TERMS OF AGREEMENT

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                                                                Exhibit (b)



            Agreement between The Pillsbury Company, Pillsbury Center, 000

Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000 ("Pillsbury") and Seneca

Foods Corporation, 0000 Xxxxxxxxx-Xxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000

("Seneca").


                                  RECITALS


            The Pillsbury Company is the payee, and Seneca is the maker, of

an 8% Secured Nonrecourse Subordinated Promissory Note dated February 1,

1995, in the original principal amount of $73,025,000 (the "Note").  The

first two partial payments of principal, each payment in the sum of

$3,000,000 (a total of $6,000,000) are due on October 20, 1995, and October

20, 1996, respectively.


                             TERMS OF AGREEMENT


In consideration of their mutual promises, Pillsbury and Seneca hereby

agree as follows:


1.    The due date of the first two payments of principal under the Note,

aggregating $6,000,000, is hereby deferred to October 20, 1998.


2.    Seneca hereby grants Pillsbury an option to convert any part or all

of the $6,000,000 principal payment deferred pursuant to paragraph 1 hereof

to shares of Class A Common Stock of Seneca.  Pillsbury must deliver to

Seneca written notice of its intention to exercise the option with respect

to a specified amount or percentage of the $6,000,000 deferred payment not

later than December 31, 1995, and it must take delivery of the shares which

it has so elected to acquire not later than September 30, 1996.  The

exercise 


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price shall be the midpoint price between the bid and asked price of Seneca

Class A Common Stock on the day the notice of exercise is delivered to

Seneca, but not less than the book value per share of Class A Common Stock

as reflected on the consolidated balance sheet of Seneca as at September

30, 1995.


3.    The parties will agree in good faith as quickly as is mutually

feasible upon the form of notice of exercise of option, securities

registration provisions and other reasonable provisions with respect to the

issuance of Seneca's Class A Common Stock in the event of exercise of the

option granted by this Agreement.


      Dated:      September 28, 1995

                                    The Pillsbury Company



                                    By:   /s/ XXXXXX X. XXXXX    
                                          Xxxxxx X. Xxxxx, SVP
                                          Gen. Counsel & Sec.


                                    SENECA FOODS CORPORATION



                                    By:   /s/ XXXXX XXXXXX       
                                          Xxxxx Xxxxxx, President