8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    Form 8-K


                 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                Date of Report (Date of earliest event reported)
                          March 7, 2003 (March 6, 2003)

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

                   New York                0-1989        16-0733425
                   --------                ------        ----------
         (State or other jurisdiction of (Commission (I. R. S. Employer
         incorporation or organization) File Number) Identification No.)

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


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


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





                                    Form 8-K

                            Seneca Foods Corporation


Item 7. Financial Statements and Exhibits

The Press Release announcing that a definitive agreement was signed with
Chiquita Brands International, Inc. to buy its vegetable canning subsidiary
Chiquita Processed Foods, L.L.C. is attached hereto as Exhibit 20 with respect
to Item 9.

Item 9. Regulation FD Disclosure

On March 6, 2003, the announcement was made (Exhibit 20 hereto) that the
Registrant entered into a definitive agreement to buy Chiquita Processed Foods,
L.L.C., the vegetable canning subsidiary of Chiquita Brands International, Inc.







                                   SIGNATURES

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

                                            Seneca Foods Corporation
                                                   (Registrant)

                                            /s/Kraig H. Kayser
                                               -----------------------
March 7, 2003                                  Kraig H. Kayser
                                               President and
                                               Chief Executive Officer

EX-20

                                   Exhibit 20









Contacts:
News Media:       Michael Mitchell, 513-784-8959, mmitchell@chiquita.com
Investors:        James Riley, 513-784-6307, jriley@chiquita.com, or
                  Monique Wise, 513-784-8935, mwise@chiquita.com


                      CHIQUITA BRANDS INTERNATIONAL TO SELL
                           PROCESSED FOODS SUBSIDIARY

       Chiquita Sharpens Strategic Focus on Core Business and Reduces Debt

         CINCINNATI - March 6, 2003 - Chiquita Brands International, Inc. (NYSE:
CQB) and Seneca Foods Corp. (NASDAQ: SENEA; SENEB) announced today that they
have signed a definitive agreement for Chiquita to sell all of the equity
interests in its vegetable canning subsidiary, Chiquita Processed Foods, L.L.C.
(CPF), to Seneca for approximately $125 million in cash and stock, plus the
assumption of debt. Separately, Seneca announced that it has signed a memorandum
of understanding for Lakeside Foods, Inc. to purchase four CPF facilities in the
Midwest from Seneca.
         "The sale of CPF will be a major milestone in the strategic plan
announced to investors in September 2002," said Cyrus Freidheim, Chiquita's
chairman and chief executive officer. "This transaction will allow us to
significantly reduce our debt and to sharpen our focus on delivering the cost
savings and operational improvements we have targeted in our core fresh produce
business."
         The purchase price paid to Chiquita will consist of $110 million in
cash and approximately 968,000 shares of Seneca preferred stock that will be
convertible into an equal number of shares of Seneca series A common stock,
which closed on the NASDAQ at $16.47 per share on March 6, 2003. Seneca will
also assume CPF's debt, which amounted to $81 million at Dec. 31, 2002. Chiquita
will use the cash proceeds primarily to reduce debt. The transaction is subject
to certain conditions, including regulatory approval.

                                    - more -






Chiquita Brands International
Sale of Chiquita Processed Foods
Page 2 of 2


         Chiquita Processed Foods, which operates 12 U.S. processing plants in
the upper Midwest and West, had sales and operating income of $404 million and
$8 million, respectively, in 2002 and $417 million and $9 million, respectively,
in 2001. CPF grew out of a series of five acquisitions the company completed
from 1992 to 1999. Chiquita anticipates that it will realize a gain of
approximately $10 million on the transaction.
         Under its memorandum of understanding with Seneca, Lakeside will
purchase from Seneca certain of the CPF assets acquired from Chiquita, including
plants in New Richmond and Eden, Wis., and Owatonna, Minn. Lakeside will also
acquire a CPF distribution center in Poynette, Wis., and CPF's share of a
sauerkraut joint venture plant at the same location.
         "Seneca is pleased with its proposed acquisition, given our strategy of
focusing on canned foods processing," said Kraig Kayser, Seneca's president and
chief executive officer. "This acquisition will make us more efficient and
better able to serve our customers. In addition, we intend to keep open four
facilities that CPF had announced it was closing."
         Douglas Quick, Lakeside's president and chief executive officer, said,
"We are pleased with the opportunity that our proposed asset purchase provides
us to serve the rapidly changing retail and food service industry. It will be
good for current and future Lakeside customers."
         Chiquita Brands International is a leading international marketer,
producer and distributor of high-quality fresh and processed foods. The
company's Chiquita Fresh division is one of the largest banana producers in the
world and a major supplier of bananas in North America and Europe. Sold
primarily under the premium Chiquita(R) brand, the company also distributes and
markets a variety of other fresh fruits and vegetables. Additional information
is available at www.chiquita.com.


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