Form 10-Q/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

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

For the Quarter Ended July 1, 1995 Commission File Number 0-1989

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

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


1162 Pittsford-Victor Road, Pittsford, New York 14534
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code 716/385-9500

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

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

Yes X No

The number of shares outstanding of each of the issuer's classes of common stock at the latest practical date are:

Class Shares Outstanding at July 31, 1995

Common Stock, $.25 Par 2,796,555


Item 6. Exhibits and Reports on Form 8-K

(a) Exhibit 3.1 - (3.1) Restated Certificate of Incorporation, as Amended dated August 5, 1995 is attached as Exhibit 3.1.

(b) Exhibit 3.2 - (3.2) Certificate of Amendment of the Certificate of Incorporation is attached as Exhibit 3.2.

(c) Exhibit 3.3 - (3.3) By-Laws of Seneca Foods Corporation is attached as Exhibit 3.3.

(d) Exhibit 4 - (4) For instruments defining rights of security holders including indentures refer to Item 6(a) above and Exhibits 3.1 to 3.3.

(e) Exhibit 11 - (11) Computation of earnings per share

(f) Exhibit 27 - (27) Financial Data Schedules

(g) Reports on Form 8-K - None during the quarter.


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
                                                      _______________________
August 18, 1995                                       Kraig H. Kayser
                                                      President and
                                                      Chief Executive Officer


                                                      /s/Jeffrey L. Van Riper
                                                      _______________________
August 18, 1995                                       Jeffrey L. Van Riper
                                                      Controller and
                                                      Chief Accounting Officer


EXHIBIT 3.1

RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED

OF

SENECA FOODS CORPORATION

The following is a composite copy of the Restated Certificate of Incorporation, as amended, of Seneca Foods Corporation, which was prepared for the purpose of filing as an Exhibit with the Securities and Exchange Commission:


RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED
OF
SENECA FOODS CORPORATION


- 34 -

The name of the Corporation is SENECA FOODS

CORPORATION.

The purposes for which it is formed are:

To buy, sell, trade, acquire and otherwise deal in grapes, all other fruits, vegetables and all other farm products, meats, poultry and all other produce or products suitable for human or animal consumption; to press, cook, evaporate, concentrate and by any and all other processes to remove, extract or break down the contents thereof; to bottle, freeze, can, pack, box, preserve or otherwise prepare, render, manufacture part or all the contents thereof; to prepare and manufacture grape juice and other fruit juices, extracts, jellies and all other fruit products, vegetable products, meat products and farm products, soft drinks, extracts and all other types of products manufactured wholly or partly from such items; to sell, distribute at wholesale or retail, in bulk or otherwise, all products so manufactured and their by-products, to warehouse or contract to warehouse any of the products so prepared.

To own, acquire, lease, rent or otherwise obtain and maintain factories, machinery, refrigeration equipment, presses and all other forms of machinery suitable and useful for the preparation thereof.

To maintain warehouses, storage facilities, refrigeration units and generally cold storage facilities for the purposes hereof.

To buy, sell, manufacture and deal in ice; to maintain refrigerators for frozen products and to conduct in general a cold storage business; to lease or rent cold storage facilities to others.

To own, rent, lease and operate farm lands from which to produce and raise such aforementioned items; to sell, furnish and supply farmers, breeders and producers with seeds, plants, feed and other equipment and facilities to plant, grow or raise such items.

To buy, sell, acquire and otherwise deal in and trade in futures for the purpose of acquiring the necessary fruits, vegetables, meats and products to conduct such business.

To purchase, acquire, manufacture, hold, improve, sell, let and lease real and personal property of all kinds, including but not limited to lands, leaseholds, shares of stock, mortgages, bonds, debentures or other securities, xmerchandise, notes, certificates of indebtedness, book debts, claims, copyrights, trademarks, trade names, brands, labels, patents, patent rights, franchises, licenses, grants, concessions, good will and any interest in real or personal property of every class and description.

To acquire, and pay for in cash, stock or bonds of this Corporation or otherwise, the good will, stock in trade, franchises, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation engaged in the same or similar business.

To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage, or otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trademarks and trade names, relating to or useful in connection with any business of this Corporation.

To purchase, hold, use, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock of, or any bonds, securities or evidences of indebtedness created by any other corporation or corporations organized under the laws of this state or any other state, country, nation or government and while the owner thereof to exercise all the rights, powers and privileges of ownership.

To borrow money and to make, accept, endorse and issue promissory notes, bonds, debentures, or other obligations of this Corporation from time to time for any of the objects or purposes of the Corporation and to secure the same by mortgage, pledge, deed of trust, or otherwise.

To purchase, hold, sell and transfer the shares of its own capital stock; provided it shall not use its funds or property for the purchase of its own shares of capital stock when such use would cause any impairment of its capital stock except as otherwise permitted by law; and provided further that shares of its own capital stock belonging to it shall not be voted upon directly or indirectly.

To have one or more offices, to carry on all or any of its operations and business and without restriction or limit as to amount to purchase or otherwise dispose of real and personal property of every class and description in any of the states, districts, territories or colonies of the United States, and in any and all foreign countries, subject to the laws of such state, district, territory, colony or country.

To buy, own, operate, maintain and trade in trucks, buses, automobiles, boats, aircraft, tractors, trailers and any and all other types of vehicles, equipment and rolling stock necessary or useful in carrying out the foregoing purposes.

To employ all personnel, to enter into agency or independent contractor relationships, to designate distributors, to obtain any or all scientific skills and professional services necessary or useful in carrying out the foregoing purposes.

In general, to carry on any other similar business in connection with the foregoing, and to have and exercise all the powers conferred by the laws of New York upon corporations formed under the Business Corporation Law, and to do any or all of the things hereinbefore set forth to the same extent as natural persons might or could do.

The foregoing clauses shall be construed both as objects and powers, and it is hereby expressly provided that the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the powers of this corporation.

The Capital Stock of the Corporation shall consist of ten million (10,000,000) shares of Class A Common Stock of the par value of $0.25 each; ten million (10,000,000) shares of Class B Common Stock of the par value of $0.25 each; two hundred thousand (200,000) shares of Six Percent (6%) Voting Cumulative Preferred Stock of the par value of $0.25 each; thirty thousand (30,000) shares of Preferred Stock Without Par Value, to be issued in series by the Board of Directors, pursuant to the provisions of Article 4, Section (c) hereof, subject to the limitations prescribed by law; and four million (4,000,000) shares of Preferred Stock with $.025 par value, Class A, to be issued by the Board of Directors pursuant to the provisions of Article 4,
Section (d) hereof, subject to the limitations prescribed by law. The stated capital of the Corporation as determined pursuant to Section 506 of the Business Corporation Law shall be increased by one million one hundred eighty thousand four hundred ninety three dollars ($1,180,493) and such increase shall be allocated equally to the stated capital in respect of the Corporation's $0.25 par value Class A Common Stock and Class B Common Stock.

The designations, preferences, privileges and voting powers of the shares of each class of stock which the Corporation is authorized to issue, and the restrictions or qualifications thereof, shall be as follows:

(a) Class A Common Stock and Class B Common Stock.

(A) Provisions Applicable to Class A Common Stock and Class B Common Stock.

(i) The holders of record of Class A Common Stock and the holders of record of Class B Common Stock shall have equal rights and rank per share with respect to any and all dividends and distributions declared on the common stock of the Corporation, and no dividend or distribution shall be declared or made with respect to either Class A Common Stock or Class B Common Stock unless that dividend or distribution is declared and made with respect to both such classes; except that (subject to conversion rights of any preferred stocks) a dividend or distribution upon Class A Common Stock which will be paid in shares of common stock of the Corporation shall be declared and made only in shares of Class A Common Stock and a dividend or distribution upon Class B Common Stock which will be paid in shares of common stock of the Corporation shall be declared and made only in shares of Class B Common Stock, and if a dividend or distribution is so declared and paid in shares of one class of common stock to the holder of each share of that class, a per-share dividend or distribution in an equal number of shares of the other class of common stock shall be concurrently declared and paid to the holder of each share of such other class, so that the number of shares of Class A Common Stock paid as a dividend or distribution on a share of Class A Common Stock shall be equal to the number of shares of Class B Common Stock paid as a dividend or distribution on a share of Class B Common Stock.

(ii) In the event of any voluntary or involuntary liquidation, dissolution or any winding up of the Corporation, each share of Class A Common Stock and Class B Common Stock shall rank equally with respect to any distribution to be received by holders of common stock upon or with respect to liquidation, dissolution or winding up.

(B) Provisions Applicable to Class A Common Stock.

(i) The holders of Class A Common Stock are entitled to one-twentieth (1/20th) of one vote per share on all questions presented to the stockholders. In all elections of directors of the Corporation, each holder of Class A Common Stock shall have the right to vote in person or by proxy one-twentieth (1/20th) of one vote for each share of Class A Common Stock held by such holder for as many Persons as there are directors to be elected. No cumulative voting for directors shall be permitted.

Any provision of the Certificate of Incorporation or By-laws of the Corporation requiring the affirmative vote of a specified percentage of shares of the Corporation shall be read to give effect to the lesser voting rights of the holders of Class A Common Stock as described above; specifically, a provision that the affirmative vote of a specified percentage of the shares of the Corporation is required shall require the affirmative vote of the holders of that percentage of the aggregate voting power of the Corporation.

The holders of Class A Common Stock are entitled to vote as a separate class (i) on any proposal to amend the Corporation's Certificate of Incorporation 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 shares of Class B Common Stock and which conforms to the requirements set forth in this Article with respect to payment of dividends in stock of this Corporation upon shares of Class B Common Stock and Class A Common Stock and (ii) as required by applicable law.

(ii) 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. At such time, all of the outstanding Class A Common Stock will be converted automatically into shares of Class B Common Stock on a share-for-share basis. For purposes of this Article
4(a)(B)(ii), "outstanding" shares of Common Stock would not include shares of Class B Common Stock or shares of Class A Common Stock repurchased by the Corporation and not reissued.

(C) Provisions Applicable to Class B Common Stock.

(i) Except as provided in paragraph (C)(ii) of this Article 4(a), the holders of Class B Common Stock are entitled to one vote per share on all questions presented to the stockholders. In all elections of directors of the Corporation, each holder of Class B Common Stock shall have the right to vote in person or by proxy the number of shares of Class B Common Stock held by such holder for as many Persons as there are directors to be elected. No cumulative voting for directors shall be permitted. The holders of Class B Common Stock are entitled to vote as a separate class where required by applicable law. If any share of Class B Common Stock is ineligible to vote by reason of the limitations contained in paragraph (c)(ii) of this Article 4(a), 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.

(ii) The voting rights of holders of shares of Class B Common Stock are subject to the following restrictions: If a Person acquires more than 15% (the "15% Threshold Amount") of the outstanding Class B Common Stock after August 5, 1995 (the "Threshold Date") and does not acquire after the Threshold Date a percentage of the Class A Common Stock outstanding at least equal to the percentage of Class B Common Stock acquired by that Person after the Threshold Date in excess of the 15% Threshold Amount, such Person will not be allowed to vote shares of Class B Common Stock acquired after the Threshold Date in excess of the 15% Threshold Amount. The inability of the Person to vote the shares of Class B Common Stock in excess of the 15% Threshold Amount will continue until such time as a sufficient number of shares of Class A Common Stock have been acquired by the Person.

For purposes of calculating the 15% Threshold Amount, the following acquisitions and increases shall be 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 a repurchase of Class B Common Stock by the Corporation since the last date on which that holder acquired Class B Common Stock, (iii) acquisitions of Class B Common Stock (1) made pursuant to contracts existing prior to the Threshold Date, including the acquisition of Class B Common Stock pursuant to the conversion provisions of Class A Preferred Stock outstanding prior to the Threshold Date, (2) by bequest or inheritance, or by operation of law upon the death or incompetency of any individual and
(3) by any other transfer made without valuable consideration, in good faith and not for the purpose of circumventing the restrictions imposed by the 15% Threshold Amount. 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 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 of the following persons or entities:

(1) a person who is related to the donor by blood or marriage, or

(2) a charitable organization which is qualified under
Section 501(c)(3) as described above

shall be presumed to be made in good faith and not for purposes of circumventing the restrictions imposed by the 15% Threshold Amount.

Acquisitions of Class A Common Stock so as to preclude the effect of the voting restrictions contained in the preceding paragraph must be made for an "equitable price." For purposes of this paragraph an "equitable price" is deemed to have been paid only when the shares of Class A Common Stock 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 non-cash consideration, for any Class B Common Stock acquired within the 60-day periods preceding and following the acquisition of the Class A Common Stock or (ii) the highest closing market sale price of Class B Common Stock during the 30-day periods preceding and following the acquisition of the Class A Common Stock. The value of any non-cash consideration will be determined by the Board of Directors 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 the principal trading market for either class of Common Stock.

As used in this Article 4(a)(C)(ii):

"Person" shall include 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 the Corporation or a sale of a material amount of its assets, (b) a change in the Corporation's Board of Directors or management, including any plans or proposal to fill vacancies on the Board of Directors or change the number or term of Directors, (c) a material change in the business or corporate structure of the Corporation, or (d) any material change in the capitalization or dividend policy of the Corporation. As used in the preceding sentence, "act or agree to act in concert" shall not include acts or agreements to act by persons pursuant to their official capacities as Directors or officers of the Corporation or because they are related by blood or marriage.

Each reference to acquiring or acquisition of Class B Common Stock and Class A Common Stock shall include direct and indirect acquisitions of such stock.

(iii) The holders of Class B Common Stock shall have the right, at their option, to convert such shares into shares of Class A Common Stock at any time after the issuance thereof, on a share-per-share basis. The conversion rights in the preceding sentence shall expire upon the occurrence of the automatic conversion of all outstanding shares of Class A Common Stock into Class B Common Stock pursuant to the provisions of paragraph (B)(ii) of this Article 4(a). In order to convert shares of Class B Common Stock into shares of Class A Common Stock, the holder thereof shall surrender at the office of the Corporation the certificate or certificates therefor, duly endorsed to the Corporation or in blank, and give written notice at such office that he elects to convert such shares of Class B Common Stock which shall be deemed to have been converted as of the date (hereinafter called the "Class A Conversion Date") of the surrender of such shares for conversion as provided above, and the person or persons entitled to receive the shares of Class A Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Common Stock on such date. As soon as practicable on or after the Class A Conversion Date, the Corporation will deliver at such office a certificate or certificates for the number of shares of Class A Common Stock issuable on such conversion.

(b)Six Percent (6%) Voting Cumulative Preferred Stock.

(A) The holders of record of Six Percent (6%) Voting Cumulative Preferred Stock shall be entitled to cash dividends when and as declared by the Board of Directors at the rate of six percent (6%) of the par value per share per annum and no more, payable on the first days of January and July in each year in preference to and in priority over dividends upon the common stock and all other shares junior to the Six Percent (6%) Voting Cumulative Preferred Stock. Such cash dividends on the Six Percent (6%) Voting Cumulative Preferred Stock are to be cumulative so that, if for any year or years cash dividends at the rate of six percent (6%) per share per annum are not declared and paid or set apart for payment on such Six Percent (6%) Voting Cumulative Preferred Stock outstanding, the deficiency shall be declared and paid or set apart for payment prior to the making of any dividend or other distribution on the common stock, such cash dividends on the Six Percent (6%) Voting Cumulative Preferred Stock to accrue from the date of issue if that be a dividend date, otherwise from the dividend date next preceding the date of issue of such Six Percent (6%) Voting Cumulative Preferred Stock. Upon the payment or setting apart for payment of all dividends current and accumulated at the rate of six percent (6%) per annum upon the Six Percent (6%) Voting Cumulative Preferred Stock, the directors may declare and pay dividends in order of priority upon shares junior to the said Six Percent (6%) Voting Cumulative Preferred Stock.

(B) In the event of any voluntary or involuntary liquidation, dissolution or any winding up of the Corporation, the holders of record of the Six Percent (6%) Voting Cumulative Preferred Stock shall be entitled to be paid the full par value of such issue of Preferred Stock plus accumulated dividends thereon to the date of such liquidation, dissolution or winding up of the Corporation, whether or not the Corporation shall have a surplus or earnings available for dividends, and no more before any distribution of any assets shall be made to the holders of any class of common stock or other shares junior to the Six Percent (6%) Voting Cumulative Preferred Stock.

(C) The Corporation at its option may redeem the whole or any part, pro rata or by lot, of the Six Percent (6%) Voting Cumulative Preferred Stock outstanding at any time by paying therefor in cash one hundred percent (100%) of the par value thereof plus accumulated dividends thereon to the date fixed for such redemption by mailing notice of such redemption to the holders of such Six Percent (6%) Voting Cumulative Preferred Stock to be redeemed at their respective addresses as such addresses may appear on the stock books of the Corporation, specifying the time and place of redemption at the office of the Corporation, such notice to be mailed at least thirty (30) days and not more than sixty (60) days prior to the date specified therein for redemption.

(D) In all elections of directors of the Corporation, each holder of Six Percent (6%) Voting Cumulative Preferred Stock shall have the right to vote in person or by proxy the number of shares of Six Percent (6%) Voting Cumulative Preferred Stock held by him for as many Persons as there are directors to be elected. No cumulative voting for directors shall be permitted.

(E) A class of stock shall be deemed to be "junior to the Six Percent (6%) Voting Cumulative Preferred Stock" if the Six Percent (6%) Voting Cumulative Preferred Stock has priority over such class with respect to dividend rights or liquidation rights.

(c) Preferred Stock Without Par Value.

(A) The Board of Directors is authorized, subject to limitations prescribed by law and the provisions of this paragraph, to provide for the issuance in series of the shares of Preferred Stock Without Par Value, and by filing a certificate pursuant to the Business Corporation Law, to establish the number of shares to be included in each such series, and to fix the designation, relative rights, preferences and limitations of the shares of each such series whether or not such relative rights, preferences and limitations of such series shall be fixed as senior to, junior to, or on a parity with the relative rights, preferences and limitations of any other class of stock or series thereof, and to reclassify or alter the designation, relative rights, preferences and limitations of any authorized and unissued Preferred Stock Without Par Value whether or not such shares shall have been designated as shares of any particular series and whether or not such relative rights, preferences and limitations of such series shall be fixed as senior to, junior to, or on a parity with the relative rights, preferences and limitations of any other class of stock or series thereof. The authority of the Board with respect to each series shall include, but not be limited to, determination of the following:

(i) The number of shares constituting that series and the distinctive designation of that series;

(ii) The rate and times at which, and the terms and conditions on which, dividends, if any, on shares of such series shall be paid, the extent of the preference or relation, if any, of such dividends to the dividends payable on any other class or classes or series of the same or other classes of stock and whether such dividends shall be cumulative or non-cumulative;

(iii) Whether that series shall have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights;

(iv) Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;

(v) Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

(vi) The rights of the shares of that series in the event of voluntary or involuntary liquidation, merger, consolidation, distribution or sale of assets, dissolution or winding up of the Corporation; and

(vii) Any other relative rights, preferences and limitations of that series.

The authority of the Board of Directors with respect to each such series shall be limited by the condition that no series of the shares of any series so authorized by the Board of Directors to be issued shall rank as to the payment of dividends or rights on liquidation, dissolution or winding up of the Corporation senior to the shares of any previously authorized series or of any other class of Preferred Stock without an affirmative vote of a majority of the holders of each such series or class of stock.

(B) Dividends on outstanding shares of Preferred Stock Without Par Value shall be declared and paid, or set apart for payment, before any dividends shall be declared and paid, or set apart for payment, on any class of common stock with respect to the same dividend period. If the stated dividends on the shares of all series of Preferred Stock Without Par Value are not paid in full, the shares of all series of such class shall share ratably in the payment of dividends including accumulation, if any, in accordance with the sums which would be payable on such shares if all dividends were declared and paid in full.

(C) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of shares of each series of Preferred Stock Without Par Value then outstanding shall be entitled to receive out of the assets of the Corporation, before any distribution or payment shall be made to the holders of any class of common stock, an amount equal to the stated value of the stock plus, in respect of each share with respect to which dividends are cumulative, a sum computed at the dividend rate provided for in the Certificate of Incorporation from and after the date on which dividends on such shares became cumulative to and including the date fixed for such payment, less the aggregate of the dividends theretofore paid thereon, but computed without interest. If the amounts payable on liquidation in respect to the shares of all series of Preferred Stock Without Par Value are not paid in full, the shares of all series of such class shall share ratably in any distribution of assets other than by way of dividends in accordance with the sums which would be payable in such distribution if all sums payable were discharged in full. If such payment shall have been made in full to the holders of all shares of Preferred Stock Without Par Value on voluntary or involuntary liquidation, dissolution or winding up, the remaining assets of the Corporation shall be distributed in accordance with Section (d)(C) of this Article 4. For the purpose of this paragraph, a consolidation or merger of the Corporation with one or more other corporations shall not be deemed to be a liquidation or winding up of the Corporation.

(d) Preferred Stock With $.025 Par Value, Class A.

(A) The Board of Directors is authorized, subject to the limitations prescribed by law and the provisions of this paragraph, to provide for the issuance in series of the shares of Preferred Stock With $.025 Par Value, Class A (hereinafter called "Class A Preferred Stock"), and by filing a certificate pursuant to the Business Corporation Law, to establish the number of shares to be included in each such series, and to fix the designation, relative rights, preferences and limitations of the shares of each such series. The authority of the Board with respect to each series shall include, but not be limited to, determination of the following:

(i) The number of shares constituting that series and the distinctive designation of that series;

(ii) The rate and times at which, and the terms and conditions on which, dividends, if any, on shares of such series shall be paid, the extent of the preference or relation, if any, of such dividends to the dividends payable on any other class or classes or series of the same or other classes of stock and whether such dividends shall be cumulative or non-cumulative;

(iii) Whether that series shall have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights;

(iv) Whether that series shall have conversion privileges, and, it so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;

(v) Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

(vi) The rights of the shares of that series in the event of voluntary or involuntary liquidation, merger, consolidation, distribution or sale of assets, dissolution or winding up of the Corporation; and

(vii) Any other relative rights, preferences and limitations of that series.

The authority of the Board of Directors shall be limited by the condition that the shares of each series of Class A Preferred Stock authorized by the Board of Directors to be issued shall rank, as to the payment of dividends or rights on liquidation, dissolution or winding up of the Corporation, junior to the shares of any authorized class of Preferred Stock.

(B) Dividends on outstanding shares of Class A Preferred Stock shall be declared and paid, or set apart for payment, before any dividends shall be declared and paid, or set apart for payment, on any class of common stock with respect to the same dividend period. It the stated dividends on the shares of all series of Class A Preferred Stock are not paid in full, the shares of all series of such class shall share ratably in the payment of dividends including accumulation, if any, in accordance with the sums which would be payable on such shares if all dividends were declared and paid in full.

(C) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of shares of each series of Class A Preferred Stock then outstanding shall be entitled to receive out of the assets of the Corporation, before any distribution or payment shall be made to the holders of any class of common stock, an amount equal to the stated value of the stock plus, in respect of each share with respect to which dividends are cumulative, a sum computed at the dividend rate provided for in the Certificate of Incorporation from and after the date on which dividends on such shares became cumulative to and including the date fixed for such payment, less the aggregate of the dividends theretofore paid thereon, but computed without interest. If the amounts payable on liquidation in respect to the shares of all series of Class A Preferred Stock are not paid in full, the shares of all series of such class shall share ratably in any distribution of assets other than by way of dividends in accordance with the sums which would be payable in such distribution if all sums payable were discharged in full. If such payment shall have been made in full to the holders of all shares of Class A Preferred Stock on voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the remaining assets of the Corporation shall be distributed among the holders of each class of common stock pro rata in accordance with their respective holdings. For the purpose of this paragraph, a consolidation or merger of the Corporation with one or more other corporations shall not be deemed to be a liquidation or winding up of the Corporation.

(D) First Series of Class A Preferred Stock. The first series of 1,000,000 shares of Class A Preferred Stock shall be designated Ten Percent (10%) Cumulative Convertible Voting Preferred Stock3/4Series A, $0.25 stated value (hereinafter called "10% Voting Preferred Stock"), and shall have the following rights, preferences and limitations:

(i) Dividends. The holders of the 10% Voting Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors, but only out of surplus legally available for the payment of dividends, cumulative cash dividends at the rate of $.025 per share per annum, and no more, payable on the first days of January and July, commencing January l, 1984. Such dividends shall be payable after all past and current dividends on the Six Percent (6%) Voting Cumulative Preferred Stock and the Preferred Stock Without Par Value have been declared and paid, or a sum sufficient therefor has been set aside for that purpose, and before any dividends (other than a stock dividend in shares of the same class of stock) on any class of common stock shall be paid or set apart for payment or any shares of such stock shall be acquired for consideration. Dividends shall be cumulative from and after the date of issue of such shares, but any arrearages in payment shall not bear interest.

(ii) Redemption. Provided that dividends on the Six Percent (6%) Voting Cumulative Preferred Stock and the Preferred Stock Without Par Value have been paid or a sum set aside for payment, the Corporation, at the option of the Board of Directors, may redeem all or any part of the 10% Voting Preferred Stock at any time outstanding, at any time or from time to time, upon notice duly given as hereinafter provided for an amount in respect of each share to be redeemed equal to the sum of $0.25 and an amount computed at the annual rate of $.025 per annum per share from and after the date on which dividends on such share became cumulative to and including the date fixed for such redemption, less the aggregate of the dividends theretofore and on such redemption date paid, but computed without interest.

Notice of every such redemption of 10% Voting Preferred Stock shall be mailed at least thirty (30) days prior to the date fixed for such redemption to the holders of record of shares so to be redeemed at their respective addresses as the same shall appear on the books of the Corporation. In case of redemption of a part only of the 10% Voting Preferred Stock at the time outstanding, the shares to be redeemed shall be selected in such manner as the Board of Directors may determine, whether by lot or by pro rata redemption or by selection of particular shares, and the proceedings and actions of the Board of Directors in this connection shall not be subject to attack except for fraud.

(iii) Voting. The holders of 10% Voting Preferred Stock shall be entitled to one vote for each share of such stock on all questions presented to the stockholders of the Corporation.

(iv) Conversion. The holders of 10% Voting Preferred Stock shall have the right, at their option, to convert such shares into shares of common stock, $0.25 par value, at any time after the issuance thereof, on and subject to the following terms and conditions:

(a) The 10% Voting Preferred Stock shall be convertible, at the office of the Corporation or at such other office or offices, if any, as the Board of Directors may designate, into fully paid and non-assessable shares of Class A Common Stock and Class B Common Stock (calculated as to each conversion to the nearest 1/10 of a share) at the conversion rate, determined as hereinafter provided, in effect at the time of conversion. The conversion rate shall be one (l) share of Class A Common Stock and one (1) share of Class B Common Stock for every twenty (20) shares of 10% Voting Preferred Stock. In case the Corporation shall at any time subdivide its outstanding shares of common stock into a greater number of shares or shall pay in shares of common stock a dividend on then outstanding shares of common stock, the number of shares of common stock into which the 10% Voting Preferred Stock is convertible shall be proportionately increased and, conversely, in case the Corporation shall at any time combine its outstanding shares of common stock into a smaller number of shares, the number of shares of common stock into which the 10% Voting Preferred Stock is convertible shall be proportionately reduced. If any capital reorganization or reclassification of the capital stock of the Corporation, or any consolidation or merger of the Corporation with another corporation, shall be effected, the holder of 10% Voting Preferred Stock shall thereafter be entitled upon the exercise of conversion rights to receive the number and kind of shares of stock, securities or assets which the holder would have been entitled to receive in connection with such reorganization, recapitalization, merger or consolidation if he had been a holder of the number of shares of common stock of the Corporation issuable upon the conversion of his 10% Voting Preferred Stock immediately prior to the time such reorganization, recapitalization, merger, or consolidation became effective. No adjustment shall be made upon any conversion on account of any dividends accrued on the shares of 10% Voting Preferred Stock surrendered for conversion or on account of any dividend on the shares of common stock issued on such conversion.

(b) In order to convert shares of 10% Voting Preferred Stock into shares of common stock, the holder thereof shall surrender at the office of the Corporation the certificate or certificates therefor, duly endorsed to the Corporation or in blank, and give written notice at such office that he elects to convert such shares of 10% Voting Preferred Stock which shall be deemed to have been converted as of the date
(hereinafter called the "Conversion Date") of the surrender of such shares for conversion as provided above, and the person or persons entitled to receive the shares of common stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such common stock on such date. As soon as practicable on or after the Conversion Date, the Corporation will deliver at such office a certificate or certificates for the number of full shares of common stock issuable on such conversion, together with cash in lieu of any fraction of a share, as hereinafter provided, to the persons entitled to receive the same. In case shares of 10% Voting Preferred Stock are called for redemption, the right to convert such shares shall cease and terminate at the close of business on the date fixed for redemption, unless default shall have been made in the payment of the redemption price.

(c) No fractional shares of common stock shall be issued upon conversion, but the Corporation shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable, in an amount equal to the same fraction of the market price per share of common stock at the close of business on the Conversion Date. The market price per share shall be, (i) if traded on the over-the-counter market, the mean between the closing bid and asked quotations, or (ii) if traded on a national securities exchange, the closing sale price, or (iii) if traded on both the over-the-counter market and an exchange, the mean between the prices determined in accordance with clauses (i) and (ii) of this sentence.

(E) Second Series of Class A Preferred Stock. The second series of 400,000 shares of Class A Preferred Stock shall be designated Ten Percent (10%) Cumulative Convertible Voting Preferred Stock3/4Series B, $0.25 stated value (hereinafter called "Series B Preferred Stock"), and shall have the following rights, preferences and limitations:

(i) Dividends. The holders of the Series B Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors, but only out of surplus legally available for the payment of dividends, cumulative cash dividends at the rate of $.025 per share per annum, and no more, payable on the first days of January and July, commencing July 1, 1985. Such dividends shall be payable after all past and current dividends on the Six Percent (6%) Voting Cumulative Preferred Stock and the Preferred Stock Without Par Value have been declared and paid, or a sum sufficient therefor has been set aside for that purpose, and before any dividends (other than a stock dividend in shares of the same class of stock) on any class of common stock shall be paid or set apart for payment or any shares of such stock shall be acquired for consideration. Dividends shall be cumulative from and after the date of issue of such shares, but any arrearages in payment shall not bear interest.

(ii) Redemption. Provided that dividends on the Six Percent (6%) Voting Cumulative Preferred Stock and the Preferred Stock without Par Value have been paid or a sum set aside for payment, the Corporation, at the option of the Board of Directors, may redeem all or any part of the Series B Preferred Stock at any time outstanding, at any time or from time to time, upon notice duly given as hereinafter provided for an amount in respect of each share to be redeemed equal to the sum of $0.25; and an amount computed at the annual rate of $.025 per annum per share from and after the date on which dividends on such share became cumulative to and including the date fixed for such redemption, less the aggregate of the dividends theretofore and on such redemption date paid, but computed without interest.

Notice of every such redemption of Series B Preferred Stock shall be mailed at least thirty (30) days prior to the date fixed for such redemption to the holders of record of shares so to be redeemed at their respective addresses as the same shall appear on the books of the Corporation. In case of redemption of a part only of the Series B Preferred Stock at the time outstanding, the shares to be redeemed shall be selected in such manner as the Board of Directors may determine, whether by lot or by pro rata redemption or by selection of particular shares, and the proceedings and actions of the Board of Directors in this connection shall not be subject to attack except for fraud.

(iii) Voting. The holders of Series B Preferred Stock shall be entitled to one vote for each share of such stock in all questions presented to the stockholders of the Corporation.

(iv) Conversion. The holders of Series B Preferred Stock shall have the right, at their option, to convert such shares into shares of common stock, $0.25 par value, at any time after the issuance thereof, on and subject to the following terms and conditions:

(a) The Series B Preferred Stock shall be convertible, at the office of the Corporation or at such other office or offices, if any, as the Board of Directors may designate, into fully paid and non-assessable shares of Class A Common Stock and Class B Common Stock (calculated as to each conversion to the nearest 1/10 of a share) at the conversion rate, determined as hereinafter provided, in effect at the time of conversion. The conversion rate shall be one (1) share of Class A Common Stock and one (1) share of Class B Common Stock for every thirty (30) shares of Series B Preferred Stock. In case the Corporation shall at any time subdivide its outstanding shares of common stock into a greater number of shares or shall pay in shares of common stock a dividend on then outstanding shares of common stock, the number of shares of common stock into which the Series B Preferred Stock is convertible shall be proportionately increased and, conversely, in case the Corporation shall at any time combine its outstanding shares of common stock into a smaller number of shares, the number of shares of common stock into which the Series B Preferred Stock is convertible shall be proportionately reduced. If any capital reorganization or reclassification of the capital stock of the Corporation, or any consolidation or merger of the Corporation with another corporation, shall be effected, the holder of Series B Preferred Stock shall thereafter be entitled upon the exercise of conversion rights to receive the number and kind of shares of stock, securities or assets which the holder would have been entitled to receive in connection with such reorganization, recapitalization, merger or consolidation if he had been a holder of the number of shares of common stock of the Corporation issuable upon the conversion of his Series B Preferred Stock immediately prior to the time such reorganization, recapitalization, merger, or consolidation became effective. No adjustment shall be made upon any conversion on account of any dividends accrued on the shares of Series B Preferred Stock surrendered for conversion or on account of any dividend on the shares of common stock issued on such conversion.

(b) In order to convert shares of Series B Preferred Stock into shares of common stock, the holder thereof shall surrender at the office of the Corporation the certificate or certificates therefor, duly endorsed to the Corporation or in blank, and give written notice at such office that he elects to convert such shares of Series B Preferred Stock which shall be deemed to have been converted as of the date
(hereinafter called the "Conversion Date") of the surrender of such shares for conversion as provided above, and the person or persons entitled to receive the shares of common stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such common stock on such date. As soon as practicable on or after the Conversion Date, the Corporation will deliver at such office a certificate or certificates for the number of full shares of common stock issuable on such conversion, together with cash in lieu of any fraction of a share, as hereinafter provided, to the persons entitled to receive the same. In case shares of Series B Preferred Stock are called for redemption, the right to convert such shares shall cease and terminate at the close of business on the date fixed for redemption, unless default shall have been made in the payment of the redemption price.

(c) No fractional shares of common stock shall be issued upon conversion, but the Corporation shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable, in an amount equal to the same fraction of the market price per share of common stock at the close of business on the Conversion Date. The market price per share shall be, (i) if traded on the over-the-counter market, the mean between the closing bid and asked quotations, or (ii) if traded on a national securities exchange, the closing sale price, or (iii) if traded on both the over-the-counter market and an exchange, the mean between the prices determined in accordance with clauses (i) and (ii) of this sentence.

(e) Provisions Generally Applicable to Capital Stock.

(A) No holder of shares of the Capital Stock of any class of the Corporation shall have any preemptive or preferential right of subscription to any shares of any class of stock of the Corporation, whether now or hereafter authorized, or to any obligations convertible into stock of the Corporation, issued or sold, nor any right of subscription to any thereof other than such, if any, as the Board of Directors, in its discretion, may from time to time determine and at such price as the Board of Directors may, from time to time, fix; and any shares of stock or convertible obligations which the Corporation may determine to offer for subscription to the holders of stock may, as the Board of Directors shall determine, be offered to holders of any class or classes of stock exclusively or to holders of all classes of stock, and if offered to more than one class of stock, in such proportions as between the said classes of stock as the Board of Directors in its discretion may determine.

As used in this Section (e) the expression "convertible obligations" shall include any notes, bonds or other evidences of indebtedness to which are attached or with which are issued warrants or other rights to purchase stock of the Corporation of any class or classes; and the Board of Directors is hereby expressly authorized, in its discretion, in connection with the issue of any obligations or stock of the Corporation (but without intending hereby to limit its general power as to do in any other cases) to grant rights or options to purchase stock of the Corporation of any class upon such terms and during such periods as the Board of Directors shall determine, and to cause such rights or options to be evidenced by such warrants or other instruments as it may deem advisable.

(B) The Board of Directors may authorize the purchase of shares of Class A Common Stock or Class B Common Stock or any other class of stock or any combination of classes without regard to differences among the classes in price or other terms upon which such shares may be purchased.

I The By-Laws of the Corporation may be amended at a meeting of stockholders by the affirmative vote of the holders of two-thirds (2/3) of the shares present and entitled to vote at the meeting.
II Any Director may be removed either with or without cause at any time by a vote of the stockholders holding two-thirds (2/3) of the stock then issued and outstanding and which was entitled to vote for the election of the directors sought to be removed at any Special Meeting called for that purpose.
III The office of the Corporation shall be located in the Village of Pittsford, County of Monroe, New York, and the address to which the Secretary of State shall mail a copy of process in any action or proceeding against the Corporation that may be served upon the Secretary of State is 1162 Pittsford-Victor Road, Pittsford, New York 14534.

IV The Secretary of State of the State of New York is hereby designated as the agent of the Corporation upon whom process in any action or proceeding against it may be served.
V Each and every director or officer of this Corporation, including a person who has been a director or officer and whose term of office has expired, shall be indemnified by the Corporation against any and all expenses actually and necessarily incurred by him in connection with the defense of any action, suit or proceeding in which he is made a party by reason of his being or having been a director or officer of this Corporation except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for neglect or misconduct in the performance of his duties as such director or officer, and such right of indemnification shall not be deemed exclusive or any other rights to which he might be entitled. IN WITNESS WHEREOF, this Certificate has been executed this day of August 1995 and we affirm the statements contained therein are true under penalties of perjury.

                                                 /s/ Kraig H. Kayser
                                                 Kraig H. Kayser, President


                                                 /s/ Jeffrey L. Van Riper
                                                 Jeffrey L. Van Riper, Secretary
(SEAL)


Exhibit 3.2

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

SENECA FOODS CORPORATION

Under Section 805 of the Business Corporation Law


We, the undersigned, being the President and Secretary of SENECA FOODS CORPORATION, do hereby certify as follows:

FIRST: The name of the Corporation is SENECA FOODS CORPORATION. The name under which the Corporation was formed is SENECA GRAPE JUICE CORPORATION.

SECOND: The certificate of incorporation of the Corporation was filed by the Department of State on August 17, 1949.

THIRD: The certificate of incorporation of the Corporation is hereby amended to:
(a) Authorize a new class of ten million (10,000,000) shares of Common Stock of the par value of $0.25 to be designated Class A Common Stock;
(b) Reclassify the existing class of Common Stock as Class B Common Stock; (c) Establish the express terms of the Class A Common Stock and the Class B Common Stock. To accomplish this, Articles 3 and 4 of the Certificate of Incorporation, are hereby amended to read in their entirety as follows:
3. The Capital Stock of the Corporation shall consist of ten million (10,000,000) shares of Class A Common Stock of the par value of $0.25 each; ten million (10,000,000) shares of Class B Common Stock of the par value of $0.25 each; two hundred thousand (200,000) shares of Six Percent (6%) Voting Cumulative Preferred Stock of the par value of $0.25 each; thirty thousand (30,000) shares of Preferred Stock Without Par Value, to be issued in series by the Board of Directors, pursuant to the provisions of Article 4, Section (c) hereof, subject to the limitations prescribed by law; and four million (4,000,000) shares of Preferred Stock with $.025 par value, Class A, to be issued by the Board of Directors pursuant to the provisions of Article 4, Section (d) hereof, subject to the limitations prescribed by law. The stated capital of the Corporation as determined pursuant to Section 506 of the Business Corporation Law shall be increased by one million one hundred eighty thousand four hundred ninety three dollars ($1,180,493) and such increase shall be allocated equally to the stated capital in respect of the Corporation's $0.25 par value Class A Common Stock and Class B Common Stock.

4. The designations, preferences, privileges and voting powers of the shares of each class of stock which the Corporation is authorized to issue, and the restrictions or qualifications thereof, shall be as follows:

(a) Class A Common Stock and Class B Common Stock.

(A) Provisions Applicable to Class A Common Stock and Class B Common Stock.

(i) The holders of record of Class A Common Stock and the holders of record of Class B Common Stock shall have equal rights and rank per share with respect to any and all dividends and distributions declared on the common stock of the Corporation, and no dividend or distribution shall be declared or made with respect to either Class A Common Stock or Class B Common Stock unless that dividend or distribution is declared and made with respect to both such classes; except that (subject to conversion rights of any preferred stocks) a dividend or distribution upon Class A Common Stock which will be paid in shares of common stock of the Corporation shall be declared and made only in shares of Class A Common Stock and a dividend or distribution upon Class B Common Stock which will be paid in shares of common stock of the Corporation shall be declared and made only in shares of Class B Common Stock, and if a dividend or distribution is so declared and paid in shares of one class of common stock to the holder of each share of that class, a per-share dividend or distribution in an equal number of shares of the other class of common stock shall be concurrently declared and paid to the holder of each share of such other class, so that the number of shares of Class A Common Stock paid as a dividend or distribution on a share of Class A Common Stock shall be equal to the number of shares of Class B Common Stock paid as a dividend or distribution on a share of Class B Common Stock.

(ii) In the event of any voluntary or involuntary liquidation, dissolution or any winding up of the Corporation, each share of Class A Common Stock and Class B Common Stock shall rank equally with respect to any distribution to be received by holders of common stock upon or with respect to liquidation, dissolution or winding up.

(B) Provisions Applicable to Class A Common Stock.

(i) The holders of Class A Common Stock are entitled to one-twentieth (1/20th) of one vote per share on all questions presented to the stockholders. In all elections of directors of the Corporation, each holder of Class A Common Stock shall have the right to vote in person or by proxy one-twentieth (1/20th) of one vote for each share of Class A Common Stock held by such holder for as many Persons as there are directors to be elected. No cumulative voting for directors shall be permitted.

Any provision of the Certificate of Incorporation or By-laws of the Corporation requiring the affirmative vote of a specified percentage of shares of the Corporation shall be read to give effect to the lesser voting rights of the holders of Class A Common Stock as described above; specifically, a provision that the affirmative vote of a specified percentage of the shares of the Corporation is required shall require the affirmative vote of the holders of that percentage of the aggregate voting power of the Corporation.

The holders of Class A Common Stock are entitled to vote as a separate class (i) on any proposal to amend the Corporation's Certificate of Incorporation 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 shares of Class B Common Stock and which conforms to the requirements set forth in this Article with respect to payment of dividends in stock of this Corporation upon shares of Class B Common Stock and Class A Common Stock and (ii) as required by applicable law.

(ii) 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. At such time, all of the outstanding Class A Common Stock will be converted automatically into shares of Class B Common Stock on a share-for-share basis. For purposes of this Article 4(a)(B)(ii), "outstanding" shares of Common Stock would not include shares of Class B Common Stock or shares of Class A Common Stock repurchased by the Corporation and not reissued.

(C) Provisions Applicable to Class B Common Stock.

(i) Except as provided in paragraph (C)(ii) of this Article 4(a), the holders of Class B Common Stock are entitled to one vote per share on all questions presented to the stockholders. In all elections of directors of the Corporation, each holder of Class B Common Stock shall have the right to vote in person or by proxy the number of shares of Class B Common Stock held by such holder for as many Persons as there are directors to be elected. No cumulative voting for directors shall be permitted. The holders of Class B Common Stock are entitled to vote as a separate class where required by applicable law. If any share of Class B Common Stock is ineligible to vote by reason of the limitations contained in paragraph (c)(ii) of this Article 4(a), 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.

(ii) The voting rights of holders of shares of Class B Common Stock are subject to the following restrictions: If a Person acquires more than 15% (the "15% Threshold Amount") of the outstanding Class B Common Stock after August 5, 1995 (the "Threshold Date") and does not acquire after the Threshold Date a percentage of the Class A Common Stock outstanding at least equal to the percentage of Class B Common Stock acquired by that Person after the Threshold Date in excess of the 15% Threshold Amount, such Person will not be allowed to vote shares of Class B Common Stock acquired after the Threshold Date in excess of the 15% Threshold Amount. The inability of the Person to vote the shares of Class B Common Stock in excess of the 15% Threshold Amount will continue until such time as a sufficient number of shares of Class A Common Stock have been acquired by the Person.

For purposes of calculating the 15% Threshold Amount, the following acquisitions and increases shall be 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 a repurchase of Class B Common Stock by the Corporation since the last date on which that holder acquired Class B Common Stock, (iii) acquisitions of Class B Common Stock (1) made pursuant to contracts existing prior to the Threshold Date, including the acquisition of Class B Common Stock pursuant to the conversion provisions of Class A Preferred Stock outstanding prior to the Threshold Date, (2) by bequest or inheritance, or by operation of law upon the death or incompetency of any individual and (3) by any other transfer made without valuable consideration, in good faith and not for the purpose of circumventing the restrictions imposed by the 15% Threshold Amount. 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 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 of the following persons or entities:

(1) a person who is related to the donor by blood or marriage, or

(2) a charitable organization which is qualified under Section 501(c)(3) as described above

shall be presumed to be made in good faith and not for purposes of circumventing the restrictions imposed by the 15% Threshold Amount.

Acquisitions of Class A Common Stock so as to preclude the effect of the voting restrictions contained in the preceding paragraph must be made for an "equitable price." For purposes of this paragraph an "equitable price" is deemed to have been paid only when the shares of Class A Common Stock 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 non-cash consideration, for any Class B Common Stock acquired within the 60-day periods preceding and following the acquisition of the Class A Common Stock or (ii) the highest closing market sale price of Class B Common Stock during the 30-day periods preceding and following the acquisition of the Class A Common Stock. The value of any non-cash consideration will be determined by the Board of Directors 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 the principal trading market for either class of Common Stock.

As used in this Article 4(a)(C)(ii):

"Person" shall include 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 the Corporation or a sale of a material amount of its assets, (b) a change in the Corporation's Board of Directors or management, including any plans or proposal to fill vacancies on the Board of Directors or change the number or term of Directors, (c) a material change in the business or corporate structure of the Corporation, or (d) any material change in the capitalization or dividend policy of the Corporation. As used in the preceding sentence, "act or agree to act in concert" shall not include acts or agreements to act by persons pursuant to their official capacities as Directors or officers of the Corporation or because they are related by blood or marriage.

Each reference to acquiring or acquisition of Class B Common Stock and Class A Common Stock shall include direct and indirect acquisitions of such stock.

(iii) The holders of Class B Common Stock shall have the right, at their option, to convert such shares into shares of Class A Common Stock at any time after the issuance thereof, on a share-per-share basis. The conversion rights in the preceding sentence shall expire upon the occurrence of the automatic conversion of all outstanding shares of Class A Common Stock into Class B Common Stock pursuant to the provisions of paragraph (B)(ii) of this Article 4(a). In order to convert shares of Class B Common Stock into shares of Class A Common Stock, the holder thereof shall surrender at the office of the Corporation the certificate or certificates therefor, duly endorsed to the Corporation or in blank, and give written notice at such office that he elects to convert such shares of Class B Common Stock which shall be deemed to have been converted as of the date (hereinafter called the "Class A Conversion Date") of the surrender of such shares for conversion as provided above, and the person or persons entitled to receive the shares of Class A Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Common Stock on such date. As soon as practicable on or after the Class A Conversion Date, the Corporation will deliver at such office a certificate or certificates for the number of shares of Class A Common Stock issuable on such conversion.

(b) Six Percent (6%) Voting Cumulative Preferred Stock.

(A) The holders of record of Six Percent (6%) Voting Cumulative Preferred Stock shall be entitled to cash dividends when and as declared by the Board of Directors at the rate of six percent (6%) of the par value per share per annum and no more, payable on the first days of January and July in each year in preference to and in priority over dividends upon the common stock and all other shares junior to the Six Percent (6%) Voting Cumulative Preferred Stock. Such cash dividends on the Six Percent (6%) Voting Cumulative Preferred Stock are to be cumulative so that, if for any year or years cash dividends at the rate of six percent (6%) per share per annum are not declared and paid or set apart for payment on such Six Percent (6%) Voting Cumulative Preferred Stock outstanding, the deficiency shall be declared and paid or set apart for payment prior to the making of any dividend or other distribution on the common stock, such cash dividends on the Six Percent (6%) Voting Cumulative Preferred Stock to accrue from the date of issue if that be a dividend date, otherwise from the dividend date next preceding the date of issue of such Six Percent (6%) Voting Cumulative Preferred Stock. Upon the payment or setting apart for payment of all dividends current and accumulated at the rate of six percent (6%) per annum upon the Six Percent (6%) Voting Cumulative Preferred Stock, the directors may declare and pay dividends in order of priority upon shares junior to the said Six Percent (6%) Voting Cumulative Preferred Stock.

(B) In the event of any voluntary or involuntary liquidation, dissolution or any winding up of the Corporation, the holders of record of the Six Percent (6%) Voting Cumulative Preferred Stock shall be entitled to be paid the full par value of such issue of Preferred Stock plus accumulated dividends thereon to the date of such liquidation, dissolution or winding up of the Corporation, whether or not the Corporation shall have a surplus or earnings available for dividends, and no more before any distribution of any assets shall be made to the holders of any class of common stock or other shares junior to the Six Percent (6%) Voting Cumulative Preferred Stock.

(C) The Corporation at its option may redeem the whole or any part, pro rata or by lot, of the Six Percent (6%) Voting Cumulative Preferred Stock outstanding at any time by paying therefor in cash one hundred percent (100%) of the par value thereof plus accumulated dividends thereon to the date fixed for such redemption by mailing notice of such redemption to the holders of such Six Percent (6%) Voting Cumulative Preferred Stock to be redeemed at their respective addresses as such addresses may appear on the stock books of the Corporation, specifying the time and place of redemption at the office of the Corporation, such notice to be mailed at least thirty
(30) days and not more than sixty (60) days prior to the date specified therein for redemption.

(D) In all elections of directors of the Corporation, each holder of Six Percent (6%) Voting Cumulative Preferred Stock shall have the right to vote in person or by proxy the number of shares of Six Percent (6%) Voting Cumulative Preferred Stock held by him for as many Persons as there are directors to be elected. No cumulative voting for directors shall be permitted.

(E) A class of stock shall be deemed to be "junior to the Six Percent (6%) Voting Cumulative Preferred Stock" if the Six Percent (6%) Voting Cumulative Preferred Stock has priority over such class with respect to dividend rights or liquidation rights.

(c) Preferred Stock Without Par Value.

(A) The Board of Directors is authorized, subject to limitations prescribed by law and the provisions of this paragraph, to provide for the issuance in series of the shares of Preferred Stock Without Par Value, and by filing a certificate pursuant to the Business Corporation Law, to establish the number of shares to be included in each such series, and to fix the designation, relative rights, preferences and limitations of the shares of each such series whether or not such relative rights, preferences and limitations of such series shall be fixed as senior to, junior to, or on a parity with the relative rights, preferences and limitations of any other class of stock or series thereof, and to reclassify or alter the designation, relative rights, preferences and limitations of any authorized and unissued Preferred Stock Without Par Value whether or not such shares shall have been designated as shares of any particular series and whether or not such relative rights, preferences and limitations of such series shall be fixed as senior to, junior to, or on a parity with the relative rights, preferences and limitations of any other class of stock or series thereof. The authority of the Board with respect to each series shall include, but not be limited to, determination of the following:

(i) The number of shares constituting that series and the distinctive designation of that series;

(ii) The rate and times at which, and the terms and conditions on which, dividends, if any, on shares of such series shall be paid, the extent of the preference or relation, if any, of such dividends to the dividends payable on any other class or classes or series of the same or other classes of stock and whether such dividends shall be cumulative or non-cumulative;

(iii) Whether that series shall have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights;

(iv) Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;

(v) Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

(vi) The rights of the shares of that series in the event of voluntary or involuntary liquidation, merger, consolidation, distribution or sale of assets, dissolution or winding up of the Corporation; and

(vii) Any other relative rights, preferences and limitations of that series.

The authority of the Board of Directors with respect to each such series shall be limited by the condition that no series of the shares of any series so authorized by the Board of Directors to be issued shall rank as to the payment of dividends or rights on liquidation, dissolution or winding up of the Corporation senior to the shares of any previously authorized series or of any other class of Preferred Stock without an affirmative vote of a majority of the holders of each such series or class of stock.

(B) Dividends on outstanding shares of Preferred Stock Without Par Value shall be declared and paid, or set apart for payment, before any dividends shall be declared and paid, or set apart for payment, on any class of common stock with respect to the same dividend period. If the stated dividends on the shares of all series of Preferred Stock Without Par Value are not paid in full, the shares of all series of such class shall share ratably in the payment of dividends including accumulation, if any, in accordance with the sums which would be payable on such shares if all dividends were declared and paid in full.

(C) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of shares of each series of Preferred Stock Without Par Value then outstanding shall be entitled to receive out of the assets of the Corporation, before any distribution or payment shall be made to the holders of any class of common stock, an amount equal to the stated value of the stock plus, in respect of each share with respect to which dividends are cumulative, a sum computed at the dividend rate provided for in the Certificate of Incorporation from and after the date on which dividends on such shares became cumulative to and including the date fixed for such payment, less the aggregate of the dividends theretofore paid thereon, but computed without interest. If the amounts payable on liquidation in respect to the shares of all series of Preferred Stock Without Par Value are not paid in full, the shares of all series of such class shall share ratably in any distribution of assets other than by way of dividends in accordance with the sums which would be payable in such distribution if all sums payable were discharged in full. If such payment shall have been made in full to the holders of all shares of Preferred Stock Without Par Value on voluntary or involuntary liquidation, dissolution or winding up, the remaining assets of the Corporation shall be distributed in accordance with
Section (d)(C) of this Article 4. For the purpose of this paragraph, a consolidation or merger of the Corporation with one or more other corporations shall not be deemed to be a liquidation or winding up of the Corporation.

(d) Preferred Stock With $.025 Par Value, Class A.

(A) The Board of Directors is authorized, subject to the limitations prescribed by law and the provisions of this paragraph, to provide for the issuance in series of the shares of Preferred Stock With $.025 Par Value, Class A (hereinafter called "Class A Preferred Stock"), and by filing a certificate pursuant to the Business Corporation Law, to establish the number of shares to be included in each such series, and to fix the designation, relative rights, preferences and limitations of the shares of each such series. The authority of the Board with respect to each series shall include, but not be limited to, determination of the following:

(i) The number of shares constituting that series and the distinctive designation of that series;

(ii) The rate and times at which, and the terms and conditions on which, dividends, if any, on shares of such series shall be paid, the extent of the preference or relation, if any, of such dividends to the dividends payable on any other class or classes or series of the same or other classes of stock and whether such dividends shall be cumulative or non-cumulative;

(iii) Whether that series shall have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights;

(iv) Whether that series shall have conversion privileges, and, it so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;

(v) Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

(vi) The rights of the shares of that series in the event of voluntary or involuntary liquidation, merger, consolidation, distribution or sale of assets, dissolution or winding up of the Corporation; and

(vii) Any other relative rights, preferences and limitations of that series.

The authority of the Board of Directors shall be limited by the condition that the shares of each series of Class A Preferred Stock authorized by the Board of Directors to be issued shall rank, as to the payment of dividends or rights on liquidation, dissolution or winding up of the Corporation, junior to the shares of any authorized class of Preferred Stock.

(B) Dividends on outstanding shares of Class A Preferred Stock shall be declared and paid, or set apart for payment, before any dividends shall be declared and paid, or set apart for payment, on any class of common stock with respect to the same dividend period. It the stated dividends on the shares of all series of Class A Preferred Stock are not paid in full, the shares of all series of such class shall share ratably in the payment of dividends including accumulation, if any, in accordance with the sums which would be payable on such shares if all dividends were declared and paid in full.

(C) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of shares of each series of Class A Preferred Stock then outstanding shall be entitled to receive out of the assets of the Corporation, before any distribution or payment shall be made to the holders of any class of common stock, an amount equal to the stated value of the stock plus, in respect of each share with respect to which dividends are cumulative, a sum computed at the dividend rate provided for in the Certificate of Incorporation from and after the date on which dividends on such shares became cumulative to and including the date fixed for such payment, less the aggregate of the dividends theretofore paid thereon, but computed without interest. If the amounts payable on liquidation in respect to the shares of all series of Class A Preferred Stock are not paid in full, the shares of all series of such class shall share ratably in any distribution of assets other than by way of dividends in accordance with the sums which would be payable in such distribution if all sums payable were discharged in full. If such payment shall have been made in full to the holders of all shares of Class A Preferred Stock on voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the remaining assets of the Corporation shall be distributed among the holders of each class of common stock pro rata in accordance with their respective holdings. For the purpose of this paragraph, a consolidation or merger of the Corporation with one or more other corporations shall not be deemed to be a liquidation or winding up of the Corporation.

(D) First Series of Class A Preferred Stock. The first series of 1,000,000 shares of Class A Preferred Stock shall be designated Ten Percent (10%) Cumulative Convertible Voting Preferred Stock3/4Series A, $0.25 stated value (hereinafter called "10% Voting Preferred Stock"), and shall have the following rights, preferences and limitations:

(i) Dividends. The holders of the 10% Voting Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors, but only out of surplus legally available for the payment of dividends, cumulative cash dividends at the rate of $.025 per share per annum, and no more, payable on the first days of January and July, commencing January l, 1984. Such dividends shall be payable after all past and current dividends on the Six Percent (6%) Voting Cumulative Preferred Stock and the Preferred Stock Without Par Value have been declared and paid, or a sum sufficient therefor has been set aside for that purpose, and before any dividends (other than a stock dividend in shares of the same class of stock) on any class of common stock shall be paid or set apart for payment or any shares of such stock shall be acquired for consideration. Dividends shall be cumulative from and after the date of issue of such shares, but any arrearages in payment shall not bear interest.

(ii) Redemption. Provided that dividends on the Six Percent (6%) Voting Cumulative Preferred Stock and the Preferred Stock Without Par Value have been paid or a sum set aside for payment, the Corporation, at the option of the Board of Directors, may redeem all or any part of the 10% Voting Preferred Stock at any time outstanding, at any time or from time to time, upon notice duly given as hereinafter provided for an amount in respect of each share to be redeemed equal to the sum of $0.25 and an amount computed at the annual rate of $.025 per annum per share from and after the date on which dividends on such share became cumulative to and including the date fixed for such redemption, less the aggregate of the dividends theretofore and on such redemption date paid, but computed without interest.

Notice of every such redemption of 10% Voting Preferred Stock shall be mailed at least thirty (30) days prior to the date fixed for such redemption to the holders of record of shares so to be redeemed at their respective addresses as the same shall appear on the books of the Corporation. In case of redemption of a part only of the 10% Voting Preferred Stock at the time outstanding, the shares to be redeemed shall be selected in such manner as the Board of Directors may determine, whether by lot or by pro rata redemption or by selection of particular shares, and the proceedings and actions of the Board of Directors in this connection shall not be subject to attack except for fraud.

(iii) Voting. The holders of 10% Voting Preferred Stock shall be entitled to one vote for each share of such stock on all questions presented to the stockholders of the Corporation.

(iv) Conversion. The holders of 10% Voting Preferred Stock shall have the right, at their option, to convert such shares into shares of common stock, $0.25 par value, at any time after the issuance thereof, on and subject to the following terms and conditions:

(a) The 10% Voting Preferred Stock shall be convertible, at the office of the Corporation or at such other office or offices, if any, as the Board of Directors may designate, into fully paid and non-assessable shares of Class A Common Stock and Class B Common Stock (calculated as to each conversion to the nearest 1/10 of a share) at the conversion rate, determined as hereinafter provided, in effect at the time of conversion. The conversion rate shall be one (l) share of Class A Common Stock and one (1) share of Class B Common Stock for every twenty (20) shares of 10% Voting Preferred Stock. In case the Corporation shall at any time subdivide its outstanding shares of common stock into a greater number of shares or shall pay in shares of common stock a dividend on then outstanding shares of common stock, the number of shares of common stock into which the 10% Voting Preferred Stock is convertible shall be proportionately increased and, conversely, in case the Corporation shall at any time combine its outstanding shares of common stock into a smaller number of shares, the number of shares of common stock into which the 10% Voting Preferred Stock is convertible shall be proportionately reduced. If any capital reorganization or reclassification of the capital stock of the Corporation, or any consolidation or merger of the Corporation with another corporation, shall be effected, the holder of 10% Voting Preferred Stock shall thereafter be entitled upon the exercise of conversion rights to receive the number and kind of shares of stock, securities or assets which the holder would have been entitled to receive in connection with such reorganization, recapitalization, merger or consolidation if he had been a holder of the number of shares of common stock of the Corporation issuable upon the conversion of his 10% Voting Preferred Stock immediately prior to the time such reorganization, recapitalization, merger, or consolidation became effective. No adjustment shall be made upon any conversion on account of any dividends accrued on the shares of 10% Voting Preferred Stock surrendered for conversion or on account of any dividend on the shares of common stock issued on such conversion.

(b) In order to convert shares of 10% Voting Preferred Stock into shares of common stock, the holder thereof shall surrender at the office of the Corporation the certificate or certificates therefor, duly endorsed to the Corporation or in blank, and give written notice at such office that he elects to convert such shares of 10% Voting Preferred Stock which shall be deemed to have been converted as of the date (hereinafter called the "Conversion Date") of the surrender of such shares for conversion as provided above, and the person or persons entitled to receive the shares of common stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such common stock on such date. As soon as practicable on or after the Conversion Date, the Corporation will deliver at such office a certificate or certificates for the number of full shares of common stock issuable on such conversion, together with cash in lieu of any fraction of a share, as hereinafter provided, to the persons entitled to receive the same. In case shares of 10% Voting Preferred Stock are called for redemption, the right to convert such shares shall cease and terminate at the close of business on the date fixed for redemption, unless default shall have been made in the payment of the redemption price.

(c) No fractional shares of common stock shall be issued upon conversion, but the Corporation shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable, in an amount equal to the same fraction of the market price per share of common stock at the close of business on the Conversion Date. The market price per share shall be, (i) if traded on the over-the-counter market, the mean between the closing bid and asked quotations, or (ii) if traded on a national securities exchange, the closing sale price, or (iii) if traded on both the over-the-counter market and an exchange, the mean between the prices determined in accordance with clauses (i) and (ii) of this sentence.

(E) Second Series of Class A Preferred Stock. The second series of 400,000 shares of Class A Preferred Stock shall be designated Ten Percent (10%) Cumulative Convertible Voting Preferred Stock3/4Series B, $0.25 stated value (hereinafter called "Series B Preferred Stock"), and shall have the following rights, preferences and limitations:

(i) Dividends. The holders of the Series B Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors, but only out of surplus legally available for the payment of dividends, cumulative cash dividends at the rate of $.025 per share per annum, and no more, payable on the first days of January and July, commencing July 1, 1985. Such dividends shall be payable after all past and current dividends on the Six Percent (6%) Voting Cumulative Preferred Stock and the Preferred Stock Without Par Value have been declared and paid, or a sum sufficient therefor has been set aside for that purpose, and before any dividends (other than a stock dividend in shares of the same class of stock) on any class of common stock shall be paid or set apart for payment or any shares of such stock shall be acquired for consideration. Dividends shall be cumulative from and after the date of issue of such shares, but any arrearages in payment shall not bear interest.

(ii) Redemption. Provided that dividends on the Six Percent (6%) Voting Cumulative Preferred Stock and the Preferred Stock without Par Value have been paid or a sum set aside for payment, the Corporation, at the option of the Board of Directors, may redeem all or any part of the Series B Preferred Stock at any time outstanding, at any time or from time to time, upon notice duly given as hereinafter provided for an amount in respect of each share to be redeemed equal to the sum of $0.25; and an amount computed at the annual rate of $.025 per annum per share from and after the date on which dividends on such share became cumulative to and including the date fixed for such redemption, less the aggregate of the dividends theretofore and on such redemption date paid, but computed without interest.

Notice of every such redemption of Series B Preferred Stock shall be mailed at least thirty (30) days prior to the date fixed for such redemption to the holders of record of shares so to be redeemed at their respective addresses as the same shall appear on the books of the Corporation. In case of redemption of a part only of the Series B Preferred Stock at the time outstanding, the shares to be redeemed shall be selected in such manner as the Board of Directors may determine, whether by lot or by pro rata redemption or by selection of particular shares, and the proceedings and actions of the Board of Directors in this connection shall not be subject to attack except for fraud.

(iii) Voting. The holders of Series B Preferred Stock shall be entitled to one vote for each share of such stock in all questions presented to the stockholders of the Corporation.

(iv) Conversion. The holders of Series B Preferred Stock shall have the right, at their option, to convert such shares into shares of common stock, $0.25 par value, at any time after the issuance thereof, on and subject to the following terms and conditions:

(a) The Series B Preferred Stock shall be convertible, at the office of the Corporation or at such other office or offices, if any, as the Board of Directors may designate, into fully paid and non-assessable shares of Class A Common Stock and Class B Common Stock (calculated as to each conversion to the nearest 1/10 of a share) at the conversion rate, determined as hereinafter provided, in effect at the time of conversion. The conversion rate shall be one (1) share of Class A Common Stock and one (1) share of Class B Common Stock for every thirty (30) shares of Series B Preferred Stock. In case the Corporation shall at any time subdivide its outstanding shares of common stock into a greater number of shares or shall pay in shares of common stock a dividend on then outstanding shares of common stock, the number of shares of common stock into which the Series B Preferred Stock is convertible shall be proportionately increased and, conversely, in case the Corporation shall at any time combine its outstanding shares of common stock into a smaller number of shares, the number of shares of common stock into which the Series B Preferred Stock is convertible shall be proportionately reduced. If any capital reorganization or reclassification of the capital stock of the Corporation, or any consolidation or merger of the Corporation with another corporation, shall be effected, the holder of Series B Preferred Stock shall thereafter be entitled upon the exercise of conversion rights to receive the number and kind of shares of stock, securities or assets which the holder would have been entitled to receive in connection with such reorganization, recapitalization, merger or consolidation if he had been a holder of the number of shares of common stock of the Corporation issuable upon the conversion of his Series B Preferred Stock immediately prior to the time such reorganization, recapitalization, merger, or consolidation became effective. No adjustment shall be made upon any conversion on account of any dividends accrued on the shares of Series B Preferred Stock surrendered for conversion or on account of any dividend on the shares of common stock issued on such conversion.

(b) In order to convert shares of Series B Preferred Stock into shares of common stock, the holder thereof shall surrender at the office of the Corporation the certificate or certificates therefor, duly endorsed to the Corporation or in blank, and give written notice at such office that he elects to convert such shares of Series B Preferred Stock which shall be deemed to have been converted as of the date (hereinafter called the "Conversion Date") of the surrender of such shares for conversion as provided above, and the person or persons entitled to receive the shares of common stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such common stock on such date. As soon as practicable on or after the Conversion Date, the Corporation will deliver at such office a certificate or certificates for the number of full shares of common stock issuable on such conversion, together with cash in lieu of any fraction of a share, as hereinafter provided, to the persons entitled to receive the same. In case shares of Series B Preferred Stock are called for redemption, the right to convert such shares shall cease and terminate at the close of business on the date fixed for redemption, unless default shall have been made in the payment of the redemption price.

(c) No fractional shares of common stock shall be issued upon conversion, but the Corporation shall pay a cash adjustment in respect of any fraction of a share which would otherwise be issuable, in an amount equal to the same fraction of the market price per share of common stock at the close of business on the Conversion Date. The market price per share shall be, (i) if traded on the over-the-counter market, the mean between the closing bid and asked quotations, or (ii) if traded on a national securities exchange, the closing sale price, or (iii) if traded on both the over-the-counter market and an exchange, the mean between the prices determined in accordance with clauses (i) and (ii) of this sentence.

(e) Provisions Generally Applicable to Capital Stock.

(A) No holder of shares of the Capital Stock of any class of the Corporation shall have any preemptive or preferential right of subscription to any shares of any class of stock of the Corporation, whether now or hereafter authorized, or to any obligations convertible into stock of the Corporation, issued or sold, nor any right of subscription to any thereof other than such, if any, as the Board of Directors, in its discretion, may from time to time determine and at such price as the Board of Directors may, from time to time, fix; and any shares of stock or convertible obligations which the Corporation may determine to offer for subscription to the holders of stock may, as the Board of Directors shall determine, be offered to holders of any class or classes of stock exclusively or to holders of all classes of stock, and if offered to more than one class of stock, in such proportions as between the said classes of stock as the Board of Directors in its discretion may determine.

As used in this Section (e) the expression "convertible obligations" shall include any notes, bonds or other evidences of indebtedness to which are attached or with which are issued warrants or other rights to purchase stock of the Corporation of any class or classes; and the Board of Directors is hereby expressly authorized, in its discretion, in connection with the issue of any obligations or stock of the Corporation (but without intending hereby to limit its general power as to do in any other cases) to grant rights or options to purchase stock of the Corporation of any class upon such terms and during such periods as the Board of Directors shall determine, and to cause such rights or options to be evidenced by such warrants or other instruments as it may deem advisable.

(B) The Board of Directors may authorize the purchase of shares of Class A Common Stock or Class B Common Stock or any other class of stock or any combination of classes without regard to differences among the classes in price or other terms upon which such shares may be purchased.

FOURTH: Upon the filing of this certificate by the Department of State, the 2,796,555 issued shares and the 7,203,445 unissued shares of the Corporation shall be changed into (1) 2,796,555 issued shares and 7,203,445 unissued shares of Class A Common Stock and (2) 2,796,555 issued shares and 7,203,445 unissued shares of Class B Common Stock at the rate of one share of Class A Common Stock and one share of Class B Common Stock for each current outstanding share of Common Stock.
FIFTH: Article 7 of the certificate of incorporation of the Corporation is amended to change the office of the Corporation. To accomplish this, Article 7 of the certificate of incorporation is hereby amended to read in its entirety as follows:
7. The office of the Corporation shall be located in the Village of Pittsford, County of Monroe, New York, and the address to which the Secretary of State shall mail a copy of process in any action or proceeding against the Corporation that may be served upon the Secretary of State is 1162 Pittsford-Victor Road, Pittsford, New York 14534.


SIXTH: The foregoing amendments of the certificate of incorporation were authorized at a meeting of the Board of Directors, followed by the votes cast in person or by proxy of the holders of record of a majority of the outstanding shares entitled to vote at the annual shareholders meeting of the Corporation, except that the amendment contained in Article FIFTH hereof was not voted upon by shareholders.

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Amendment this 5th day of August 1995 and affirm that the statements made herein are true under penalty of perjury.

Kraig H. Kayser, President

Jeffrey L. Van Riper, Secretary


Exhibit 3.3

BY-LAWS
OF
SENECA FOODS CORPORATION

Effective November 1, 1963
Amended November 4, 1972,
November 22, 1975,
December 11, 1982,
December 5, 1992
and
August 5, 1995


MEETING OF STOCKHOLDERS

ANNUAL MEETINGS

The annual meeting of Stockholders for the election of Directors, considering reports made to the shareholders, and the transaction of other business as may properly come before the meeting shall be held within or without the State of New York at a specific place and date that is not a legal holiday each year within six months after the close of the Corporation's fiscal year which shall be determined by the Board of Directors or at such later date as may be determined by the Board of Directors. (Amended August 5, 1995)

SPECIAL MEETINGS

Special Meetings of Stockholders, other than those regulated by statute may be called at any time by the President or by a majority of the Directors, acting with or without a meeting, or by the persons holding 25% of all the voting power of the corporation unless otherwise specified in the notice of such meeting.
(Amended December 5, 1992)

No business other than that specified in the notice shall be transacted at any special meeting of stockholders, except upon the unanimous consent of all the stockholders entitled to notice thereof.

NOTICE OF MEETINGS

The Secretary shall serve personally or by mail, not less than ten (10) nor more than fifty (50) days before each meeting, a written notice of every meeting, whether annual or special, upon such person who appears upon the books of the corporation to be a holder of capital stock of the corporation. If mailed, the notice shall be addressed to the stockholder at his address as it appears on the Stock Book of the corporation unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case to the address designated in such request.

The notice of meeting shall state the place of the meeting, the date, the hour thereof, the purpose of the meeting, and an indication that it is being issued by or at the direction of the person or persons calling the meeting.

WAIVER

Notwithstanding any provision of the foregoing Sections 1 and 2, a meeting of the stockholders may be held at any time and at any place and any action may be taken thereat, if notice and time of notice be waived in writing by every stockholder having the right to vote at such meeting. (Amended December 5, 1992)

QUORUM

The holders of shares entitling them to exercise a majority of the voting power of the corporation shall constitute a quorum for any meeting of stockholders, provided that when a specified item of business is required to be voted on by a class or classes, the holders of a majority of the shares of such class or classes shall constitute a quorum for the transaction of such specified item of business. Provided further that any meeting for the determination of the number of Directors, or the election of Directors, or for consideration and action upon reports required to be laid before such meeting, the holders of shares entitled to exercise a 33 1/3% of the voting power of the corporation shall constitute a quorum. At any meeting of stockholders where a quorum is present, the meeting may be adjourned, from time to time, without notice other than by announcement at such meeting.

CLOSING STOCK BOOKS

The Directors may prescribe a period not exceeding fifty days and not less than ten days prior to the date of any meeting of the stockholders or prior to the date fixed for any payment of any dividend or distribution or allotment of rights or prior to the last day on which the consent or dissent of the stockholders may be effectively expressed for any purpose without a meeting, during which no transfer of stock on the books of the Corporation may be made.

VOTING

At all meetings of stockholders, all questions, in the absence of a contrary statutory or By-Law provision, shall be determined by majority vote of the stockholders present in person or by proxy, and each stockholder or proxy shall have one vote for each share held by him except as otherwise provided in the certificate of incorporation. All questions, except the question of amendment to the By-laws, the election of Directors and all such other questions the manner of deciding which is specially regulated by statute, shall be determined by a viva voce vote of the stockholders present in person or by proxy; provided, however, that any qualified voter may demand a written vote, in which event it shall immediately be taken. A written vote shall be by ballot and each ballot shall state the name of the stockholder voting and the number of shares voted, and if such ballot be cast by proxy, the name of the proxy. Every pledgor of stock standing in his name on the books of the corporation shall be deemed the owner thereof for the purpose of voting. (Amended August 5, 1995)

In all elections of directors of the corporation, each holder of capital stock of the corporation shall be entitled to vote the shares of each class or series of stock in the manner and to the extent, if any, as is set forth in the corporation's Certificate of Incorporation as amended from time to time. Each share entitled to vote may be voted for as many persons as there are directors to be elected. No cumulative voting for directors shall be permitted.
(Amended December 5, 1992)

Every proxy must be dated and executed in writing by the stockholder himself or by his duly authorized attorney, and filed with the Secretary. No proxy shall be valid after the expiration of six months from the date of its execution, unless it shall specify therein the length of time it is to continue in force, which shall be for a limited period. Every proxy shall be revocable at the pleasure of the shareholder executing it, except in those cases where a irrevocable proxy is provided by law. (Amended December 5, 1992)

If shares are registered in the name of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the secretary of the corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect:

1. If only one votes, the vote shall be accepted by the corporation as of the vote of all; 2. If more than one vote, the act of the majority so voting shall be accepted by the corporation as the vote of all; 3. If more than one vote, but the vote is equally divided on any particular matter, the vote shall be accepted by the corporation as a proportionate vote of the shares: unless the corporation has evidence, on the record of shareholders or otherwise, that the shares are held in a fiduciary capacity. Nothing in this paragraph shall alter any requirement that the exercise of fiduciary powers be by act of a majority contained in any law applicable to such exercise of powers (including section 10-10.7 of the Estates, Powers and Trusts Law of New York); and 4. The foregoing provisions as to voting are subject to any provision of the Business Corporation Law of New York which requires a different method of voting or an order of a court of competent jurisdiction specifying the method and effect of voting of specific shares of stock.

(Amended December 5, 1992)

ORDER OF BUSINESS

At all meetings of stockholders the following order of business shall be observed so far as consistent with the purposes of the meeting:

1. Roll call.
2. Proof of notice of meeting or waiver thereof.
3. Statement by Secretary of the number of shares of stock represented in person or by proxy, and the determination of the presence of a quorum.
4. Reading and approval of Minutes of preceding meeting.
5. Reports of Officers and Committees.
6. Election of Directors at Annual Meeting.
7. Voting on other Proposals Submitted for Shareholder Vote.
8. Unfinished business.
9. New business.
10. Adjournment.

(Amended December 5, 1992)

BOARD OF DIRECTORS

NUMBER AND QUALIFICATIONS

The business and property of this corporation shall be managed and controlled by a Board of Directors who shall be elected as provided in these By-Laws. Each Director must be at least twenty-one years of age. The Board of Directors shall consist of such number, not less than three (3) nor more than twenty-one (21), as is fixed from time to time by the Board of Directors.
(Amended November 4, 1972)

MANNER OF ELECTION

The persons receiving the greatest number of votes at each meeting of Stockholders at which Directors are elected shall be the Directors.

TERM OF OFFICE

The Board of Directors shall be divided into three classes, as nearly equal in number as possible, with the term of office of one class expiring each year. At the annual meeting of shareholders in 1975, directors of the first class shall be elected to hold office for a term expiring at the next succeeding annual meeting; directors of the second class shall be elected to hold office for a term expiring at the second succeeding annual meeting; and directors of the third class shall be elected to hold office for a term expiring at the third succeeding annual meeting. At each annual meeting of shareholders after 1975, successors to the directors whose terms shall then expire shall be elected to hold office for terms expiring at the third succeeding annual meeting. When the number of directors is changed, any newly created directorships or any decrease in directorships shall be so apportioned among the three classes as to make all classes as nearly equal in number as possible; except that, when the number of directors is increased by the Board of Directors and any newly created directorships are filled by the Board of Directors, there shall be no classification of the additional directors until the next annual meeting of shareholders. (Amended December 5, 1992)

DUTIES AND POWERS

The Board of Directors shall have the control and management of affairs of the corporation. The Directors shall in all cases act as a Board of Directors, regularly convened, and in the transaction of business, the acts of a majority of a quorum present at a meeting duly assembled shall be the act of the Board. The Directors may adopt such rules and regulations for the conduct of their meetings and the management of the corporation as they deem proper, not inconsistent with law or these By-Laws. (Amended December 5, 1992)

MEETINGS

The Board of Directors shall meet for the election or appointment of officers and for the transaction of any other business as soon as practicable after the adjournment of the Annual Meeting of the Stockholders, and other regular meetings of the Board shall be held at such times as the Board, from time to time, may determine.

Special Meetings of the Board of Directors may be called by the President at any time; and he must, upon the written request of any two Directors, call a special meeting to be held not more than five days after the receipt of said request.

NOTICE OF MEETINGS

No notice need he given of the first meeting of the Board after an election, or of any other regular meeting of the Board. However, notice of other meetings shall be given by service upon each Director in person or by mailing to him at his post office address as it appears upon the books of the corporation, at least five (5) days before the date therein designated for such meeting including the day of mailing, a written or printed notice thereof, specifying the time, place and purpose of the meeting. No business other than that specified in the notice shall be transacted at any special meeting. At any meeting at which all of the Directors shall be present, although held without notice, any business may be transacted as if the meeting had been duly called.
(Amended December 5, 1992)

PLACE OF MEETING

Regular and Special Meetings of the Board of Directors may be held at such times and places as may be provided for in the By-Laws or resolutions adopted by the Board of Directors.

Any one or more members of the Board of Directors may participate in a regular or Special meeting of the Board of Directors or a meeting of any committee of the Board of Directors by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
(Amended December 11, 1982)

QUORUM

At any meeting of the Board of Directors, a majority of the Board shall be necessary to constitute a quorum for the transaction of business. However, should a quorum not be present, a lesser number may adjourn the meeting to some future time, not more than fourteen (14) days later. (Amended December 5, 1992)

VOTING

All questions to be determined by the Board of Directors shall be determined by a majority vote of the Directors present at the meeting.

VACANCIES

Any vacancy occurring in the Board of Directors by reason of death, resignation, removal without cause, or otherwise may be filled by a majority vote of the remaining Directors. The Director thus elected to fill a vacancy shall hold office until the next meeting of stockholders at which the election of directors is in the regular order of business, and until his successor has been elected and qualified; and the Director thus elected by the stockholders shall hold office for the remainder of the term to which his predecessor, whose vacancy he is filling, was elected. (Amended November 22, 1975)

REMOVAL OF DIRECTORS

Any Director may be removed either with or without cause at any time by a vote of the stockholders holding two-thirds (2/3) of the stock then issued and outstanding and which was entitled to vote for the election of the Directors sought to be removed at any Special Meeting called for that purpose. (Amended November 22, 1975)

RESIGNATION

Any Director may resign his office at any time; such resignation to be made in writing and to take effect immediately without acceptance.

COMPENSATION

The Directors will receive such compensation for each meeting of the Board or any committee which they attend as may be, from time to time, set by the Board of Directors.

INTERESTED DIRECTOR

No contract or other transaction between the corporation and one or more of its directors, or between the corporation and any other corporation, firm, association, or other entity in which one or more of its directors are directors or officers or are financially interested, shall be either void or voidable for this reason alone or by reason that such director or directors are present at the meeting of the Board of Directors or of a committee thereof which approves such contract or transaction, or that his or their votes are counted for such purposes:

1. If the material facts as to such common directorship, officership or financial interest are disclosed in good faith or known to the Board of Directors or committee, and the Board of Directors or committee approves such contract or transaction by a vote sufficient for such purpose without counting the vote or votes of such interested director or directors or, if the votes of the directors who are not interested are insufficient to constitute an act of the Board of Directors or the committee, by unanimous vote of the directors who are not interested;
2. If the material facts as to such common directorship, officership or financial interest are disclosed in good faith or known to the shareholders entitled to vote thereon, and such contract or transaction is approved by vote of the shareholders; or
3. If the contract or transaction is fair and reasonable as to the corporation at the time it is approved by the Board of Directors or committee thereof or the shareholders.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which approves such contract or transaction. (Amended December 5, 1992)

OFFICERS AND QUALIFICATIONS

The officers of the corporation shall consist of a President, a Secretary, and a Treasurer, and such other officers as the Board of Directors, from time to time, elect or appoint. Such other officers may be the following:

Chairman of the Board Vice Chairman of the Board Executive Vice President One or more Senior Vice Presidents One or more other Vice Presidents Controller One or more Assistant Secretaries One or more Assistant Treasurers

as the Board may, from time to time, determine. (Amended December 5, 1992)

Any two offices, except the offices of President and Secretary, President and Executive Vice President, President and Senior Vice President, President and any other Vice President, Secretary and Assistant Secretary, or Treasurer and Assistant Treasurer, may be held by the same person.
(Amended December 5, 1992)

ELECTION

All officers of the corporation shall be elected annually by the Board of Directors at its meeting held immediately after the Annual meeting of Stockholders.

TERM OF OFFICE

All officers shall hold office for one year or until their successors are duly chosen and qualified, or until removed as hereinafter provided.

REMOVAL OF OFFICERS

Any officer may he removed at any time either with or without cause by the majority vote of the Board of Directors.

CHAIRMAN AND VICE CHAIRMAN OF THE BOARD

The Chairman of the Board and the Vice Chairman, in the absence of the Chairman, shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may be prescribed by the Board of Directors, provided such officers exist. The Chairman and the Vice Chairman, in the absence of the Chairman, shall have the authority to preside at all meetings of the stockholders or to designate the President to so preside. (Amended December 5, 1992)

PRESIDENT

The President, at the Chairman or Vice Chairman of the Board's discretion, shall preside at all meetings of the stockholders and at any meetings of the Board. Subject to the directions of the Board of Directors, the President shall have general executive supervision over the property, business and affairs of the corporation. He may execute all authorized deeds, mortgages, bonds, contracts and other obligations in the name of the corporation and shall have such other specific powers and duties as may be prescribed by the Board of Directors. (Amended December 5, 1992)

VICE PRESIDENT

The Vice Presidents in the order designated in Section 1 of this Article or by resolution of the Board of Directors shall perform all the duties of the President in case of the absence or disability of the latter or when circumstances prevent the latter from acting, and shall have such other powers and perform such other duties as the Board of Directors may prescribe. The power of the Vice Presidents to execute all authorized deeds, mortgages, bonds, contracts and other obligations in the name of the Corporation shall be co-extensive with the like powers of the President and any such instrument so executed by any of the Vice Presidents shall be as valid and binding as though executed by the President. (Amended December 5, 1992)

SECRETARY

The Secretary shall keep the minutes of all meetings of the stockholders, the Board of Directors, and committees. He shall keep such books as may be required by the Board of Directors, shall have charge of the seal of the corporation, shall give all notices of stockholders' and directors' meetings required by law or by these By-Laws or otherwise, and shall have such other powers and duties as the Board of Directors may prescribe. (Amended December 5, 1992)

TREASURER

The Treasurer shall receive and have custody of all money, bills, notes, bonds, securities and other similar property belonging to the corporation and shall hold the same, subject to the order of the Board of Directors. He shall keep accurate financial accounts and hold the same open for inspection and examination by the Board. He may sign checks and execute contracts and other obligations of the corporation as are incident to his office or that may be properly required of him by the Board of Directors. On the expiration of his term of office, he shall turn over to his successor or to the Board of Directors all books, papers, money and other property of the corporation in his hands.

OTHER OFFICERS

The Controller, Assistant Secretaries, Assistant Treasurers, if any, and other officers that the Board of Directors may elect shall have such powers and duties as the Board of Directors may prescribe.


DELEGATION OF DUTIES

The Board of Directors is authorized to delegate the duties of any officer to any other officer and generally to control the action of the officers and to require the performance of duties in addition to those mentioned herein.


VACANCIES

A vacancy in any office, however created, may be filled by election by the Board of Directors.

COMPENSATION

Compensation of officers and employees of the corporation or the method of fixing such compensation shall be determined by or pursuant to the authority conferred by the Board of Directors or any committee of the Board of Directors. Such compensation may be by way of fixed salary or on the basis of earnings for the corporation or any combination thereof or otherwise as may be determined by the Board of Directors or any committee of the Board; any member of the Board or any member of such committee may participate in that determination. (Amended December 5, 1992)

CAPITAL STOCK

CERTIFICATES

The capital stock of the corporation shall be represented by certificates approved by the Directors and signed by the President and countersigned by the Secretary or any Assistant Secretary and sealed with the seal of the corporation. The certificates shall be numbered and registered in the order in which they are issued; they shall be issued in consecutive order and the records of the corporation shall contain the number of each certificate, the name(s) and address(es) of the person(s) owning the shares represented by each such certificate, the number and class of such shares, and the date of issue to the owner(s) of record. The records shall be in written form or in any other form capable of being converted to written form within a reasonable time. Each certificate representing shares shall state upon the face thereof:

1. That the corporation is formed under the laws of New York;
2. The name of the person or persons to whom issued;
3. The number and class of shares and the par value of each share represented by such certificate or a statement that the shares are without par value. If preferred shares are issued or if shares of more than one class are issued by the corporation, each certificate will also set forth a full statement of the designations, relative rights, preferences and limitations of the shares of each class or, in the alternative, each certificate will set forth that the corporation will furnish to any shareholder upon request and without charge a full statement of the designations, relative rights, preferences and limitations of the shares of each class.

(Amended December 5, 1992)

SUBSCRIPTIONS

Subscriptions to the capital stock shall be paid at such time or times and in such statements, if any, as the Board of Directors may, by resolution, require. If default shall be made in the payment of any installment as required by such resolution, the Board may declare a forfeiture of the subscriptions, provided, however, that no forfeiture of the subscriptions shall be declared as against any subscriber unless the amount due thereon shall remain unpaid for a period of thirty days after written demand has been made therefor. Upon forfeiture of the subscription, if at least fifty percent of the subscription price has been paid, the shares subscribed for shall be sold for cash at a price at least sufficient to pay the full balance owed by the delinquent subscriber plus the expenses incidental to such sale, and any excess of net proceeds realized over the amount owed on such shares shall be paid to the delinquent subscriber or to his legal representative. If no prospective purchaser offers a cash price sufficient to pay the full balance owed by the delinquent subscriber plus the expenses incidental to such sale, or if less than fifty percent of the subscription price has been paid, the shares subscribed for shall be cancelled and restored to the status of authorized but unissued shares and all previous payments thereon shall be forfeited to the corporation and transferred to capital surplus. (Amended December 5, 1992)

TRANSFER OF STOCK

The stock of the corporation shall be assignable and transferable on the books of the corporation only by the person in whose name it appears on such books or by his duly authorized attorney, upon surrender of the certificates properly endorsed. In case of transfer by power of attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the Secretary. In all cases of transfer, the former certificate must be surrendered and canceled before a new certificate is issued. The Board of Directors may make such other regulations as it deems expedient with respect to the transfer of shares. (Amended December 5, 1992)

CANCELLATION OF CERTIFICATES

All certificates of stock exchanged or returned to the corporation for transfer or cancellation shall be marked "cancelled" with the date of cancellation by the Secretary, and shall be immediately pasted in the certificate book opposite the memorandum of their issue.

LOST, DESTROYED, STOLEN OR MUTILATED CERTIFICATES

In the case of a lost, destroyed, stolen or mutilated certificate of stock the corporation must be immediately notified upon the discovery of such loss. Upon filing an affidavit of proof of loss with the Secretary of the corporation, the Board of Directors may issue a new certificate upon the condition that surety bond satisfactory to the Board is given to indemnify the corporation against loss due to the issuance of the new certificate.

HOLDERS OF RECORD

Unless otherwise provided by law or by the Certificate of Incorporation or other certificate filed pursuant to law, the Board of Directors may prescribe a period not exceeding fifty (50) days and not less than ten (10) days preceding the date fixed for the payment of any dividend or for the delivery of evidences of rights or for any other distribution allowed by law during which no transfer of stock on the books of the corporation shall be made; or, in lieu of prohibiting the transfer of stock, the Board of Directors may fix in advance a day and hour, not exceeding fifty (50) days and, not less than ten
(10) days prior to the date fixed for the payment of any dividend or for the delivery of any evidence of rights or other distribution allowed by law, as the record date for the determination of the stockholders entitled to receive any such dividend, rights or distribution, as the case may be. (Amended December 5, 1992)

DIVIDENDS

DECLARATION OF DIVIDENDS

The Board of Directors at any regular or special meeting may declare dividends payable out of the surplus profits of the corporation whenever, in the exercise of their absolute discretion, they may deem such declaration advisable. The Board of Directors of the corporation shall not declare or pay any dividend when the corporation is insolvent or would thereby be made insolvent or when the declaration or payment would be contrary to any provision of the Certificate of Incorporation. Dividends may be declared and paid and other distributions made out of surplus only, so that the net assets of the corporation remaining after such declaration, payment or distribution shall be at least equal to its stated capital. In case any such dividend shall be paid or any such distribution of assets made, the Directors in whose administration the same shall have been declared or made shall be liable jointly and severally to the extent set forth in Section 719 of the Business Corporation Law of New York ("Section 719") by reason of such dividend or distribution except to the extent that, as set forth in Section 719, they submit a dissent or overcome any presumption of concurrence in the action of the Directors.
(Amended December 5, 1992)

BILLS, NOTES, ETC.

EXECUTION

All bills payable, notes, checks, drafts, warrants or other negotiable instruments of the corporation shall be made in the name of the corporation and shall be signed by such officer or officers as the Board of Directors shall, from time to time, by resolution direct.

No officer or agent of the corporation, either singly or jointly with others, shall have the power to make any bills payable, note, check, draft or warrant or other negotiable instrument or endorse the same in the name of the corporation, or contract or cause to be contracted any debt or liability in the name and on behalf of the corporation, except as herein expressly prescribed and provided.

COMMITTEES

The Board of Directors may at any time appoint from its members an executive, audit or any other committee or committees, consisting of such number of members as the Board may deem advisable, except that such number shall not be less than three, each of which members shall hold office during the pleasure of the Board; provided, however, that the President, if a member of the Board of Directors, shall be a member of and Chairman of the executive committee. All such committees shall have such powers as may, from time to time, be delegated by the Board of Directors except that no such committee shall have authority as to the following matters:

1. The submission to shareholders of any action that needs shareholders' authorization.
2. The filling of vacancies in the Board of Directors or in any committee.
3. The fixing of compensation of the Directors for serving on the Board or any committee.
4. The amendment or repeal of the By-Laws, or the adoption of new By-Laws.
5. The amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable.

(Amended December 5, 1992)

The executive committee shall possess and may exercise all the power of the Board of Directors in the management and direction of the affairs of the corporation in all cases in which specific direction shall not have been given by the Board of Directors.

Subject to the aforesaid exceptions, any persons dealing with the corporation shall be entitled to rely upon any act of or authorization of any act by such committee to the same extent as if such action had been taken or authorized by the Board of Directors. Provided, however, that subject to the rights of third persons, as aforesaid, any action taken or authorized by such committee shall be subject to revocation, revision or alteration by the Board of Directors. Any committee may act by a majority of its members, and may prescribe its own rules for calling and holding meetings, or for acting without a meeting in its method of procedure, subject, however, to any rules prescribed by the Board of Directors. Each committee shall keep full and complete records of all meetings and actions.

INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

RIGHT OF STATUTORY INDEMNIFICATION

The corporation shall have the authority to indemnify, to the fullest extent permitted by the New York Business Corporation Law, 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 corporation served in any capacity at the request of the corporation, by reason of the fact that he, his testator or intestate, is or was a director or officer of the corporation or is or was serving such other enterprise at the request of the corporation. 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.
(Amended December 5, 1992)

OFFICE AND BOOKS

OFFICES

The principal office of the corporation shall be located at Pittsford, New York. (Amended December 5, 1992)

The Board of Directors may, from time to time, establish other offices of the corporation or branches of its business at whatever place or places it deems to be expedient.

BOOKS

The corporation shall keep at its office correct books of accounts of all its business and transactions, and shall keep a book to be known as the "Stock Book" at its office in this State or at another designated office of the corporation or in the office of its Transfer Agent, which book will contain the names, alphabetically arranged for each class of stock, of all persons who are stockholders of the corporation, showing the class and number of shares of stock held by them respectively, their address and the time when they became the owner thereof. The information in the Stock Book may be in written form or in any other form capable of being converted to written form within a reasonable time. The Stock Book of the corporation shall be open daily during usual business hours, for inspection upon at least five days' prior written demand by any person who shall have been a stockholder of record in the corporation for at least six months immediately preceding his demand or by any person holding, or thereunto authorized in writing by the holder of, at least five percent of any class of the outstanding shares; provided (a) that such inspection shall not be for the purpose of communicating with stockholders in the interest of a business or object, other than the business of the corporation, and (b) that such stockholders or persons have not within five years sold or offered for sale any list of stockholders of the corporation or any other corporation or aided or abetted any person in procuring any stock list for any such purpose; and provided, further, that such inspection may be denied to any such stockholder or any other person unless such stockholders or other person furnishes to the corporation a written statement that such inspection is desired only for the purpose of communicating with stockholders in the interest of a business or object of the corporation and that such stockholder or other person has not, within five years immediately preceding the date of such written statement, sold or offered for sale any list of stockholders of the corporation or any other corporation or aided or abetted any person in procuring any stock list for any such purpose. Persons so entitled to inspect the Stock Book may make extracts therefrom. (Amended December 5, 1992)

FINANCIAL STATEMENT TO STOCKHOLDERS

Any person who shall have been a shareholder of record for at least six months immediately preceding his request, or any person holding, or thereunto authorized in writing by the holders of, at least five percent of any class of the outstanding shares, may make a written request to the Treasurer for an annual balance sheet and profit and loss statement for the preceding fiscal years and the most recent interim balance sheet or profit and loss statement which has been distributed to shareholders or otherwise made available to the public. The Treasurer shall provide such statements and deliver them to the person mailing the request within thirty days thereafter and keep on file in the office of the corporation for twelve (12) months thereafter a copy of such statements given.

CORPORATE SEAL

The Seal of the corporation shall be circular in form and shall have inserted thereon the name of the corporation, the state of its organization (New York), the year of its creation (1949), and the words "Corporate Seal".

FISCAL YEAR AND AUDIT

FISCAL YEAR

The fiscal year of the corporation shall commence on the 1st day of August of each year and end on the 31st day of July of each following year; or it shall encompass such other twelve month period (after adjustment for any short period caused by a change) as may be fixed from time to time by the Board of Directors.
(Amended December 5, 1992)

AUDIT

At least once after the close of every fiscal year and as soon thereafter as is practicable, there shall be an audit of the books and accounts of the corporation and the directors shall be furnished an Annual Report on the basis of such audit.

AMENDMENTS

The By-Laws of the corporation may be amended at a meeting of stockholders by the vote of the holders of two-thirds (2/3) of the shares present and entitled to vote at the meeting. (Amended November 22, 1975)

GENDER

Section 1

For the purpose of these By-Laws, unless the context requires otherwise, wherever the masculine gender is used, it shall also be deemed to mean the feminine or neuter gender.


                                   EXHIBIT 11

                   SENECA FOODS CORPORATION AND SUBSIDIARIES
                       COMPUTATION OF EARNINGS PER SHARE

                        (In thousands except share data)




                                                                                                            Three Months Ended
                                                                                                            ------------------
                                                                                                           7/1/95         6/25/94
                                                                                                           ______         _______

Net Earnings Applicable to Common Stock:

    Net Earnings                                                                                     $         55     $       1,461
    Deduct Preferred Cash Dividends                                                                             6                 6
                                                                                                          -------             -----
        Net Earnings Applicable to
      Common Stock                                                                                   $         49     $       1,455
                                                                                                     =         ==     =       =====

Weighted Average Common
  Shares Outstanding                                                                                    2,796,555         2,797,305
Effect of Common Stock Equivalent                                                                               -                 -
                                                                                                        _________         _________
Weighted Average Common Shares Outstanding
for Primary Earnings per Share                                                                          2,796,555         2,797,305
                                                                                                        =========         =========
Primary and Fully Diluted
  Earnings Per Share                                                                                  $       .02           $   .52
                                                                                                      =       ===           =   ===


ARTICLE 5
Commercial and Industrial Companies Article 5 of Regulation S-X
MULTIPLIER: 1000


PERIOD TYPE 3 MOS
FISCAL YEAR END MAR 31 1996
PERIOD END JUL 01 1995
CASH 2331
SECURITIES 0
RECEIVABLES 30684
ALLOWANCES 240
INVENTORY 165023
CURRENT ASSETS 218238
PP&E 323420
DEPRECIATION 111406
TOTAL ASSETS 440373
CURRENT LIABILITIES 117955
BONDS 221192
COMMON 1880
PREFERRED MANDATORY 0
PREFERRED 70
OTHER SE 86933
TOTAL LIABILITY AND EQUITY 440373
SALES 81945
TOTAL REVENUES 81945
CGS 68529
TOTAL COSTS 68529
OTHER EXPENSES 7783
LOSS PROVISION 0
INTEREST EXPENSE 5545
INCOME PRETAX 88
INCOME TAX 33
INCOME CONTINUING 55
DISCONTINUED 0
EXTRAORDINARY 0
CHANGES 0
NET INCOME 55
EPS PRIMARY 0.02
EPS DILUTED 0.02
Other-Expenses is Selling, General and Administrative Expenses.