X0202 4 2004-06-22 1 0000088948 SENECA FOODS CORP /NY/ SENEA 0001295372 Carl Marks Strategic Investments II, L.P. C/O CARL MARKS MANAGEMENT COMPANY, L.P. 900 THIRD AVENUE, 33RD FLOOR NEW YORK NY 10022 0 0 1 0 Convertible Participating Preferred Stock, par value $.025 2004-06-22 4 S 0 640000 16.95 D 1998-09-02 Class A Common Stock, par value $.25 640000 51575 D The Convertible Participating Preferred Stock, par value $.025, is convertible on a share for share basis into Class A Common Stock, par value $.25. Not applicable. The Reporting Person disclaims beneficial ownership of the securities reported herein as such securities may be deemed to be beneficially owned (i) indirectly by Carl Marks Management Company, L.P. ("CMMC"), a Delaware limited partnership and registered investment adviser that is the sole general partner of the Reporting Person, and (ii) the three individual general partners of CMMC. CMMC and the three individual general partners of CMMC have filed or will file separately statements pursuant to Section 13 and Section 16 of the Securities Exchange Act of 1934, as amended, with respect to the securities of Seneca Foods Corporation which they may be deemed to beneficially own. /s/ Andrew M. Boas, Carl Marks Strategic Investments II, L.P. by Carl Marks Management Company, L.P., it general partner, by Andrew M. Boas, its general partner 2004-06-24