Exhibit 2(b) AMENDMENT NO. 1

                                  Exhibit 2(b)


                                 AMENDMENT XX. 0


     Xxxxxxxxx  Xx. 0 to Purchase  Agreement  dated as of March 6, 2003,  by and
among Seneca Foods Corporation,  Xxxxxxxx Brands International,  Inc. and Friday
Holdings (the "Purchase Agreement").

     Pursuant to Section 12(i) of the Purchase Agreement, the undersigned hereby
agree to amend Section 6(c)(ix) thereof to change the term "$1,000,000"  therein
to "$2,000,000."

     Except as amended hereby, the Purchase Agreement shall remain in full force
and effect.

     The date of the Amendment No. 1 is March 26, 2003.


                                                   SENECA FOODS CORPORATION


                                                   By:   /s/Xxxxx X. Xxxxxx
                                                         ----------------------
                                                   Name:    Xxxxx X. Xxxxxx
                                                   Title:   President and CEO


                                             XXXXXXXX BRANDS INTERNATIONAL, INC.


                                                   By:    /s/Xxxxx X. Xxxxx
                                                          ----------------------
                                                   Name:     Xxxxx X. Xxxxx
                                                   Title:    Senior Vice
                                                               President and CFO


                                                     FRIDAY HOLDINGS, L.L.C.


                                                   By:    /s/Xxxxxx X. Xxxxx
                                                          ---------------------
                                                   Name:     Xxxxxx X. Xxxxx
                                                   Title:    Vice President

H:\GSG\Xxxxxxxx\Amendment No. 1 to Purch Agr.doc