As filed with the Securities and Exchange Commission on December 3, 2004
                                                          Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-3
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            SENECA FOODS CORPORATION
             (Exact name of registrant as specified in its charter)

       New York                                             16-0733425
(State or Other Jurisdiction                            (I.R.S. Employer
of Incorporation or Organization)                      Identification No.)

                             3736 South Main Street
                             Marion, New York 14505
                                 (315) 926-8100
               (Address, Including Zip Code, and Telephone Number,
        Including Area Code, of Registrant's Principal Executive Offices)

                                 KRAIG H. KAYSER
                      President and Chief Executive Officer
                             3736 South Main Street
                             Marion, New York 14505
                                 (315) 926-8100
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)

                                   Copies to:
                            WILLIAM I. SCHAPIRO, Esq.
                        Jaeckle Fleischmann & Mugel, LLP
                        Twelve Fountain Plaza, Suite 800
                             Buffalo, New York 14202
                                 (716) 856-0600

     Approximate date of commencement of proposed sale to the public:  From time
to time after the effective date of this Registration  Statement until such time
that all of the shares registered hereunder have been sold.
     If the only  securities  being  registered  on this Form are being  offered
pursuant to dividend or interest reinvestment plans, check the following box.[ ]
     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"),  other than securities  offered only in connection
with dividend or interest reinvestment plans, 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 delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]





                         CALCULATION OF REGISTRATION FEE

====================================================================================================================================
     Title of Class of                                Proposed Maximum Offering      Proposed Maximum       Amount of Registration
Securities to be Registered  Amount to be Registered       Price Per Share       Aggregate Offering Price             Fee
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                    

Convertible Participating            633,000                  $18.25 (2)              $11,552,250 (2)               $1,464
Preferred Stock (1)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock (3)             633,000                     (4)                        (4)                        0
====================================================================================================================================

(1)           The Convertible Participating Preferred Stock ("Preferred Stock")
              is convertible into Class A Common Stock of the Company on the
              basis of one share of Class A Common Stock for each share of
              Preferred Stock. The Class A Common Stock into which the Preferred
              Stock is convertible is also being registered pursuant to this
              Registration Statement.
(2)           Estimated solely for the purpose of calculating the registration
              fee based upon the value of the shares of Registrant's Class A
              Common Stock into which the Preferred Stock may be converted.
              There currently is no trading market for the Preferred Stock. The
              Class A Common Stock was valued pursuant to Rule 457(c) under the
              Securities Act of 1933 and based upon the average of the high and
              low prices for the Class A Common Stock as reported on the NASDAQ
              National Market on November 29, 2004.
(3)           Includes an indeterminate number of shares of Class A Common Stock
              as may be issuable upon conversion of the Preferred Stock
              registered hereunder pursuant to anti-dilution provisions of such
              securities, for which no separate fee is payable pursuant.
(4)           As a registration  fee is being paid on the Preferred  Stock, no
              registration  fee is payable on the underlying Class A Common 
              Stock pursuant to Rule 457(i).



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, as amended,  or until this 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.  A
registration  statement  relating  to these  securities  has been filed with the
Securities  and Exchange  Commission.  These  securities may not be sold nor may
offers to buy be accepted prior to the time the registration  statement  becomes
effective.  This  prospectus  shall  not  constitute  an  offer  to sell nor the
solicitation of an offer to buy nor shall there be any sale of these  securities
in any state in which such offer,  solicitation  or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.

                  Subject to Completion, dated December 3, 2004

PROSPECTUS

                            SENECA FOODS CORPORATION

           633,000 shares of Convertible Participating Preferred Stock
                and shares of Class A Common Stock Issuable upon
           Conversion of the Convertible Participating Preferred Stock

     This prospectus  relates to the public resale,  from time to time, of up to
633,000  shares of Convertible  Participating  Preferred  Stock (the  "Preferred
Stock") by the selling  stockholders  named in this  prospectus.  If the selling
shareholders or their transferees  convert all of their Preferred Stock, we will
issue up to a total of 633,000  shares of Class A Common Stock,  par value $0.25
per share (the "Class A Common Stock"), subject to any adjustments.

     We are registering the offered  securities as required under the terms of a
registration rights agreement for the benefit of the selling shareholders.  This
prospectus  will be used by the selling  shareholders  to resell their Preferred
Stock and Class A Common Stock  directly to purchasers or through  underwriters,
broker-dealers or agents, who may receive  compensation in the form of discounts
or  commissions.  The selling  shareholders  reserve the sole right to accept or
reject,  in whole or in part,  any  proposed  purchase  of the shares to be made
directly or through  agents.  We will not receive any proceeds  from the sale of
the shares by the selling shareholders.

     Our Class A Common Stock is quoted on the NASDAQ  National Market under the
symbol "SENEA." On November 29, 2004, the last reported sale price for our Class
A Common Stock was $18.25 per share.  The  Preferred  Stock is not listed on any
securities exchange or the NASDAQ Stock Market and there is no public market for
these  securities.  Shares of  Preferred  Stock have  priority  over the Class A
Common Stock in the payment of dividends  and in the event of  liquidation,  are
non-voting  except in limited  circumstances  and are convertible into shares of
Class A Common Stock.

     The  securities  offered  hereby  involve a high degree of risk.  See "Risk
Factors" beginning on page 6 for certain factors and considerations  relevant to
a purchase of the securities offered by this prospectus.

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or  disapproved  of these  securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

               The date of this prospectus is ____________, 2004.





     You should rely only on the  information  contained in or  incorporated  by
reference in this prospectus. We have not authorized any dealer,  salesperson or
other person to give any information or represent anything not contained in this
prospectus.  This  prospectus  is not an offer to sell or buy any  shares in any
jurisdiction  in which it is unlawful.  You should  assume that the  information
appearing in this prospectus and the documents  incorporated by reference herein
is  accurate  only as of its  respective  date or  dates or on the date or dates
which are  specified in these  documents.  Our  business,  financial  condition,
results of operations and prospects may have changed since those dates.



                                TABLE OF CONTENTS


                                                                                                                Page
                                                                                                                ----
                                                                                                             
FORWARD-LOOKING INFORMATION.......................................................................................4
WHERE YOU CAN FIND MORE INFORMATION...............................................................................4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...................................................................4
THE COMPANY.......................................................................................................6
RISK FACTORS......................................................................................................6
RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS.......................................14
USE OF PROCEEDS..................................................................................................14
SELLING SHAREHOLDERS.............................................................................................14
PLAN OF DISTRIBUTION.............................................................................................15
DESCRIPTION OF CAPITAL STOCK.....................................................................................16
LEGAL MATTERS....................................................................................................24
EXPERTS..........................................................................................................24







                           FORWARD-LOOKING INFORMATION

     We have made  forward-looking  statements  with  respect  to our  financial
condition, results of operations and business and on the possible impact of this
offering on our financial performance.  Words such as "anticipates,"  "expects,"
"intends," "plans,"  "believes," "seeks," "estimates" and similar expressions as
they relate to us or our  management  are  intended to identify  forward-looking
statements.  These  forward-looking  statements  are not  guarantees  of  future
performance  and  are  subject  to  risks  and  uncertainties,  including  those
described  under "Risk  Factors"  in this  prospectus,  that could cause  actual
results   to  differ   materially   from  the   results   contemplated   by  the
forward-looking   statements.   The  forward-looking  statements  represent  our
judgment  and  expectations  as of the  date  of  this  prospectus.  Prospective
purchasers should not place undue reliance on these forward-looking  statements.
We assume no obligation to update any such forward-looking statements.

     In  evaluating  the  securities  offered  by this  prospectus,  you  should
carefully  consider the  discussion  of risks and  uncertainties  in the section
entitled "Risk Factors" on pages 6 to 14 of this prospectus.


                       WHERE YOU CAN FIND MORE INFORMATION

     We have filed with the SEC a  registration  statement  under the Securities
Act with respect to the securities offered hereunder.  As permitted by the SEC's
rules and regulations,  this prospectus does not contain all the information set
forth in the registration  statement.  For further information,  please refer to
the  registration  statement and the contracts,  agreements and other  documents
filed as exhibits to the registration statement.  Additionally,  we file annual,
quarterly and special reports,  proxy statements and other  information with the
SEC.

     You may read and copy all or any portion of the  registration  statement or
any other  materials that we file with the SEC at the SEC public  reference room
at  450  Fifth  Street,  Washington,   D.C.,  20549.  Please  call  the  SEC  at
1-800-SEC-0330 for further  information on the operation of the public reference
rooms. Our SEC filings, including the registration statement, are also available
to  you  on  the  SEC's  web  site  (www.sec.gov).  We  also  have  a  web  site
(www.senecafoods.com) through which you may access our SEC filings.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The SEC allows us to "incorporate  by reference" the information  contained
in  documents  that we file with  them:  that  means we can  disclose  important
information  to you  by  referring  you  to  those  documents.  The  information
incorporated  by  reference is  considered  to be part of this  prospectus,  and
information  that we file  later  with the SEC  will  automatically  update  and
supersede this information.

     We  incorporate  by  reference  the  documents  listed below and any future
filings we make with the SEC pursuant to Sections  13(a),  13(c), 14 or 15(d) of
the Securities Exchange Act prior to the completion of this offering:

o        Our Annual Report on Form 10-K for the year ended March 31, 2004;
o        Our Quarterly Report on Form 10-Q for the quarters ended June 26, 2004
         and September 25, 2004;
o        Our Current Reports on Form 8-K filed with the SEC on June 18, 2004,
         June 30, 2004, August 4, 2004, September 28, 2004, October 1, 2004, 
         November 4, 2004 and November 30, 2004; and
o        Our Registration Statement on Form 8-A dated August 22, 1995
         registering our Class A Common Stock under Section 12(g) of the 
         Exchange Act.
         

     You may request a free copy of these filings (other than  exhibits,  unless
they are specifically  incorporated by reference in the documents) by writing or
telephoning us at the following address and telephone number:

                            Seneca Foods Corporation
                              Attention: Secretary
                             3736 South Main Street,
                             Marion, New York 14505
                                 (315) 926-8100




                                   THE COMPANY

     Seneca Foods  Corporation  was founded in 1949 and  incorporated  under the
laws of the State of New York.  In the spring of 1995,  we initiated our 20-year
Alliance  Agreement  with  The  Pillsbury   Company,   which  created  our  most
significant business relationship.  Under the Alliance Agreement, we have packed
canned and frozen vegetables carrying the Green Giant(R) brand name. These Green
Giant  vegetables have been produced in vegetable  plants which we acquired from
Pillsbury and, to a lesser extent, in our other vegetable plants.  Pillsbury was
subsequently  acquired by General Mills,  Inc., a major producer and distributor
of food products,  and Pillsbury has assigned its obligations under the Alliance
Agreement to General Mills Operations, Inc., which we sometimes refer to in this
prospectus  as GMOI.  The  Alliance  Agreement  expires  in  2014,  but GMOI may
terminate it without cause upon one year's prior notice and payment of a penalty
to us and may terminate  without delay or penalty if we fail to perform.  In the
spring of 2003,  we acquired  Chiquita  Processed  Foods,  L.L.C.  from Chiquita
Brands  International,  Inc. and changed its name to Seneca Foods,  L.L.C.  As a
result of this  acquisition  and the subsequent  sale of certain of the acquired
facilities, we currently operate 30 plants and warehouses in seven states.

     Our business activities are conducted in food and non-food segments.  Since
the onset of the Alliance Agreement,  vegetable production has been our dominant
line of business.  In fiscal 2004,  the food  segment  constitutes  99% of total
sales,  of  which  approximately  98% is  vegetable  processing  and 2% is fruit
processing.  We  sometimes  refer to our  vegetable  "pack" in this  prospectus.
"Pack" is a term for processing  recently  harvested  vegetables  into canned or
frozen form suitable for sale to customers.  Processing includes such activities
as washing, sorting, grading, cooking, canning and freezing.

     In fiscal 2004,  approximately  10% of our  processed  foods are packed for
retail customers under our own brands  including  Seneca(R),  Libby's(R)  (under
license),  Blue Boy(R),  Aunt Nellie's Farm Kitchen(R),  Stokely's(R),  READ(R),
Festal(R)  and Diamond  A(R).  Approximately  44% of processed  foods are packed
under  private  labels,  that is, under brand names owned or  controlled  by the
purchasers,  which  are  primarily  retail  grocery  chains.  About  18%  of the
processed foods are sold to institutional food  distributors.  The remaining 28%
is sold under the Alliance Agreement with GMOI.

     Our  principal  executive  office is located  at 3736  South  Main  Street,
Marion, New York and our telephone number is (315) 926-8100.  We also maintain a
web site at www.senecafoods.com.


                                  RISK FACTORS

     You  should  carefully  consider  the  factors  described  below  and other
information  contained in this  prospectus  before  making a decision to buy any
securities registered hereunder. The risks and uncertainties described below are
not the only ones we face.  Additional  risks and  uncertainties  not  presently
known to us, may also impair our business  operations.  If any of the  following
risks  actually  occurs,  our  business,   financial  condition  or  results  of
operations could be materially and adversely affected. In such case, the trading
price of our Class A Common Stock could decline, and you may lose all or part of
your investment.  This prospectus also contains forward-looking  statements that
involve risks and uncertainties.  Please refer to "Forward-Looking  Information"
on page 4.

If we do not successfully  integrate  Seneca Foods,  L.L.C.,  formerly  Chiquita
Processed  Foods,  L.L.C.,  we may not  realize  the  expected  benefits  of the
acquisition.

     There is a significant  degree of  difficulty  and  management  distraction
inherent in the process of integrating  Seneca Foods,  L.L.C.  with our existing
business.  These  difficulties  include  the  challenge  of  accomplishing  this
integration  while  managing  the  ongoing  operations  of  each  business,  the
challenge of combining the business  cultures of each  company,  and the need to
retain key  personnel of our existing  business and the acquired  business.  The
process of integrating  operations  could cause an  interruption  of, or loss of
momentum in, the activities of Seneca Foods,  L.L.C. and our existing  business.
Members of our senior management may be required to devote considerable  amounts
of time to this integration process, which will decrease the time they will have
to manage our businesses,  service existing customers, attract new customers and
develop new products. If our senior management is not able to effectively manage
the  integration   process,  or  if  any  significant  business  activities  are
interrupted as a result of the integration process, our business could suffer.

     We cannot provide assurance that we will  successfully or  cost-effectively
integrate the Seneca Foods,  L.L.C.  acquisition and our existing business.  The
failure to do so could have a material adverse effect on our business, financial
condition and results of operations.

We may not realize the expected cost savings and other  benefits from the Seneca
Foods, L.L.C. acquisition.

     We  expect to  realize  cost  savings  and other  financial  and  operating
benefits as a result of the  acquisition  of Seneca Foods,  L.L.C.  However,  we
cannot  predict with  certainty when these cost savings and benefits will occur,
or the  extent to which  they  actually  will be  achieved.  Realization  of any
benefits  and  savings  could be  affected  by a number of  factors  beyond  our
control, including, without limitation,  general economic conditions,  increased
operating costs, the response of competitors and regulatory developments.

Excess capacity in the vegetable industry has a downward affect on price.

     Our  financial  performance  and growth are  related to  conditions  in the
United States  vegetable  processing  industry which is a mature industry with a
modest growth rate in the last 10 years. Our 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 and inventory
levels 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.  We typically have  experienced  lower
margins during times of industry oversupply.

     In the past, the vegetable  processing  industry has been  characterized by
excess capacity,  with resulting pressure on our prices and profit margins. Many
of our  competitors  have closed  processing  plants in response to the downward
pressure on prices.  There can be no assurance  that our margins will improve in
response  to  favorable  market  conditions  or that we will be able to  operate
profitably during depressed market conditions.  Moreover,  vegetable  production
outside the United States, particularly in Asia and Latin America, is increasing
and, in the future,  may have a  significant  effect on  competition  and create
downward pressure on prices.

Growing  cycles and adverse  weather  conditions  may  decrease our results from
operations.

     Our  operations  are affected by the growing  cycles of the  vegetables  we
process. When the vegetables are ready to be picked, we must harvest and process
the vegetables or forego the opportunity to process fresh picked  vegetables for
an entire year.  Most of our vegetables are grown by farmers under contract with
us. Consequently,  we must pay the contract grower for the vegetables even if we
cannot or do not harvest or process them.  Most of our production  occurs during
the second quarter (July through September) of our fiscal year. In that quarter,
the  growing  season  ends for  most of the  vegetables  processed  by us in the
northern  United  States.  A majority  of our sales  occur  during the third and
fourth quarter of each fiscal year (due to seasonal consumption patterns for our
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 our third and fourth fiscal quarters have a
significant  impact on our  results of  operations.  Because  of these  seasonal
fluctuations,  the results of any particular quarter,  particularly in the first
half of our fiscal year,  will not  necessarily be indicative of results for the
full year or for future years.

     Because  weather  conditions  during  the course of each  vegetable  crop's
growing season will affect the volume and growing time of that crop, we must set
planting  schedules without knowing the effect of the weather on the crops or on
the entire industry's  production.  As most vegetables are produced in more than
one part of the U.S., we may somewhat  reduce our risk that our entire crop will
be subject to  disastrous  weather.  The upper  Midwest is the  primary  growing
region for the principal  vegetables which we pack, namely peas, green beans and
corn,  and it is  also  a  substantial  source  of  our  competitors'  vegetable
production.   Consequently,  the  adverse  effects  of  weather-related  reduced
production  in that region may be partially  mitigated by higher  prices for the
vegetables which are produced.

     Adverse growing conditions in the second quarter of fiscal year 2005 in the
upper Midwestern United States, our major growing region,  resulted in a delayed
start for our corn  production.  This was followed by a freeze in late September
2004.  These  events,  which we cannot  control,  reduced our  anticipated  corn
harvest.  Corn is our largest volume vegetable product. We anticipate an adverse
effect on our  operating  results  which is not yet  calculable,  as the adverse
effects of the lower  production  may be partly  mitigated by higher  prices for
corn products.

The  commodity  materials  that we process or  otherwise  require are subject to
price increases that could adversely affect our profitability.

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

We face risks generally associated with our debt.

     As of September 25, 2004,  we had a total of $246 million of  indebtedness.
Our  indebtedness  could  have  important  consequences,  such as  limiting  our
operational  flexibility due to the covenants  contained in our debt agreements;
limiting our ability to invest in our business due to debt service requirements;
limiting our ability to compete with companies that are not as highly leveraged;
and  increasing  our  vulnerability  to economic  downturns and changing  market
conditions.

         Our ability to meet our debt service obligations will depend on our
future performance, which will be affected by financial, business, economic,
governmental and other factors, including potential changes in consumer
preferences and pressure from competitors. If we do not have enough money to pay
our debt service obligations, we may be required to refinance all or part of our
existing debt, sell assets, borrow more money or raise equity. There is a risk
that we may not be able to refinance existing debt or that the terms of any
Iefinancing will not be as favorable as the terms of the existing debt.

Our dependence on the Alliance Agreement could negatively affect sales.

     We have an  Alliance  Agreement  with GMOI,  whereby we process  canned and
frozen  vegetables for GMOI under the Green Giant brand name.  GMOI continues to
be responsible for all of the sales,  marketing and customer  service  functions
for the Green Giant  products.  The Alliance  Agreement has a remaining  term of
eleven  years.  Green  Giant  products  packed  by us in  fiscal  2004  and 2003
constituted approximately 28% and 39%, respectively, of our total sales. General
Mills, Inc. guarantees GMOI's obligations under the Alliance Agreement.

     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,  GMOI will
acquire  legal title to the  production  plants and certain of the other  assets
which  we  acquired  under  the  Alliance   Agreement,   and  various  financial
adjustments  between the parties  will occur.  If GMOI  terminates  the Alliance
Agreement without cause, it must pay us a substantial termination payment.

     Our sales and financial  performance  under the Alliance  Agreement and our
sales of Green Giant products  depend to a significant  extent on our success in
producing quality Green Giant vegetables at competitive costs and GMOI's success
in marketing  the products  produced by us. The ability of GMOI to  successfully
market  these  products  will depend upon GMOI's sales  efforts,  as well as the
factors described above under "--Excess capacity in the vegetable industry has a
downward  effect on price." We cannot give  assurance as to the volume of GMOI's
sales and cannot  control many of the key factors  affecting  that  volume.  The
Alliance Agreement  contains  extensive  covenants by us with respect to quality
and delivery of products, maintenance of the Alliance Plants and other standards
of our  performance.  If we were to fail in its performance of these  covenants,
GMOI would be entitled to terminate the Alliance Agreement.

     Termination  of the Alliance  Agreement  will,  in most cases,  entitle our
principal lenders,  including our long-term lenders,  to declare a default under
our loan agreements with them. The principal lenders have a security interest in
certain  payments that we will receive from GMOI on  termination of the Alliance
Agreement.  Unless we were to enter into a new substantial  supply  relationship
with GMOI or another major vegetable marketer and acquire substantial production
capacity to replace  the GMOI  production  plants,  any such  termination  would
substantially reduce our sales.

     Green  Giant  volume  has  declined  over the  past  three  years.  This is
reflected  in a $42  million  reduction  in GMOI sales from  fiscal year 2001 to
fiscal year 2004.

If we do not  maintain  the market  shares of our  products,  our  business  and
revenues may be adversely affected.

     All of our products compete with those of other national, major and smaller
regional food processing  companies  under highly  competitive  conditions.  The
vegetable products which we sell under our own brand names not only compete with
vegetable  products  produced  by  vegetable  processing  competitors,  but also
compete with  products we produce and sell to other  companies  who market those
products under their own brand names, such as the Green Giant vegetables we sell
to GMOI  under the  Alliance  Agreement  and the  vegetables  we sell to various
retail grocery chains which carry our buyers' own brand names.

     The  customers  who buy our  products  to sell under  their own brand names
control the marketing  programs for those products.  In recent years, many major
retail food chains have been increasing  their  promotions,  offerings and shelf
space  allocations for their own vegetable brands, to the detriment of vegetable
brands owned by the processors,  including our own brands. We cannot predict the
pricing or promotional activities of our competitors or whether they will have a
negative effect on us. There are  competitive  pressures and other factors which
could cause our  products to lose market  share or result in  significant  price
erosion,  and which  could  have a  material  adverse  effect  on our  business,
financial condition and results of operations.

If we are subject to product  liability  claims,  we may incur  significant  and
unexpected costs and our business reputation could be adversely affected.

     Food processors are subject to significant liability should the consumption
of their products cause injury or illness.  A product liability judgment against
us could also  result in  substantial  and  unexpected  expenditures  and divert
management's attention from other responsibilities. Although we maintain product
liability insurance coverage in amounts customary within the industry, there can
be no assurance  that this level of coverage is adequate or that we will be able
to continue to maintain our existing insurance or obtain comparable insurance at
a reasonable  cost,  if at all. A product  recall or a partially  or  completely
uninsured judgment against us could have a material adverse effect on results of
operations and financial condition. During the second quarter of our fiscal year
2005,  the  Company  recalled  certain  products  and  recognized  a  charge  of
$1,280,000 as previously reported.

We generate  agricultural  food processing wastes and are subject to substantial
environmental regulation.

     As a vegetable processor, we regularly dispose of vegetable wastes (silage)
and  processing  water,  as  well  as  materials  used in  plant  operation  and
maintenance,  and our plant  boilers,  which  generate heat used in  processing,
produce  generally small emissions into the air. These activities and operations
are  regulated  by federal and state laws and the  respective  federal and state
environmental agencies. Occasionally, we may be required to remediate conditions
found by the regulators to be in violation of environmental law or to contribute
to the cost of  remediating  waste  disposal  sites  which we neither  owned nor
operated but in which we and many other  companies  deposited  waste  materials,
usually  through  independent  waste  disposal  companies.  The  costs  of these
remediations  and  contributions  (including  occasional  fines)  have  not been
significant. As a major vegetable producer, we run the risk of occasional future
costs and  inadvertent  violations,  even though we  maintain  an  environmental
department to assist us in environmental compliance.

     We have been advised by the office of the New York State  Attorney  General
that it  will  seek  reimbursement  from us and  other  potentially  responsible
parties for the costs  incurred by New York in the cleanup of a closed  landfill
in Yates  County in Central New York.  We did not own or operate  the  landfill,
but,  in the early to  mid-1970s,  we disposed  in it certain  waste  materials,
including  empty paint cans,  from a plant in Yates County  formerly owned by us
and sold in 1998. We were not a major waste  contributor to the landfill  during
its operation.  The Attorney General is permitting us and other known depositors
in the landfill to identify and search for other  depositors in the landfill.  A
publication of the New York  Department of  Environmental  Conservation  in 2003
stated that  approximately $4.6 million had been expended by New York on cleanup
and containment of the landfill.  We cannot reliably  estimate what our share of
the  reimbursement  liability will be until we have identified other financially
responsible  depositors  of waste  in the  landfill  who  still  exist  and have
determined  the  character  and  volume  of the  wastes  which  they  deposited.
Moreover,  we will need to reach a reasonable allocation of costs with the other
depositors of wastes and the Attorney General.

Absence of a public trading market may affect the value of the Preferred Stock.

     Although  the Class A Common  Stock is  listed  and  traded  on the  NASDAQ
National  Market,  there is no public trading market for the Preferred Stock and
none may ever  develop.  The absence of a public  market may affect the value of
the Preferred Stock.

The Preferred  Stock and other classes of our preferred stock have priority over
the Class A Common Stock in the event of liquidation or dissolution.

     In the event of our liquidation or dissolution,  the entire stated value of
our remaining  convertible  participating  preferred stock will have priority of
payment over all shares of Class A Common Stock (and Class B Common Stock). Each
holder of convertible participating preferred stock may, at the holder's option,
convert convertible participating preferred stock into Class A Common Stock on a
share-for-share basis at any time. We cannot predict whether, or to what extent,
holders of  convertible  participating  preferred  stock will convert to Class A
Common Stock.

     In  addition,  in  liquidation,  all  outstanding  shares  of our 6% voting
cumulative  preferred  stock,  preferred  stock without par value,  10% Series A
cumulative  convertible  voting  preferred  stock  and 10%  Series B  cumulative
convertible voting preferred stock will have priority of payment over all shares
of Class A Common Stock and Class B Common Stock.  See  "Description  of Capital
Stock."

The shares of Class A Common Stock have low voting power.

     Each share of Class A Common Stock 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 our  outstanding  preferred  stock has one vote
(other than the  convertible  participating  preferred stock which have no votes
and the 6% cumulative voting preferred stock which is 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."

There is a concentration  of voting power and other  indications of influence on
the Company.

     As of the  date  of  this  prospectus,  the  Wolcott  and  Kayser  Families
collectively exercise approximately 39% of the total voting power of the Company
in an  election  of  directors.  The  capital  structure  and  the  concentrated
ownership of the Wolcott and Kayser Families in the Class B Common Stock and our
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 the
then-current  market  price  of a target  company's  stocks  or  other  takeover
proposal or proxy contest which could remove directors if the Wolcott and Kayser
Families are opposed to such offer or proposal.

     Carl Marks Strategic  Investments,  LP (CMSI) and certain other  individual
and  institutional  shareholders  which  are  related  to  CMSI  through  family
relationships and common ownership or control (collectively, the "Marks Investor
Group") exercise in the aggregate approximately 15% of the total voting power of
the  Company in an  election  of  directors.  In  connection  with the  original
issuance  of the  Preferred  Stock,  the  size of our  Board  of  Directors  was
increased  from seven to nine members  with  designees  of this  investor  group
filling the newly created positions. These designees are required to comprise at
least 22% of the  membership of each  committee of our Board of Directors.  This
investor group may remove its designees and designate  other persons to fill the
resulting vacancies. This investor group's right to have its designees nominated
to our Board of  Directors  and serve on  committees  of the Board of  Directors
continues  until such time as it owns less than 10% of the  outstanding  Class A
Common Stock. (For the purpose of this calculation,  we assume conversion of the
Preferred  Stock owned by this investor  group into Class A Common Stock.) If we
were to issue voting securities in the future, in certain types of transactions,
such  as a  sale  for  cash  (but  not a  transaction  pursuant  to an  employee
compensation plan or a business acquisition), this investor group would have the
right to acquire that  percentage of the new issuance equal to its percentage of
ownership of Class A Common Stock  immediately  prior to the new  issuance.  For
purposes of the  calculations  in the two preceding  sentences,  the outstanding
shares of our convertible  participating  preferred stock would be counted as if
they were outstanding shares of Class A Common Stock.

     Furthermore,  our Certificate of Incorporation  was amended to require that
the following major  corporate  actions will require  unanimous  approval of our
Board  of  Directors  (excluding  directors  who  choose  to  abstain):  (i) the
amendment or modification of our Certificate of Incorporation or Bylaws;  (ii) a
merger,  consolidation or other form of business combination;  (iii) the sale or
other disposition of all or substantially  all of our assets;  (iv) acquisitions
or dispositions in our food business exceeding $15 million;  (v) a change in our
line of food business; (vi) the issuance or acquisition of shares of our capital
stock except for stock buybacks not exceeding $100,000 in any single transaction
and $1 million in the  aggregate;  (vii) change in our  accountants;  (viii) the
settlement  of  litigation  involving  payment  of more than 5% of our  adjusted
tangible  net  worth  or  our  consent  to  injunctive   relief;  and  (ix)  the
commencement of bankruptcy, insolvency or reorganization proceedings. Therefore,
any one director,  including either of the investor group's designees, will have
the ability to prevent any of these major decisions from being approved.

Certain  anti-takeover  provisions  may make it  difficult  for a change  in our
control.

     Certain provisions of the Alliance Agreement and our credit agreements, our
Certificate of Incorporation,  and Bylaws, as amended,  could have the effect of
preventing  or  delaying  a person  from  acquiring  or  seeking  to  acquire  a
substantial equity interest in, or control of, us. Our Bylaws and Certificate of
Incorporation  provide,  among other things,  for staggered  board of directors'
terms. See "Description of Capital  Stock--Restrictions  on Hostile Acquisitions
of Our  Company--Certain  Provisions of Our  Certificate  of  Incorporation  and
Bylaws." The Alliance  Agreement states that it may be terminated by GMOI if any
person acquires 30% or more of the combined voting power of our then outstanding
voting  securities,  or our  shareholders  approve  certain  specified  business
transactions.  Our  long-term  credit  agreement  provides  that the lenders may
require  us to prepay  certain  of its  indebtedness  if (i) any person or group
(other than the Wolcott or Kayser Families) acquires our shares representing 50%
or more of the total number of votes which our 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.  Our short-term credit facility with a
bank  provides  that an event of  default  occurs if we allow (i) any  person or
group,  other than the  Wolcott or Kayser  Families,  to acquire  capital  stock
possessing  either  30%  or  more  of  the  total  number  of  votes  which  our
shareholders  shall be entitled to cast or the right to elect 30% or more of our
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  cease
for any reason to  constitute  a majority  of our Board of  Directors.  The same
default  provision  is  contained  in  our   reimbursement   agreement  with  an
institutional lender which has supported our four major industrial revenue bonds
with a letter of credit.

We have not paid and do not  currently  intend to pay  dividends  on our  common
stock.

     We historically  have not declared or paid any cash dividends on our shares
of common stock and do not anticipate  paying such dividends in the  foreseeable
future. Furthermore, our multi-year credit facilities restrict dividend payments
on our common stocks.

     As at September 25, 2004, the most restrictive credit agreement  limitation
on the Company's payment of dividends and other distributions, such as purchases
of  shares,  to holders  of Class A or Class B Common  Stock is an annual  total
limitation of $500,000,  reduced by aggregate annual dividend  payments totaling
$23,181 which the Company presently pays on two outstanding classes of preferred
stock.   Other  loan   agreements   restrict   aggregate   dividends  and  other
distributions  paid after March 31, 2003 (except the preferred  stock  dividends
described in the preceding sentence) to the aggregate sum of $1,000,000 plus 50%
of  Consolidated  Net Income as defined (or minus 100% of any  deficit)  for the
entire period  beginning  April 1, 2003 and ending on the last day of any fiscal
quarter preceding the proposed payment of a dividend or distribution.  As stated
above,  notwithstanding  any  permissibility  of Class A or Class B Common Stock
dividends and distributions  under the credit  agreements,  the Company does not
presently  intend to pay any such  dividend.  Future credit  agreements may also
restrict the payment of dividends on common stock without lender permission.


                  RATIOS OF EARNINGS TO COMBINED FIXED CHARGES
                          AND PREFERRED STOCK DIVIDENDS

         The following table shows our ratios of earnings to combined fixed
charges and preferred stock dividends for the periods shown.



             Six Months Ended                                      Year Ended March 31,
        ---------------------------        ------------------------------------------------------------------
        9/25/2004         9/27/2003        2004          2003           2002            2001             2000
        ---------         ---------        ----          ----           ----            ----             ----
                                                                                       

           1.95             2.10           1.91          1.79           1.09            1.05             1.33


     The ratios of earnings  to  combined  fixed  charges  and  preferred  stock
dividends  were  computed by dividing  earnings  by combined  fixed  charges and
preferred stock dividends. For this purpose, earnings consist of earnings before
income taxes plus fixed  charges.  Fixed  charges  consist of interest  expense,
amortization  of  deferred  financing  fees and the  interest  portion of rental
expense.


                                 USE OF PROCEEDS

     We will not  receive  any of the  proceeds  from the sale of the  Preferred
Stock or the Class A Common Stock by the selling shareholders. All proceeds from
the sale of such  securities  will be  solely  for the  account  of the  selling
shareholder.


                              SELLING SHAREHOLDERS

     The selling  shareholders  may resell the offered  securities  from time to
time as  provided  under the section  entitled  "Plan of  Distribution"  in this
prospectus or as described in a prospectus  supplement.  We are  registering the
offered  securities  as  required  under  the  terms  of a  registration  rights
agreement dated as of June 22, 1998.

     The following  table sets forth the  ownership of the selling  shareholders
and  the  number  of  shares  of  Preferred  Stock  and  Class  A  Common  Stock
beneficially  owned  by the  selling  shareholders.  All of such  shares  may be
offered for resale pursuant to this prospectus.  The information  included below
is based upon  information  provided  by the selling  shareholders.  Because the
selling  shareholders  may offer  all,  some or none of its  shares,  the "After
Offering"  column  of the  table  assumes  the  sale  of all of its  securities;
however, we do not know that this will actually occur.

     None of the  selling  shareholders  has held a position  or office or had a
material relationship with us within the past three years other than as a result
of the ownership of our common stock or other  securities of ours or as a result
of being a service provider to us.




                                                   Number of Shares of Preferred Stock (Including the Underlying
                                                                Shares of Class A Common Stock) Owned
                                                                -------------------------------------
                      Name                                 Before Offering                   After Offering
                      ----                                 ---------------                   --------------
                                                                                           
Boenning & Scattergood, Inc......................              408,000                            -0-
Franklin Advisory Services, LLC..................              200,000                            -0-
Oppenheimer & Close, Inc.........................              25,000                             -0-


                              PLAN OF DISTRIBUTION

     This prospectus relates to the possible offer and sale from time to time of
up to 633,000  shares of  Preferred  Stock and up to  633,000  shares of Class A
Common Stock  initially  issuable upon  conversion of the Preferred  Stock.  The
Preferred  Stock and Class A Common  Stock  offered  hereby is  offered  for the
selling  shareholders  or for the account of pledgees,  donees,  transferees  or
other  successors  in  interest  of  the  selling   shareholders.   The  selling
shareholders  may sell  securities  from time to time,  in one or more  types of
transactions, which may include sales in the open market, underwritten offerings
or block transactions on a national securities exchange or automated interdealer
quotation system on which the securities are then listed or quoted,  through put
or  call  options  transactions  relating  to  the  securities,   sales  in  the
over-the-counter  market,  privately  negotiated  transactions or otherwise,  at
market  prices  prevailing  at the time of sale or at  negotiated  prices.  Such
transactions may or may not involve brokers or dealers.

     In connection  with an  underwritten  offering,  underwriters or agents may
receive  compensation in the form of discounts,  concessions or commissions from
the selling  shareholders or from purchasers of the offered  securities for whom
they  may  act as  agents.  In  addition,  underwriters  may  sell  the  offered
securities to or through dealers,  and those dealers may receive compensation in
the form of discounts,  concessions or commissions from the underwriters  and/or
commissions from the purchasers for whom they may act as agents.

     In addition to the  foregoing,  the methods by which the  securities may be
sold include:  (i) direct negotiation of a sale by a selling shareholder and one
or more purchasers;  (ii) a block trade in which the broker or dealer so engaged
will attempt to sell the securities offered hereby as an agent, but may position
and resell a portion of the block as principal to  facilitate  the  transaction;
(iii)  purchases  by a  broker  or  dealer  for  its  account  pursuant  to this
prospectus;  or (iv) ordinary  brokerage  transactions and transactions in which
the broker solicits purchases. In effecting sales, brokers or dealers engaged by
a selling  shareholder  may arrange for other brokers or dealers to participate.
In the event of a  transaction  hereunder  in which a broker or dealer acts as a
principal  (other than to facilitate an installment  sale  transaction,  or to a
market  maker  acting as such in routine  transactions  in the  over-the-counter
market),  this prospectus  will be  supplemented to provide  material facts with
respect to such transaction.

     In  order  to  comply  with  the  securities  laws of  certain  states,  if
applicable,  the  securities  will be sold in such  jurisdictions  only  through
registered or licensed brokers or dealers.  In addition,  the securities may not
be sold in certain states unless they have been registered or qualified for sale
in the applicable  state or an exemption from the  registration or qualification
requirement is available and complied with.

     We entered  into a  registration  rights  agreement  for the benefit of the
selling shareholders to register their shares of Preferred Stock and the Class A
Common Stock under applicable federal  securities laws. The registration  rights
agreement provides for  cross-indemnification of the selling shareholders and us
and our  respective  directors  and officers  against  specific  liabilities  in
connection with the offer and sale of the Preferred Stock and the Class A Common
Stock,  including liabilities under the Securities Act. The selling shareholders
will pay all of the expenses  incurred  incident to the offering and sale of the
Preferred Stock and the Class A Common Stock.

     We have  advised  the selling  shareholders  that during the time it may be
engaged in a distribution of the securities  offered by this  prospectus,  it is
required to comply with Regulation M promulgated  under the Securities  Exchange
Act of 1934.  With  certain  exceptions,  Regulation  M  precludes  any  selling
shareholder, any affiliated purchasers and any broker-dealer or other person who
participates in the distribution  from bidding for or purchasing,  or attempting
to induce any person to bid for or purchase,  any security  which is the subject
of the distribution until the entire distribution is complete. Regulation M also
prohibits  any  bids or  purchases  made in order to  stabilize  the  price of a
security in connection with an at the market offering such as this offering. All
of the foregoing may affect the marketability of the securities.


                          DESCRIPTION OF CAPITAL STOCK

     The following table sets forth the classes of our capital stock  authorized
and outstanding as of October 31, 2004:


                                                                            Number of Shares         Number of Shares
                      Title of Class or Series                                 Authorized              Outstanding
                      ------------------------                                 ----------              -----------
                                                                                                  

Common Stocks:
     Class A Common Stock, $0.25 par value per share..............                 20,000,000                3,950,380
     Class B Common Stock, $0.25 par value per share..............                 10,000,000                2,764,005

Preferred Stocks:
     Six Percent (6%) Voting Cumulative Preferred Stock, $0.25 par
         value per share..........................................                    200,000                  200,000
     Preferred Stock Without Par Value............................                     30,000                        0
     Ten Percent (10%) Cumulative Convertible Voting Preferred
         Stock--Series A, $0.25 stated value per share............                  1,000,000                  407,240
     Ten Percent (10%) Cumulative Convertible Voting Preferred
         Stock--Series B, $0.25 stated value per share............                    400,000                  400,000
     Convertible Participating Preferred Stock....................                  4,166,667                3,443,596
     Convertible Preferred Stock Series 2003......................                    967,742                  967,742


Description of Class A Common Stock and Class B Common Stock

     Voting.  Under our Charter, the holders of Class A Common Stock and Class B
Common Stock have the right to vote for the election of all directors and on all
other  matters  submitted  to our  shareholders.  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 New York Business  Corporation Law confers
upon the  holders  of Class A Common  Stock  the right to vote as a class on any
amendment  to our 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 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 New York Business Corporation Law 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.

     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 votes of
all outstanding shares of Class A Common Stock. 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 our shares on Class A Common Stock will be paid only in Class A Common Stock,
and (ii) if declared, a dividend or distribution in our shares 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 our merger, consolidation,  or
combination with another entity (whether or not we are the surviving  entity) or
in the event of our  dissolution,  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  themselves.  Thus, the surviving  entity in
any such  transaction  could have a dual-class  capital  structure like ours 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. Our Charter contains a two-pronged "Class A special
rights"  provision  which is intended to protect holders of Class A Common Stock
in the event that a person attempts to gain control of us.

     First,  the Class A special rights seek to prevent a person who has crossed
a certain  ownership  threshold from gaining  control of us 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,  referred
to herein as 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 our common stock 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
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 us
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 our Board of Directors  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  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 our  Board  of  Directors  acting  in good  faith.  The
equitable  price  provision  is intended to require a person  seeking to acquire
control  of us 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.  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 to (a) a merger,  reorganization or liquidation of us or a sale
of a material  amount of our assets,  (b) a change in our 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,  (c) a material  change in
our  business  or  corporate  structure,  or  (d)  any  material  change  in our
capitalization  or dividend policy.  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 us 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 from a change in the total
number  of  shares  of  Class B Common  Stock  outstanding  as a  result  of our
repurchase  of Class B Common  Stock  since the last date on which  that  holder
acquired Class B Common Stock,  (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
Series 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  Internal  Revenue  Code of 1986,  as amended,  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 us 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 our 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 Market.

Description of Preferred Stock

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

     Dividends and  Distributions.  The Preferred Stock has the right to receive
dividends  or  distributions  at a rate per  share  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 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 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
Preferred  Stock shall be cumulative  from and after the date of issuance of the
Preferred  Stock,  but any  arrearage  in payment  shall not pay  interest.  The
Preferred Stock ranks junior to the 6% Voting Cumulative Preferred Stock and the
Preferred  Stock  Without  Par  Value  and on a  parity  with  the 10%  Series A
preferred  stock,  the 10%  Series B  preferred  stock and the  other  series of
Convertible  Participating  Preferred  Stock as to the payment of  dividends  or
rights on liquidation, dissolution or winding up of the Company.

     Voting Rights. The holders of shares of Preferred Stock are not 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 September 2, 1998 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 Preferred
Stock,  (ii) authorize,  adopt or approve an amendment to the Charter that would
increase or decrease  the par value or stated  value of the shares of  Preferred
Stock,  (iii)  amend,  alter or repeal the Charter so as to affect the shares of
Preferred Stock adversely or (iv) effect the voluntary liquidation,  dissolution
or  winding up of the  Company,  however,  no  separate  vote of the  holders of
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 Preferred  Stock may not be redeemed and are not
subject  to  redemption,  whether  at the  option of the  Company  or any holder
thereof.

     Company  Acquired   Shares.   Any  shares  of  Preferred  Stock  converted,
exchanged,  redeemed,  purchased or otherwise  acquired by the Company  shall be
retired and  cancelled  promptly  after  acquisition.  The  cancelled  shares of
Preferred Stock shall become authorized but unissued shares of Class A Preferred
Stock,  which may (upon filing of an appropriate  certificate  with the New York
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  Preferred  Stock  unless all shares of
Preferred  Stock issued on  September  2, 1998 have  already  been  converted or
exchanged.

     Conversion.  Subject to certain limitations  discussed below, any holder of
Preferred Stock shall have the right, at its option, at any time, to convert any
or all of the holder's  shares of 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  Conversion  Shares,  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,  all  unpaid
dividends  declared (whether or not currently payable) on the 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 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  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  Preferred  Stock is  outstanding,  make a purchase by the
Company of the Common Stock effected while any of the shares of 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 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 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.

Description of Other Preferred Stocks

     No dividends or other  distributions are payable on our common stock unless
dividends or  distributions  are first paid on the preferred stock. In the event
of our liquidation or dissolution, the outstanding shares of preferred stock and
convertible  participating  preferred  stock (see "Risk  Factors-- The Preferred
Stock and other  classes of our  preferred  stock have priority over the Class A
Common Stock in the event of liquidation or  dissolution.")  would have priority
over the common  stock in the  distribution  of our  remaining  assets.  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.  The  convertible
participating  preferred stock, including the Preferred Stock, is convertible on
a share-for-share basis into shares of Class A Common Stock.

Restrictions on Hostile Acquisitions of Our  Company--Certain  Provisions of Our
Certificate of Incorporation and Bylaws

     In addition  to the  restrictions  imposed by the "Class A special  rights"
provisions, the Charter contains two super-majority voting provisions. Paragraph
5 of the Charter  provides that the affirmative vote of two-thirds of the shares
present and  entitled to vote at the meeting is  necessary  to amend our Bylaws.
Paragraph 6 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
the shareholders  receiving and accepting hostile takeover bids, mergers,  proxy
contests,  removal of current management,  removal of directors or other changes
in control.

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

     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 may make it difficult for a change in
our control."

Shareholders Agreement

     In connection with the 1998 issuance of the Preferred Stock, we and certain
of our substantial  shareholders  agreed that they would facilitate the election
of two  nominees  of the  Marks  Investor  Group  to our  nine-person  Board  of
Directors,  that the Marks Investor Group would have at least 22% representation
on  committees  of the Board and that  certain  major  corporate  actions  would
require unanimous approval of the Board of Directors.

Agreements Restricting Change in Control

     The Alliance  Agreement and certain  significant  agreements between us and
our  lenders  provide  for  penalties  in the event of our  change of control as
defined in the respective agreements.


                                  LEGAL MATTERS

     The legality of the  securities  and certain  other legal matters have been
passed upon for us by Jaeckle Fleischmann & Mugel, LLP, Buffalo, New York.


                                     EXPERTS

     The  consolidated   financial   statements  and  the  related  consolidated
financial  statement  schedule as of March 31, 2004 and for the year then ended,
incorporated in this prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended March 31,  2004 have been  audited by Ernst & Young
LLP, independent  registered public accounting firm, as stated in their reports,
which are  incorporated  herein by reference,  and have been so  incorporated in
reliance upon the reports of such firm given upon their  authority as experts in
accounting and auditing.

     The  consolidated  financial  statements  as of March 31,  2003 and for the
years  ended March 31, 2003 and 2002,  and the  related  consolidated  financial
statement schedules for years ended March 31, 2003 and 2002 incorporated in this
prospectus by reference  from the  Company's  Annual Report on Form 10-K for the
year ended  March 31,  2004 have been  audited  by  Deloitte  & Touche  LLP,  an
independent registered public accounting firm, as stated in their reports, which
are incorporated herein by reference,  and have been so incorporated in reliance
upon the  reports  of such  firm  given  upon  their  authority  as  experts  in
accounting and auditing.








                                      II-6
                                     PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.

     The following table sets forth the various  expenses in connection with the
issuance and  distribution of the securities.  The selling  shareholder  will be
responsible for the payment of these  expenses.  All amounts shown are estimated
except the Securities and Exchange Commission registration fee.

       Filing and Registration Fees...............................$  1,464.00
       Legal Fees and Expenses......................................15,000.00
       Accounting Fees and Expenses.................................36,000.00
       Miscellaneous Expenses..........................................536.00

                         Total                                     $53,000.00

Item 15.  Indemnification of Directors and Officers.

     Our  Charter  provides  that we are  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.  We are 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 our Bylaws, as amended (the "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, 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.

Item 16.  Exhibits.

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

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

3.2      Certificate of Amendment to the Company's Restated Certificate of 
         Incorporation,  as amended  (incorporated by reference to Exhibit 3.2
         to the Company's Form 10-Q/A filed August 1995 for the quarter ended
         July 1, 1995)

3.3      Certificate of Amendment to the Company's Restated Certificate
         of Incorporation, as amended (incorporated by reference to
         Exhibit 3 to the Company's Form 10-K for the fiscal year ended
         March 31, 1996)

3.3      Certificate of Amendment to the Company's Restated Certificate
         of Incorporation, as amended (incorporated by reference to
         Exhibit 3(i) to the Company's Current Report on Form 8-K dated
         September 17, 1998)

3.4      Certificate of Amendment to the Company's Restated Certificate
         of Incorporation, as amended (incorporated by reference to
         Exhibit 3 to the Company's Current Report on Form 8-K dated
         June 10, 2003)

3.5      Certificate of Amendment to the Company's Restated Certificate
         of Incorporation, as amended (incorporated by reference to
         Exhibit 3 to the Company's Current Report on Form 8-K dated
         June 18, 2004)

3.6      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)

5        Opinion of Jaeckle Fleischmann & Mugel, LLP regarding legality of 
         securities being registered (filed herewith)

12       Statement  Regarding the  Computations of the Ratio of Earnings to 
         Combined Fixed Charges and Preferred Stock Dividends (filed herewith)

23.1     Consent of Ernst & Young LLP (filed herewith)

23.2     Consent of Deloitte & Touche LLP (filed herewith)

23.3     Consent of Jaeckle Fleischmann & Mugel, LLP (incorporated by reference
         to Exhibit 5 above)

24       Powers of Attorney (include on signature page)

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  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 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.

               (b)  The  undersigned  Registrant  hereby  undertakes  that,  for
          purposes of determining  any liability  under the Securities Act, each
          filing of the Registrant's  annual report pursuant to Section 13(a) or
          Section  15(d)  of  the  Securities  Exchange  Act  of  1934  that  is
          incorporated  by  reference  in the  Registration  Statement  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.

               (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.


                        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-3 and has duly caused this  amendment  to the
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the town of Marion, state of New York, on December 3, 2004.

                                    SENECA FOODS CORPORATION


                                    By: /s/Philip G. Paras
                                        ------------------
                                        Philip G. Paras
                                        Chief Financial Officer

                               POWERS OF ATTORNEY

     KNOW ALL BY THESE PRESENTS,  that each person whose signature appears below
hereby  constitutes  and  appoints  each of Arthur S. Wolcott or Kraig H. Kayser
his/her  true and lawful  attorney-in-fact  and  agent,  each with full power of
substitution  and revocation,  for him/her and in his/her name, place and stead,
in  any  and  all  capacities,   to  sign  any  and  all  amendments  (including
post-effective  amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
Securities  and Exchange  Commission,  granting unto each  attorney-in-fact  and
agent,  full power and  authority  to do and perform each such and every act and
thing  requisite  and necessary to be done, as fully to all intents and purposes
as such person might or could do in person,  hereby ratifying and confirming all
that said  attorney-in-fact and agent or his/her substitute or substitutes,  may
lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement and the foregoing Powers of Attorney have been signed by
the following  persons in the  capacities and on the date  indicated.  



     Signature                                                     Title                         Date
     ---------                                                     -----                         ----
                                                                                        

/s/ Arthur S. Wolcott 
---------------------
Arthur S. Wolcott                                       Chairman and Director              December 3, 2004

/s/ Kraig H. Kayser                                     President, Chief Executive
--------------------
Kraig H. Kayser                                         Officer and Director               December 3, 2004

/s/ Philip G. Paras
--------------------
Philip G. Paras                                         Chief Financial Officer            December 3, 2004

/s/ Jeffrey L. Van Riper 
------------------------
Jeffrey L. Van Riper                                    Controller and Secretary           December 3, 2004

/s/ Arthur H. Baer 
--------------------
Arthur H. Baer                                          Director                           December 3, 2004

/s/ Andrew M. Boas 
--------------------
Andrew M. Boas                                          Director                           December 3, 2004

/s/ Robert T. Brady 
--------------------
Robert T. Brady                                         Director                           December 3, 2004

/s/ Douglas F. Brush 
--------------------
Douglas F. Brush                                        Director                           December 3, 2004

/s/ G. Brymer Humphreys 
-----------------------
G. Brymer Humphreys                                     Director                           December 3, 2004

/s/ Thomas Paulson 
--------------------
Thomas Paulson                                          Director                           December 3, 2004

/s/Susan W. Stuart
--------------------
Susan W. Stuart                                         Director                           December 3, 2004