amount at which  the  Company's  liabilities  are shown on such
consolidated   balance  sheet   (including  as  liabilities   all  reserves  for
contingencies  and other  potential  liabilities  as shown on such  consolidated
balance sheet).

          The  amendments  to Article 4,  paragraph  (a)(C) of the Charter  were
required  by  the  New  Investors  as a  condition  to the  consummation  of the
Transaction.  The  Company's  Charter  contains a  two-pronged  "Class A Special
Rights" provision which ensures that holders of Class A Common Stock will not be
unfairly  treated in the event  that a person  attempts  to gain  control of the
Company. First, the Class A Special Rights seek to prevent a person who acquires
more than 15% of the outstanding  Class B Common Stock after August 5, 1995 from
gaining  control of the Company by buying  Class B Common Stock  without  buying
Class A Common  Stock.  Solely as an example,  if a person  acquires  20% of the
Class B Common Stock after August 5, 1995 but acquires no Class A Common  Stock,
that  person  would be  unable to vote the 5% of the Class B Common in excess of
the 15%  threshold.  The  second  prong  of the  Class A  Special  Rights  is an
"Equitable  Price"  requirement.  It is intended to prevent a person  seeking to
acquire  control of the Company from paying a  discounted  price for the Class A
Common Stock  required to be purchased by the  acquiring  person under the first
prong discussed above. Under the proposed Charter Amendment,  the acquisition of
the Conversion  Shares by the New Investors  under the Stock Purchase  Agreement
and pursuant to their  commitment as standby  purchasers in the Rights  Offering
will be deemed to have been acquired for an "equitable price" thereby offsetting
any purchases of Class B Common Stock made by the New Investors  after August 5,
1995. The New Investors do not currently own any shares of Class B Common Stock.

                                     - 32 -
CERTAIN FEDERAL INCOME TAX CONSEQUENCES

THE  FOLLOWING  IS A GENERAL  DISCUSSION  OF THE  MATERIAL  FEDERAL  INCOME  TAX
CONSEQUENCES OF THE RIGHTS OFFERING TO CERTAIN OF THE COMPANY'S SHAREHOLDERS AND
DOES NOT TAKE  INTO  ACCOUNT  THE  PARTICULAR  FACTS AND  CIRCUMSTANCES  OF EACH
SHAREHOLDER'S  TAX STATUS AND  ATTRIBUTES.  AS A RESULT,  THE FEDERAL INCOME TAX
CONSEQUENCES  ADDRESSED  IN THE  FOREGOING  DISCUSSION  MAY  NOT  APPLY  TO EACH
SHAREHOLDER.  ACCORDINGLY,  EACH  SHAREHOLDER  SHOULD CONSULT HIS OR HER OWN TAX
ADVISOR  REGARDING  THE  SPECIFIC  TAX  CONSEQUENCES  OF  THE  RIGHTS  OFFERING,
INCLUDING THE  APPLICATION AND EFFECT OF FEDERAL,  STATE,  LOCAL AND FOREIGN TAX
LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL AND OTHER TAX LAWS.

          The following  discussion is a general  summary of the material United
States federal income tax  consequences of the receipt,  transfer,  exercise and
lapse of the Rights to the Company's shareholders that receive the Rights in the
Rights  Offering.  The discussion does not address all aspects of federal income
taxation that may be applicable to the Company's  shareholders in light of their
status or  personal  investment  circumstances,  nor does it address the federal
income  tax  consequences  to the  Company's  shareholders  that are  subject to
special federal income tax treatment,  including  (without  limitation)  foreign
persons, insurance companies,  tax-exempt entities, retirement plans, dealers in
securities,  persons who acquired their Common Stock pursuant to the exercise of
employee stock options or otherwise as compensation,  and persons who hold their
New  Preferred   Stock  as  part  of  a  "straddle,"   "hedge"  or   "conversion
transaction."  In addition,  the  discussion  does not address the effect of any
applicable  state,  local or foreign tax laws,  or the effect of any federal tax
laws other than those pertaining to federal income tax. As a result, each of the
Company's  shareholders  should  consult his or her own tax advisor to determine
the specific tax  consequences  to such  shareholder  of the receipt,  transfer,
exercise  or lapse of the  Rights.  The  discussion  is based upon the  Internal
Revenue  Code  of  1986,  as  amended  (the  "Code"),  regulations  proposed  or
promulgated  thereunder,   judicial  precedent  relating  thereto,  and  current
administrative  rulings and  practice,  all of which are subject to change.  Any
such  change,  which  may be  retroactive,  could  alter  the  tax  consequences
discussed herein. The discussion assumes that shares of Common Stock are held as
capital assets (within the meaning of Section 1221 of the Code).

Federal Income Tax Consequences To The Company

         The Company will not recognize gain or loss from the Rights Offering or
from the exercise or lapse of the Rights.

Federal Income Tax Consequences To Shareholders

         Receipt of the Rights.  A  shareholder  will not  recognize any gain or
loss upon the receipt of Rights in the Rights Offering.

         Basis of the Rights.  A shareholder's  tax basis in the Rights received
in the Rights Offering and subsequently allowed to lapse will be zero. Except as
provided in the  following  sentence,  a  shareholder's  tax basis in the Rights
received in the Rights Offering and subsequently

                                     - 33 -
exercised  also will be zero. If,  however,  either (i) the fair market value of
the Rights on the date of the Rights  Offering is 15% or more of the fair market
value (on the date of the Rights  Offering)  of the stock with  respect to which
they are received or (ii) the shareholder  properly  elects,  in accordance with
procedures set forth in Treasury Regulation Section 1.307-2, to allocate part of
his or her basis in such stock to the Rights  (the "Basis  Election"),  then the
shareholder's  basis in such stock will be  allocated  between the stock and the
Rights in  proportion to the fair market value of each on the date of the Rights
Offering.

         The  Company,  based on the  absence  of a current  market  for the New
Preferred  Stock,  believes that it is unlikely that the value of a Right on the
proposed  date of issuance  will be 15% or more of the fair market  value of the
stock with respect to which such Right is distributed. As a result, shareholders
desiring  to  allocate a portion  of their  stock  basis to Rights  that will be
exercised   may  wish  to   consider   making  a  Basis   Election.   See  "Risk
Factors--Subscription Price for Exercise of Rights; Market Conditions."

         Exercise  of the  Rights;  Basis and  Holding  Period of New  Preferred
Stock.  A  shareholder  will not recognize any gain or loss upon the exercise of
Rights received in the Rights Offering.  A shareholder's  basis in New Preferred
Stock  acquired  through  exercise of the Rights will be equal to the sum of the
Subscription Price therefor and the shareholder's basis in such Rights (if any).
A  shareholder's  holding period for the New Preferred  Stock  acquired  through
exercise of the Rights will begin on the date the Rights are exercised.

         Lapse of the Rights.  A shareholder will not recognize any gain or loss
upon the lapse of Rights  received  in the Rights  Offering.  No  adjustment  in
respect of Rights  allowed  to lapse will be made to the basis of New  Preferred
Stock owned by such shareholder.

          Conversion of New  Preferred  Stock.  A  shareholder  who converts New
Preferred  Stock into Class A Common Stock will not  recognize  any gain or loss
upon such conversion. A shareholder's basis in the Class A Common Stock acquired
through  conversion  will be equal to the basis which the shareholder had in the
New Preferred Stock so converted. A shareholder's holding period for the Class A
Common Stock received in the conversion will begin on the date the New Preferred
Stock was acquired.

          Tax Consequences on Sale of Rights or New Preferred Stock.  When stock
or stock rights are received in a non-taxable  distribution  as is the case with
respect to the Rights received in the Rights Offering,  certain restrictions may
apply to a  subsequent  sale of the Rights or stock  acquired on exercise of the
Rights. If the Rights or stock acquired is characterized, for federal income tax
purposes,  as being  "stock other than common  stock," then the amount  realized
from the sale of such stock or Rights  may,  in whole or in part,  be treated as
ordinary income.  The Company believes that,  because the  participation  rights
granted to holders of the New  Preferred  Stock  permit  full  participation  in
corporate  growth,  the Rights and the New Preferred  Stock should be treated as
common stock for these purposes.  There is no clear statutory  definition of the
term "stock other than common stock," however, and it is possible for the IRS to
challenge this position.

          Even if the Rights or the New Preferred Stock are classified as "stock
other than common stock," there are several methods available to shareholders to
avoid the adverse  tax  consequences  arising  from this  designation.  Ordinary
income tax treatment  will not apply on sale or other  disposition of the Rights
or the New Preferred Stock: (i) if the sale terminates the

                                     - 34 -
entire  stock  interest  of the  shareholder  in the  Company;  (ii)  if the New
Preferred  Stock is  converted  to Class A Common  Stock  and the sale is of the
Class  A  Common  Stock;  (iii)  in  transactions  where  gain  or  loss  to the
shareholder  is  not  recognized;  or  (iv)  where  it  is  established  to  the
satisfaction of the Secretary of the Treasury that the transactions  were not in
pursuance  of a plan  having one of its  principal  purposes  the  avoidance  of
federal income tax. If the Rights and the New Preferred Stock are not treated as
"stock other than common stock," or if one of the above exceptions apply, then a
shareholder  who sells the Rights or the New Preferred Stock will recognize gain
or loss equal to the difference between the sale proceeds and such shareholder's
basis (if any) in the Rights or the New Preferred  Stock sold. Such gain or loss
will  generally  be capital  gain or loss,  long or  short-term  depending  upon
whether the  shareholder has held the Rights or the New Preferred Stock for more
than one year (for application of the maximum 28% federal mid-term rate) or more
than 18 months (for application of the maximum 20% federal long-term rate).

                       RATIO OF EARNINGS TO FIXED CHARGES
                          AND PREFERRED STOCK DIVIDENDS

         The Company's  ratio of earnings to fixed  charges and preferred  stock
dividends  for the year ended March 31,  1998 was .68,  for the year ended March
31, 1997 was 1.41, for the year ended March 31, 1996 was .46, for the year ended
March 31, 1995 (8 months)  was 1.33,  for the year ended July 31, 1994 was 2.32,
and for the year ended July 31, 1993 was 1.08. Earnings were inadequate to cover
fixed  charges in fiscal year 1998 by $8.457  million and in fiscal year 1996 by
$15.2 million.

                                 USE OF PROCEEDS

          The Company  intends to apply the proceeds from the Transaction to the
repayment  of certain  indebtedness  the Company  owes to its  revolving  credit
lenders under the Amended and Restated  Credit  Agreement  dated as of September
24,  1997  ("Credit  Agreement").  As of June 27,  1998,  there was  $82,112,000
outstanding  under the Credit Agreement bearing interest at a rate of 7.91%. The
revolving credit indebtedness matured on varying dates in June 1998.

                                     - 35 -
CAPITALIZATION

          The following table sets forth the capitalization of the Company as of
May 23, 1998 on (i) a historical  basis; (ii) a pro forma basis giving effect to
the  transaction  and (iii) a pro forma as adjusted basis after giving effect to
the transaction and the  application of the net proceeds  therefrom  (assuming a
$44 million  equity  investment  via the purchase of 3.667 million  shares,  the
conversion  of those  shares  into  Class A Common  Stock and that the per share
price for a share of Class A Common Stock on May 23, 1998 was $15.625).
As of May 23, 1998
                                                           -------------------------------------------------------------------
                                                                                                               Pro Forma,
                                                               Historical                  Pro Forma           As Adjusted
                                                           -------------------     -------------------     -------------------
                                                                                 (dollars in thousands)
Indebtedness
   Notes payable to banks..................................  $ 73,043                      $(44,000)         $ 29,043
   Long term debt and capital lease obligations............   239,374                            ___          239,374
Stockholders equity
      Series A Preferred Stock,  $0.025 par value,  
        1,000,000 shares authorized, 407,240 shares issued
        and outstanding on a historical, pro forma basis and
        on a pro forma as adjusted basis....................       10                            ___               10
      Series B Preferred  Stock,  $0.025 par value,  400,000
        shares  authorized, 400,000 shares issued and 
        outstanding on a historical basis, a pro forma
        basis and on a pro forma as adjusted basis..........       10                            ___               10
      New Preferred  Stock,  4,200,000 shares  authorized,
        no shares issued and outstanding on a historical basis,
        4,166,667 shares issued and outstanding on a pro forma
        basis and on a pro forma as adjusted basis...........     ___                         44,000           44,000
      Six  Percent  (6%)  Voting  Cumulative  Preferred
        Stock,  200,000  shares authorized,  200,000 shares
        issued and outstanding on a historical basis,
        a pro forma basis and on a pro forma as adjusted basis.    50                            ___               50
      Preferred Stock without Par Value, 30,000
        authorized, no shares issued and outstanding
        on a historical basis, a pro forma basis and
        on a pro forma adjusted basis........................     ___                            ___              ___
      Class A Common Stock, $0.25 par value,
        10,000,000 shares authorized, 3,143,125 issued
        and outstanding on a historical basis, a pro forma
        and on a pro forma as adjusted basis................      786                            ___              786
      Class B Common Stock, $0.25 par value,
        10,000,000 shares authorized, 2,796,555 shares
        issued and outstanding on a historical basis, a pro
        forma basis and on a pro forma as adjusted basis...       699                            ___              699
Additional paid-in capital.................................     5,913                         13,292           19,205
Retained earnings..........................................    77,555                        (13,292)          64,203
Accumulated other comprehensive income.....................     2,154                            ___            2,154
                                                          -------------               ---------------     --------------
   Total Capitalization....................................  $399,594                      ___               $399,594
                                                          =============               ===============     ==============
--------------
- 36 -
PLAN OF DISTRIBUTION

          The Class A Common  Stock,  the  Rights  and the New  Preferred  Stock
offered  hereby are being offered by the Company.  To the extent that any of the
Rights  expire,  subject  to the terms  and  conditions  of the  Stock  Purchase
Agreement,  the New  Investors  have agreed to purchase the amount of underlying
shares of New  Preferred  Stock up to a maximum  of 2.5  million  shares,  for a
purchase price of $12.00 per share.  The  Subscription  Price for the Rights and
the  purchase  price  for  shares  of the New  Preferred  Stock  under the Stock
Purchase  Agreement were  established  as a result of arm's length  negotiations
between the Company and the New  Investors  and were  approved by the  Company's
Board of Directors.  At the time the  Subscription  Price and the purchase price
under the Stock Purchase Agreement were approved by the Board of Directors,  the
Subscription Price and the purchase price under the Stock Purchase Agreement was
equal to  approximately  79% of the  then-current  market  price of the  Class A
Common Stock. In approving the  Subscription  Price and the purchase price under
the Stock Purchase Agreement,  the Board of Directors considered the size of the
Transaction,  and the  financial  position of the  Company,  including,  but not
limited to the history and the  prospects  of the  Company,  its past  operating
losses, its prospects for future earnings and the present state of the Company's
development.  Furthermore,  at the end of fiscal  year 1998,  the Company was in
violation of certain  financial  covenants in its  agreements  with it short and
long-term lenders.  See "Risk  Factors--Defaults  as to Certain Loan Covenants."
Because the shareholders are participating in the Rights Offering, the Company's
Board of  Directors  did not  seek or  obtain  an  opinion  from an  independent
financial  consultant or advisor as to whether the terms of the  Transaction are
fair from a financial point of view to the Company's shareholders.

         There can be no assurance that the market price for the Rights, the New
Preferred  Stock or the  Class A  Common  Stock  will be  equal to or above  the
Subscription Price, or that, following the issuance of the Rights and the shares
of New Preferred  Stock  subscribed  for by Rights Holders or the New Investors,
the holders will be able to sell shares of New Preferred Stock or Class A Common
Stock issued upon  conversion of the New Preferred  Stock at a price equal to or
greater than the  Subscription  Price or the purchase price for the shares under
the Stock  Purchase  Agreement.  Neither the New Preferred  Stock nor the Rights
will be listed for trading.  The Company  intends to list the Conversion  Shares
with Nasdaq National Stock Market,  but can make no assurances that such listing
will occur.
  

                                     - 37 -
DESCRIPTION OF CAPITAL STOCK

          Assuming  consummation  of  the  Transaction,   the  Company  will  be
authorized to issue 20,000,000 shares of Class A Common Stock; 10,000,000 shares
of Class B Common Stock;  200,000  shares of Six Percent (6%) Voting  Cumulative
Preferred Stock, $0.25 par value per share ("6% Preferred Stock"); 30,000 shares
of Preferred  Stock  Without Par Value;  1,000,000  shares of Ten Percent  (10%)
Cumulative Convertible Voting Preferred Stock - Series A Preferred Stock, $0.025
stated  value per share ("10% Series A Preferred  Stock") and 400,000  shares of
Ten Percent  (10%)  Cumulative  Convertible  Voting  Preferred  Stock - Series B
Preferred Stock,  $0.025 stated value per share ("10% Series B Preferred Stock";
(the  10%  Series  A  Preferred  Stock  and the 10%  Series  B  Preferred  Stock
collectively are referred to as the "Class A Preferred Stock") (the 6% Preferred
Stock, No Par Value Preferred Stock, 10% Series A Preferred Stock and 10% Series
B  Preferred  Stock are  collectively  referred  to as  "Preferred  Stock")  and
4,200,000 shares of New Preferred Stock. There will be 2,600,000 shares of Class
A Preferred Stock unissued and undesignated. As of July 7, 1998, the Company had
issued and  outstanding:  3,143,125  shares of Class A Common  Stock,  2,796,555
shares of Class B Common Stock,  200,000 shares of 6% Preferred  Stock,  407,240
shares of 10%  Series A  Preferred  Stock  and  400,000  shares of 10%  Series B
Preferred Stock.

Description of New Preferred Stock

         Stated Value.  The stated value for each share of New Preferred Stock
is $12.00.

         Dividends and  Distributions.  The New Preferred Stock has the right to
receive  dividends  or  distributions  at a rate per  share  (and in the type of
property)  equal to the amount of any dividend or  distribution as that declared
or made on any shares of the Company's  stock into which the New Preferred Stock
is convertible on the date of such dividend or  distribution.  Any such dividend
or  distribution  shall be paid to the holders of the New Preferred Stock at the
same time such dividend or distribution is made to the holders of Class A Common
Stock.  Dividends  and  distributions  on  the  New  Preferred  Stock  shall  be
cumulative from and after the date of issuance of the New Preferred  Stock,  but
any arrearage in payment shall not pay interest.

         Voting Rights.  The holders of shares of New Preferred  Stock shall not
be entitled or permitted to vote on any matter required or permitted to be voted
upon by  shareholders  of the  Company  except as  required by law and for class
voting on proposals to: (i) authorize the issuance after the first date on which
shares of New  Preferred  Stock are issued  (the  "Issue  Date") of any class of
capital  stock  that  will  rank  as  to  payment  of  dividends  or  rights  on
liquidation,  dissolution  or  winding  up of the  Company  senior  to  the  New
Preferred  Stock,  (ii) authorize,  adopt or approve an amendment to the Charter
that would  increase  or decrease  the par value of the shares of New  Preferred
Stock,  (iii)  amend,  alter or repeal the Charter so as to affect the shares of
New Preferred Stock adversely or (iv) effect the voluntary liquidation,

                                     - 38 -
dissolution,  winding up,  recapitalization or reorganization of the Company, or
the consolidation or merger of the Company with or into any other person, or the
sale or other  distribution to another person of all or substantially all of the
assets of the Company;  provided,  however, that no separate vote of the holders
of New  Preferred  Stock  shall be  required  to effect any of the  transactions
described in clause (iv) above unless such  transaction  would either  require a
class vote  pursuant to clause (i),  (ii) or (iii) above or would require a vote
by any shareholders of the Company.

         Redemption.  The shares of New Preferred Stock shall not be redeemed or
subject to redemption, whether at the option of the Company or any holder
thereof.

          Company Acquired Shares.  Any shares of New Preferred Stock converted,
exchanged,  redeemed,  purchased or otherwise  acquired by the Company  shall be
retired and cancelled  promptly after  acquisition.  The cancelled shares of New
Preferred Stock shall become authorized but unissued shares of Class A Preferred
Stock,  which may (upon filing of an appropriate  certificate with the Secretary
of State ) be  reissued  as part of another  series of Class A  Preferred  Stock
subject to certain conditions or restrictions on issuance,  but in any event may
not be  reissued  as shares of New  Preferred  Stock  unless  all  shares of New
Preferred  Stock issued on the Issue Date shall have  already been  converted or
exchanged.

          Conversion. Subject to certain limitations discussed below, any holder
of New  Preferred  Stock shall have the right,  at its option,  at any time,  to
convert  any or all of the  holder's  shares of New  Preferred  Stock  into such
number of fully  paid and  non-assessable  shares of Class A Common  Stock as is
equal to the  product of the number of shares of New  Preferred  Stock  being so
converted,  multiplied  by the quotient of (i) the Stated Value  divided by (ii)
the  conversion  price of $12.00  per share  (the  "Conversion  Price").  Unless
prohibited by law on the date of conversion (the "Conversion  Date"), all unpaid
dividends declared (whether or not currently payable) on the New Preferred Stock
so converted, shall be immediately due and payable and must accompany the shares
of Class A Common  Stock issued upon such  conversion.  Upon  conversion  of any
shares of New Preferred Stock, the Company shall not issue any fractional shares
or scrip representing  fractional shares and, in lieu thereof, the Company shall
issue  cash in lieu of  fractional  shares in an amount  equal to such  fraction
multiplied  by the  current  market  price of the  Class A  Common  Stock on the
business day  preceding the date the shares are  converted.  The same rights and
limitations  apply if the New Preferred Stock is convertible into any securities
or property other than Class A Common Stock.

          The  Conversion  Price  shall be  subject  to  adjustment  if: (i) the
Company  shall at any time or from  time to time  (A) pay a  dividend  or make a
distribution on the outstanding shares of Class A Common Stock in Class A Common
Stock,  (B)  sub-divide  the  outstanding  shares of Class A Common Stock into a
larger number of shares,  (C) combine the  outstanding  shares of Class A Common
Stock  into a smaller  number of shares or (D) issue any  shares of its  capital
stock in a reclassification  of the Class A Common Stock; (ii) the Company shall
at any time or from  time to time  issue or sell  shares  of  Common  Stock  (or
securities  convertible into or exchangeable for shares of Common Stock), or any
options,  warrants or other rights to acquire shares of Common Stock (other than
(x) options  granted to any  employee  or director of the Company  pursuant to a
stock  option plan  approved by the  shareholders  of the  Company,  (y)options,
warrants or rights  granted to each holder of Class A Common  Stock or (z)rights
issued  pursuant  to  a  shareholder  right  plans,  "poison  pill"  or  similar
arrangement in accordance with the Charter) for a  consideration  per share less
than the current  market price (as defined in the Charter) at the record date or
issuance date; (iii) the Company or any subsidiary thereof shall, at any time or
from time to time while any of the New Preferred  Stock is  outstanding,  make a
purchase by the Corporation of the Common Stock effected while any of the shares
of New Preferred  Stock are  outstanding,  which  purchase is subject to Section
13(e) of the Exchange Act or is made pursuant to an offer made  available to all
holders of Class A Common Stock or Class B Common Stock;  or (iv) the Company at
any time or from time to time shall take any action affecting its Class A Common
Stock, other than an action permitted by the Charter.

          The Company  may make such  reductions  in the  Conversion  Price,  in
addition to those required by subparagraphs (i) through (iv) above, as the Board
of  Directors  considers  to be  advisable  in order to avoid or to diminish any
income  tax to  holders of Class A Common  Stock or rights to  purchase  Class A
Common Stock  resulting from any dividend or distribution of stock (or rights to
acquire  stock) or from any  event  treated  as such for  income  tax  purposes.
Notwithstanding anything herein to the contrary, no adjustment of the Conversion
Price (i) shall be required by reason of the initial  issuance or sale of any of
the 4,166,667  authorized  shares of New Preferred Stock or (ii) need to be made
to the  Conversion  Price unless such  adjustment  would  require an increase or
decrease  of at least 1% of the  Conversion  Price  then in  effect.  Any lesser
adjustment  shall  be  carried  forward  and  shall  be made at the  time of and
together  with  the  next  subsequent  adjustment,   which,  together  with  any
adjustment or  adjustments  so carried  forward,  shall amount to an increase or
decrease  of at  least  1% of  such  Conversion  Price.  Any  adjustment  to the
Conversion  Price  carried  forward  and  not  theretofore  made  shall  be made
immediately  prior  to the  conversion  of any  shares  of New  Preferred  Stock
pursuant hereto; provided,  however, that any such adjustment shall in any event
                 --------   -------
be made no later than one year after the  occurrence of the event giving rise to
such adjustment.

          Participating  Distribution  upon  Liquidation.  In  addition  to  the
preferential  distribution to holders of New Preferred Stock equal to the stated
value per share (the "Preferential  Distribution"),  an additional participating
distribution  shall be payable to holders of New Preferred  Stock upon voluntary
or  involuntary  liquidation,  dissolution  or  winding up of the  Company  (the
"Participating  Distribution"),  with the effect that the total  distribution to
holders of the New Preferred Stock shall be the greater of (i) the  Preferential
Distribution or (ii) the total distribution which holders of New Preferred Stock
would  have  received  if they  had  converted  all  outstanding  shares  of New
Preferred  Stock into shares of Class A Common  Stock  immediately  prior to the
date for  calculating the total  distribution  available to holders of preferred
stocks and common stocks. To achieve the foregoing  distribution,  the following
calculation shall be made:

                                     - 39 -
(1) Calculate  the sum of (a) the total amounts  available for
distribution  to holders of all  classes of Common  Stock  after  payment of all
preferential  distributions  to all classes of preferred  stocks of the Company,
including the Preferential Distribution to the holders of all outstanding shares
of  New  Preferred  Stock,  plus  (b)  the  total  amount  of  the  Preferential
Distribution to holders of all outstanding shares of New Preferred Stock.

                  (2) Divide the sum calculated in subparagraph (1) by the total
number  of  shares  of  Common  Stock  into  which  the New  Preferred  Stock is
convertible  and of all classes of Common Stock deemed  outstanding for purposes
of calculating the distribution on liquidation, dissolution or winding up of the
Company.  The  product of this  calculation  is the "Per Share  Distribution  on
Assumed Conversion."

                  (3) The  excess,  if any,  of the Per  Share  Distribution  on
Assumed Conversion over the Preferential  Distribution shall be distributable as
a  Participating  Distribution  to the  holders  of  New  Preferred  Stock  upon
liquidation, dissolution or winding up of the Company.

Description of Class A Common Stock and Class B Common Stock

         Voting.  Under the Charter,  the holders of Common Stock have the right
to vote for the election of all directors and on all other matters  submitted to
the shareholders of the Company. Subject to the Class A Special Rights discussed
in detail below, each share of Class B Common Stock is entitled to one full vote
on all matters on which shareholders  currently are entitled to vote,  including
the  election of  directors.  Each holder of Class A Common Stock is entitled to
one-twentieth  (1/20) of one vote per share on all matters on which shareholders
are entitled to vote, including the election of directors.  Cumulative voting is
not authorized for the holders of Common Stock. See "Risk Factors--The Shares of
Class A Common Stock have Low Voting Power."

         The holders of Class A Common  Stock are entitled to vote as a separate
class on any proposal to amend the Charter to increase the authorized  number of
shares of Class B Common  Stock,  unless the  increased  authorization  does not
exceed  the number of shares of Class B Common  Stock  which must be issued in a
proposed  stock  dividend with respect to Class B Common Stock and an equivalent
stock  dividend  of Class A Common  Stock  will be  effected  concurrently  with
respect to Class A Common Stock.

         In addition, Section 804 of the BCL confers upon the holders of Class A
Common  Stock the  right to vote as a class on any  amendment  to the  Company's
Charter which would (i) exclude or limit the shareholders'  right to vote on any
matter,  except as such  rights  may be limited  by voting  rights  given to new
shares then being  authorized;  (ii) change Class A Common Stock by (a) reducing
the par value,  (b) changing the shares into a different number of shares of the
same class or into a different or same number of shares of a different class, or
(c) fixing,  changing or abolishing  the  designation of Class A Common Stock or
any series thereof or any of the relative rights, preferences and limitations of
the shares;  or (iii)  subordinate  their rights by  authorizing  shares  having
preferences  which  would be in any  respect  superior  to their  rights.  Other
provisions of the BCL would entitle holders of Class A Common Stock to vote as a
separate  class for  approval of any plan of merger,  consolidation  or exchange
which would effect any change in Class A Common Stock described in the preceding
sentence.

                                     - 40 -
On proposals  on which  holders of Class A Common Stock are entitled to
vote as a separate  class,  the  proposal  must be approved by a majority of the
Class A Common  Stock  votes cast at the  meeting  at which the  voting  occurs.
Consequently, holders of Class A Common Stock, by withholding such approval, can
defeat a proposal  notwithstanding  that holders of a majority of Class B Common
Stock vote in favor of the proposal.

         Dividends and Other  Distributions.  Each share of Class A Common Stock
and  Class  B  Common  Stock  is  equal  in  respect  to  dividends   and  other
distributions in cash, stock or property except that (i) if declared, a dividend
or  distribution  in shares of the Company on Class A Common  Stock will be paid
only in Class A Common Stock;  and (ii) if declared,  a dividend or distribution
in shares of the  Company  on Class B Common  Stock will be paid only in Class B
Common Stock. The number of shares so paid as a dividend or distribution on each
share of Class A Common Stock and Class B Common Stock shall be equal,  although
the  class of the  shares  so paid  shall  differ  depending  upon  whether  the
recipient  of the dividend is a holder of Class A Common Stock or Class B Common
Stock.

         Mergers and Consolidations.  In the event of a merger, consolidation or
combination  of the Company with another  entity  (whether or not the Company is
the surviving entity) or in the event of dissolution of the Company, the holders
of Class A  Common  Stock  will be  entitled  to  receive  the  same  per  share
consideration  as the per share  consideration,  if any,  received by holders of
Class B Common Stock in that  transaction.  However,  any shares of common stock
that  holders  of  Class A  Common  Stock  become  entitled  to  receive  in the
transaction  may have terms  substantially  similar to the Class A Common Stock.
Thus,  the  surviving  entity in any such  transaction  could have a  dual-class
capital  structure like that of the Company and could,  upon consummation of the
merger or  consolidation,  give full  voting  shares to the  holders  of Class B
Common Stock and  one-twentieth  (1/20)  voting shares to the holders of Class A
Common Stock.

          Class A Special Rights.  The Company's  Charter contains a two-pronged
"Class A Special Rights"  provision which ensures that holders of Class A Common
Stock will not be unfairly  treated in the event that a person  attempts to gain
control of the Company.  Assuming that the New Investors converted the shares of
New Preferred  Stock acquired in the  Transaction  into shares of Class A Common
Stock,  the Class A Special  Rights  provisions  could be  triggered  if the New
Investors  acquired  shares  of  Class B Common  Stock.  As a  condition  to the
Closing,  the New  Investors'  acquisitions  have been  deemed  acquired  for an
equitable price thereby  exempting the acquisition by the New Investors from the
Class A Special Rights.

         First,  the Class A Special  Rights  seek to  prevent a person  who has
crossed a certain  ownership  threshold  from gaining  control of the Company by
acquiring  Class B Common  Stock  without  buying Class A Common  Stock.  If any
person  acquires  more than 15% of the  outstanding  Class B Common  Stock after
August 5, 1995 (the "Threshold  Date"), and does not acquire after the Threshold
Date a percentage of the Class A Common Stock  outstanding at least equal to the
percentage of Class B Common Stock that the person acquired in excess of the 15%
threshold,  such  person  will not be allowed  to vote  shares of Class B Common
Stock acquired in excess of the 15% threshold. For example, if a person acquires
20% of the  outstanding  Class B  Common  Stock  after  the  Threshold  Date but
acquires no Class A Common Stock,  that person would be unable to vote the 5% of
the Class B Common Stock acquired in excess of the 15%  threshold.  With respect
to persons who owned  Common  Stock of the Company on or prior to the  Threshold
Date, only shares of Class B Common Stock acquired after the Threshold Date will
be  counted  in  determining  whether  that  shareholder  has  exceeded  the 15%
threshold for

                                     - 41 -
acquisitions  of Class B Common  Stock and only  acquisitions  of Class A Common
Stock  after the  Threshold  Date will be counted in  determining  whether  that
shareholder's  Class A Common Stock acquisitions have been at least equal to the
acquisition  of  Class B  Common  Stock  in  excess  of the 15%  threshold.  The
inability of the person to vote the excess  Class B Common  Stock will  continue
until such time as a  sufficient  number of shares of Class A Common  Stock have
been acquired by the person to satisfy the  requirements  of the Class A Special
Rights.

         The second prong of the Class A Special Rights is an "Equitable  Price"
requirement.  It is intended to prevent a person  seeking to acquire  control of
the Company from paying a discounted price for the Class A Common Stock required
to be  purchased  by the  acquiring  person under the first prong of the Class A
Special Rights.  These provisions  provide that an Equitable Price has been paid
for shares of Class A Common Stock only when they have been  acquired at a price
at least  equal to the  greater of (i) the  highest  per share price paid by the
acquiring person, in cash or in non-cash  consideration,  for any Class B Common
Stock acquired within the 60 day periods preceding and following the acquisition
of the Class A Common  Stock or (ii) the  highest  closing  market sale price of
Class B Common  Stock  during the 30 day periods  preceding  and  following  the
acquisition of the Class A Common Stock. The value of any non-cash consideration
will be  determined  by the Board of  Directors  of the  Company  acting in good
faith.  The highest closing market sale price of a share of Class B Common Stock
will be the highest  closing sale price reported by Nasdaq National Stock Market
or on any such other securities exchange then constituting the principal trading
market for either class of the Common Stock. In the event that no quotations are
available,  the highest  closing market sale price will be the fair market value
during the 30 day periods  preceding and following the acquisition of a share of
Class B Common  Stock as  determined  by the Board of  Directors  of the Company
acting in good faith.  The  Equitable  Price  provision is intended to require a
person seeking to acquire control of the Company to buy the Class B Common Stock
and the Class A Common Stock at virtually  the same time and the same price,  as
might occur in a tender offer, to ensure that the acquiring person would be able
to vote the Class B Common Stock acquired in excess of the 15% threshold.

         Under the  Class A Special  Rights,  an  acquisition  of Class B Common
Stock is deemed to include any shares that an acquiring Person acquires directly
or indirectly,  in one transaction or a series of transactions,  or with respect
to which that person acts or agrees to act in concert  with any other person (an
"Acquisition"). As used in the preceding sentence, "Person" includes one or more
persons  and  entities  who act or agree to act in concert  with  respect to the
Acquisition  or disposition of Class B Common Stock or with respect to proposing
or  effecting  a plan or  proposal  involving  (i) a merger,  reorganization  or
liquidation of the Company or a sale of a material amount of its assets;  (ii) a
change in the Company's Board of Directors or management,  including any plan or
proposal to fill  vacancies  on the Board of  Directors  or change the number or
term  of  Directors;  (iii) a  material  change  in the  business  or  corporate
structure of the Company;  or (iv) any material change in the  capitalization or
dividend  policy of the Company.  Unless  there are  affirmative  attributes  of
concerted action, however,  "acting or agreeing to act in concert with any other
Person" does not include acts or agreements to act by Persons  pursuant to their
official  capacities as directors or officers of the Company or because they are
related by blood or marriage.

         For  purposes  of  calculating   the  15%   threshold,   the  following
Acquisitions and increases are excluded: (i) shares of Class B Common Stock held
by any Person on the Threshold Date;  (ii) an increase in a holder's  percentage
ownership of Class B Common Stock resulting solely

                                     - 42 -
from a change in the total number of shares of Class B Common Stock  outstanding
as a result of a  repurchase  of Class B Common  Stock by the Company  since the
last  date on which  that  holder  acquired  Class B  Common  Stock;  and  (iii)
Acquisitions  of Class B Common Stock (a) made  pursuant to  contracts  existing
prior to the Threshold  Date,  including the Acquisition of Class B Common Stock
pursuant to the  conversion  provisions of Class A Preferred  Stock  outstanding
prior to the Threshold  Date,  (b) by bequest or  inheritance or by operation of
law upon the  death or  incompetency  of any  individual,  and (c) by any  other
transfer  made  without  valuable  consideration,  in good faith and not for the
purpose of  circumventing  the Class A Special Rights. A gift made to any Person
who is related to the donor by blood or  marriage,  a gift made to a  charitable
organization  qualified  under  Section  501(c)(3)  of the  Code or a  successor
provision  and a gift to a Person who is a fiduciary  solely for the benefit of,
or which is owned  entirely  by,  one or more  persons or  entities  (a) who are
related  to the  donor by  blood or  marriage  or (b)  which is a  tax-qualified
charitable  organization  or (c) both will be  presumed to be made in good faith
and not for purposes of circumventing  the  restrictions  imposed by the Class A
Special Rights.

         The Class A Special  Rights also provide  that,  to the extent that the
voting power of any share of Class B Common  Stock cannot be exercised  pursuant
to the  provision,  that share will be excluded  from the  determination  of the
total shares  eligible to vote for any purpose for which a vote of  shareholders
is taken.

         Convertibility.  The Class B Common Stock is  convertible  into Class A
Common Stock at any time on a share-for-share basis. The Class A Common Stock is
not  convertible  into  shares  of Class B Common  Stock  unless  the  number of
outstanding  shares  of Class B Common  Stock  falls  below 5% of the  aggregate
number of  outstanding  shares of Class B Common Stock and Class A Common Stock.
In that event,  immediately upon the occurrence thereof,  all of the outstanding
Class A Common Stock is converted  automatically  into Class B Common Stock on a
share-for-share  basis and Class B Common  Stock  will no longer be  convertible
into Class A Common Stock. For purposes of this provision,  Class B Common Stock
or Class A Common  Stock  repurchased  by the  Company  and not  reissued is not
considered to be "outstanding" from and after the date of repurchase.

         In the  event  of any such  conversion  of the  Class A  Common  Stock,
certificates  which formerly  represented  outstanding  shares of Class A Common
Stock  thereafter will be deemed to represent a like number of shares of Class B
Common Stock,  and all common stock then authorized will be deemed to be Class B
Common Stock.

         Preemptive  Rights.  Neither  the Class A Common  Stock nor the Class B
Common Stock carry any preemptive  rights  enabling a holder to subscribe for or
receive shares of the Company of any class or any other  securities  convertible
into any class of the Company's shares.

         Transferability; Trading Market. The Class A Common Stock and the Class
B Common Stock are freely  transferable and are listed for trading on the Nasdaq
National Stock Market under the symbols SENEA and SENEB, respectively.

                                     - 43 -
Description of Preferred Stock (Other Than New Preferred Stock)

         Other than New Preferred Stock,  none of the Company's  Preferred Stock
will be issued in the  Transaction.  No  dividends  or other  distributions  are
payable on the Company's Common Stock unless such dividends or distributions are
first paid on the Preferred  Stock. In the event of a liquidation or dissolution
of the Company,  the  outstanding  shares of Preferred Stock would have priority
over the  Common  Stock  in the  distribution  of the  remaining  assets  of the
Company.  The 10% Series A Preferred Stock is convertible  into shares of Common
Stock on the basis of one share of Class A Common Stock and one share of Class B
Common Stock for every 20 shares of 10% Series A Preferred Stock. The 10% Series
B Preferred Stock is convertible  into Common Stock on the basis of one share of
Class A Common  Stock and one share of Class B Common  Stock for every 30 shares
of 10% Series B Preferred Stock.

Restrictions on Acquisition of the Company--Certain Charter and Bylaw Provisions

     In addition  to the  restrictions  imposed by the "Class A Special  Rights"
provisions, the Company's Charter contains two super-majority voting provisions.
Paragraph 5 of the  Company's  Charter  provides  that the  affirmative  vote of
two-thirds  of the  shares  present  and  entitled  to  vote at the  meeting  is
necessary  to amend  the  Bylaws  of the  Company.  Paragraph  6 of the  Charter
provides  that a  director  may be  removed  regardless  of cause  only upon the
affirmative  vote of two-thirds of the shares  entitled to vote for the election
of that director.  Both of these  provisions  reduce the possibility of: (i) the
Company's  shareholders  receiving and accepting  hostile  takeover  bids;  (ii)
mergers; (iii) proxy contests;  (iv) removal of current management;  (v) removal
of directors or (vi) other changes in control.

         The Bylaws of the Company require the affirmative vote of two-thirds of
the shares  present and entitled to vote to (i)  effectuate  an amendment to the
Bylaws of the Company and (ii) remove a director of the Company.

     The Bylaws  provide for the staggered  voting of directors  for  three-year
terms so that shareholders  desiring to replace the incumbent directors and gain
control of the Board  would be required  to win at least two  successive  annual
contests  before their nominees  constituted a majority of directors.  See "Risk
Factors--Certain Anti-Takeover Provisions."

          Assuming shareholder  approval of the Charter Amendments,  the Charter
will require the unanimous  approval of the Company's Board of Directors (except
for directors choosing to abstain) to approve any merger, consolidation or other
form of business  combination or any sale or disposition of all or substantially
all of the Company's assets.

Agreements Restricting Change in Control of the Company

          The Alliance Agreement and certain significant  agreements between the
Company  and its  lenders  provide  for  penalties  in the  event of a change of
control  of the  Company  as  defined  in the  respective  agreement.  See "Risk
Factors--Certain Anti-Takeover Provisions."

                                     - 44 -
THE COMPANY
Business

         The Company  conducts its business  almost  entirely in food processing
which currently  accounts for approximately  99% of the Company's sales.  Canned
and frozen  vegetables  represent  approximately  78% and fruit and fruit  juice
products  approximately  22% of  the  food  processing  volume.  Apple  products
contribute  approximately  10%  of  all  processed  food  sales;  the  Company's
Seneca(R) brand frozen apple concentrate is the largest-selling  brand of frozen
apple  concentrate in the United States.  Of the remaining fruit and fruit juice
product sales, grape products account for approximately 2%, and bottled,  canned
and frozen fruit juice drinks account for the remaining approximately 10%.

         Approximately  19% of the Company's  food products are packed under its
own brands including Seneca(R),  Libby's(R), Aunt Nellie's Farm Kitchen(R), Blue
Boy(R) and  TreeSweet(R).  Approximately  30% of the processed  foods are packed
under  private  labels  and  approximately  11% are sold to  institutional  food
distributors.  The  remaining  40% are sold under the  Alliance  Agreement  with
Pillsbury. See "Risk Factors--Dependence on Alliance Agreement."

         The  Company's  sole  non-food  division,   Seneca  Flight  Operations,
provides air charter service primarily to industries located in upstate New York
and contributes approximately 1% to the Company's sales.

         The Company was  organized in 1949 and  incorporated  under the laws of
the State of New York. The Company  purchased six Green Giant  vegetable  plants
from  Pillsbury  effective  February 1, 1995,  resulting in  vegetable  products
becoming  78% of the  Company's  overall  business.  Consequently,  the  Company
changed its fiscal year-end from July 31 to March 31 to avoid  overlapping  pack
seasons  between  fiscal years.  Therefore,  fiscal year 1995 was an eight-month
transition period.

         The   Company's   principal   executive   office  is  located  at  1162
Pittsford-Victor Road, Pittsford,  New York 14534. Its telephone number is (716)
385-9500 and it maintains a web site (http://www.senecafoods.com).

Principal Products and Markets

         Food Processing.  The principal  products of this segment include grape
products,  apple products and vegetables.  The products are canned,  bottled and
frozen and are sold to retail and institutional markets. The Company has divided
the  United  States  into four  major  marketing  sections:  Eastern,  Southern,
Northwestern  and  Southwestern.  Plant locations in New York,  Michigan,  North
Carolina and Washington  provide ready access to domestic  sources of grapes and
apples necessary to support  marketing  efforts in their respective  sections of
the country.  Vegetable  operations are primarily supported by plants located in
New York, Wisconsin, Washington, Idaho and Minnesota.

                                     - 45 -
The following  summarizes  net sales by major category and for the five
fiscal years ended March 31, 1998, 1997, 1996 and 1995 and July 31, 1994:
1998                    1997                      1996                  1995                 1994
                                                                                              (8 Months)
                       --------------------------------------------------------------------------------------------------------
                                                                    (In thousands)
Vegetable                 $544,646                    $562,265            $330,654              $117,504             $145,010
Apple                       68,108                      93,047              87,585                62,688               78,453
Grape                       18,303                      19,605              19,159                10,325               17,457
Other                       69,123                      52,017              66,453                40,809               45,334
                       --------------------------------------------------------------------------------------------------------
Total                     $700,180                    $726,934            $503,851              $231,326             $286,254
Other.  Seneca Flight Operations  provides air charter service primarily to
industries in upstate New York.

Source and Availability of Raw Material

         Food  Processing.  The Company's food processing  plants are located in
major  vegetable,  grape and apple producing  states.  Fruits and vegetables are
primarily  obtained  through  contracts  with  growers.   Apple  concentrate  is
purchased  domestically  and  abroad to  supplement  raw fruit  purchased  under
contract.  The Company's  sources of supply are considered  equal or superior to
its competition for all of its food products.

Seasonal Business

         Food Processing.  While individual  fruits and vegetables have seasonal
cycles of peak production and sales, the different cycles are usually offsetting
to some extent.  The supply of commodities,  current  pricing,  and expected new
crop quantity and quality affect the timing of the Company's sales and earnings.
An "Off Season Allowance" is established  during the year to minimize the effect
of seasonal  production on earnings.  The  Off-Season  Allowance is zero at each
fiscal year-end.

Backlog

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

                                     - 46 -
Competition and Customers

         Food  Processing.  Competition in the food business is substantial with
imaginative  brand  registration,  quality  service and pricing  being the major
determinants in the Company's relative market position. Except for the Seneca(R)
apple and grape products and Libby's(R) vegetable products data mentioned below,
no reliable  statistics are available to establish the exact market  position of
the Company's own food products.  During the 1998 fiscal year  approximately 19%
of the  Company's  processed  foods were packed for retail  customers  under the
Company branded labels of Libby's(R),  TreeSweet(R) and Seneca(R).  About 11% of
the processed foods were packed for  institutional  food distributors and 30% of
processed  foods were retail packed under the private  label of  customers.  The
remaining 40% is sold under the Green  Giant(R)  label  pursuant to the Alliance
Agreement.  The  customers  represent  a  full  cross  section  of  the  retail,
institutional,  distributor and industrial  markets.  In 1997 and 1998 Pillsbury
and its designees  represented and, in the foreseeable  future,  are expected to
represent,  the  Company's  largest  customers  as  a  result  of  the  Alliance
Agreement. A termination of the Alliance Agreement would have a material adverse
impact on the Company. See "Risk Factors--Dependence on Alliance Agreement."

         The Company's  principal  branded  products are Seneca(R)  Frozen Apple
Juice  Concentrate,   which  is  the  largest-selling   brand  of  frozen  apple
concentrate  in  the  United  States,   Seneca(R)  Frozen  Natural  Grape  Juice
Concentrate, Seneca(R) applesauce and Libby's(R) canned vegetable products which
rate among the top five national brands. See "Risk Factors--Trends  Resulting in
Fluctuating Prices in Apple Products" and "Management's  Discussion and Analysis
of Financial  Condition  and Results of  Operation  for the Year Ended March 31,
1998--Liquidity and Capital Resources."

Environmental Protection

          Environmental  protection  is an  important  requirement  at each food
processing  facility.   In  all  locations  the  Company  believes  that  it  is
cooperating with federal,  state and local environmental  protection authorities
in developing and maintaining  suitable  antipollution  facilities.  In general,
current pollution control  facilities are equal to or somewhat superior to those
of  competitors.   The  Company  does  not  expect  that  any  material  capital
expenditures  will be  necessary  for the Company to comply  with  environmental
regulations  in the near future;  it  anticipates  spending  approximately  $1.5
million in the two fiscal years ending  March 31,  2000,  to improve  wastewater
facilities in Minnesota and New York.  The Company is a potentially  responsible
party with  respect to certain of its sites but the Company does not believe the
aggregate liability is material.

                                     - 47 -
Employment

   Food Processing            - Fulltime                               2,534
                              - Seasonal                                 420
                                                                      ------
                                                                       2,954
                                Other                                    108
                                                                       -----
                                Total                                  3,062

         Employees are organized in various unions at the facilities  located in
Prosser, Washington;  Rochester,  Minnesota;  Janesville,  Wisconsin; Covington,
Kentucky;  Jackson,  Wisconsin and Clyman,  Wisconsin. The contract covering the
employees at the Prosser,  Washington  facility is  currently  being  negotiated
after a  representation  election.  The remaining  contracts do not expire until
1999, 2000 and 2002.

Foreign Operations

         Export   sales  for  the  Company  are  a  relatively   small   portion
(approximately 5%) of the food processing sales.

Properties

         The Company has eleven fruit and  vegetable  processing,  packaging and
warehousing facilities located in New York that provide approximately  2,054,000
square feet of food  packaging,  freezing  and freezer  storage,  and  warehouse
storage  space.  The Company is a lessee under a number of operating and capital
leases for equipment and real property used for processing and warehousing.

         Four other processing, packaging and warehousing facilities are located
in the states of North Carolina  (223,000 square feet) and in Washington  (three
facilities  totaling  292,000  square  feet).  Processing  operations  in  North
Carolina are  primarily  devoted to apple juice  products and in  Washington  to
grape juice, apple juice, apple chips and sauce.

         Four facilities in Minnesota,  one facility each in Washington,  Idaho,
Michigan  and  Kentucky,  and seven  facilities  in  Wisconsin  provide,  in the
aggregate,  approximately 5,459,000 square feet of food packaging,  freezing and
freezer  storage,  and warehouse  storage space.  These  facilities  process and
package various  vegetable and fruit  products.  The facilities are owned by the
Company.

         The  Company  owns  one food  distribution  facility  in  Massachusetts
totaling approximately 59,000 square feet which is leased out to another company
through  2004.  In addition,  the  Company's  air charter  division has a 14,000
square foot facility located in New York.

                                     - 48 -
All of the  properties  are well  maintained  and equipped  with modern
machinery.  Nearly  all  locations  have the  ability  to expand or to  increase
production as sales requirements  justify,  notwithstanding  that most locations
(except  apple  processing  facilities)  are highly  utilized.  In periods  when
relatively  low-cost apple concentrate is available from world-wide  sources, as
occurred in the Company's fiscal year ending March 31, 1998, the Company's apple
processing  facilities  operated at substantially  less than full capacity.  See
"Risk  Factors--Trends  Resulting  in  Fluctuating  Prices  in Apple  Products."
Because of the seasonal  production  cycles the exact extent of  utilization  is
difficult to measure.  In certain  circumstances the theoretical full efficiency
levels are being reached, however, expansion of the number of production days or
hours could increase the output by up to 20% for a season.

         Certain  of  the  Company's   facilities  are  mortgaged  to  financial
institutions to secure long-term debt and capital lease obligations.

Legal Proceedings

         In the ordinary course of its business,  the Company is made a party to
certain legal proceedings seeking monetary damages. The Company does not believe
that an adverse  decision in any of these  proceedings,  in which the claims are
insured  against  (subject to  non-material  deductible  amounts),  would have a
material adverse impact on the Company.

                                     - 49 -
Five Year Selected Financial Data
Summary of Operations and Financial Condition
(In thousands of dollars, except per share data)
(Eight Months)
Years ended March 31 and July 31,                   1998        1997        1996           1995         1994       1993
---------------------------------                   ----        ----        ----           ----         ----       ----
Net sales                                       $  703,220   $ 730,135   $ 507,988    $ 234,073    $  290,185     $257,402
--------------------------------------------------------------------------------------------------------------------------
Operating earnings (before Corporate
   interest and administrative expense)         $   22,372   $  44,165   $  16,418    $  11,380    $   18,251     $ 10,029
Earnings (loss) from continuing
   operations before extraordinary item and
   cumulative effect of accounting change           (5,144)      7,531     (10,147)       1,321         5,274        1,293
Earnings from discontinued operations                   --          --          --           --            90          965
Gain on the sale of discontinued operations             --          --          --           --         2,273           --
Earnings (loss) before extraordinary item and
   cumulative effect of accounting change           (5,144)      7,531     (10,147)       1,321         7,637        2,258
Extraordinary loss                                      --          --          --           --          (606)          --
Cumulative effect of accounting change                  --          --          --           --         2,006           --
Net earnings (loss)                                 (5,144)      7,531     (10,147)       1,321         9,037        2,258
--------------------------------------------------------------------------------------------------------------------------

Earnings (loss) from continuing
   operations per common share                  $    (0.87)  $    1.27   $   (1.81)   $     .23    $      .91     $    .21
Earnings (loss) per common share before
   extraordinary item and cumulative
   effect of accounting change                       (0.87)       1.27       (1.81)         .23          1.31          .36
Net earnings (loss) per common share                 (0.87)       1.27       (1.81)         .23          1.55          .36
--------------------------------------------------------------------------------------------------------------------------
Working capital                                 $  112,299    $132,351    $111,301    $ 138,030    $   67,591      $90,706
Inventories                                        194,044     158,197     229,759      138,113        98,202       88,181
Net property, plant, and equipment                 218,408     207,439     222,720      179,718        78,216       74,089
Total assets                                       474,926     416,023     523,859      385,502       204,899      208,733
Long-term debt and capital lease
   obligations                                     227,858     224,128     226,574      221,480        51,476       72,556
Stockholders' equity                                89,125      93,736      90,939       90,821        88,620       84,698
--------------------------------------------------------------------------------------------------------------------------------

Additions to property, plant, and equipment     $   15,693   $  11,650   $  67,897    $  26,966    $    9,384     $  1,723
Interest expense, net                               26,780      28,827      28,157        6,296         6,046        5,834
--------------------------------------------------------------------------------------------------------------------------

Net earnings/average equity                          (5.6)        8.2%     (11.2)%         1.5%         10.4%         2.7%
Continuing earnings before taxes/sales               (1.2)        1.6%      (3.0)%         0.9%          2.8%         0.2%
Net earnings/sales                                   (0.7)        1.0%      (2.0)%         0.6%          3.1%         0.9%
Long-term debt/equity                                 256%        239%        249%         244%           58%          86%
Current ratio                                       1.8:1       2.8:1       1.6:1        3.3:1         2.3:1        3.4:1
---------------------------------------------------------------------------------------------------------------------------------

Common stockholder's equity per share           $    14.99   $   15.77   $   15.30    $   16.23    $    15.83     $  13.79
Class A National Market System
   closing price range                        18 3/4 -15 3/4 18 3/4-14 3/4   20-15           --            --           --
Class B National Market System
   closing price range                        18 1/2 -15 1/2     19-14 1/2   22-16    17 3/4-10 1/2  11 3/8-7 3/4 8 3/16-7 3/8
Common cash dividends declared per share              --            --          --           --            --           --
Ratio of earnings to Fixed Charges and
   Preferred Stock Dividends                      .68:1.00 (1)  1.41:1.00   .46:1.00 (1) 1.33:1.00     2.32:1.00    1.08:1.00
Price earnings ratio                                  NM          13.7x         NM         74.5x          6.9x        21.5x
------------------------------------------------------------------------------------------------ --------------------------
1995 represents eight months ended March 31 due to a change in the Company's
fiscal year end.  Fiscal Years 1994-1992 ended July 31.

(1) Earnings were inadequate to cover fixed charges in fiscal year 1998 by
    $8.457 million and in fiscal year 1996 by $15.2 million.

NM = Not meaningful.
- 50 -
MANAGEMENT'S DISCUSSION AND ANALYSIS

Management's Discussion and Analysis of Financial Condition and Results of 
Operations for the Year Ended March 31, 1998

         Liquidity  and  Capital  Resources.  Because  of  the  food  processing
segment, the Company's yearly business cycle shows large inventory growth during
the summer and fall harvest period.  The inventory peaks in the early winter and
drops to its minimum  level  immediately  prior to the next pack  season.  These
peaks  are  financed  through  seasonal  borrowings  whose  high and low  points
essentially  correspond  with the changes in  inventory,  or by a  reduction  in
short-term investments. Accordingly, inventory management is key to liquidity.

         During May 1996 the Company sold its  investment  in Moog Inc.  Class A
Common Stock back to Moog.  This sale  generated  cash proceeds of $12.9 million
and a pre-tax  gain of $7.5  million.  During  August 1996 the Company  sold its
Clifton Park,  New York facility for cash resulting in net cash proceeds of $4.6
million and a gain of $1.6 million  before  income tax expense.  The Company had
leased this facility to a third party.

         During  September  1995 the Company  entered into a sale and  leaseback
transaction  whereby three of its  wastewater  facilities in New York State were
sold to the Wayne  County  Water and Sewer  Authority  for net  proceeds of $9.3
million.

         During  1995 the  Company  acquired  certain  assets of the Green Giant
Division of Pillsbury. Under an Alliance Agreement concurrently executed in 1995
by  the  Company,  Pillsbury  and  Grand  Metropolitan  Incorporated,  Pillsbury
continues to be responsible for all of the sales, marketing and customer service
functions  for the Green Giant brand,  while the Company  will handle  vegetable
processing and canning operations.  Pillsbury continues to own all the trademark
rights to the Green Giant brand and its proprietary  seed varieties.  The assets
acquired   included  certain  raw  material  and  supplies   inventory  and  six
manufacturing  facilities  located in the  Midwestern  and  Northwestern  United
States.  The purchase  price of $86.1 million was funded by the  Pillsbury  Note
issued by the  Company  for $73.0  million  and the  balance  was  funded out of
working  capital.  The Pillsbury Note decreased $6.0 million in 1996 as a result
of an agreement  reached with  Pillsbury to convert that amount to the Company's
Class A Common Stock. Such conversion was completed in March 1996. The Pillsbury
Note  increased by $7.6 million in 1997 due to the addition of capital  projects
that Pillsbury has completed and green bean processing  equipment  acquired from
Pillsbury, which was transferred to the Company.

         In  conjunction  with this  acquisition,  the  Company  entered  into a
revolving  credit  facility for up to $150.0 million (now $130.0 million) from a
syndicate of eleven (now eight) banks.  In addition,  the Company issued two new
senior debt notes.  The first was a $75.0 million  unsecured  note issued to The
Prudential  Insurance Company of America,  with repayment due beginning in March
1998, a final  maturity date of February  2005,  and an interest rate of 10.78%.
The second was a $50.0 million unsecured note issued to John Hancock Mutual Life
Insurance Company,  with repayment due beginning in March 2001, a final maturity
of January 2009, and an interest rate of 10.81%. The proceeds of these two notes
were used to finance or replenish working capital for the following: (i) capital
expenditures of $50.0 million related to the Alliance  Agreement with Pillsbury;
(ii)  repayment of two notes due an insurance  company,  one repaid in July 1994
for $13.8  million,  the other  repaid  when the new debt was  issued  for $26.6
million;  (iii) three small  acquisitions  made over the previous fifteen months
totaling  $15.6  million;  and (iv) the  balance,  $19.0  million,  for  capital
expenditures made over the previous three years.

         As mentioned  above,  during 1995 the Company entered into an unsecured
revolving  credit  agreement  for up to $150.0  million  (now  $130.0  million).
Previously,  the Company  maintained  uncommitted lines of credit.  Credit lines
provide for interest rate options based on Prime,  Eurodollar,  or Money Market.
There were $62.3 million of borrowings  outstanding under these lines at the end
of 1998, 18.0 million at the end of 1997, and $113.0 million at the end of 1996.

                                     - 51 -
The decrease in cash and  short-term  investments of $22.5 million over
the three year period  ended in 1998 was  primarily  due to Aunt  Nellie's  Farm
Kitchens and Curtice Burns  acquisitions  of $53.7 million,  the debt repayments
totaling $14.9 million;  capital additions of $15.7 million,  $11.7 million, and
$67.9 million, in 1998, 1997, and 1996, respectively.  This was partially offset
by the  proceeds  of the new  long-term  debt  issues  totaling  $25.7  million;
proceeds from the sale of Moog Inc.  stock of $12.9  million;  proceeds from the
disposal of assets totaling $13.5 million; and net earnings (before depreciation
effect which is non-cash).

         In  1998,  accounts  receivable  increased  by $12.2  million  to $48.6
million.  This was due in part to Non-Alliance  sales being $87.7 million higher
fueled by the two acquisitions (see below).

         In 1998 inventories increased $35.8 million over 1997. This was largely
due to the  acquisitions  made during the year (see below).  In 1997 inventories
declined by $71.6 million due to the sales increase on Alliance sales.

         In 1998 capital  expenditures  were $15.7  million as compared to $11.7
million in 1997. In 1998 certain juice  production  lines were  converted to PET
(plastic bottles) totaling $3.2 million at plants in the south and midwest.  The
1997 capital  expenditures are down substantially from 1996. The largest project
was the green bean  expansion in Cumberland  related to the Alliance  where $4.4
million was spent in 1997. The 1996 capital  expenditures  of $67.9 million were
substantially  due to a  major  capital  expansion  relating  to  the  Company's
alliance with Pillsbury (the  "Alliance"),  integrated six of Pillsbury's  Green
Giant vegetable processing plants and significantly  increased the Company's own
production  capabilities to accommodate the production of four Pillsbury  plants
that were concurrently closed. This capital expansion was originally expected to
be $50.0 million, but to meet the Company's ambitious goals, an additional $25.0
million was spent on this  project,  primarily in the  Company's  New York State
operations in order to meet operational needs of the Alliance.

         Acquisitions  in the Fiscal  Year  Ended  March 31,  1998.  In 1998 the
Company completed two acquisitions. The first acquisition was Aunt Nellie's Farm
Kitchens,  which produces,  markets and sells fruit and vegetable  products from
their  plants in the  midwest,  for  approximately  $24.3  million.  The  second
acquisition  was the Curtice Burns canned  branded and private  label  vegetable
business for approximately $29.4 million.

         Results of Operations.  Net sales for 1998 were $703.2  million,  which
includes $277.1 million sold under the Alliance.  Net sales for 1997 were $730.1
million,  which includes  $391.7 million sold under the Alliance with Pillsbury.
Net sales for 1996 were $508.0  million,  which includes $168.0 million of sales
to Pillsbury under the Alliance.  In 1998 Non-Alliance  sales increased by $87.7
million. In 1997 Non-Alliance sales decreased by $1.6 million. If 1996 net sales
are compared with the last full year sales (1994), the increase for the two year
period is 22.7%  excluding the effect of the Alliance.  In 1998  vegetable  unit
sales increased due to the two acquisitions and the high pack levels of the last
two years.  Also in 1998 juice dollar sales  declined  $12.8 million or 7.8%. In
1997 vegetable  unit sales  increased due to getting higher packs than the prior
year. In 1997 vegetable unit prices  increased for part of the year but declined
later in the year due to excess  inventories.  In 1996 vegetable unit sales were
lower due to a less than budget pack.  Unit vegetable  selling prices dropped in
1996,  while apple  pricing  rose due to the  worldwide  shortage of  processing
apples.

         The 1997  results  include a $7.5 million gain on the sale of Moog Inc.
Class A Common Stock back to Moog and a gain on the sale of a Clifton Park,  New
York warehouse of $1.6 million.  The 1996 results include a non-recurring charge
of $15.1  million,  before income tax benefit,  due to a combination of start-up
costs related to the  Pillsbury  Alliance and severe  drought  conditions in New
York State  throughout  the entire  summer.  The Company  undertook an ambitious
capital  expenditure  program related to the Alliance.  In the relatively  short
time between the February  1995 closing of the Alliance and the beginning of the
1995 vegetable

                                     - 52 -
pack, 37 separate major capital projects needed to be completed. There were some
unforeseen  problems related to a few of these projects,  mostly in the New York
plants.  Some of the used  equipment  transferred  from the  closed  plants  had
operating  difficulties  and were  not  always  easily  repaired,  thus  causing
downtime.  Therefore,  plant  throughput  and  yields  were poor at some  plants
resulting in unfavorable  manufacturing  variances.  The problems were magnified
when the  drought  and the hot weather  conditions  forced the uneven  timing of
maturities of vegetables.

         In 1998 earnings decreased for the following reasons: (i) lower selling
prices on vegetables  due to an ongoing  industry  oversupply due in part to the
second  consecutive  above budget pack,  (ii) apple product price  declines were
greater than apple product cost declines, and (iii) a decline in the consumption
of frozen  concentrates  put  further  pressure  on  pricing.  In 1997  earnings
increased  for the  following  reasons:  (i) the Moog Inc.  gain of $7.5 million
detailed above,  (ii) higher vegetable  selling prices for part of the year, and
(iii) greater sales under the Alliance Agreement produced  additional  earnings.
In 1996  earnings  decreased for the  following  reasons:  (i) the $15.1 million
non-recurring  charge detailed above, (ii) higher apple cost of product sold due
to a world-wide shortage of processing apples, and (iii) lower selling prices on
vegetables due to an ongoing industry oversupply.

         In 1996, the Company  changed its inventory  valuation  method from the
lower of cost;  last-in,  first-out;  or market to the lower of cost;  first-in,
first-out;  or  market.  The  major  reason  for  the  change  is  the  Alliance
inventories are on the first-in,  first-out  method which represent the majority
of the Company's inventory dollars. The change has been applied retroactively by
restating the financial statements of prior years.

         In general,  inflation  played a relatively small role in the operating
results and cash flows of 1998, 1997, and 1996 since the Company depreciates its
fixed assets under accelerated depreciation methods for tax purposes.

         New  Accounting  Pronouncements.  Three new  accounting  standards were
issued during the past year that the Company must comply with beginning in 1999.
They are (i) SFAS No. 130, "Reporting  Comprehensive Income"; (ii) SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information"; and (iii)
SFAS No. 132,  "Employers'  Disclosures about Pensions and Other  Postretirement
Benefits."   These  standards   expand  or  modify  current   disclosures   and,
accordingly,  will have no impact on the Company's reported financial  position,
results of operations and cash flows.

         Year 2000.The Company recognizes the need to ensure its operations will
not be adversely impacted by Year 2000 software failures.  Software failures due
to processing errors  potentially  arising from calculations using the Year 2000
data are a known risk.  The Company is in the process of replacing some systems,
which are known not to be Year 2000  compliant,  and updating  others to be Year
2000 compliant.  The Company is addressing the computing  environment along with
any other systems in the operating  facilities,  which may also not be Year 2000
compliant.  The Company is using  internal  resources  to make systems Year 2000
compliant as much as possible  only using  external  resources  for  specialized
equipment,  which is mostly at our plants.  The total cost of compliance,  above
and beyond normal software upgrades, is not expected to exceed $750,000.00.

                                     - 53 -
PRICE RANGE OF COMMON STOCK AND DISTRIBUTION HISTORY

         The  Company's  common  stock is traded on the  Nasdaq  National  Stock
Market.  The high and low sales prices of the Company's  common stock during the
periods indicated are shown below.
Class A:                               1998                                1997                                1996
                             -------------------------------------------------------------------------------------------------
         Quarter               High              Low               High              Low               High              Low
------------------------------------------------------------------------------------------------------------------------------
First                 $18.75         $16.75               $18.00         $14.75               $   __         $   __
         Second                 18.50          16.75                17.75          15.75                20.00          19.50
         Third                  18.25          16.50                17.00          15.00                19.75          15.00
         Fourth                 17.62          15.75                18.75          15.00                19.00          15.25

Class B:                                1998                                1997                                1996
                             --------------------------------------------------------------------------------------------------
         Quarter               High               Low              High                Low             High               Low
-------------------------------------------------------------------------------------------------------------------------------
         First                 $18.50          $16.75              $18.00           $14.50             $17.88          $16.75
         Second                 18.50           16.75               17.75            16.00              22.00           17.25
         Third                  18.25           16.50               17.50            15.25              21.25           16.50
         Fourth                 17.25           15.50               19.00            15.25              20.00           16.00
The  Company  may pay  common  dividends  only  from  consolidated  net
earnings  available for  distribution,  of which there were none as of March 31,
1998.  Payment of dividends to common  stockholders is made at the discretion of
the Company's Board of Directors and depends,  among other factors, on earnings,
capital requirements,  and the operating and financial condition of the Company.
The  Company  has not  declared  or paid a dividend  on its Common  Stock  since
____________. See "Risk Factors--No Dividends."

                        DIRECTORS AND EXECUTIVE OFFICERS

Directors. The following table sets forth certain information with respect to
the Company's directors:
Served
                                                                                                                    as
Director                        Principal Occupation for Past Five Years(1)                          Age         Director
                                                                                                                  Since
--------                        -------------------------------------------                          ---         --------
Robert T. Brady                 President and Chief Executive Officer of Moog Inc., East               57          1989
                                Aurora, New York (manufacturer of control systems).(2)

David L. Call                   Emeritus Dean and Professor of the College of Agriculture              66          1985
                                and Life Sciences, Cornell University, Ithaca, New York,
                                since 1995; Dean of the College of Agriculture and Life
                                Sciences, until 1995.(3)

Edward O. Gaylord               President of Gaylord & Company, Houston, Texas (venture                66          1975
                                capital) and the Chairman of EOTT Energy Corporation,
                                Houston, Texas (oil trading and transportation).(4)

G. Brymer Humphreys             President, Humphreys Farm Inc., New Hartford, New York.                57          1983

                                                     - 54 -
Kraig H. Kayser                 President and Chief Executive Officer of the Company since             37          1985
                                1993 and Vice President, Secretary and Chief Financial
                                Officer of the Company until 1993.(5)

Susan W. Stuart(6)              Marketing Consultant, Fairfield, Connecticut.                          43          1986

Arthur S. Wolcott(6)            Chairman of the Company.                                               72          1949

Andrew M. Boas                  General Partner, Carl Marks Management Company, L.P., New York,        43            --
                                New York (Registered Investment Advisor); President, Carl Marks 
                                Offshore Management, Inc.; Managing Director, CMCO, Inc.; 
                                Vice President, CM Capital; Vice President, Carl Marks & Co., Inc.

Arthur H. Baer                  President, Hudson Valley Publishing, Inc., Albany, New York            51            --
                                (Media Company) since 1998; President, Xyan Inc, from 1996 to 1998;
                                Dean, College of Business and Administration, Drexel University 
                                until 1996
(1)  Unless otherwise indicated, each nominee has had the same principal
     occupation for at least the past five years.

(2)  Mr. Brady is also a director of the following publicly-held  companies:
     Acme  Electric   Corporation,   East  Aurora,  New  York  (manufacturer  of
     electronic power supplies);  Astronics Corporation,  Orchard Park, New York
     (manufacturer of specialty niche products); M&T Bank Corporation (formerly,
     First Empire State Corporation),  Buffalo, New York (bank holding company);
     and National  Fuel Gas Corp.,  Buffalo,  New York  (integrated  natural gas
     company).

(3)  Dr. Call is also a trustee for the following publicly-held company: Mutual
     of New York Insurance Company, New York, New York.

(4)  Mr. Gaylord  is also a  director of  the following publicly-held companies:
     Essex International, Inc.,  Fort Wayne,  Indiana  (developer,  manufacturer
     and  distributor of  copper  electrical  wire and cable  products);  Kinder
     Morgan Energy  Partners,  L.P.,  Houston,  Texas  (coal  terminal  and oil 
     and gas pipeline  operations); and Imperial Holly  Corporation,  Sugarland,
     Texas (sugar manufacturer).

(5)  Mr. Kayser is also a director of the following publicly-held  company: Moog
     Inc., East Aurora, New York (manufacturer of control systems).

(6)  Susan W. Stuart and Arthur S. Wolcott are daughter and father.
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."                               72          1949

Kraig H. Kayser                 See table under "Election of Directors."                               37          1991

Philip G. Paras                 Vice President-Finance of the Company since 1996 and                   37          1996
                                Treasurer of the Company since 1997; Vice President of the
                                Chase Manhattan Bank, Syracuse, New York, 1993 until
                                1996.

Jeffrey L. Van Riper            Secretary and Controller of the Company.                               41          1986

Sarah S. Mortensen              Assistant Secretary of the Company.                                    53          1986

--------------------------------------------------------------------
(1)  Unless otherwise indicated, each officer has had the same principal occupation for at least the past five years.
- 55 -
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, 1998, 1997 and 1996.
Annual Compensation
            Name of Individual and                                 Fiscal                              -------------------
             Principal Position                                    Year                            Salary                 Bonus
           ----------------------                                 ------                           ------                 -----
Arthur S. Wolcott                                                  1998                       $    336,000               $  ---
  Chairman and Director                                            1997                            340,000                  ---
                                                                   1996                            340,000                  ---

Kraig H. Kayser                                                    1998                       $    292,000               $  ---
  President, Chief Executive                                       1997                            287,000                  ---
  Officer and Director                                             1996                            287,000                  ---
- 56 -
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 "1986 Act"), 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
$130,000.

     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 (based
on the maximum  Social  Security  benefit in effect for the calendar year ending
December 31, 1997):
Five Highest
     Consecutive                                                              ANNUAL BENEFITS
   Years' Earnings
                       -------------------------------------------------------------------------------------------------------------
                                15 Years                 20 Years                 25 Years                 30 Years        35 Years
                                --------                 --------                 --------                 --------        --------
$ 90,000                 $ 13,500                  $17,900                  $22,400                  $26,900         $31,300

       120,000                   19,900                   25,100                   31,400                   37,700          43,900

       150,000                   27,400                   32,300                   40,400                   48,500          56,500

  180,000 or higher              28,400                   33,300                   41,600                   49,900          58,200
Under the Plan,  Arthur S.  Wolcott and Kraig H. Kayser have 49 years and 6
years of credited service,  respectively.  Their compensation during fiscal year
1998  covered by the Plan was  $336,000  for Mr.  Wolcott and  $292,000  for Mr.
Kayser.  The Code  limits  the  amount of  compensation  that can be taken  into
account in calculating retirement benefits (for 1998 the limit is $160,000).

Directors' Fees

     During fiscal year 1998, directors were paid a fee of $1,000 per month. Any
director who is also an officer of the Company receives no director's fee.

                                     - 57 -
Stock Options

     No options were  granted or exercised in the period from April 1, 1997,  to
the date of this Prospectus,  nor were any unexpired  options held at the latter
date by any officer or director of the Company.

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 Company's
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 1998
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 Vegetable,  Juice 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.

     The bonuses earned by the Company's Named Officers for the 1998 fiscal year
are included in the executive  compensation  table above. No bonuses were earned
in 1998, 1997 or 1996 under the Plan.

Compensation Committee Interlocks and Insider Participation

     Mr.  Kayser serves as a member of the  Compensation  Committee of Moog Inc.
and as a director  on its  Board.  Mr.  Brady,  who is the  President  and Chief
Executive Officer of Moog Inc., serves as a director on Company's Board. Members
of the Company's Compensation Committee are David L. Call (Chairman),  Edward O.
Gaylord and Susan W. Stuart.

                                     - 58 -
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 and 10% Series B Preferred  Stock by each  director  and by all
directors and officers as a group as of July 6, 1998  (assuming the (i) purchase
of an aggregate of 3,666,667 shares of New Preferred Stock by the New Investors;
(ii) the conversion of the New Preferred Stock into 3,666,667  shares of Class A
Common Stock by the New Investors;  and (iii) the exercise of each of the Rights
issued to the Related  Marks  Shareholders;  ("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):
Name                           Title of Class                     Shares Beneficially
                                                                                     Owned(1)               Percent of Class
                                                                            Prior to          After         Prior to       After
                                                                            Offering        Offering        Offering     Offering
           ----                            -------------                    --------        --------        --------     --------
Edward O. Gaylord            Class A Common Stock                                4,544           4,544        --- (2)      --- (2)
                             Class B Common Stock                                4,544           4,544        --- (2)      --- (2)
G. Brymer Humphreys          Class A Common Stock                                  800             800        --- (2)      --- (2)
                             Class B Common Stock                                  800             800        --- (2)      --- (2)
Kraig H. Kayser              Class A Common Stock (3)                          269,929         269,929       8.60%        3.70%
                             Class B Common Stock (4)                          278,329         278,329      10.00        10.00
                             6% Preferred Stock (5)                              8,000           8,000       4.00         4.00
                             10% Series A Preferred Stock (6)                  173,812         173,812      42.70        42.70
                             10% Series B Preferred Stock (7)                  165,080         165,080      41.30        41.30
David L. Call                Class A Common Stock (8)                              600             600        --- (2)      --- (2)
                             Class B Common Stock (8)                              600             600        --- (2)      --- (2)
Susan W. Stuart              Class A Common Stock (9)                          186,151         186,151       5.90         2.55
                             Class B Common Stock (10)                         191,733         191,733       6.90         6.90
                             6% Preferred Stock                                 25,296          25,296      12.60        12.60
Arthur S. Wolcott            Class A Common Stock (11)                         252,549         252,549       8.00         3.46
                             Class B Common Stock (12)                         264,634         264,634       9.50         9.50
                             6% Preferred Stock (13)                            63,288          63,288      31.60        31.60
                             10% Series A Preferred Stock (14)                 212,840         212,840      52.30        52.30
                             10% Series B Preferred Stock (15)                 212,200         212,200      53.00        53.00
Andrew M. Boas               Class A Common Stock (16)                               0       3,666,667        --- (2)    50.27
All directors and            Class A Common Stock (18)                         481,759       4,632,514      15.30        63.51
officers as a group (17)     Class B Common Stock (19)                         509,826         509,826      18.20        18.20
                             6% Preferred Stock (20)                            96,584         296,584      48.30        48.30
                             10% Series A Preferred Stock (21)                 386,652         386,652      94.90        94.90
                             10% Series B Preferred Stock (22)                 377,280         377,280      94.30        94.30
(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 shares
                           of Preferred Stock,  respectively,  for each share of
                           Common Stock.

                  (2)      Less than 1.0%.

                  (3)      Mr. Kayser has sole voting and investment  power over
                           51,928  shares of Class A Common  Stock  owned by him
                           and sole voting but no  investment  power over 24,950
                           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 76,644  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) 6,117 shares held by the Company's
                           Tax Credit  Employee Stock  Ownership Plan Trust (the
                           "PAYSOP"),  of which Mr.  Kayser is a  trustee;  (ii)
                           78,188  shares held by the Seneca  Foods  Corporation
                           Employees' Pension Benefit Plan (the "Pension Plan"),
                           of which Mr.  Kayser is a trustee;  and (iii)  32,102
                           shares  held  by the  Seneca  Foods  Foundation  (the
                           "Foundation"), of which Mr. Kayser is a director. The
                           shares  reported  in the  table  do not  include  (i)
                           14,912  shares  owned by Mr.  Kayser's  mother,  (ii)
                           19,000 shares held in trust for Mr. Kayser's  mother,
                           or  (iii)  10,534  shares  held by the  Seneca  Foods
                           Corporation   Employees  Savings  Plan  (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  PAYSOP,  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.

                  (4)      Mr. Kayser has sole voting and investment  power over
                           53,628  shares of Class B Common  Stock  owned by him
                           and sole voting but no  investment  power over 32,650
                           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 76,644  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) 6,117 shares held by the PAYSOP, of
                           which Mr.  Kayser is a trustee;  (ii)  78,188  shares
                           held by the Pension  Plan,  of which Mr.  Kayser is a
                           trustee;   and  (iii)  31,102   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; (ii) 19,000 shares held
                           in trust for Mr.  Kayser's  mother;  and (iii)  3,916
                           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 PAYSOP,  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.

                  (5)      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 the table under
                           "--Principal Owners of Voting Stock."

                  (6)      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 note
                           3 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.

                  (7)      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
                           3 and 4 above.  These  shares  are  convertible  into
                           5,502 shares of Class A Common Stock and 5,502 shares
                           of Class B Common Stock.

                  (8)      Dr.  Call has sole voting and  investment  power over
                           200 shares of Class A Common  Stock and 200 shares of
                           Class B Common  Stock he owns.  He has shared  voting
                           and  investment  power  over  400  shares  of Class A
                           Common  Stock and 400 shares of Class B Common  Stock
                           owned jointly with his spouse.

                  (9)      The shares in the table  include (i) 11,276 shares of
                           Class A Common  Stock held by Ms.  Stuart's  husband;
                           (ii) 2,594 shares owned by her sister's son, of which
                           Ms. Stuart is the trustee; (iii) 6,117 shares held by
                           the PAYSOP,  of which Ms.  Stuart is a trustee;  (iv)
                           78,188  shares held by the Pension Plan, of which Ms.
                           Stuart is a trustee;  and (v) 32,102  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 by the PAYSOP, the Pension
                           Plan  and  the   Foundation   and  sole   voting  and
                           investment  power with respect to the shares owned by
                           her sister's son. She disclaims  beneficial ownership
                           of the shares held by her husband.

                  (10)     The shares in the table  include (i) 12,668 shares of
                           Class B Common  Stock held by Ms.  Stuart's  husband;
                           (ii) 6,392  shares  owned by her  sister's  sons,  of
                           which Ms.  Stuart is the trustee;  (iii) 6,117 shares
                           held by the PAYSOP, of which Ms. Stuart is a trustee;
                           (iv) 78,188 shares held by the Pension Plan, of which
                           Ms.  Stuart is a trustee;  and (v) 31,102 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 by the  PAYSOP,  the
                           Pension Plan and the  Foundation  and sole voting and
                           investment  power with respect to the shares owned by
                           her sister's sons. She disclaims beneficial ownership
                           of the shares held by her husband.

                  (11)     The shares in the table  include (i) 46,826 shares of
                           Class A Common Stock held by Mr. Wolcott's wife; (ii)
                           6,117 shares held by the PAYSOP, of which Mr. Wolcott
                           is a trustee; (iii) 78,188 shares held by the Pension
                           Plan,  of which Mr.  Wolcott is a  trustee;  and (iv)
                           32,102  shares held by the  Foundation,  of which Mr.
                           Wolcott is a  director.  The shares  reported  in the
                           table do not include  (i)  278,540  shares of Class A
                           Common Stock held directly by Mr. and Mrs.  Wolcott's
                           offspring  and  their  families  (including  Susan W.
                           Stuart)  or (ii)  10,534  shares  held by 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 PAYSOP, 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.

                  (12)     The shares in the table  include (i) 34,338 shares of
                           Class B Common Stock held by Mr. Wolcott's wife; (ii)
                           6,117 shares held by the PAYSOP, of which Mr. Wolcott
                           is a trustee; (iii) 78,188 shares held by the Pension
                           Plan,  of which Mr.  Wolcott is a  trustee;  and (iv)
                           31,102  shares held by the  Foundation,  of which Mr.
                           Wolcott is a director. The shares in the table do not
                           include  (i) 316,516  shares of Class B Common  Stock
                           held directly by Mr. and Mrs. Wolcott's offspring and
                           their  families  (including  Susan W. Stuart) or (ii)
                           3,916 shares held by 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 PAYSOP,  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.

                  (13)     Includes  30,444  shares of 6%  Preferred  Stock held
                           under  a  shareholder  voting  agreement  giving  Mr.
                           Wolcott  sole  voting  power of the  shares,  but not
                           investment  power  or  beneficial  ownership  of  the
                           shares.   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.

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

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

                  (16)     Includes 3,666,667 shares owned by the New Investors
                           as to which Mr. Boas disclaims beneficial ownership.

                  (17)     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.

                  (18)     See notes 3, 8, 9, 11, 16 and 17 above.

                  (19)     See notes 4, 8, 10 and 12 above.

                  (20)     See notes 5 and 13 above.

                  (21)     See notes 6 and 14 above.

                  (22)     See notes 7 and 15 above.
Principal  Owners of Voting Stock.  The  following  table sets
forth, as of July 1, 1998, 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  Commission  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 are
currently  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 as held
"After Offering"  assumes (i) the issuance to the New Investors of 3.667 million
shares of New Preferred  Stock and the conversion of those shares into shares of
Class A Common  Stock;  (ii) the exercise by the Related Marks  Shareholders  of
their Rights and the conversion of shares pursuant  thereto into shares of Class
A Common Stock; and (iii) that no other shareholders exercise their Rights.
6% Preferred Stock
Amount of Shares and Nature of Beneficial Ownership
Name and Address                         Sole Voting          Shared Voting and        Total        Percent of Total
                                                                                       -----        ----------------
of Beneficial Owner                 and Investment Power      Investment Power
-------------------                 --------------------      ----------------
Arthur S. Wolcott (1)                             32,844              30,444 (2)         63,288               31.6%
L. Jerome Wolcott, Sr. Trust                         ---              30,444 (3)         30,444               15.2
Southbury, Connecticut
Kurt C. Kayser                                   27,536 (4)              ---             27,536               13.8
Sarasota, Florida
Susan W. Stuart                                  25,296 (5)              ---             25,296               12.6
Fairfield, Connecticut
Bruce S. Wolcott                                 25,296 (5)              ---             25,296               12.6
Canandaigua, New York
Grace W. Wadell                                  25,292 (5)              ---             25,292               12.6
Bala Cynwyd, Pennsylvania
Mark S. Wolcott                                  25,292 (5)              ---             25,292               12.6

                           10% Series A Preferred Stock

                                                  Amount of Shares and Nature of Beneficial Ownership
Name and Address                         Sole Voting          Shared Voting and        Total       Percent of Total
                                                                                       -----       ----------------
of Beneficial Owner                 and Investment Power      Investment Power
-------------------                 --------------------      ----------------
Arthur S. Wolcott                               212,840 (6)           ---             212,840                52.3%
Kraig H. Kayser (7)                              32,168           141,644 (8)         173,812                42.7
Hannelore Wolcott                                20,588               ---              20,588                 5.1
Penn Yan, New York

                           10% Series B Preferred Stock

                                                 Amount of Shares and Nature of Beneficial Ownership
Name and Address                       Sole Voting           Shared Voting and         Total        Percent of Total
                                                                                       -----        ----------------
of Beneficial Owner                and Investment Power       Investment Power
-------------------                --------------------       ----------------
Arthur S. Wolcott                              212,200 (9)           ---              212,200                53.0%
Kraig H. Kayser                                    ---           165,080 (10)         165,080                41.3
Hannelore Wolcott                               22,720               ---               22,720                 5.7
Class B Common Stock

                                                 Amount of Shares and Nature of Beneficial Ownership
Name and Address                       Sole Voting           Shared Voting and          Total        Percent of Total
                                                                                        -----        ----------------
of Beneficial Owner                and Investment Power       Investment Power
-------------------                --------------------       ----------------
Edwin S. Marks (11) (12)                           145,000          335,088             480,088              17.2%
Kraig H. Kayser                                     53,628          224,701  (13)       278,329              10.0
Arthur S. Wolcott                                  114,889          149,745  (14)       264,634               9.5
CMCO, Inc. (15)                                    232,568              ---             232,568               8.3
Susan W. Stuart                                     57,266          134,467  (16)       191,733               6.9
Hansen Fruit & Cold Storage                        170,500              ---             170,500               6.1
Co., Inc. (17)
Class A Common Stock
Amount of Shares and Nature of Beneficial Ownership
Name and Address                       Sole Voting             Shared Voting and               Total             Percent of Total
                                                                                               -----             ----------------
of Beneficial Owner                and Investment Power         Investment Power
                                   Prior to       After       Prior to       After     Prior to      After     Prior to     After
                                   Offering     Offering      Offering      Offering   Offering    Offering    Offering   Offering
-------------------                --------     --------      --------      --------   --------    --------    --------   --------
Edwin S. Marks (11)(18)                145,000     290,000         343,088    682,176     488,088     972,176      15.5%      13.30%
Great Neck, New York
The Pillsbury Company                      ---         ---         346,570    346,570     346,570     346,570      11.0        4.75
Grant Metropolitan PLC
Minneapolis, Minnesota (19)
Kraig H. Kayser (20)                    51,928      51,928         218,001    218,001     269,929     269,929       8.6        3.70
Arthur S. Wolcott (21)                  89,316      89,316         163,233    163,233     252,549     252,549       8.0        3.46
CMCO, Inc. (15)                        232,568     465,136             ---        ---     232,568     465,136       7.4        6.38
New York, New York
Susan W. Stuart (22)                    55,874      55,874         130,277    130,217     186,151     186,151       5.9        2.55
Hansen Fruit & Cold Storage            170,500     170,500             ---        ---     170,500     170,500       5.4        2.34
Co., Inc. (17)
Yakima, Washington
Carl Marks Strategic                       ---   2,750,000            ---        ---         ---    2,750,000       ---       37.70
 Investments, L.P.
New York, New York
Carl Marks Strategic                       ---     825,000             ---        ---         ---     825,000       ---       11.31
 Investments II, L.P.
New York, New York
Uranus Fund, Ltd.                          ---      91,667             ---        ---         ---      91,667       ---        1.26
New York, New York
(1)   Business address:  Suite 1010, 1605 Main Street, Sarasota, Florida 34236.

   (2)   See note 13 to the table under the heading "--Ownership by Management"
         and note 3 below.

   (3)   The L. Jerome  Wolcott,  Sr.  Trust does not have voting  power but has
         other attributes of beneficial  ownership with respect to these shares,
         which  are also  included  in Arthur S.  Wolcott's  shares  (see note 2
         above).

   (4)   These shares are included in the shares described in note 5 to the 
         table under the heading "--Ownership by Management."

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

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

   (7)   Business address: 1162 Pittsford-Victor Road, Pittsford, New York 14534.

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

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

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

   (11)  Based on a statement  on Schedule  13D filed by Edwin S. Marks with the
         Commission  (as most recently  amended in July 1998).  See also note 16
         below.

   (12)  Edwin S. Marks  shares  voting and  dispositive  power with  respect to
         102,520  of  these  shares  with  his  wife.  He  disclaims  beneficial
         ownership  of his  wife's  shares.  The  balance  of the shares in this
         column are owned by CMCO, Inc. See notes 11 and 12 above.

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

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

   (15)  Based on a  statement  on  Schedule  13D filed by CMCO,  Inc.  with the
         Commission  (as most recently  amended in July 1998).  CMCO,  Inc. is a
         private  holding company of which Edwin S. Marks is the President and a
         shareholder. See also note 11 above and note 19 below.

   (16)  See note 10 to the table under the heading "--Ownership by Management."

   (17)  Based on a  statement  on  Schedule  13D filed with the  Commission  by
         Hansen  Fruit & Cold  Storage Co.,  Inc.  ("Hansen  Fruit") in November
         1988.  According to the Schedule 13D, Gary Hansen,  the President and a
         director of Hansen Fruit,  has sole voting and  dispositive  power over
         the indicated shares.

   (18)  Edwin S. Marks  shares  voting and  dispositive  power with  respect to
         110,520 of these shares with his wife and his  daughters.  He disclaims
         beneficial ownership of these shares. The balance of the shares in this
         column are owned by CMCO, Inc. See note 16 below.

   (19)  Based on a statement on Schedule 13D filed by Pillsbury and Grand 
         Metropolitan with the Commission in March 1996.

   (20)  See note 3 to the table under the heading "--Ownership by Management."

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

   (22)  See note 9 to the table under the heading "--Ownership by Management."
- 65 -
LEGAL MATTERS

     Jaeckle Fleischmann & Mugel, LLP, Buffalo,  New York will pass upon certain
legal matters for the Company with respect to the shares offered hereby.

                                     EXPERTS

     The  consolidated   financial   statements  and  the  related  consolidated
financial  statement  schedule  included in this Prospectus as of March 31, 1998
and 1997 and for each of the three years in the period  March 31, 1998 have been
audited  by  Deloitte & Touche  LLP,  independent  auditors,  as stated in their
reports,  which are included herein,  and have been so included in reliance upon
the reports of such firm given upon their authority as experts in accounting and
auditing.
INDEX TO FINANCIAL STATEMENTS

                                                                         Page
                                                                         ----

Independent Auditors' Report..............................................F-2

Consolidated Statements of Net Earnings for the years ended March 31,
     1998, 1997 and 1996..................................................F-3

Consolidated Balance Sheets as of March 31, 1998 and 1997.................F-4

Consolidated Statements of Cash Flows for the years ended March 31, 1998,
     1997 and 1996........................................................F-5

Consolidated Statements of Stockholders' Equity for the years ended
     March 31, 1998, 1997 and 1996 .......................................F-6

Notes to Consolidated Financial Statements................................F-7

                                       F-1
Independent Auditors' Report

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

We have audited the  accompanying  consolidated  balance  sheets of Seneca Foods
Corporation  and  subsidiaries  as of March 31,  1998 and 1997,  and the related
consolidated  statements of net earnings,  stockholders'  equity, and cash flows
for each of the three years in the period ended March 31, 1998.  These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  such consolidated  financial  statements present fairly, in all
material  respects,  the  financial  position of Seneca  Foods  Corporation  and
subsidiaries as of March 31, 1998 and 1997, and the results of their  operations
and their cash flows for each of the three  years in the period  ended March 31,
1998 in conformity with generally accepted accounting principles.

Deloitte & Touche LLP
Rochester, New York
May 22, 1998 (June 16, 1998 as to Note 4)

                                       F-2
Consolidated Statements of Net Earnings

Seneca Foods Corporation and Subsidiaries
(In thousands of dollars, except share amounts)
Years ended March 31,                                                             1998             1997              1996

--------------------------------------------------------------------------------------------------------------------------
Revenue:
   Net sales                                                                 $ 703,220        $ 730,135         $ 507,988
   Other income                                                                     --            8,308             4,271
                                                                               -------          -------           -------

                                                                               703,220          738,443           512,259

Costs and expenses:
   Cost of product sold                                                        649,841          669,261           452,584
   Selling, general, and administrative expense                                 35,056           28,609            31,640
   Interest expense, net of interest income of $109, $185, and
     $180, respectively                                                         26,780           28,827            28,157
   Non-recurring charge                                                             --               --            15,078
                                                                               -------          -------           -------

                                                                               711,677          726,697           527,459

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

Earnings (loss) before income taxes                                             (8,457)          11,746           (15,200)
Income taxes                                                                    (3,313)           4,215            (5,053)
                                                                              ----------------------------------------------

   Net earnings (loss)                                                       $  (5,144)       $   7,531         $ (10,147)
==========================================================================================================================

Basic earnings (loss) per common share                                       $    (.87)       $    1.27         $  (1.81)
==========================================================================================================================

Diluted earnings (loss) per common share                                     $    (.87)       $    1.25         $   (1.81)
==========================================================================================================================
See notes to consolidated financial statements.
F-3
Consolidated Balance Sheets

Seneca Foods Corporation and Subsidiaries
(In thousands)
March 31,                                                                                              1998               1997

------------------------------------------------------------------------------------------------------------------------------------
Assets:
Current Assets:
   Cash and short-term investments                                                               $   4,077             $   1,584
   Accounts receivable, less allowance for doubtful accounts
     of $207 and $200, respectively                                                                 48,647                36,477
   Inventories:
     Finished products                                                                             118,067                90,414
     In process                                                                                     25,440                25,357
     Raw materials and supplies                                                                     50,537                42,426
   Refundable income taxes                                                                           1,576                    --
   Deferred tax asset                                                                                3,870                 6,156
   Prepaid expenses                                                                                  1,680                 4,432
                                                                                        -----------------------------------------
       Total Current Assets                                                                        253,894               206,846

---------------------------------------------------------------------------------------------------------------------------------
Other Assets                                                                                         2,624                 1,738
---------------------------------------------------------------------------------------------------------------------------------
Property, Plant, and Equipment:
   Land                                                                                              6,117                 5,449
   Building                                                                                         99,708                88,959
   Equipment                                                                                       287,899               261,444

                                                                                        -----------------------------------------
                                                                                                   393,724               355,852

Less accumulated depreciation and amortization                                                     175,316               148,413

                                                                                        -----------------------------------------
       Net Property, Plant, and Equipment                                                          218,408               207,439

---------------------------------------------------------------------------------------------------------------------------------
         Total Assets                                                                            $ 474,926             $ 416,023
=================================================================================================================================

Liabilities and Stockholders' Equity
Current Liabilities:
   Notes payable                                                                                 $  62,270             $  18,000
   Accounts payable                                                                                 46,540                24,435
   Accrued expenses                                                                                 21,210                21,996
   Current portion of long-term debt and capital lease obligations                                  11,575                 9,465
   Income taxes                                                                                         --                   599
                                                                                          --------------------------------------
     Total Current Liabilities                                                                     141,595                74,495
Long-Term Debt                                                                                     219,023               214,848
Capital Lease Obligations                                                                            8,835                 9,280
Deferred Gain and Other Liabilities                                                                  8,750                 7,867
Deferred Income Taxes                                                                                7,598                15,797
Commitments (Note 5)                                                                                   --                     --
                                                                                       -----------------------------------------
       Total Liabilities                                                                           385,801               322,287
---------------------------------------------------------------------------------------------------------------------------------
Stockholders' Equity:
   Preferred stock                                                                                      70                    70
   Common stock                                                                                      2,666                 2,666
                                                                                        -----------------------------------------
     Total Capital Stock                                                                             2,736                 2,736
   Additional paid-in capital                                                                        5,913                 5,913
   Net unrealized gain on available-for-sale securities                                              1,026                   435
   Retained earnings                                                                                79,450                84,652
                                                                                       -----------------------------------------
       Total Stockholders' Equity                                                                   89,125                93,736

---------------------------------------------------------------------------------------------------------------------------------
         Total Liabilities and Stockholders' Equity                                              $ 474,926             $ 416,023
=================================================================================================================================
See notes to consolidated financial statements.
F-4
Consolidated Statements of Cash Flows

Seneca Foods Corporation and Subsidiaries
(In thousands)
Years ended March 31,                                                                    1998              1997               1996
-----------------------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
   Net earnings (loss)                                                              $  (5,144)        $   7,531         $  (10,147)
   Adjustments to reconcile net earnings (loss) to
     net cash provided (used) by operations:
       Depreciation and amortization                                                   28,849            26,338             23,563
       Deferred income taxes                                                           (6,231)           (1,868)            (2,215)
       Gain on the sale of assets                                                          --            (8,308)            (4,271)
       Changes in operating assets and liabilities:
         Accounts receivable                                                           (8,083)           14,641            (18,517)
         Inventories                                                                   (7,154)           71,562            (91,646)
         Prepaid expenses                                                               2,907            (3,391)              (240)
         Accounts payable, accrued expenses and other liabilities                      18,679           (23,327)            21,376
         Income taxes                                                                  (2,175)            6,653             (3,985)
                                                                                      --------           ------            --------
       Net cash provided by (used in) operations                                       21,648            89,831            (86,082)
------------------------------------------------------------------------------------------------------------------------------------

Cash flows from investing activities:
   Acquisitions                                                                       (53,672)               --                 --
   Additions to property, plant, and equipment                                        (15,693)          (11,650)           (67,897)
   Disposals of property, plant, and equipment                                            135               699                876
   Proceeds from sale of common stock of Moog Inc.                                         --            12,863                 --
   Proceeds from the sale of assets                                                        --             4,643              8,904
                                                                                      -------            ------             ------
       Net cash provided by (used in) investing activities                            (69,230)            6,555            (58,117)
-----------------------------------------------------------------------------------------------------------------------------------

Cash flows from financing activities:
   Net (payments) borrowings on notes payable                                          44,270           (95,000)           113,000
   Proceeds from issuance of long-term debt and
     sale and leaseback                                                                15,106             1,343              9,258
   Payments of long-term debt and capital lease obligations                            (9,266)           (2,572)            (3,068)
   Dividends paid                                                                         (58)               --                (12)
   Other assets                                                                            23               130               (220)
                                                                                       ------            ------            --------
       Net cash provided by (used in) financing activities                             50,075           (96,099)           118,958
-----------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in cash and short-term investments                              2,493               287            (25,241)
Cash and short-term investments, beginning of year                                      1,584             1,297             26,538
                                                                                        -----             -----             ------
Cash and short-term investments, end of year                                        $   4,077         $   1,584         $    1,297
====================================================================================================================================

Supplemental  disclosures of cash flow information:
  Cash paid (received) during the year for:
     Interest                                                                       $  28,042         $  28,751         $   26,480
     Income taxes                                                                       5,092              (570)             1,147
Supplemental information of noncash investing and financing activities:

         In 1997 an  additional  $7,558  was  added to the  secured  nonrecourse
     subordinated note in conjunction with the acquisition of additional assets.
     In 1996 the Company  reached an agreement  with Pillsbury to convert $6,000
     of its subordinated note into the Company's Class A Common Stock.

===============================================================================================================================
See notes to consolidated financial statements.
F-5
Consolidated Statements of Stockholders' Equity

Seneca Foods Corporation and Subsidiaries
(In thousands, except share amounts)
Preferred Stock
                        --------------------------------
                                      6%      Class A 10%
                         Cumulative Par    Cumulative Par                                                 Net Unrealized
                             Value $.25       Value $.025          Class A           Class B  Additional  Gain (Loss) on
                        Callable at Par       Convertible     Common Stock      Common Stock     Paid-In  Available-For-   Retained
                                 Voting            Voting   Par Value $.25    Par Value $.25     Capital  Sale Securities  Earnings

-----------------------------------------------------------------------------------------------------------------------------------
Shares authorized               200,000         1,400,000       10,000,000        10,000,000

===========================================================================================
Shares issued and outstanding:

    March 31, 1996              200,000           807,240        3,143,125        2,796,555
============================================================================================
    March 31, 1997              200,000           807,240        3,143,125        2,796,555
============================================================================================
    March 31, 1998              200,000           807,240        3,143,125        2,796,555
============================================================================================

Balance March 31, 1995              $50             $  20            $  --          $  1,880      $     --      $   892    $ 87,979

   Net loss                          --                --               --                --            --           --     (10,147)
   Cash dividends paid
     on preferred stock              --                --               --                --            --           --         (12)
   Debt to equity conversion         --                --               87                --         5,913           --          --
   Stock split in the form of
   a dividend                        --                --              699                --            --           --        (699)
   Net unrealized gain change        --                --               --                --            --        4,277          --
------------------------------------------------------------------------------------------------------------------------------------

Balance March 31, 1996               50                20              786             1,880         5,913        5,169      77,121
   Net earnings                      --                --               --                --            --           --       7,531
   Net unrealized gain change        --                --               --                --            --       (4,734)         --
-----------------------------------------------------------------------------------------------------------------------------------

Balance March 31, 1997               50                20              786             1,880         5,913          435      84,652
   Net loss                          --                --               --                --            --           --      (5,144)
   Cash dividends paid
    on  preferred stock              --                --               --                --            --           --         (58)
   Net unrealized gain change        --                --               --                --            --          591          --
-----------------------------------------------------------------------------------------------------------------------------------

Balance March 31, 1998              $50             $  20            $ 786          $  1,880        $5,913       $1,026    $ 79,450
===================================================================================================================================
See notes to consolidated financial statements.
F-6
Notes to Consolidated Financial Statements

Seneca Foods Corporation and Subsidiaries

1.  Summary of Significant Accounting Policies

Nature of Operations - The Company conducts its business almost entirely in food
processing,  operating 31 plants and  warehouses  in eight  states.  The Company
markets  branded and  private  label  processed  foods to retail  customers  and
institutional food distributors.

Principles of Consolidation - The consolidated  financial statements include the
accounts for the parent Company and all of its wholly-owned  subsidiaries  after
elimination of intercompany transactions, profits, and balances.

Revenue  Recognition  - Sales and related  cost of product  sold are  recognized
primarily upon shipment of products. When customers, under the terms of specific
orders,  request  that the Company  invoice  goods and hold the goods for future
shipment,  the Company recognizes revenue when legal title to the finished goods
inventory passes to the purchaser. Generally, the Company receives cash from the
purchaser when legal title passes.

Concentration of Credit Risk - Financial  instruments  that potentially  subject
the Company to credit risk  consist of trade  receivables  and  interest-bearing
investments.  With the exception of the relationship  with Pillsbury,  wholesale
and  retail  food  distributors  comprise  a  significant  portion  of the trade
receivables;   collateral  is  not  required.   The  risk  associated  with  the
concentration  is limited due to the large number of  wholesalers  and retailers
and their  geographic  dispersion.  The  Company  places  substantially  all its
interest-bearing  investments  with financial  institutions  and monitors credit
exposure.

Cash and  Short-Term  Investments  - The  Company  considers  all highly  liquid
instruments  purchased  with a maturity  of three  months or less as  short-term
investments.

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

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

Earnings per Common Share - Basic earnings per share are calculated on the basis
of Statement of Financial  Accounting  Standards ("SFAS") No. 128, "Earnings per
Share," which the Company  adopted in the fourth  quarter of 1998.  Earnings per
common  share  amounts of all prior  years have been  restated.  The  additional
shares and dividends were not considered in the diluted  calculation below since
diluting a loss is not allowed under SFAS No. 128.

                                       F-7
Notes to Consolidated Financial Statements (continued)

A  reconciliation  of basic  earnings per share with diluted  earnings per share
follows:
Years ended March 31                                                       1998                   1997                    1996
------------------------------------------------------------------------------------------------------------------------------------
                                                                                (In thousands, except per share amounts)
Basic
-----
Net earnings (loss)                                                        $  (5,144)              $   7,531             $ (10,147)
Deduct preferred stock dividends paid                                             58                      --                    12
                                                                            --------                 -------               -------
Basic net earnings (loss)                                                  $  (5,202)              $   7,531             $ (10,159)
====================================================================================================================================

Weighted average common shares outstanding                                     5,940                  5,940                  5,622
====================================================================================================================================

Basic earnings (loss) per share                                            $    (.87)           $      1.27             $    (1.81)
====================================================================================================================================

Diluted
-------
Basic net earnings (loss)                                                 $   (5,202)            $   7,531               $ (10,159)
Add dividends on convertible preferred stock                                      --                     --                      --
                                                                               -----                  -----                   -----
Net earnings applicable to common stock on                                $   (5,202)            $   7,531               $ (10,159)
  a diluted basis
====================================================================================================================================
Shares used in calculating basic earnings
  per share above                                                              5,940                  5,940                   5,622
Additional shares to be issued under full
  conversion of preferred stock                                                   --                     68                      --
                                                                               -----                  ------                  -----

Total shares for diluted                                                       5,940                  6,008                   5,622
====================================================================================================================================

Diluted earings (loss) per share                                          $      (.87)           $      1.27             $    (1.81)
====================================================================================================================================
Depreciation - Property,  plant, and equipment is stated at cost or, in the case
of capital  leases,  the present value of future lease  payments.  For financial
reporting,  the Company provides for depreciation and capital lease amortization
on the  straight-line  method at rates based upon the estimated  useful lives of
the various assets.  Impairment losses are recognized when the carrying value of
an asset  exceeds its fair  value.  The Company  regularly  assesses  all of its
long-lived  assets for impairment and determined that no impairment loss need be
recognized in 1998 and 1997.

Use of Estimates in the Preparation of Financial Statements - The preparation of
financial statements in conformity with generally accepted accounting principles
requires  management to make estimates and assumptions  that affect the reported
amount of assets and  liabilities  and the  disclosure of contingent  assets and
liabilities  at the date of the  financial  statements,  as well as the  related
revenues and expenses during the reporting  period.  Actual amounts could differ
from those estimated.

New Accounting Pronouncements:  In June 1997, the Financial Accounting Standards
Board issued SFAS No. 130,  "Reporting  Comprehensive  Income" and SFAS No. 131,
"Disclosures  about  Segments  of an  Enterprise  and Related  Information."  In
February 1998, SFAS No. 132,  "Employers'  Disclosures  about Pensions and Other
Postretirement  Benefits"  was issued.  SFAS No. 130  establishes  standards for
reporting and display of comprehensive  income and its components.  SFAS No. 131
establishes  standards for reporting  information  about operating  segments and
related  disclosures  about  products and services,  geographic  areas and major
customers.  SFAS No. 132 revises current disclosure  requirements for employers'
pensions and other  retiree  benefits.  These  standards  are  effective for the
Company during 1999. These standards  expand or modify current  disclosures and,
accordingly,  will have no impact on the Company's reported financial  position,
results of  operations  and cash flows.  The Company is assessing  the impact of
these standards.

Reclassifications  - Certain previously  reported amounts have been reclassified
to conform to the current period classification.
F-8

Notes to Consolidated Financial Statements (continued)

2.  Common Stock of Moog Inc.

Other assets  includes the  Company's  investment in the Class B Common Stock of
Moog Inc., which is carried at fair value. There was a realized gain on the sale
of Class A Common Stock of Moog Inc. of $7,501,000  before income taxes in 1997.
There were no realized  gains or losses in 1998 and 1996,  and gross  unrealized
holding gains were $1,604,000,  $695,000 and $7,832,000, at March 31, 1998, 1997
and 1996, respectively.

3.  Lines of Credit

The Company obtains required short-term funds through bank borrowings.  At March
31, 1998,  the Company had $3,835,963  outstanding  for letters of credit and an
unsecured revolving line of credit totaling $130,000,000.  The line is renewable
in 1999 and provides for loans of varying  maturities  at rate options  based on
Prime,  Eurodollar,  or Money Market.  This  unsecured  revolving line of credit
provides for various financial covenants. The Company was not in compliance with
certain of these financial  covenants at March 31, 1998 and is in the process of
obtaining waivers from the lending institutions.

As of March 31, 1998 and 1997, the amounts  borrowed under the revolving line of
credit were  $62,270,000 and  $18,000,000,  respectively.  The weighted  average
interest rate on the amounts borrowed during these periods were 7.88% and 7.94%,
respectively.

4.  Long-Term Debt
1998                1997
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                (In thousands)
Note payable to insurance company, 10.78%, due through 2005                                           $   69,000          $   75,000
Secured nonrecourse subordinated promissory note, 8.00%, due through 2009                                 71,583              74,583
Note payable to insurance company, 10.81%, due through 2009                                               50,000              50,000
Note payable to insurance company, 9.17%, due through 2004                                                10,000                  --
Note payable to bank, 9.17%, due through 2004                                                              5,000                  --
Industrial Revenue Develoment Bonds, variable rate, due through 2028                                      22,630              22,630
Other                                                                                                      1,944               1,738
                                                                                                        --------            --------
                                                                                                         230,147             223,951
Less current portion                                                                                      11,134               9,103
                                                                                                        --------             -------
                                                                                                      $  219,023          $  214,848
                                                                                                    ================================
Certain  debt  agreements  provide  various  financial   covenants  including  a
provision  that the  Company may pay  dividends  on any class of stock only from
consolidated  net earnings  available for  distribution.  There were no earnings
available  for  distribution  as of  March  31,  1998.  The  Company  was not in
compliance  with certain of these financial  covenants  relating to a portion of
its  Long-Term  Debt at March 31, 1998. On June 16, 1998,  the Company  obtained
unconditional  waivers from the lending institutions.  In addition,  the lending
institutions have amended, or in one instance agreed to amend, certain financial
covenants for 1999 based on the Company's projections,  which, if achieved, will
permit the Company to be in compliance.

The Company has four  Industrial  Revenue Bonds ("IRB's")  totaling  $22,630,000
which are backed by direct pay letters of credit.

                                       F-9
Notes to Consolidated Financial Statements (continued)

Debt repayment requirements for the next five fiscal years are:

                                 (In thousands)
                              1999     $11,134
                              2000      15,773
                              2001      18,781
                              2002      20,750
                              2003      23,746

5.  Leases

The Company leases a portion of its equipment and buildings.  Capitalized leases
consist  primarily of industrial  development  agency financing  instruments and
limited obligation special revenue bonds which bear interest rates from 3.55% to
6.75%. Other leases include non-cancelable  operating leases expiring at various
dates through 2007.

During 1996, the Company entered into a sale and leaseback  transaction  whereby
three of its  wastewater  facilities in New York State were sold for  $9,258,000
and leased back under a 20-year lease  agreement.  This  transaction  produced a
gain of $4,178,000  which was deferred and is being  amortized  over the 20-year
lease period.

Leased assets under capital leases consist of the following:
(In thousands)
                                        1998                             1997
-----------------------------------------------------------------------------
Land                                $    160                         $    160
Buildings                              1,792                            1,792
Equipment                             10,359                           10,385
                         ----------------------------------------------------
                                      12,311                           12,337
Less accumulated amortization          4,510                            3,519
                         ----------------------------------------------------
                                    $  7,801                          $ 8,818
=============================================================================

The  following is a schedule by year of minimum  payments due under leases as of
March 31, 1998:

                                      Operating                       Capital
-----------------------------------------------------------------------------
                                                    (In thousands)
Year ending March 31:
         1999                            $4,490                     $     841
         2000                             3,466                           843
         2001                             2,901                           843
         2002                             1,863                           842
         2003                             1,406                           844
         2004-2014                        3,017                         8,803
                                       --------                       -------
         Total minimum payment required $17,143                       $13,016
===============================================

Less interest                                                           3,740
Present value of minimum lease payments                                 9,276
Amount due within one year                                                441
                                                                      -------
Long-term capital lease obligations                                     8,835
=============================================================================

Aggregate rental expense in 1998,  1997, and 1996 was  $10,057,000,  $7,881,000,
and $7,076,000, respectively.

                                      F-10
Notes to Consolidated Financial Statements (continued)

6.  Income Taxes

The Company files a consolidated income tax return.  The provision for income
taxes includes the following:
1998                       1997                      1996
                                                    ---------------------------------------------------------------------
                                                                                   (In thousands)
Current:
                  Federal                                 $  (485)                     $3,438                $   (3,282)
                  State                                       170                         116                       762
                                                            ------                    -------                   -------
                                                             (315)                      3,554                    (2,520)
Deferred:
                  Federal                                  (2,509)                        465                    (1,961)
                  State                                      (489)                        196                       572
                                                          --------                    -------                   -------
                                                           (2,998)                        661                    (2,533)
                                                          --------                    -------                   -------
Total Income taxes                                       $ (3,313)                    $ 4,215                 $  (5,053)
                                                         =========                    =======                 =========
At March 31, 1998, the Company has Alternative Minimum Tax Credits in the amount
of  $5,658,000 to offset  future  years'  regular tax expense,  and Research and
Development  Credits  carryforwards  in the  amount  of  $298,000,  expiring  as
follows:

           Year                            Credit
           ----                            ------
           2007                            $125,000
           2008                              36,000
           2009                              50,000
           2010                              51,000
           2011                              51,000
           2012                               5,000
                                           --------
                                           $298,000
                                           ========

The  Company  has a Federal  regular  tax net  operating  loss  carryforward  of
$6,939,000, expiring March 31, 2013, which is available to offset future taxable
income.  State net operating loss  carryforwards of  approximately  $21,000,000,
expiring March 31, 1999,  through March 31, 2013, are available to offset future
state tax expense.

During 1998, the Internal Revenue Service  completed an audit of 1994, 1995, and
1996. Audit adjustments related primarily to changes in the timing of deductions
for income tax purposes. There was no material impact on the Company's statement
of net earnings for 1998.

A  reconciliation  of the expected U.S.  statutory  rate to the  effective  rate
follows:
1998             1997              1996
-------------------------------------------------------------------------------------------------------------------------
Computed (expected tax rate)                                                    (34.0)%           34.0%            (34.0)%
State income taxes (net of federal tax benefit)                                  (5.0)             1.5               0.8
Other                                                                            (0.2)             0.4                --
------------------------------------------------------------------------------------------------------------------------
Effective tax rate                                                              (39.2)%           35.9%            (33.2)%
========================================================================================================================
F-11
Notes to Consolidated Financial Statements (continued)

The  following  is a summary  of the  significant  components  of the  Company's
deferred tax assets and liabilities as of March 31, 1998 and 1997:

                                                1998                    1997
----------------------------------------------------------------------------
                                                      (In thousands)
Deferred tax liabilities:
         Basis and depreciation difference  $ 20,035               $ 15,916
         Inventory valuation                   2,172                  2,590
         Moog investment                         577                    260
         State taxes                              --                     --
                                             -------                -------
                                              22,784                 19,825
                                          ---------------------------------
Deferred tax assets:
         Inventory valuation                   2,818                  2,974
         Future tax credits                    6,035                  2,357
         Net operating loss carry-forwards     3,711                     --
         Employee benefits                     1,775                  1,229
         Pension                               1,805                  1,231
         Insurance                             1,370                    703
         Deferred gain on sale/leaseback       1,382                  1,437
         Other                                   160                    253
                                             -------                -------
                                              19,056                 10,184
                                          ---------------------------------
            Net deferred tax liability     $   3,728              $   9,641
===========================================================================

Net  current  deferred  tax  assets  of  $3,870,000  as of  March  31,  1998 and
$6,156,000  as of March 31,  1997 are  recognized  in the  Consolidated  Balance
Sheets.  Also  recognized  are  net  non-current  deferred  tax  liabilities  of
$7,598,000 and $15,797,000 at March 31, 1998 and 1997, respectively.

7.  Stockholders' Equity

Preferred Stock - The outstanding 10% cumulative,  convertible, voting preferred
stock consists of 407,240 Series A shares, convertible at the rate of one common
share of Class A and Class B for every  twenty  preferred  shares,  and  400,000
Series B shares,  which carry a one for thirty conversion rate. The Series A and
B shares have a $.25  stated  value and a $.025 par value.  There are  2,600,000
shares  authorized  of Class A $.025 par value  stock  which  are  unissued  and
undesignated. In addition there are 30,000 shares of no par stock which are also
unissued and undesignated.

Common  Stock -  During  1996  an  amendment  to the  Company's  Certificate  of
Incorporation,  which effected a  recapitalization  of the Company by creating a
second class of common stock (which was  distributed to all common  shareholders
as a stock split in the form of a dividend),  was adopted. This recapitalization
amendment (i)  reclassified  the existing  Common Stock as Class B Common Stock,
(ii)  authorized a new class of 10,000,000  shares  designated as Class A Common
Stock and (iii)  established  the express  terms of the Class A Common Stock and
the Class B Common Stock.  The Class A Common Stock and the Class B Common Stock
have   substantially   identical   rights  with  respect  to  any  dividends  or
distributions  of cash or property  declared on shares of common  stock and rank
equally as to the right to receive proceeds on liquidation or dissolution of the
Company after payment of the Company's indebtedness and liquidation right to the
holders of preferred shares.  However,  holders of Class B Common Stock retain a
full vote per share  whereas  the  holders of Class A Common  Stock have  voting
rights of 1/20th of one vote per share on all  matters as to which  shareholders
of the Company are entitled to vote.

                                      F-12
Notes to Consolidated Financial Statements (continued)

In 1996, the Company  reached an agreement with Pillsbury to convert  $6,000,000
of its  subordinated  note into 346,570  shares of the Company's  Class A Common
Stock.

Unissued  shares of common stock reserved for conversion  privileges were 33,695
of Class A and Class B at March 31, 1998 and 1997.

8.  Retirement Plan

The Company has a  noncontributory  defined  benefit  pension plan  covering all
employees  who meet  certain age entry  requirements  and work a stated  minimum
number of hours per year.  Annual  contributions are made to the Plan sufficient
to satisfy legal funding requirements.

Pension expense includes the following:
1998                   1997               1996
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                    (In thousands)
Service cost for benefits earned during the period                             $  1,741               $  1,565          $  1,336
Interest cost on projected benefit obligation                                     1,573                  1,329             1,210
Actual return on plan assets                                                     (6,268)                (2,660)           (2,372)
Net deferral of actuarial gains                                                   4,272                  1,027               860
Amortization of net unrecognized gain at August 1, 1987                            (276)                  (276)             (276)
Amortization of prior service cost                                                   94                     94                94
--------------------------------------------------------------------------------------------------------------------------------
Pension expense                                                                $  1,136               $  1,079          $    852
================================================================================================================================
The following  table  summarizes the funded status and related  amounts that are
recognized in the consolidated balance sheets:
1998                     1997
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                           (In thousands)
Actuarial present value of accumulated benefit obligation:
  Vested                                                                                        $ 17,948                 $ 13,524
  Nonvested                                                                                          688                      823
                                                                                               ---------                 --------
    Total                                                                                       $ 18,636                 $ 14,347
=================================================================================================================================

Plan assets at fair market value, primarily listed stocks and fixed income securities           $ 26,881                 $ 21,545
Projected benefit obligation                                                                      24,031                   19,004
                                                                                -------------------------------------------------
Plan assets in excess of projected benefit obligaion                                               2,850                    2,541
Unrecognized gain at transition                                                                   (3,819)                  (4,095)
Unrecognized prior service cost                                                                      406                      500
Unrecognized net gain                                                                             (4,192)                  (2,565)
                                                                                              ----------               ----------
  Accrued pension liability                                                                    $  (4,755)               $  (3,619)
=================================================================================================================================
F-13
Notes to Consolidated Financial Statements (continued)

The projected  benefit  obligation was determined using an assumed discount rate
of 7.4% (8% in 1997 and 1996) and an assumed  long-term  salary increase rate of
5%. The assumed  long-term  rate of return on plan assets was 9.5% (8.5% in 1997
and 1996). The Plan holds the Company's common stock with a fair market value of
$2,658,000.

The Company has an Employees'  Savings Plan (401(k))  covering all employees who
meet certain age entry  requirements  and work a stated  minimum number of hours
per  year.  Participants  may make  contributions  up to the  legal  limit.  The
Company's matching contributions are discretionary.  Costs charged to operations
for the Company's  matching  contributions  during 1998 amounted to $811,000 for
the year and in 1997 amounted to $211,000,  which  represents four months of the
year.

9.  Fair Value of Financial Instruments

The carrying  amounts and the estimated  fair values of the Company's  financial
instruments,  as determined under SFAS No. 107, "Disclosures about Fair Value of
Financial Instruments," are summarized as follows:
1998                       1997
                                                                                -------------------------------------------------
                                                                                 Carrying     Estimated      Carrying     Estimated
                                                                                   Amount    Fair Value        Amount    Fair Value

----------------------------------------------------------------------------------------------------------------------------------
                                                                                                   (In thousands)
Long-term debt, including current portion                                        $230,157      $241,405     $ 223,951     $ 225,112
Notes payable                                                                      62,270        62,270        18,000        18,000
Class B Common Stock of Moog Inc.                                                   2,320         2,320         1,411         1,411
The estimated fair values were determined as follows:

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

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

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

In 1998 the Company completed two acquisitions. The first was the acquisition of
Aunt  Nellie's Farm Kitchen from The  Pillsbury  Company,  a subsidiary of Grand
Metropolitan  Incorporated,  for approximately  $24 million.  Aunt Nellie's Farm
Kitchen produces, markets, and sells fruit and vegetable products from plants in
the Midwest and its sales were approximately $50 million.  The Company purchased
the plants,  inventories,  accounts receivable,  and trademarks of the business.
This acquisition was funded primarily out of working capital.

The second  acquisition was the Comstock canned private label vegetable business
from Curtice Burns Foods,  a  wholly-owned  subsidiary  of Pro-Fac  Cooperative,
along with the Blue Boy branded canned vegetable business. The Company purchased
two New York plants, related inventories,  and certain trademarks. The companies
also  formed  a  long-term   strategic   alliance,   combining  their  New  York
agricultural departments into one organization. The sales were approximately $40
million in 1996. The purchase  price was  approximately  $29 million,  which was
funded primarily out of working capital.

Both acquisitions were accounted for under the purchase method and, accordingly,
the operating  results of the acquired  have been  included in the  consolidated
operating results since the dates of acquisition.  The following is a summary of
proforma  results  as if the  acquisitions  were  made at the  beginning  of the
periods presented:

                                        1998                        1997
------------------------------------------------------------------------
                                                    (Unaudited)
                                    (In thousands except per share amounts)

Net Sales                            $710,137                   $829,870
Net Earnings (loss)                    (5,150)                     4,533
Basic Earnings (loss) per
common share                             (.88)                       .76
                                

                                      F-14
11.  Other Income

Other income in 1997  consisted of the  following:  1) a gain on the sale of the
Moog,  Inc.  Class A Common  Stock of  $7,501,000,  2) a gain on the sale of the
Clifton Park, New York warehouse of $1,640,000, and 3) a loss on the sale of Eau
Claire, Michigan plant of $833,000.

Other  income  in  1996  consisted  of the  gain  on the  sale  of the  Peabody,
Massachusetts warehouse totaling $4,271,000.

12.  Non-Recurring Charge

The 1996 operating results include a non-recurring charge of $15,078,000, before
income tax  benefit,  due to a  combination  of  start-up  costs  related to the
Pillsbury  Alliance and severe drought  conditions in New York State  throughout
the entire  summer.  The Company  undertook  an  ambitious  capital  expenditure
program related to the Pillsbury Alliance.  In the relatively short time between
the February  1995 closing of the  Pillsbury  Alliance and the  beginning of the
1995 vegetable pack, 37 separate major capital  projects needed to be completed.
There were some unforeseen  problems related to a few of these projects,  mostly
in the New York plants.  Some of the used equipment  transferred from the closed
plants had  operating  difficulties  and were not always easily  repaired,  thus
causing  downtime.  Throughput and yields were poor at some plants  resulting in
unfavorable  manufacturing  variances.  The  problems  were  magnified  when the
drought and the hot weather conditions forced the uneven timing of maturities of
vegetables.

13.  Sales Information

The  Company  has an  Alliance  Agreement  with  Pillsbury  whereby  the Company
processes canned and frozen vegetables for Pillsbury under the Green Giant brand
name. Pillsbury continues to be responsible for all of the sales,  marketing and
customer service  functions for the Green Giant products.  During 1998, 1997 and
1996, the Company sold $48,872,000, $205,633,000 and $167,994,000, respectively,
of canned and frozen vegetables to Pillsbury, which represented 7%, 28% and 33%,
respectively,  of net  sales.  Sales of Green  Giant  vegetables  to  purchasers
unrelated to Pillsbury in 1998 and 1997 were $228,208,000 and  $186,091,000,  or
32% and 26% of net  sales,  respectively.  Total  net  sales in 1998 and 1997 of
Green Giant vegetables were $277,080,000 and $391,724,000, or 40% and 54% of net
sales, respectively.

                                      F-15
PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.

         The following is a list of the expenses the  Registrant  expects to pay
in  connection  with the  issuance  and  distribution  of the shares  registered
hereby. The Company will be responsible for the payment of these expenses.

         Commission Filing and Registration Fees..................  $14,750.00
         Nasdaq Listing Fees .....................................  $
         Blue Sky Fees and Expenses ..............................  $
         Legal Fees and Expenses*.................................  $
         Subscription Agent Fees and Expenses*......................$
         Printing Expenses*.......................................  $
         Accounting Fees and Expenses*............................  $
         Miscellaneous Expenses*....................................$

              Total.................................................$

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

   *  Estimated

Item 15.  Indemnification of Directors and Officers.

         The  Company's  Restated  Certificate  of  Incorporation,  as  amended,
provides  that the Company is required to  indemnify  each and every  officer or
director  of the  Company,  even those whose term has  expired,  for any and all
expenses  actually  and  necessarily  incurred  by such  director  or officer in
connection  with the defense of any action,  suit or  proceeding  in which he is
made a party by reason of being or having  been a  director  or  officer  of the
Company.  The  Company is not  required  to  indemnify a director or officer for
matters  as to which such  officer  or  director  is  adjudged  to be liable for
neglect or misconduct in the  performance  of his duties as director or officer.
Further,  the rights of the  officers or directors  to  indemnification  are not
exclusive  of any other rights to which an officer or director of the Company is
entitled.

         Under the Company's Bylaws,  the Company has the authority to indemnify
its  directors  and  officers to the fullest  extent  permitted  by the New York
Business Corporation Law (Sections 721-726) (the "BCL"). The Bylaws,  reflecting
New York law, extend such protection to any person made or threatened to be made
a party to any action or proceeding,

                                      II-1
including  an action by or in the right of any other  corporation,  partnership,
joint  venture,  trust,  employee  benefit plan or other  enterprise,  which any
director,  officer or  employee  of the  Company  served in any  capacity at the
request of the Company, by reason of the fact that such director or officer, his
testator or  intestate,  is or was a director or officer of the Company or is or
was serving such  enterprise at the request of the Company.  The Bylaws  provide
that such indemnification may be authorized pursuant to the terms and conditions
of  (i) a  resolution  of  shareholders;  (ii) a  resolution  of  the  Board  of
Directors;  (iii) an agreement  providing for such  indemnification  or (iv) any
judicial  or other legal  authority  which  entitles  the  director,  officer or
employee to such indemnification.

         The BCL provides  that, if  successful  on the merits or otherwise,  an
officer or  director  is entitled  to  indemnification  by the  Company  against
amounts paid in settlement and reasonable  expenses,  including attorneys' fees,
actually and necessarily  incurred in connection with the defense of such action
or proceeding,  or any appeal therein, if such director or officer acted in good
faith,  for a purpose  which he  reasonably  believed  to be in, or at least not
opposed to, the best interests of the Company.  The termination of any action or
proceeding by judgment,  settlement,  conviction or plea of nolo contendere,  or
its  equivalent,  does not itself create the  presumption  that such director or
officer did not act, in good faith,  for a purpose which he reasonably  believed
to be in, or not  opposed to, the best  interests  of the Company or that he had
reasonable cause to believe that his conduct was unlawful.

         If a corporation fails to provide  indemnification  to its directors or
officers,  the BCL provides that despite any contrary resolution of the board of
directors or shareholders,  indemnification may be awarded by application to the
appropriate    judicial   authority.    Application   for   such   court-ordered
indemnification  may be made either in the civil action or  proceeding  in which
the expenses were incurred or other amounts were paid or to the supreme court in
a separate proceeding.

                                      II-2
Item 16.  Exhibits.

Exhibit
Number   Description
-------  -----------

 2(a)    The Stock Purchase Agreement dated as of June 22, 1998 (incorporated by
         reference to Exhibit 2(a) to the Company's Current Report on  Form  8-K
         filed July 2, 1998)

  (b)    The Shareholders  Agreement dated as  of June 22, 1998 (incorporated by
         reference to Exhibit 2(b)  to the Company's  Current Report on Form 8-K
         filed July 2, 1998)

  (c)    The  Registration  Rights  Agreement  dated as  of  June  22,  1998 
         (incorporated  by  reference  to Exhibit  2(c) to the Company's Current
         Report on Form 8-K filed July 2, 1998)

 3(a)(1) The  Company's  Restated  Certificate  of  Incorporation,   as
         amended  (incorporated  by  reference  to  Exhibit  3.1 to the
         Company's  Quarterly  Report on Form 10-Q/A  filed August 1995
         for the quarter ended July 1, 1995)

 3(a)(2) An  amendment  to  the  Company's   Restated   Certificate  of
         Incorporation,   as  amended  (incorporated  by  reference  to
         Exhibit 3 to the Company's  Annual Report on Form 10-K for the
         fiscal year ended March 31, 1996)

 3(a)(3) Form of  Certificate  of Amendment to the  Company's  Restated
         Certificate  of  Incorporation,  as amended  setting forth the
         terms of the New Preferred Stock (incorporated by reference to Exhibit
         3(i) to the Company's Current Report on Form 8-K filed July 2, 1998)

   (b)   The Company's Bylaws, as amended (incorporated by reference to
         Exhibit 3.3 to the Company's  Quarterly  Report on Form 10-Q/A
         filed August, 1995)

 4(a)    Note  Agreement  related  to the  $75,000,000  note  with  The
         Prudential  Insurance  Company  of  America  (incorporated  by
         reference to Exhibit 99 to the Company's  Quarterly  Report on
         Form 10-Q for the quarter ended January 28, 1995) as amended by Exhibit
         4 to the Company's Annual Report on Form 10-K for the year ended March
         31, 1996.

   (b)   Note  Agreement  related to the $50,000,000 note with John Hancock
         Mutual Life Insurance  Company  (incorporated  by reference to
         Exhibit 99 to the Company's  Quarterly Report on Form 10-Q for
         the quarter ended January 28, 1995)

  5      Opinion of Jaeckle Fleischmann & Mugel, LLP (to be filed by amendment)

  8      Opinion of Jaeckle Fleischmann & Mugel, LLP with respect to tax 
         matters (to be filed by amendment)

10(a)    Asset Purchase Agreement related to the transaction with the Green
         Giant(R) Division of Pillsbury (incorporated by reference to Exhibit 
         2(A) to the Company's Current Report on Form 8-K dated February 24,
         1995)

                                      II-3
(b)            Alliance  Agreement  related to the transaction with the Green
                  Giant(R)  Division of Pillsbury  (incorporated by reference to
                  Exhibit 2(B) to the Company's Current Report on Form 8-K dated
                  February 24, 1995)

   (c)            Secured  Nonrecourse  Subordinated  Promissory Note related to
                  the transaction with the Green Giant(R)  Division of Pillsbury
                  (incorporated  by reference  to Exhibit 2(C) to the  Company's
                  Current Report on Form 8-K dated February 24, 1995)

12                Statement regarding computation of ratios (filed  herewith at
                  pages F-7 and F-8 )

21                Subsidiaries of the Company (filed herewith)

23(a)             Consent of Deloitte & Touche LLP (filed herewith)

  (b)             Consent of Jaeckle Fleischmann & Mugel, LLP (contained in
                  Exhibit 5 above)

24                Power of Attorney (filed herewith at pages II-7 and II-8)

27                Financial Data Schedule (filed herewith)

Item 17.  Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this Registration Statement:

                           (i)      To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities
Act");

                           (ii) To reflect in the  prospectus  any facts or
events  arising  after the effective date of the Registration  Statement (or the
most recent post-effective amendment thereof)  which,  individually  or  in  the
aggregate,  represent  a fundamental  change in the information set forth in the
Registration Statement.  Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which  was  registered)  and any  deviation  from  the low
or  high  end of the estimated  maximum  offering  range may be reflected in the
form of  prospectus filed with the  Commission  pursuant  to Rule 424(b) if, in 
the  aggregate,  the changes in volume and price  represent  no more than a 20
percent  change in the maximum aggregate
                       
                                      II-4
offering price set forth in the  "Calculation of Registration  Fee" table in the
effective Registration Statement; and

                           (iii) To  include  any  material  information  with
respect to the plan of distribution  not  previously  disclosed  in the  
Registration  Statement or any material change to such information in the 
Registration Statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
Registrant  pursuant to Sections 13 or 15(d) of the  Securities  Exchange Act of
1934 that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act, each such  post-effective  amendment shall be deemed to be a
new Registration  Statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

         (d)      The undersigned Registrant hereby undertakes that:

                  (1) For  purposes  of  determining  any  liability  under  the
Securities  Act, the  information  omitted from the form of prospectus  filed as
part of this Registration  Statement in reliance upon Rule 430A and contained in
a form of prospectus  filed by the Registrant  pursuant to Rule 424(b)(1) or (4)
or  497(h)  under  the  Securities  Act  shall  be  deemed  to be  part  of this
Registration Statement as of the time it was declared effective.

                                      II-5
(2) For the purpose of  determining  any  liability  under the
Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new  Registration  Statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

                                      II-6
SIGNATURES AND POWER OF ATTORNEY

         Pursuant to the  requirements  of the  Securities  Act, the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-1 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in Pittsford, New York, on July 8, 1998.

                                                     SENECA FOODS CORPORATION

                                                     By: /s/ Kraig H. Kayser
                                                         -----------------------
                                                     Kraig H. Kayser, President
                                                     and Chief Executive Officer

         Each person whose  signature  appears  below  constitutes  and appoints
Kraig H.  Kayser and Arthur S.  Wolcott,  and each of them,  his or her true and
lawful  attorneys-in-fact  and  agents,  with  full  power of  substitution  and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and  all  capacities,  to  sign  any and  all  amendments  to this  Registration
Statement,  and to file the same, with all exhibits thereto, and other documents
in   connection   therewith,   with   the   Commission,   granting   unto   said
attorneys-in-fact and agents full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or their substitute or substitutes,  may lawfully do or cause to be done
by virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated.
Signature                                   Title                                   Date
         ---------                                   -----                                   ----
/s/Arthur S. Wolcott                              Chairman and Director                  July 8, 1998
------------------------------
Arthur S. Wolcott

/s/Kraig H. Kayser                                President, Chief Executive             July 8, 1998
-------------------------------                    Officer and Director
Kraig H. Kayser                                    

                                      II-7
/s/Philip G. Paras                                Vice President-Finance                 July 8, 1998
------------------------------
Philip G. Paras

/s/Jeffrey L. Van Riper                           Controller and Secretary               July 8, 1998
-------------------------------                   (Principal Accounting Officer)
Jeffrey L. Van Riper                                    

/s/Robert T. Brady                                 Director                              July 8, 1998
------------------------------
Robert T. Brady

/s/David L. Call                                   Director                              July 8, 1998
------------------------------
David L. Call

/s/Edward O. Gaylord                               Director                              July 8, 1998
------------------------------
Edward O. Gaylord

/s/G. Brymer Humphreys                             Director                              July 8, 1998
------------------------------
G. Brymer Humphreys

/s/Susan W. Stuart                                 Director                              July 8, 1998
------------------------------
G. Brymer Humphreys
II-8
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