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UNITED
      STATES SECURITIES AND EXCHANGE COMMISSIONWashington,
  D.C. 20549



|FORM
      10-K
(Amendment No. 1)
|---------------------------------



(Mark One)

| | ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
| | ------------------------------------------------------------------------------------------------
| |                                                                                                 
| | For
      the fiscal year ended May 30, 2004                                                    
| |                                                                                                 
| | OR                                                                                              
| |                                                                                                 

| | TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
| | ----------------------------------------------------------------------------------------------------
| |                                                                                                     
| | For
      the transition period from _____________________ to _____________________                 
| | Commission
      file number 000-17896                                                              

|HANOVER
          FOODS CORPORATION                           
|--------------------------------------------------------------
|                                                              
|(Exact
        name of registrant as specified in its charter)

|Pennsylvania                            |  | 23-0670710                                  
|--------------------------------------- |  | --------------------------------------------
|                                        |  |                                             
|(State
        or other jurisdiction of |  | (I.R.S.
        Employer Identification No.)
|incorporation
        or organization)  |  |                                             

|                                                                           
|---------------------------------------------------------------------------
|1486
      YORK STREET, P.O. BOX 334
      HANOVER, PENNSYLVANIA 17331-0334
|                                                                           
|(Address
      of principal executive offices) (Zip code)                  
|                                                                           
|Registrants
      telephone number including area code: (717) 632-6000    
|Securities registered pursuant to Section 12(b) of the Act: None           
|                                                                           

|Title of
        each class |  | Name
        of each exchange on which registered
|--------------------------- |  | -------------------------------------------------
|                            |  |                                                  

Securities
  registered pursuant to Section 12(g) of the Act:

|Class
      A Nonvoting Common Stock
|------------------------------------
|                                    
|(Title
      of Class)              



Indicate
    by check mark whether the registrant (1) has filed all reports required to
    be filed by
  Section 13 or 15(d) of the Securities Exchange 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   No

Indicate by
      check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
      S-K is not contained herein, and will not be contained, to the best of
      registrants knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-K or any amendment
      to this Form 10-K.

Indicate
    by check mark whether the registrant is an accelerated filer (as defined
    in Rule 12b-2 of the Act). Yes   No

As of November
      30, 2003, the registrants last business day of the second fiscal
      quarter of fiscal 2004, aggregate value of Class B Voting Common Stock
      held by non-affiliates
      of the registrant based on the price at which such shares were last sold
      as of November 28, 2003 as reported on the NASDAQ over the counter market
      was $11,458,125 excluding 355,399 shares owned by the Employee Stock Trust
      and Employee Stock Ownership Plan.
      As of November 30, 2003, the estimated aggregate market value of Class
      A Nonvoting Common Stock held by non-affiliates of the registrant was $14,818,356
      based on the price at which such shares were last sold as of November 28,
      2003 as reported on the NASDAQ over the counter market. (The exclusion
      of the market value of shares owned
      by any individual or entity shall not be deemed an admission that such
      person is an affiliate of the registrant.) There were 781,648
      shares of Class B Common Stock outstanding as of August 11, 2004, of which
      355,399 shares were owned by the Employee Stock Trust and Employee Stock
      Ownership Plan. There were 287,996 shares of Class A Common Stock outstanding
      as of August 11, 2004.

DOCUMENTS
      INCORPORATED BY REFERENCE

Certain
    sections of the registrants 2004 Annual Report to Shareholders, attached
    as Exhibit 13 to this Form 10-K, are incorporated by reference into Part
    II of this Form 10-K.

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EXPLANATORY NOTE

The registrant is amending its Annual Report on Form 10-K (the “Amendment”) filed on August 30, 2004 to correct and supplement certain information contained in the document as well as the notes to the financial statements for the year ended May 30, 2004.  The Amendment does not restate any of the financial information contained in the registrant’s consolidated financial statements filed in the Annual Report on Form 10-K.

PART
      I

|ITEM
          1. | BUSINESS
|----------------- | --------

Forward Looking
    Statements

When
    used in this Annual Report on Form 10-K, the words or phrases “will likely
    result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “projected,” or
    similar expressions are intended to identify “forward looking statements” within
    the meaning of the Private Securities Litigation Reform Act of 1995. Such
    statements are subject to certain risks and uncertainties, including, but
    not limited to, quarterly fluctuations in operating results, competition,
    state and federal regulation, environmental considerations, foreign operations,
    and a change of control as a result of the pending Warehime family litigation.
    Such factors, which are discussed in the Annual Report, could affect the
    Corporations financial performance and could cause the Corporations actual
    results for future periods to differ materially from any opinion or statements
    expressed herein with respect to future periods. As a result, the Corporation
    wishes to caution readers not to place undue reliance on any such forward
    looking statements, which speak only as of the date made.


OVERVIEW

Hanover
    Foods Corporation (as used herein the term Corporation or Company refers
    to Hanover Foods Corporation and its consolidated subsidiaries) was incorporated
    on December 12, 1924 in Harrisburg, Pennsylvania.


The Corporation
      has seven (7) wholly-owned subsidiaries, Tri-Co. Foods Corp., Spring Glen
      Fresh Foods, Inc., Consumers Packing Company, Hanover Insurance Company,
      Ltd., Nittany Corporation, Bickels Snack Foods, Inc and Aunt Kittys
      Foods, Inc. Tri-Co. Foods Corp. has two (2) wholly-owned subsidiaries:
      Sunwise Corporation and Mayapac, S.A.


Originally,
    the Corporation was established to provide seasonal packing of locally grown
    peas, beans and other vegetables. See Part I  Item 1. Business  Risk
    Factors  Seasonality and Quarterly Fluctuations. From this beginning,
    the Corporation has grown to become one of the leading independent processors
    of canned vegetables, soups, pasta and stews, frozen vegetables and fruits,
    frozen meat products, frozen entrees, frozen soft pretzels, canned and frozen
    mushrooms, fresh foods and snack food products in the eastern United States.
    The Corporations raw materials are readily available, and the Corporation
    is not dependent on a single supplier or a few suppliers. This growth has
    resulted from the Corporations extended scope of operations, new product
    development and acquisitions. See Part I  Item 1. Business  Risk
    Factors  Industry Conditions and Price and Volume Fluctuations.


The Corporation
      is a vertically integrated processor of food products in one industry segment.
      It is involved in the growing, processing, canning, freezing, packaging,
      marketing and distribution of its products under its own trademarks, as
      well as other branded, customer and private labels. See Part I  Item
      1. Business  Risk Factors —General
      Risks of the Food Industry.


The
    Corporation enjoys the strongest retail sales of its products in the mid-Atlantic
    states and Florida. Introduction
    of frozen ethnic blends, specialty vegetables, frozen soft pretzels, refrigerated
    food, canned and frozen mushrooms and snack food products has enabled the
    Corporation to increase and expand its distribution throughout the eastern
    seaboard. Distribution in the remainder of the United States is limited to
    food service, military and industrial customers.


OPERATIONS

The
    Corporation has operations at eleven (11) plants in Pennsylvania, one (1)
    plant in Maryland, one (1) plant in Delaware, one (1) plant in New Jersey
    and two (2) plants in Guatemala.


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PRODUCTS

The
    Corporation markets its products under the brand names HANOVER, HANOVER FARMS,
    MYERS, PHILLIPS, GIBBS, SUPERFINE, MARYLAND CHIEF, MITCHELLS, DUTCH
    FARMS, SUNWISE, O&C (jarred
    onions only), SPRING GLEN FRESH FOODS, SUNNYSIDE FOODS, NOTTINGHAM, BICKELS,
    BON TON, YORK SNACKS, CABANA, DRAPER KING COLE, VENICE MAID, AUNT KITTYS
    AND HARVEST CHOICE. The products sold by the Corporation under these brand
    names include canned vegetables, beans and pasta as well as frozen vegetables,
    frozen meat products, food entrees, refrigerated and fresh foods, canned
    and frozen mushrooms and potato chips. See Managements Discussion
    and Analysis of Financial Condition and Results of Operations  Year
    Ended May 30, 2004 Compared to Year Ended June 1, 2003 in the 2004
    Annual Report to Shareholders attached hereto as Exhibit 13 (the Annual
    Report).


DISTRIBUTION

The
    Corporations products are marketed under its brand labels and customer
    private labels to the consumer for home use and also to the food service
    trade which includes restaurants, fast food chains, hospitals and schools
    as well as military and other governmental uses. The Corporations ten
    largest customers accounted for approximately 36% of the Corporations
    net sales for the fiscal year ended May 30, 2004 and 38% of accounts receivable
    as of May 30, 2004. No single customer accounted for more than 10% of net
    sales for the fiscal years ended May 30, 2004, June 1, 2003 and June 2, 2002.
    The Corporations products are distributed directly to its customers
    and indirectly via independent distributors. Sales activities are conducted
    via Corporation employed sales personnel and independent sales brokerage
    firms. The Corporation also manufactures private label food products for
    other food companies.


COMPETITION

The
    Corporation markets its food products to the retail and food service sectors
    in the Northeastern, Mid-Atlantic, Southeastern and Midwestern areas of the
    United States. See Part I  Item 1. Business  Risk Factors  Competition. The
    principal methods of competition within the food processing industry are:
    price, promotion, advertising, product quality and service. The Corporation
    competes with national processors such as Birds Eye Foods and Campbell Foods
    and regional processors such as Bush, Allen and Morgan Foods.


TRADEMARKS

The
    Corporation has various registered and unregistered trademarks, service marks
    and licenses which are of material importance to the Corporations business.
    The principal trademarks of the Corporation are: Hanover, Myers, Gibbs, Phillips,
    Spring Glen, L.K. Bowman, Bickels, Bon Ton, Cabana, Aunt Kittys
    and Venice Maid.


BACKLOG OF
    ORDERS

The
    Corporation manufactures against customer forecasts and orders. While at
    any given time there may be a backlog of orders, such backlog is not material
    to total sales, nor are the changes from time to time significant.


RESEARCH AND
    DEVELOPMENT

The
    Corporation engages in research and development of new products and improvement
    of existing products as well as the improvement and modernization of its
    operating plants and equipment. See Note 1 of the Notes to Consolidated Financial
    Statements in the Annual Report.


REGULATION

The
    Corporations operations, as is the case of all food companies, are
    subject to strict regulation by the U.S. Food and Drug Administration (FDA).
    The Corporation is also subject to inspection by the Food Safety and Quality
    Service Division (USDA), for its meat and poultry products. FDA regulates
    the safety of the food product, the identity of the product, its purity and
    identification of ingredients therein. USDA establishes grades for products
    and regulates sanitation. The appropriate state agencies regulate the sanitation
    of the Corporations plants and the manufacture of food products utilizing
    flour in any baking process.


The Corporation
      is also regulated by many other federal and state governmental agencies
      such as Occupational Safety and Health Administration (OSHA), Federal Trade
      Commission and U.S. Environmental Protection Agency. See Part I  Item
      1. Business  Risk Factors  Regulation.


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ENVIRONMENTAL
    CONSIDERATIONS

The Corporation
      continually makes investments to comply with all federal, state and local
      laws, environmental rules and regulations. To date, such expenditures have
      not been material with respect to the Corporations capital expenditures,
      earnings or competitive position. See Part I  Item 1. Business  Risk
      Factors  Environmental Risks.


SOURCES OF
    SUPPLY

The Corporation
      maintains an intimate involvement in all phases of agricultural crop production
      as well as direct procurement of fresh vegetables. The Corporation procures
      all of its fresh vegetable requirements through direct contracts with farmers
      who cultivate and harvest the crops according to the Corporations
      specifications. In addition, the Corporation directly procures beans, tomato
      based products, pasta, herbs and other ingredients, as well as containers
      and packaging materials from outside vendors throughout the world. No supplier
      provides more than 10% of the raw materials or packaging materials purchased
      by the Corporation. See Risk Factors  Seasonality and Quarterly Fluctuations.


EMPLOYEES

As of August
      1, 2004, the Corporation, its divisions and subsidiaries employed 2,205
      employees on a full-time and a seasonal basis. 1,622 employees are employed
      in the United States and 583 are employed in Guatemala.


A total of
      744 production workers at the Hanover, PA; Centre Hall, PA; and Clayton,
      DE plants are members of the United Food and Commercial Workers Union -
      Locals 1776, 72 and 56, respectively. The Corporations subsidiary,
      Aunt Kittys Foods, Inc., at its Vineland, NJ plant has 99 employees,
      who are members of United Food and Commercial Workers Union Local #56 and
      9 employees, who are members of Teamsters Local #676. The Hanover and Centre
      Hall, PA plants each have their own three (3) year contract beginning January
      1, 2003 and ending December 31, 2005. The Clayton, DE plant has its own
      three (3) year contract beginning January 1, 2002 and ending December 31,
      2004. The Vineland, NJ plant union contracts have terms ending as follows:
      Teamsters #676  March 31, 2006 and United Food and Commercial Workers
      Local #56  March 31, 2008. The Corporation is currently negotiating
      a collective bargaining agreement with United Food and Commercial Workers
      Union Local #56 for 87 production and warehouse employees of the Ridgely,
      MD plant as a result of an election held on June 30, 2004 and certified
      by the National Labor Relations Board on July 14, 2004. There are no union
      contracts at any other plants or locations of the Corporation. The Corporation
      has never had any strikes or labor disputes interfering with its operations.
      Management considers labor relations to be excellent.


FOREIGN OPERATIONS

The Corporations
      wholly-owned subsidiary, Tri-Co. Foods Corp., has two wholly-owned subsidiaries,
      Mayapac, S.A., of San Jose Pinula, Guatemala; and Sunwise Corporation,
      Lakeland, Florida.


Mayapac S.A.
      procures, processes and ships vegetables and fruit produced in Guatemala.
      Mayapac S.A. contracts with approximately 2,000 independent farmers in
      Guatemala for the growing and harvesting of broccoli, cauliflower, okra
      , Brussels sprouts, melons, cantelope and papaya. The raw vegetable products
      purchased by the Corporation are frozen at one of two Corporation plants
      located in San Jose Pinula, Guatemala; and Teculutan, Guatemala.


Sunwise Corporation
      imports and distributes the Guatemalan products to the Corporation.


The business
      of the Corporation in Guatemala is subject to the laws of Guatemala which
      may place restrictions and controls on such matters as ownership, imports
      and exports, prices, product lines and transfer of funds, and is also subject
      to the fluctuating exchange rate between the Guatemalan quetzal and the
      U.S. dollar. See Managements Discussion and Analysis of Financial
      Conditions and Results of Operations  Impact of Events and Commitments
      of Future Operations in the Annual Report and Part I  Item
      1. Business  Risk Factors  Risks Associated With Foreign Operations.


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Information
      with respect to the revenue, cost of sales and identifiable assets for
      the Corporations foreign operations is set forth in Note 11 to the
      Consolidated Financial Statements entitled "Foreign Operations" in the
      Annual Report.


RISK FACTORS

Industry Conditions
    and Price and Volume Fluctuations

The Corporations
      financial performance and growth are related to conditions in the food
      processing industry. The United States food processing industry is a mature
      industry. The Corporations net sales are a function of product availability
      and market pricing. In the food processing industry, product availability
      and market prices tend to have an inverse relationship: market prices tend
      to decrease as more product is available, whereas if less product is available,
      market prices tend to increase. Product availability is a direct result
      of plantings, growing conditions, crop yields and inventories, all of which
      vary from year to year. In addition, price can be affected by the planting,
      inventory level and individual pricing decisions of the three or four largest
      processors in the industry. Generally, the market prices in the food processing
      industry tend to adjust more quickly to variations in product availability
      than an individual processor can adjust its cost structure; thus, in an
      over-supply situation, a processors margins likely will weaken, as
      suppliers generally are not able to adjust their cost structure as rapidly
      as market prices adjust for the over-supply. The Corporation typically
      has experienced lower margins during times of industry over-supply. See Managements
      Discussion and Analysis of Financial Condition and Results of Operations in
      the Annual Report.


Seasonality
    and Quarterly Fluctuations

The Corporations
      operations are affected by the growing cycle of the vegetables it processes.
      The Corporations business can be positively or negatively affected
      by weather conditions nationally and the resulting impact on crop yields.
      Favorable weather conditions can produce high crop yields and an over-supply
      situation in a given year. This over-supply typically will result in depressed
      selling prices and reduced profitability to the Corporation on the inventory
      produced from that years crops. Excessive rain or drought conditions
      can produce low crop yields and a shortage situation. This shortage typically
      will result in higher selling prices and increased profitability to the
      Corporation. While the national supply situation controls the pricing,
      the supply can differ regionally because of variations in weather.


Because many
      of the raw materials processed by the Corporation are agricultural crops,
      production of products using these crops is predominantly seasonal. As
      a result, the Corporation needs access to working capital financing to
      meet its production requirements during these periods. See Managements
      Discussion and Analysis of Financial Condition and Results of Operations in
      the Annual Report.


Competition

All of the
      Corporations products compete with those of other national, major
      and small regional food processing companies under highly competitive conditions.
      Many of the Corporations major competitors in the market are larger
      and have greater financial and marketing resources than the Corporation.
      Continued industry consolidation also may increase the market strength
      of the Corporations larger competitors making it more difficult for
      the Corporation to increase its market share.


Regulation

United States
      and foreign governmental laws, regulations and policies directly affect
      the agricultural industry and food processing industry. The Corporation
      is subject to regulation by the FDA, the USDA, the Federal Trade Commission,
      the Environmental Protection Agency and various state agencies with respect
      to production, packaging, labeling and distribution of its food products.
      The application or modification of existing, or the adoption of new laws,
      regulations or policies could have an adverse effect on the Corporations
      business and results of operations.


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General Risks
    of the Food Industry

Food processors
      are subject to the risks of adverse changes in general economic conditions;
      evolving consumer preferences and nutritional and health-related concerns;
      changes in food distribution channels and increasing buying power of large
      supermarket chains and other retail outlets that tend to resist price increases;
      federal, state and local food processing controls; consumer product liability
      claims; and risks of product tampering.


Environmental
    Risks

The disposal
      of solid and liquid waste material resulting from the preparation and processing
      of foods are subject to various federal, state and local laws and regulations
      relating to the protection of the environment. Such laws and regulations
      have an important effect on the food processing industry as a whole, requiring
      substantially all firms in the industry to incur material expenditures
      for modification of existing processing facilities and for construction
      of upgraded or new waste treatment facilities.


The Corporation
      cannot predict what environmental legislation or regulations will be enacted
      in the future, how existing or future laws or regulations will be administered
      or interpreted or what environmental conditions may be found to exist.
      Enactment of more stringent laws or regulations or more strict interpretation
      of existing laws and regulations may require additional expenditures by
      the Corporation, some of which could be material.


Risks Associated
    with Foreign Operations

Foreign operations
      generally involve greater risks than doing business in the United States.
      Foreign economies differ favorably or unfavorably from the United States economy
      in such respects as the level of inflation and debt, which may result in
      fluctuations in the value of the countrys currency and real property.
      Further, there may be less government regulation in various countries,
      and difficulty in enforcing legal rights outside the United States. Additionally,
      in some foreign countries, there is the possibility of expropriation or
      confiscatory taxation, limitations on the removal of property or other
      assets, political or social instability or diplomatic developments which
      could affect the operations and assets of U.S. companies doing business
      in that country. Some of these risks are more pronounced in developing
      countries, such as Guatemala. At May 30, 2004, the total assets of theCorporations
      foreign operations were approximately $12.5 million or .006% of total assets.


Litigation
    Risks

The Corporation
      is involved in litigation with the Warehime family (see Part I  Item
      3.  Legal Proceedings). As a result of the pending litigation
      there may be a change of control of the Corporation. A change in control
      may not be in the best interests of shareholders and could have an adverse
      effect on the Corporations business and results of operations.


Impact of a
    Change in Control on the Corporations Senior Debt

A change
      in control of the Corporation would trigger a repayment obligation with
      respect to $20.0 million in aggregate principal amount of 7.01% Senior
      Notes due September 15, 2011 of the Corporation (the Notes).
      In the event of any change of control of the Corporation, the Corporation
      has an obligation to prepay the Notes in the amount equal to 100% of the
      outstanding principal amount of the Notes and accrued interest thereon,
      together with a premium equal to the applicable Make-Whole Amount, as defined
      in the Note Purchase Agreement. A change in control as defined
      in the Note Purchase Agreement means the date on which (i) John Warehime
      ceases to hold the positions of Chairman, President and Chief Executive
      Officer of the Corporation or (ii) Gary T. Knisely ceases to hold the positions
      of Executive Vice President and Secretary of the Corporation. To the extent
      a change of control were to occur and the lenders demand repayment of the
      Notes, the Corporation would be required to obtain an alternative funding
      source to repay this obligation. While the Corporation currently believes
      it would be successful in obtaining additional financing, no assurance
      can be given as to whether the Corporation will be successful in obtaining
      additional funding sources or if such financing will be on terms and conditions
      that are acceptable to the Corporation. See Managements Discussion
      and Analysis of Financial Condition and Results of Operations  Liquidity
      and Capital Resources in the Annual Report.


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WHERE YOU CAN
FIND MORE INFORMATION

The Corporation
      files, annual, quarterly and current reports, proxy statements and other
      information with the Securities and Exchange Commission (the SEC).
      You may read and copy our reports or other filings made with the SEC at
      the SECs Public Reference Room, located at 450 Fifth Street, N.W.,
      Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further
      information on the operation of the Public Reference Room. Our SEC filings
      are also available on the SECs internet website, www.sec.gov.
      The reference to the SECs website, above, is intended to be an inactive
      textual reference and no documents from the SEC website are intended to
      be incorporated by reference in this Annual Report on Form 10-K. We will
      provide, at no cost, copies of our reports and other filings made with
  the SEC. Requests should be directed to:


| | Gary T.
        Knisely          
| | ---------------------------------
| | Hanover
        Foods Corporation
| | 1486 York
        Street         
| | P.O. Box
        334             
| | Hanover,
        PA 17331        
| | Telephone:
        (717) 632-6000

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|ITEM
          2. | PROPERTIES
|----------------- | ----------

The following
      is a list of the Corporations manufacturing, processing and warehousing
  properties. The Corporation owns each of the properties.


|UNITED
      STATES
|-------------------
|                   
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|                   
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|                   
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|GUATEMALA          
|                   
|                   
|                   

The Corporation
      believes that all plants described above are in adequate condition based
      upon their purpose and are adequate to meet the Corporations production
      requirements.


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|ITEM
          3. | LEGAL
          PROCEEDINGS
|----------------- | ---------------------------
|                  |                            





Derivative
      Action


On September
      13, 1996, certain Class A shareholders filed a complaint in equity against
      six of the Corporations directors and the estate of a former director
      in the Court of Common Pleas of York County, Pennsylvania (the complaint).
      The suit also names the Corporation as a nominal defendant. The suit sought
      various forms of relief including, but not limited to, recission of the
      boards April 28, 1995 approval of John A. Warehimes 1995 Employment
      Agreement and the boards February 10, 1995 adjustment of directors
      fees. (Since the filing of this lawsuit, John A. Warehimes 1995 Employment
      Agreement was amended.) In addition, the plaintiffs sought costs and fees
      incident to bringing suit. On November 4, 1996, the complaint was amended
      to add additional plaintiffs. On June 24, 1997, the Court dismissed the
      amended complaint for failure to make a prior demand. An appeal was filed
      on the Courts June 24, 1997 Order. On December 2, 1998, the Superior
      Court of Pennsylvania held that the derivative plaintiffs had made adequate
  demand.


On May 12,
      1997, a written demand was received by the Corporation from the attorney
      for those Class A shareholders containing similar allegations and the allegations
      raised by the Class A common stockholders were investigated by a special
      independent committee of the Board of Directors and found to be without
      merit.


The director
      defendants filed an Answer and New Matter to the amended complaint on March
      17, 1999. On September 5, 2001, director defendants filed a Motion to Dismiss
      the Derivative Action. On September 20, 2001, plaintiffs filed an answer
      to director defendants Motion to Dismiss. On May 17, 2002, the court
      entered an order denying defendants Motion to Dismiss.


On May 14,
      2002, Albert Blakey, Esquire, counsel for certain of the derivative plaintiffs
      filed a Petition for Fees seeking an award of $1,585,716 in attorneys
  fees. Defendants filed a response in opposition to the request for fees.


On January
      29, 2003, Albert Blakey, Esquire, counsel for certain derivative plaintiffs
      filed a Motion for Reconsideration of the Courts December 31, 2002
      denial of the Petition for Fees. A Response in Opposition to the Motion
      for Reconsideration of Plantiffs Petition for Fees was filed with
  the Court on February 12, 2003.


Warehime Family Litigation


On February
      13, 1997, the Board of Directors proposed an amendment and restatement
      of theCorporations
      Articles of Incorporation (the Amended and Restated Articles)
      which provides that if all of the following Class B shareholders (or their
      estates upon the death of such shareholders), Michael A. Warehime, John
      A. Warehime, Sally W. Yelland, J. William Warehime, and Elizabeth W. Stick
      (all members of the Warehime family) do not agree in writing to the composition
      of the Board of Directors or other important matters specified below on
      or after the 1998 annual shareholders meeting, the trustees of the Corporations
      401(k) Savings Plan (or a similar employee benefit plan), who qualify as
      disinterested directors acting as fiduciaries for the employees who participate
      in the Plan, and the Class A shareholders may become entitled to vote in
      the manner described in the document.


The Amended
      and Restated Articles created a Series C Convertible Preferred Stock ,
      which, in case of a dispute among the above mentioned members of the Warehime
      family on Board of Directors composition or other important matters, would
      be entitled to 35 votes per shares (a total of 350,000 votes based on 10,000
      shares of Series C Convertible Preferred Stock issued to and held by the
      trustees of the Corporations 401(k) Savings Plan); if Series C Convertible
      Preferred Stock were entitled to vote because of such dispute, each share
      of Class A Common Stock would be entitled to 1/10thof
  a vote per share.


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The Amended
      and Restated Articles also classified the terms of the Board of Directors
      commencing with the election at the 1997 annual shareholders meeting
      and permitted directors to be elected for four-year term as permitted by
      Pennsylvania law. Pursuant to the Corporations Bylaws, as then in
      effect, nominations for directors must be submitted to the Corporation
      in the manner prescribed by the Bylaws no later than June 1 of the year
      in which the meeting is to occur.


On February
      21, 1997, Michael A. Warehime, a Class B shareholder, and certain Class
      A shareholders filed motions for a preliminary injunction against the Corporation,
      John A. Warehime, in his capacity as voting trustee, and certain directors
      of the Corporation in the Court of Common Pleas of York County, Pennsylvania
      against a Proposal of the Board of Directors to amend and restate the Corporations
      Articles of Incorporation in the manner described herein.


The motions
      for a preliminary injunction were dismissed by the Court on June 24, 1997.
      The Class B shareholders on June 25, 1997 approved the Amended and Restated
      Articles (John A. Warehime, being the sole Class B shareholder voting affirmatively
      in his capacity as voting trustee) and the Amended and Restated Articles
      became effective June 25, 1997.


In August
      1997, the Board of Directors proposed a further amendment (the Amendment)
      to the Amended and Restated Articles to expand the definition of disinterested
      directors in the manner described below, and to approve certain performance
      based compensation for John A. Warehime solely for the purpose of making
      the Corporation eligible for a federal income tax deduction pursuant to
      Section 162(m) of the Internal Revenue Code of 1986, as amended. A special
      meeting was scheduled for August 14, 1997 (the Special Meeting)
      to vote on these proposals. On August 8, 1997, Michael A. Warehime filed
      a motion in the Court of Common Pleas of York County, Pennsylvania to prevent
      John A. Warehime, in his capacity as voting trustee from voting on these
      proposals and to enjoin the Amendment. This motion was denied by the Court
      on August 11, 1997. The Amendment and the proposal under Section 162(m)
      were approved by Class B shareholders (John A. Warehime was the sole Class
      B shareholder to vote affirmatively, in his capacity as voting trustee)
      on August 14, 1997 and the Amendment became effective on August 14, 1997.


Under the
      Amendment, the definition of disinterested directors means
      a person who, in the opinion of counsel for the Corporation, meets any
      of the following criteria: (i) disinterested directors as defined in Section
      1715(e) of the Pennsylvania Business Corporations Law of 1988, as amended;
      (ii) persons who are not interested directors as defined in
      Section 1.23 of The American Law Institute Principles of Corporate
      Governance: Analysis and Recommendations (1994); or (iii) persons
      who qualify as members of the Audit Committee pursuant to Section 303.00
      of the New York Stock Exchanges Listed Company Manual.


Michael A.
      Warehime filed an appeal from the denial of his motion to enjoin the previously
      described Amendment to the Corporations Amended and Restated Articles.
      On December 2, 1998, a majority panel of the Superior Court of Pennsylvania
      issued a decision holding that although John A. Warehime had acted in good
      faith in voting for the Amendment to the Amended and Restated Articles
      as trustee of the Warehime voting trust, he had breached his fiduciary
      duty to the beneficiaries of the Warehime voting trust in voting for the
      Amendment. On November 29, 1999, the Supreme Court of Pennsylvania granted
      a petition for allowance of appeal, filed by John A. Warehime, and granted
      a cross-petition for appeal filed by Michael A. Warehime.


On
          August 13, 1999, Michael A. Warehime filed a complaint in equity in
          the Court of Common Pleas of York County, Pennsylvania, naming as defendants
          Arthur S. Schaier, Cyril T. Noel, Clayton J. Rohrbach, Jr., John A.
          Warehime, and the Corporation. The complaint sought a court order declaring
          that the September 1999 election for the Board of Directors of the
          Corporation be conducted in accordance with the Articles of Incorporation
          of the Corporation as they existed prior to June 25, 1997, an order
          declaring that the Series C Convertible Preferred Stock cannot be voted,
          and an order that the following candidates for the Board of Directors
          of the Corporation proposed by Michael A. Warehime, Sally Yelland,
          Elizabeth Stick and J. William Warehime be accepted by the Corporation
          and listed on the ballot to be distributed at the annual meeting of
          shareholders of the Corporation to be held on September 16, 1999: Michael
          A. Warehime, Daniel Meckley, Elizabeth Stick, Sonny Bowman, and John
          Denton. The basis for the complaint was the December 2, 1998 decision
          of the Superior Court of Pennsylvania which held that John A. Warehime
          breached his fiduciary duties in voting for the Amended and Restated
          Articles as trustee of the Warehime voting trust. The requested relief
          was denied by the Court of Common Pleas of York County and Michael
Warehime appealed to the Superior Court of Pennsylvania.


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On September
      12, 2000, the Superior Court of Pennsylvania stated, in a Memorandum decision,
      that the June 25, 1997 shareholder vote, which adopted the Amended and
      Restated Articles of the Corporation should be set aside, and remanded
      the case to the Court of Common Pleas of York County to determine what
      further relief would be appropriate. On remand, the Court of Common Pleas
      of York County entered an Order on October 10, 2000 declaring that the
      Amended and Restated Articles of Incorporation were set aside and that
      an election should be held without the Amended or Restated Articles. On
      October 11, 2000, the Supreme Court of Pennsylvania entered an Order staying
      the Order of the Court of Common Pleas of York County.


On November
      27, 2000, the Supreme Court of Pennsylvania reversed and remanded the Order
      of the Superior Court issued on December 2, 1998 and, in effect, the Order
      of the Superior Court issued September 12, 2000. In reversing the Superior
      Courts Order, the Supreme Court of Pennsylvania held that John A.
      Warehime, the trustee of the voting trust, did not breach his fiduciary
      duties in voting the trust shares in favor of the Amended and Restated
      Articles of Incorporation. The Supreme Court remanded the case to the Superior
      Court of Pennsylvania to consider other issues raised by Michael A. Warehime.
      On September 17, 2002, the Supreme Court of Pennsylvania granted defendants
      petition for Allowance of Appeal.


On May 4,
      2001, the Superior Court of Pennsylvania, on remand from the Supreme Court
      of Pennsylvania to decide several remaining issues, held that the 1997
      amendments to the Corporations Amended and Restated Articles of Incorporation violated
      principles of corporate democracy and should be invalidated even
      though the Superior Court found the directors acted in good faith and their
      actions in approving the amendments did not result in a breach of their
      fiduciary duties. A petition for allocatur was filed with the Supreme Court
      of Pennsylvania requesting that the Supreme Court of Pennsylvania review
      the Superior Courts May 4, 2001 ruling. On September 17, 2002, the
      Supreme Court of Pennsylvania granted the petition for allocatur and oral
      argument was heard in the matter on May 13, 2003.


On December
      12, 2002, Michael Warehime filed an Emergency Application for Expedited
      Relief with the Pennsylvania Supreme Court in theWarehime
      v. Warehimeappeal
      concerning the election of directors noticed for December 23, 2002. The
      Pennsylvania Supreme Court denied Michael Warehimes emergency application
      on December 20, 2002.


On December
      12, 2002, Michael Warehime filed a Motion for Relief under theWarehime
      v. Schaiercaption
      in the York County Court of Common Pleas. Michael Warehimes motion
      requested,interalia,that
      Hanover Foods Corporations December 23, 2002 election be conducted
      according to the Articles of Incorporation as they existed prior to June
      25, 1997. Following a hearing on December 20, 2002, the York County Court
      of Common Pleas denied Michael Warehimes Motion for Relief. On January
      17, 2003 Michael Warehime appealed the Courts denial of his Motion
      for Relief to the Superior Court of Pennsylvania. Oral argument was heard
      in this matter before the Superior Court of Pennsylvania on January 13,
      2004. On April 22, 2004, the Superior Court of Pennsylvania issued a memorandum
      reversing the December 22, 2002 decision by the York County Court of Common
      Pleas and remanding for further proceedings.


The Corporation
      is involved in various other claims and legal actions arising in the ordinary
      course of business. In the opinion of management, the ultimate disposition
      of these matters will not have a material adverse effect on the Corporations
      consolidated financial position, results of operations or liquidity.


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|ITEM
          4. | SUBMISSION
          OF MATTERS TO A VOTE OF SECURITY HOLDERS
|----------------- | -------------------------------------------------------------

None.


PART
      II

|ITEM
          5. | MARKET
          FOR REGISTRANTS COMMON EQUITY RELATED STOCKHOLDER MATTERS
          AND ISSUER PURCHASES OF EQUITY SECURITIES
|----------------- | -------------------------------------------------------------------------------------------------------------------------------

Information
      contained under the caption Market for the Registrants Common
      Equity and Related Stockholder Matters in the Corporations
      Annual Report to Shareholders as of and for the year ended May 30, 2004,
      which is attached as Exhibit 13, is incorporated herein by reference in
      response to this item. See Part III  Item 12. Security Ownership
      of Certain Beneficial Owners and Management and Related Stockholder Matters  Equity
      Compensation Plan Information regarding the Corporations equity
      compensation plans, which information is incorporated by reference.


|ITEM
          6. | SELECTED
          FINANCIAL DATA
|----------------- | ---------------------------------

Information
      contained under the caption Financial Highlights Five Years in
      the Corporations Annual Report to Shareholders as of and for the
      year ended May 30, 2004, which is attached as Exhibit 13, is incorporated
      herein by reference in response to this item.


|ITEM
          7. | MANAGEMENTS
          DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
          OF OPERATIONS
|----------------- | ---------------------------------------------------------------------------------------------------------

Information
      contained under the caption Managements Discussion and Analysis
      of Financial Condition and Results of Operations in the Corporations
      Annual Report to Shareholders as of and for the year ended May 30, 2004,
      which is attached as Exhibit 13, is incorporated herein by reference in
      response to this item.


|ITEM
          7A. | QUANTITATIVE
          AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------------------ | --------------------------------------------------------------------

Information
      contained under the caption Quantitative and Qualitative Disclosures
      about Market Risk in the Corporations Annual Report to Shareholders
      as of and for the year ended May 30, 2004, which is attached as Exhibit
      13, is incorporated herein by reference in response to this item.


|ITEM
          8. | FINANCIAL
          STATEMENTS AND SUPPLEMENTARY DATA
|----------------- | -----------------------------------------------------
|                  |                                                      





Financial
      statements for Hanover Foods Corporation and subsidiaries contained in
      the Corporations Annual Report to Shareholders as of and for the
      year ended May 30, 2004, and quarterly financial data contained in the
      Corporations Annual Report to Shareholders as of and for the year
      ended May 30, 2004, which is attached as Exhibit 13, are incorporated herein
      by reference in response to this item.






|                  |                                                                                               
|----------------- | ----------------------------------------------------------------------------------------------
|ITEM
          9. | CHANGES
          IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Information
      contained under caption Changes in and Disagreements With Accountants
      on Accounting and Financial Disclosure contained in the Corporations
      Annual Report to Shareholders as of and for the year ended May 30, 2004,
      which is attached as Exhibit 13, is incorporated herein by reference in
      response to this item.


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|ITEM
          9A. | CONTROLS
          AND PROCEDURES
|------------------ | ---------------------------------

The Corporation,
      under the supervision and with the participation of its management, including
      its principal executive officer and principal financial officer, evaluated
      the effectiveness of the design and operation of its disclosure controls
      and procedures as of the end of the period covered by this report. Based
      on this evaluation, the principal executive officer and principal financial
      officer concluded that the Corporations disclosure controls and procedures
      are effective in reaching a reasonable level of assurance that information
      required to be disclosed by the Corporation in the reports that it files
      or submits under the Securities Exchange Act of 1934, as amended (the Exchange
      Act), is recorded, processed, summarized and reported within the
      time period specified in the Securities and Exchange Commissions
      rules and forms.


There
    were no changes to internal control over financial reporting (Internal
    Control) which occurred during the quarter ended May 30, 2004 that
    materially affected or which are reasonably likely to materially affect Internal
    Control.


A control
      system, no matter how well conceived and operated, can provide only reasonable,
      not absolute, assurance that the objectives of the control system are met.
      Further, the design of a control system must reflect the fact that there
      are resource constraints, and the benefits of controls must be considered
      relative to their costs. Because of the inherent limitations in all control
      systems, no evaluation of controls can provide absolute assurance that
      all control issues and instances of fraud, if any, within the Corporation
      have been detected. Because of the inherent limitations in a cost-effective
      control system, misstatements due to error or fraud may occur and not be
      detected. The Corporation conducts periodic evaluations to enhance, where
      necessary its procedures and controls.


PART
      III

|ITEM
          10. | DIRECTORS
          AND EXECUTIVE OFFICERS OF THE REGISTRANT
|------------------ | ------------------------------------------------------------

The following
      table and disclosure set forth the name, age and the present principal
      occupation or employment, and the name and principal business of any corporation
      or other organization in which such employment is carried on, of the directors
      of the Corporation.


|                                    |  |                   |  |                                                              |  | Director
|----------------------------------- |  | ----------------- |  | ------------------------------------------------------------ |  | --------
|Name                                |  | Age
          (1) |  | Principal
          Occupation or Employment                 |  | Since   
|                                    |  |                   |  |                                                              |  |         
|John
        A. Warehime            |  | 66                |  | Chairman
        of the Board, President and Chief Executive |  | 1985    
|                                    |  |                   |  | Officer
        of the Corporation                           |  |         
|Clayton
        J. Rohrbach, Jr     |  | 84                |  | Retired;
        formerly Vice President of Marketing at CPC |  | 1984    
|                                    |  |                   |  | International                                                |  |         
|Cyril T.
        Noel(2)            |  | 79                |  | Retired;
        formerly Vice President of Finance of the   |  | 1983    
|                                    |  |                   |  | Corporation                                                  |  |         
|T. Edward
        Lippy             |  | 74                |  | Vice President
        of Lippy Brothers, Inc.               |  | 1994    
|Arthur
        S. Schaier           |  | 62                |  | President & CEO
        at Schaier Nissan & Schaier Honda,   |  | 1994    
|                                    |  |                   |  | Schaiers
        Enterprises, Inc.                          |  |         
|James G.
        Sturgill, CPA, CVA |  | 63                |  | Managing
        Partner at Sturgill & Associates, LLP       |  | 1994    
|James A.
        Washburn           |  | 54                |  | Chairman
        and CEO at Park 100 Foods, Inc.             |  | 1996    
|Jennifer
        W. Carter(3)       |  | 40                |  | Homemaker,
        Former Assistant to the Chairman          |  | 2002    
|T. Michael
        Haugh            |  | 54                |  | President
        of Hospitality Management Corp.            |  | 2002    

|   
|---
|   
|(1)
|   
|(2)
|   
|(3)

The Corporations
      Amended and Restated Bylaws (the Bylaws), provide that the board of directors should consist of not less
      than seven and not more than fifteen directors. The Amended and Restated
      Articles of Incorporation and amendments thereto (the Articles of
      Incorporation) of the Corporation provide that the board of directors
      is divided into four classes, having staggered terms of office, which are
      as equal in number as possible, and that the members of each class of directors
      are to be elected for a term of four years and will serve until their successors
      have been elected and qualify.


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The
    following information about the Corporations directors is based, in
    part, upon information supplied by such persons.


John A. Warehime
      has served as Chairman of the Board and Chief Executive Officer of the
      Corporation since 1989 and as a Director of the Corporation since 1985.
      Mr. Warehime has 51 years of experience in the food processing industry.


Clayton
    J. Rohrbach is currently retired. Prior to his retirement, Mr. Rohrbach was
    employed at CPC International, a large New York Stock Exchange traded food
    company located in Englewood Cliffs, New Jersey, from 1975 through 1985 as
    Vice President of Marketing.


Cyril T. Noel
      is currently retired. Mr. Noel was the Vice President of Finance of the
      Corporation from 1985 through 1994. Mr. Noel has served on the Board from
      May 1983 until June 15, 1994 and from October 18, 1994 to the present.


T.
    Edward Lippy has been the Vice President of Lippy Brothers, Inc., a family
    farming company located in Hampstead, Maryland, since 1994. Mr. Lippy has
    served as Vice Chairman and Director of Farmers & Merchants Bank, a public
    company located in Fowblesburg, Maryland, since 1989. Additionally, Mr. Lippy,
    served as the Chairman of Baltimore Farm Credit Bank from 1990 through 1992
    and as Chairman of the Farm Credit Council, Washington, D.C. from 1993 through
    1997.


Arthur S.
      Schaier has been a shareholder; President & CEO  Schaier Nissan,
      Schaier Honda, and Schaier Enterprieses, Inc., a retail car dealership
      headquartered at Long Beach, California since 2003. Prior to 2003, he was
      Corporate General Manager of Earnhardts Dodge Motor Companies located
      in Gilbert, Arizona, since 1981.


James
    G. Sturgill, CPA, CVA, has been the Managing Partner at Sturgill & Associates,
    LLP, a public accounting firm headquartered in Westminster, Maryland, since
    1993. Prior to 1993, he was employed at Sturgill, Rager & Lehman, a firm
    located in Westminster, Maryland from 1980 to 1993.


James A. Washburn
      has been the Chairman and Chief Executive Officer of Park 100 Foods, Inc.,
      a food manufacturing company, located in Tipton, Indiana, since 1991. Mr.
      Washburn is also Chief Executive Officer of Hamilton Medaris Corporation
      and H.M.C. Transportation located in Fishers, Indiana.


Jennifer
    W. Carter was Sales and Marketing Facilitator at the Corporation from 1997
    to May 2004 and was Assistant to the Chairman of the Corporation from June
    1, 2000 until her retirement on May 1, 2004. Ms. Carter is the daughter of
    John Warehime.


T. Michael
      Haugh has been President of Hospitality Management Corporation, Abbottstown,
      Pennsylvania, a contract food service company including a fine dining restaurant
      and off-premises catering operation, since 1997.


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EXECUTIVE
    OFFICERS OF THE CORPORATION WHO ARE NOT ALSO DIRECTORS

|                                                            |  | Principal
          Occupation During                    
|----------------------------------------------------------- |  | ---------------------------------------------------------
|Name
          and Age (1)                                  |  | Past
          Five (5) Years and Term in Office         
|                                                            |  |                                                          
|GARY
        T. KNISELY, ESQUIRE                            |  | Executive
        Vice President-1995-Present;           
|Chief Financial
        Officer, Counsel                    |  | Vice President-Administration-1989-1995;                 
|Executive
        Vice President and Secretary              |  | Counsel-1987-Present;
        Secretary-1987-            
|Age: 55                                                     |  | Present.
        Mr. Knisely also acts as Chief          
|                                                            |  | Financial
        Officer of the Corporation             
|                                                            |  | (January
        1996-Present).                          
|                                                            |  |                                                          
|PIETRO
        D. GIRAFFA, JR.                              |  | Vice President-Controller-1996-Present;                  
|Vice President-Controller                                   |  | Controller-1984-1996.
        Mr. Giraffa also acts as   
|Chief Accounting
        Officer                            |  | Chief Accounting
        Officer of the Corporation      
|Age: 58                                                     |  | (January
        1996-Present).                          
|                                                            |  |                                                          
|ALAN T.
        YOUNG                                       |  | Senior
        Vice President-Purchasing & Transportation
|Senior
        Vice President-Purchasing and Transportation |  | July 28,
        2000-Present;                           
|Age: 61                                                     |  | Vice President-Transportation-1996-2000;                 
|                                                            |  | Vice President-Operations-1991-1996;                     
|                                                            |  | Director
        of Corporate Logistics-1990-1991;       
|                                                            |  | Manager
        of Corporate Systems-1986-1990.          
|                                                            |  |                                                          
|DANIEL
        E. SCHUCHART                                 |  | Vice President
        of Sales-October 19, 2000-Present;
|Vice President
        of Sales                             |  | Vice President
        of Industrial Sales-June 1, 1995- 
|Age: 50                                                     |  | October
        18, 2000.                                
|                                                            |  |                                                          
|STEVEN
        E. ROBERTSON                                 |  | Treasurer
        - January 2003 - Present               
|Treasurer                                                   |  | Treasury
        Manager 1991  January 2003            
|Age: 48                                                     |  |                                                          

|    |                                   
|--- | ----------------------------------
|(1) | Age
        as of August 11, 2004.

FAMILY RELATIONSHIPS
    OF DIRECTORS AND EXECUTIVE OFFICERS

Director
    Jennifer W. Carter is the married daughter of John A. Warehime, Chairman,
    Chief Executive Officer and President of the Corporation.


SECTION 16(a)
    BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section
    16(a) of the Exchange Act, requires that directors and certain officers of
    the Corporation file reports of ownership and changes in ownership with the
    SEC as to the shares of the Corporation Class A Common Stock beneficially
    owned by them.


Based solely
      on its review of copies of such forms received by it, the Corporation believes
      that during the Corporations fiscal year ended May 30, 2004, all
      filing requirements applicable to its directors and officers were complied
      within a timely fashion, except for a late Form 3 filed by Mr. Robertson
      and a late Form 4 filed by each of Messrs Knisely, Giraffa, Young, Schuchart,
      Robertson and Ms. Carter.


BOARD OF DIRECTORS,
    COMMITTEES AND ATTENDANCE AT MEETINGS

The
    Board of Directors held five meetings during fiscal 2004. Each director attended
    75% or more of the meetings of the Board and committees of which the director
    was a member during fiscal 2004. The Board of Directors has a standing audit
    committee, nominating and corporate governance committee and compensation
    committee, the functions and composition of which are described below.


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Audit
      Committee


The audit
      committee is responsible for, among other matters, the appointment, compensation,
      retention and oversight of the work of any registered public accounting
      firm engaged by the Corporation, approving all audit and permissible non-audit
      services performed by the auditors, reviewing the results of the audit
      engagement and considering the independence of auditors. Messrs. Noel,
      Rohrbach and Schaier constituted members of the audit committee in fiscal
      2004, with Mr. Noel acting as chairman of the audit committee. On August
      25, 2004, the Board of Directors appointed Mr. Sturgill as a member of
      the audit committee. The Board of Directors determined that at least one
      member of the audit committee, Mr. Sturgill, serves as the audit committee
      financial expert. The Board of Directors believes that all members of the
      audit committee are independent, as required by the Corporate Governance
      Rules of The NASDAQ Stock Market, Inc. (NASDAQ Corporate Governance
      Rules). The audit committee met four times during fiscal 2004. On
      August 25, 2004, the audit committee adopted the Amended and Restated Audit
      Committee Charter, attached to this Form 10-K as Exhibit 99.1. On August 25, 2004 the
	  Board of Directors adopted the Amended and Restated Bylaws, attached to this Form 10-K
	  as Exhibit 3(c), to provide that (i) each audit committee member must be independent and
	  (ii) the audit committee has the authority to select each year the independent accountants
	  to audit the annual financial statements. Prior to this amendment and restatement,
	  the Corporations Bylaws provided that (i) a majority of audit committee members must
	  be independent and (ii) the audit committee had the authority to recommend to the Board
	  the independent accountants to audit the annual financial statements.


Nominating
      and Corporate Governance Committee


In fiscal
      2004, the Corporation did not have a nominating committee and the function
      of nominating directors was carried out by the full Board of Directors.
      As of August 25, 2004, the Board of Directors has designated a standing
      nominating and corporate governance committee, referred to as the nominating
      committee in this document, that is responsible for, among other matters,
      establishing criteria for selecting directors and recommending to the Board
      nominees for director and membership on various Board committees. See the
      nominating committees charter, which is attached to this Form 10-K
      as Exhibit 99.2, for a complete list of the nominating committees
      duties and responsibilities.


Messrs. Noel,
      Rohrbach and Schaier constitute the nominating committee, with Mr. Rohrbach
      acting as chairman of the nominating committee. All members of the nominating
      committee are independent as independence for the nominating committee
      members is defined in the NASDAQ Corporate Governance Rules.


Consideration of Director
        Candidates Recommended or Nominated by Shareholders.The
        nominating committee will consider properly submitted shareholder recommendations
        of director candidates. A shareholder who wishes to recommend a prospective
        director nominee should send a letter to the chairman of the nominating
        committee at: 1486 York Street, P.O. Box 334, Hanover, PA 17331. Such
        letter must be signed and dated and the following information must be
        included in or attached to the letter:


| | • | name and
        address of the shareholder making the recommendation;                                                                                        
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                               
| | • | proof that
        the shareholder was the shareholder of record, and/or beneficial owner,
        of the Companys common stock as of the date of the letter;
| |   |                                                                                                                                                               
| | • | the name,
        address and resume of the recommended nominee; and                                                                                          
| |   |                                                                                                                                                               
| | • | the written
        consent of the recommended nominee to serve as a director of the Company
        if so nominated and elected.                             

In addition,
      Article III, Section 2 of the Corporations Bylaws permits a shareholder of a class of stock entitled
      to vote for the election of directors to nominate directors for election
      at the Corporations shareholders meeting, provided the shareholder
      follows the procedures summarized below:






| |   |                                                                                                                                                                                         
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | • | shareholder
        nominations for directors to be elected, other than those made by or
        on behalf of the Board, must be made in writing and delivered to the
        Secretary;
| |   |                                                                                                                                                                                         
| | • | each
        shareholder nomination must set forth the following:                                                                                                                       
| |   |                                                                                                                                                                                         
| |   | •                                                                                                                                                                                       

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| |   | •                                                                                                                                                                                                                               | all other
        information regarding the shareholder nominee as would be required to
        be included in a proxy statement filed pursuant to the SEC proxy rules;
        and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                 |                                                                                                                                                                                    
| |   | •                                                                                                                                                                                                                               | written
        confirmation executed by the proposed nominee that such nominee has agreed
        to serve as a director of the Corporation if so elected; and                    
| |   |                                                                                                                                                                                                                                 |                                                                                                                                                                                    
| | • | nominations
        not made in accordance with the foregoing procedures will be disregarded
        by the chairman of the meeting and the judge or judges of election will
        disregard all votes cast for that nominee.

The deadline
      for submitting shareholder recommendations of director candidates is the
      same as the deadline for submitting shareholder nominations for director
      candidates set forth in the Bylaws, which is June 1 of the calendar year
      in which the meeting to elect the director or directors is to be held.
      If the number of directors to be elected is increased subsequent to the
      June 1 deadline, the deadline for the submission of recommendations and
      nominations for director will be 15 calendar days after the Corporation
      mails notice of the meeting at which the additional directors are to be
      elected.


Director Qualifications.In
      order to be nominated for director, a candidate must meet the following
      criteria:


| | • | the director
        must be a natural person over 21 years of age;                                                                                                                                                                                                                                                                                            
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                
| | • | the director
        should have high-level business experience;                                                                                                                                                                                                                                                                                               
| |   |                                                                                                                                                                                                                                                                                                                                                                
| | • | the director
        should have knowledge about the issues affecting the Corporations
        business and the food processing industry;                                                                                                                                                                                                                     
| |   |                                                                                                                                                                                                                                                                                                                                                                
| | • | the director
        should have high moral character and share the values of the Corporation;
        and                                                                                                                                                                                                                                                     
| |   |                                                                                                                                                                                                                                                                                                                                                                
| | • | the director
        should have sufficient time to devote the directors energy and
        attention to the diligent performance of the directors duties,
        including, but not limited to, review of the Corporation documents, SEC
        filings and other materials and the attendance of the Board and committee
        meetings, as applicable.

Additional
      special criteria apply to directors being considered to serve on a particular
      committee of the Board, including, but not limited to, the audit committee.
      For instance, the nominating committee will review, if applicable, whether
      the director nominee is independent, as independence is defined in NASDAQ
      Corporate Governance Rules.


Identifying and Evaluating
        Nominees for Director.The
        nominating committee assesses the appropriate size of the Board in accordance
        with the Corporations Bylaws, whether any vacancies on the Board
        are expected and what incumbent directors will stand for re-election
        at the next meeting of shareholders. If vacancies are anticipated, or
        otherwise arise, the nominating committee considers candidates for director
        suggested by members of the nominating committee and other Board members
        as well as management, shareholders and other parties and makes recommendations
        to the Board regarding proposed candidates to fill the vacancy. The nominating
        committee also has the sole authority to retain a search firm to identify
        and evaluate director candidates. Except for incumbent directors standing
        for re-election as described below, there are no differences in the manner
        in which the nominating committee evaluates nominees for director, based
        on whether the nominee is recommended by a shareholder or any other party.


In the case
      of an incumbent director whose term of office expires, the nominating committee
      reviews such directors service to the Corporation during the past
      term, including, but not limited to, the number of Board and committee
      meetings attended, as applicable, quality of participation and whether
      the candidate continues to meet the general qualifications for a Board
      member outlined above, including the directors independence, as well
      as any special qualifications applicable to a member of a particular Board
      committee if such director serves on one or more committees of the Board
      and makes a recommendation regarding such directors nomination for
      reelection to the Board. When a member of the nominating committee is an
      incumbent director eligible to stand for re-election, such director
      does not participate in the portion of the nominating committee meeting
      at which such directors potential recommendation for nomination for
      election as a director is discussed by the nominating committee.


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In the case
      of a new director candidate, the nominating committee will evaluate, if
      applicable, whether the nominee is independent, as independence is defined
      under NASDAQ Corporate Governance Rules, and whether the nominee meets
      the qualifications for a Board member outlined above as well as any special
      qualifications applicable to a member of a particular Board committee,
      on which the nominee may be appointed to serve if elected. In connection
      with such evaluation, the nominating committee determines whether it should
      interview the nominee, and if warranted, one or more members of the nominating
      committee interview the nominee in person or by telephone.


Upon completing
      the evaluation, and the interview in case of a new candidate, the nominating
      committee makes a recommendation to the Board as to whether to nominate
      the director nominee for election at the next shareholders meeting at which
      directors will be elected.


Process for Shareholders
        to Send Communications to the Board.The
        Board of Directors believes that the Corporations shareholders
        should have a method of communicating issues or concerns regarding the
        Corporations business or the functions of the Board of Directors
        to the Board.


Shareholders
      may address correspondence to the Board of Directors or to individual members
      of the Board, including the Chairman of the Boards nominating, compensation
      or audit committees, c/o Secretary, Hanover Foods Corporation, 1486 York
      Street, P.O. Box 334, Hanover, PA 17331.


The Corporations
      Secretary will review all correspondence and will create a log of all correspondence
      received. The Secretary will periodically forward any correspondence received
      from a holder of the Corporations securities which, in the Secretarys
      opinion, deals with concerns regarding the Corporations business
      or with the functions of its Board or which he otherwise determines requires
      attention, to the Board of Directors or to the member of the Board to whom
      the correspondence is addressed. Directors may at any time review the log
      of all correspondence received and request copies of any such correspondence.


Concerns
      relating to internal accounting controls and questionable accounting or
      auditing matters will be brought to the attention of the Board in accordance
      with the procedures established by the audit committee with respect to
      such matters and set forth in the Corporations Whistle-Blower Policy.


Policy
        Regarding Board Members Attendance of Annual Shareholder Meetings.The
        Board of Directors has adopted a policy that a majority of the Corporations
        directors attend the Corporations Annual Meeting of Shareholders.
        Three directors attended the prior annual meeting of shareholders held
        on December 23, 2002.


Compensation
      Committee


The
      compensation committee is responsible for making recommendations to the
      Board of Directors concerning compensation for the Corporations executive
      officers and taking such other actions as may be required in connection
      with the Corporations compensation and incentive plans. Messrs. Rohrbach
      and Schaier constitute members of the compensation committee with Mr. Rohrbach
      acting as chairman of the compensation committee. During fiscal 2004, the
      compensation committee held one meeting.


CODE OF ETHICS
    FOR SENIOR FINANCIAL OFFICERS

The Board
      of Directors has adopted the Code of Ethics for Senior Financial Officers
      that applies to the Companys principal executive officer, principal
      financial officer, principal accounting officer and controller. A copy
      of the Code of Ethics for Senior Financial Officers is attached to this
      Form 10-K as Exhibit 14.


DIRECTOR COMPENSATION

During fiscal
      year 2004, each director of the Corporation was paid an annual retainer
      of $12,000 payable in equal monthly installments of $1,000. Board Members
      also receive a fee of $1,500 for each quarterly Board meeting attended
      in person and $750 for each quarterly Board meeting which the director
      participated in by telephone. Directors are paid $1,000 for each special
      Board meeting attended in person and $500 for each special Board meeting
      which the director participated in by telephone. In addition, an annual
      fee of $1,000 per year was paid for service as a committee chairman. Committee
      members also received a fee of $1,000 for each committee meeting attended
      in person and $500 for each committee meeting which the director participated
      in by telephone.


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AUDIT COMMITTEE
    REPORT

On July 23, 2004, the Audit Committee met with management to review and discuss
      the audited financial statements. The Audit Committee also conducted discussions
      with its independent auditors, BDO Seidman LLP, regarding the matters required
      by the Statement on Auditing Standards No. 61. As required by Independence
      Standards Board Standard No. 1, Independence Discussions with Audit
      Committees, the Audit Committee has discussed with and received the
      required written disclosures and a confirming letter from BDO Seidman LLP
      regarding its independence and has discussed with BDO Seidman LLP its independence.
      Based upon the review and discussions referred to above, the Audit Committee
      recommended to the Board of Directors that the audited financial statements
      be included in the Corporations Annual Report on Form 10-K for the
      year ended May 30, 2004.


This Audit
      Committee Report shall not be deemed incorporated by reference in any document
      previously or subsequently filed with the Securities and Exchange Commission
      that incorporates by reference all or any portion of this Annual Report
      on Form 10-K, except to the extent that the Corporation specifically requests
      that the Audit Committee Report be specifically incorporated by reference.


Members
    of the Audit Committee





|Cyril
        T. Noel | Clayton
        Rohrbach, Jr. | Arthur
        S. Schaier
|--------------------- | ----------------------------- | -------------------------





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|ITEM
          11. | EXECUTIVE
          COMPENSATION.
|------------------ | ---------------------------------

The following
      table sets forth certain information regarding the compensation paid to
      the Chief Executive Officer and each of the four other most highly compensated
      executive officers of the Corporation for services rendered in all capacities
      during the past three fiscal years (Named Officers).


SUMMARY
      COMPENSATION TABLE



|                                                                                        |      | Annual
          Compensation |  |         | Long
          Term Compensation Awards
|--------------------------------------------------------------------------------------- | ---- | ----------------------------- |  | ------- | ---------------------------------------
|                                                                                        |      |                               |  |         |                                        
|Name
            and Principal Position                                                 |      | Fiscal
      Year             |  |         | Salary                                 
|                                                                                        |      |                               |  |         |                                        
|John A.
        Warehime                                                                |      | 2004                          |  | $       | 773,950                                
|Chairman,
        President and Chief Executive Officer                                 |      | 2003                          |  |         | 737,095                                
|                                                                                        | 2002 |                               |  | 701,995 |                                        
|                                                                                        |      |                               |  |         |                                        
|Gary T.
        Knisely                                                                 |      | 2004                          |  | $       | 255,256                                
|Chief
        Financial Officer, Counsel, Executive VicePresident
        and Secretary |      | 2003                          |  |         | 243,101                                
|                                                                                        | 2002 |                               |  | 231,525 |                                        
|                                                                                        |      |                               |  |         |                                        
|Alan T.
        Young                                                                   |      | 2004                          |  | $       | 155,344                                
|Senior
        Vice President  Purchasing andTransportation                            |      | 2003                          |  |         | 150,819                                
|                                                                                        | 2002 |                               |  | 146,426 |                                        
|                                                                                        |      |                               |  |         |                                        
|Pietro
        D. Giraffa, Jr                                                           |      | 2004                          |  | $       | 141,813                                
|Vice
        President  Controller
        and ChiefAccounting
        Officer         |      | 2003                          |  |         | 137,683                                
|                                                                                        | 2002 |                               |  | 131,127 |                                        
|                                                                                        |      |                               |  |         |                                        
|Daniel
        E. Schuchart                                                             |      | 2004                          |  | $       | 128,104                                
|Vice President  Sales                                                                  |      | 2003                          |  |         | 124,373                                
|                                                                                        |      | 2002                          |  |         | 118,450                                

|   
|---
|(1)
|   
|(2)
|   
|(3)
|   
|(4)
|   
|(5)
|   
|(6)
|   



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The following
      table provides information regarding options granted to the Corporations
      Named Officers during fiscal 2004.


OPTIONS/SAR
      GRANTS IN LAST FISCAL YEAR

INDIVIDUAL
      GRANTS



|Name                           |                        | Number
          of |            | %
          of Total    |   |  |   |        |  |          |  |   |       
|------------------------------ | ---------------------- | ------------------- | ---------- | ----------------------- | - |  | - | ------ |  | -------- |  | - | ------
|Securities                     | Options/SARs           | Exercise            |            | Black
          Scholes
|Underlying                     | Granted
          to   | or
          Base   |            | Grant
          Date   
|Options/SARs                   | Employees
          in | Price               | Expiration | Present                
|Granted
          (#)(1)       | Fiscal
          Year  | ($/sh)              | Date       | Value
          ($) (2)
|                               |                        |                     |            |                         |   |  |   |        |  |          | 
|John A.
        Warehime       |                        | -0-                 |            | -0-                     |   |  |   | -0-    |  | N/A      |  |   | N/A   
|                               |                        |                     |            |                         |   |  |   |        |  |          |  |   |       
|Gary T.
        Knisely        |                        | 2,500               |            | 1.25                    | % |  | $ | 118.00 |  | 10/17/13 |  | $ | 88,175
|                               |                        |                     |            |                         |   |  |   |        |  |          |  |   |       
|Alan T.
        Young          |                        | 2,500               |            | 1.25                    | % |  | $ | 118.00 |  | 10/17/13 |  | $ | 88,175
|                               |                        |                     |            |                         |   |  |   |        |  |          |  |   |       
|Pietro
        D. Giraffa, Jr. |                        | 2,500               |            | 1.25                    | % |  | $ | 118.00 |  | 10/17/13 |  | $ | 88,175
|                               |                        |                     |            |                         |   |  |   |        |  |          |  |   |       
|Daniel
        E. Schuchart    |                        | 2,500               |            | 1.25                    | % |  | $ | 118.00 |  | 10/17/13 |  | $ | 88,175

|   
|---
|   
|(1)
|   
|(2)
|   

| | Risk-free
        interest rate                |   | 5.45 | %
| | ---------------------------------------------- | - | ---- | -
| | Dividend
        yield                         |   | 1    | %
| | Expected
        life                          |   | 9    |  
| | Market
        price at grant(appraisal value) | $ | 118  |  
| | Expected
        volatility                    |   | 8.6  |  





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The following
      table provides information regarding option exercises during fiscal 2004
      and year end option values.


AGGREGATED
        OPTIONS/SAR EXERCISED IN LAST FISCAL YEARAND FISCAL YEAR END OPTION VALUES

|                               |                                | Shares
    AcquiredOn
    Exercise |                   |   |  | Number
          of Securities |  |   |     | 
|------------------------------ | ------------------------------ | ---------------------------------- | ----------------- | - |  | ------------------------------ |  | - | --- | 
|Underlying                     | Value
          of Unexercised
|Unexercised
          Options  | In-the-Money                  
|at
          Fiscal            | Options
            at        
|Year
          End             | Fiscal
          Year End     
|Exercisable/                   | Exercisable/                  
|Name                           | Value
          Realized($)    | Unexercisable                      | Unexercisable (1)
|                               |                                |                                    |                   |   |  |                                |  |   |    
|John A.
        Warehime       |                                | —                                  |                   | — |  | 0/0                            |  | $ | 0/0 | 
|Gary T.
        Knisely        |                                | —                                  |                   | — |  | 0/4,500                        |  | $ | 0/0 | 
|Alan T.
        Young          |                                | —                                  |                   | — |  | 0/4,000                        |  | $ | 0/0 | 
|Pietro
        D. Giraffa, Jr. |                                | —                                  |                   | — |  | 0/3,500                        |  | $ | 0/0 | 
|Daniel
        E. Schuchart    |                                | —                                  |                   | — |  | 0/3,500                        |  | $ | 0/0 | 

|   
|---
|(1)
|   
|(2)
|   



EMPLOYMENT
    AGREEMENTS AND CHANGE IN CONTROL SEVERANCE AGREEMENTS

On June
      12, 1995, the Corporation entered into a five-year employment agreement
      with its Chief Executive Officer, John A. Warehime, at an annual base salary
      of $650,000 with such compensation payable retroactively from April 1,
      1994 (the 1995 Employment Agreement). The 1995 Employment Agreement
      was amended on February 13, 1997 (Amended Employment Agreement).
      The principal terms of Mr. Warehimes employment arrangements with
      the Corporation as amended by the Amended Employment Agreement are set
      forth below.


The
        Amended Employment Agreement provides for annual increases (but not decreases)
        in the employees annual salary equal to the greater of 5% of the
        prior years salary or the annual percentage increase in the Consumer
        Price Index (CPI). Mr. Warehimes annual base salary for fiscal
        2004 and 2003 was $773,950 and $737,095, respectively. Unless terminated
        by either party, the Amended Employment Agreement automatically renews
        annually on each anniversary date so that five years always remain on
        the term of the agreement. In the event the employee is terminated without
        cause, or in the event the employee terminates his employment after a
        reduction (without his written consent) of his duties or authority, compensation,
        or similar events, the Amended Employment Agreement provides for the
        payment of the salary and bonus (including all other benefits) over the
        remaining term of the agreement. In the event of termination due to death
        or disability, the Amended Employment Agreement provides for the same
        payment to the employee (or in the event of the death of the employee,
        his spouse, or descendants) for one year and thereafter the payment of
        supplemental pension benefits as described below. In addition, the Amended
        Employment Agreement provides for the reimbursement by the Corporation
        of the employees legal and accounting fees up to $75,000 per year
        and reasonable business expenses incurred by the employee
        in connection with the business of the Corporation. The Amended Employment
        Agreement also provides the employee with various other benefits including
        the use of an automobile, disability and life insurance, and a club membership.


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The annual bonus
      payable to the employee under the Amended Employment Agreement is equal
      to $100,000 plus 10% of the Corporations pretax earnings over $5.0
      million provided that no annual bonus is payable if pretax earnings of
      the Corporation are less than $5.0 million. The Amended Employment Agreement
      limits salary and the annual bonus payment described above to an aggregate
      of not more than $1.0 million annually. Annual bonuses can be paid in cash
      or Class A Common (non-voting) Stock at the option of the employee. For
      the years ended May 30, 2004, June 1, 2003, and June 2, 2002, the bonus
      accrued under this agreement was $226,050, $262,905, and $298,000, respectively.


The Amended
      Employment Agreement also provides for the annual payment of a long-term
      performance bonus based upon the Corporations performance over the
      prior five-year period as measured by its average sales growth and average
      increase in operating profits as compared to an industry peer group over
      the same period. The bonus payable is calculated based upon a formula matrix
      set forth in the Amended Employment Agreement, with such formula being
      recommended by an independent management consulting firm retained by the
      Corporation and approved by the Compensation Committee of the Board of
      Directors. For the years ended May 30, 2004, June 1, 2003, and June 2,
      2002, the long-term performance bonus accrued under this agreement was
      $100,500, $169,140, and $157,000, respectively.


The Amended
      Employment Agreement provides for annual supplemental pension benefits,
      commencing upon the earlier of (a) five years after termination of the
      employee (or one year following his death or disability) or (b) the date
      of retirement, payable during the life of the employee and upon his death
      for the life of his spouse. Such annual supplemental pension benefits are
      equal to 60% of average total compensation (including bonuses) over the
      latest three-year period prior to retirement, assuming retirement at age
      65 or later. Supplemental pension benefits are reduced based upon an established
      formula to the extent the employee retires prior to age 65. The net present
      value of the cost of providing this future benefit is recognized by the
      Corporation over the remaining expected years of service. The expense recognized
      under this agreement was approximately $1,158,000, $863,000, and $773,000
      for the years ended May 30, 2004, June 1, 2003, and June 2, 2002, respectively.
      The projected benefit obligation was approximately $5,493,101 and $4,447,000
      at May 30, 2004 and June 1, 2003, respectively.


The Amended
      Employment Agreement was revised effective as of August 1, 1997 to make
      certain clarifying changes and to require that bonus payments to Mr. Warehime
      in any taxable year in excess of $1.0 million would be subject to shareholder
      approval, which shareholder approval was given on August 14, 1997.


On January
      23, 1997, the Corporation entered into a five-year employment agreement
      with Gary T. Knisely, Executive Vice President, Secretary, and Counsel
      of the Corporation, at an annual salary of $175,000 with such compensation
      payable retroactively from June 1, 1996 (the Knisely Agreement).
      Unless terminated by either party, the Knisely Agreement automatically
      renews annually on each anniversary date so that five years always remain
      on the term of the agreement. The Knisely Agreement provides for annual
      salary increases (but not decreases) equal to the greater of 5% of the
      prior years salary or the annual percentage increase in the CPI,
      as well as incentive bonuses and various other benefits. As of May 30,
      2004, the aggregate liability of the Corporation under this agreement for
      the next five years is estimated to be $1,480,973, excluding annual performance
      bonuses. In the event the employee is terminated without cause, or in the
      event the employee terminates his employment after a reduction (without
      his written consent) of his duties or authority, compensation, or similar
      events, the Knisely Agreement provides for the payment of the salary and
      bonus (including all other benefits) over the remaining term of the agreement.
      In the event of termination due to death or disability, the Knisely Agreement
      provides for the payment of salary and bonus (including all other benefits)
      to the employee (or his spouse or other descendants in the event of the
      employees death) for the later of one year from the date of such
      termination or the death of the employee.


The
        Knisely Agreement also provides for annual supplemental pension benefits
        equal to 60% of the employees average annual compensation (including
        bonuses but excluding other benefits) over the three most recent fiscal
        years prior to the employees termination if the employee is no
        longer employed by the Corporation and the employee has attained the
        age of 55. Such annual supplemental pension benefits are payable for
        the remainder of the lifetime of the employee. The net present value
        of the cost of providing this future pension benefit is recognized
        by the Corporation over Mr. Kniselys expected remaining years of
        service. The expense recognized for supplemental pension benefits under
        this agreement was approximately $273,559, $171,000, and $81,000, for
        the years ended May 30, 2004, June 1, 2003, and June 2, 2002, respectively.
        The projected benefit obligation was approximately $1,191,056 and $593,000
        at May 30, 2004 and June 1, 2003, respectively.


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On May 21,
      1997, the Corporation entered into a change in control severance agreement
      with Alan T. Young which provides for termination compensation if Mr. Youngs
      employment is terminated: (i) involuntarily, within 24 months of change
      in control or (ii) voluntarily, following a reduction in base salary, duties
      and responsibilities, within 24 months of a change in control. A change
      in control shall be deemed to occur if John A. Warehime ceases to
      be Chief Executive Officer of the Corporation or ceases to have the power
      and authority of the Chief Executive Officer. Pursuant to the terms of
      this agreement, any payment due thereunder shall be made over a two year
      period no less frequently than monthly and all payments during any twelve
      month period shall not in the aggregate exceed the officers total
      cash compensation (salary and bonus) received from the Corporation during
      fiscal 2001.


On October
      17, 2001, the Corporation entered into a similar change in control severance
      agreement with each of the following seven current officers: Mr. Pietro
      D. Giraffa, Jr., Mr. Edward L. Boeckel, Jr., Mr. Daniel E. Schuchart, Mr.
      William S. Gaugler, Jr., Mr. Timothy D. Mechler, Mr. Jeffrey A. Warehime
      and Mr. J. Andrew Warehime. Jeffrey A. Warehime and Andrew Warehime are
      the adult children of John Warehime, the Chairman of the Corporation.


All payments
      made pursuant to any of these agreements are subject to the further conditions
      that: (i) the officer maintain the confidentiality of the Corporations
      trade secrets, customer lists and other proprietary information of the
      Corporation; (ii) for a period of two years following the termination of
      the officer, neither the officer or his employer or business associate
      shall enter into or attempt to enter into any business relationship, solicit
      for employment or employ any person, employed by the Corporation or its
      affiliates at any time within six months prior to the officers termination;
      and (iii) for a period of two years following the termination, the officer
      shall not directly or indirectly own, manage, operate, join or participate
      in any capacity, any entity which is primarily engaged in a business which
      competes with any significant business of the Corporation or its affiliates.
      If the executives were terminated on May 30, 2004, under circumstances
      entitling them to severance payments pursuant to these agreements, the
      aggregate amount due to each under the agreement would have been as follows:
      Mr. Young $387,810, Mr. Giraffa $331,472, Mr. Boeckel $240,626, Mr. Schuchart
      $313,326, Mr. Gaugler $217,648, Mr. Mechler $216,892, Mr. Jeffrey A. Warehime
      $240,500 and Mr. J. Andrew Warehime $123,678.


COMPENSATION
    COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Hanover
      Foods has designed its executive compensation program to attract, motivate
      and retain talented executives. Toward this end, the executive compensation
      program provides:


| | • | A base
        salary program and benefits to attract and retain talented executives
        who demonstrate the qualities required in Hanover Foods business
        operations and who meet the Corporations established goals and
        standards.                                                                                                                                                                                                                                                                                                                                                                                              
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | • | Annual
        incentive bonus payments that are highly variable based on the achievement
        of the Corporations pre-tax earnings goals and pre-established
        individual goals. These incentive bonuses reward individuals whose performance
        contributes to achieving strategic and financial corporate objectives,
        which increase shareholder value. Additionally, the long-term component
        of the Chief Executive Officers bonus is determined pursuant to
        a formula based on the Corporations performance over the prior
        five years as compared to an industry peer group over the same period.

The Corporations
      officer compensation program is comprised of base salary, annual cash incentive
      compensation and various benefits generally available to all full-time
      employees of the Corporation, including participation in group medical
      and life insurance plans and a 401(k) plan. The Corporation seeks to be
      competitive with compensation programs offered by companies in the food
      processing industry and other companies of a similar size located in its
      market area based on formal and informal surveys conducted by the Corporation.


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Base
      Salary .   The
      Corporation has entered into employment agreements with Messrs. Warehime
      and Knisely pursuant to which they were entitled to receive annual base
      salaries of $773,950 and $255,256 during fiscal 2004, respectively. Pursuant
      to the terms of the employment agreements, such salaries are adjusted each
      year in accordance with the Consumer Price Index. The Board of Directors
      believe that the compensation levels established in the employment agreements
      were consistent with competitive practices for executives at this level
      based upon an evaluation performed on these employment agreements by an
      independent management consulting firm.


The Corporation
      also entered into change in control severance agreement with certain officers
      of the Corporation which are described under Employment Agreements
      and Change in Control Severance Agreements. These agreements do not
      establish a base salary for these officers.


Annual
      Incentive Compensation .   Under
      his employment agreement, Mr. Warehime is entitled to receive an annual
      bonus if the Corporations pre-tax earnings are $5.0 million or more.
      Such bonus is equal to $100,000 plus 10% of all pre-tax earnings over $5.0
      million. Such bonus, along with base salary, is limited to a maximum of
      $1.0 million per year. Mr. Warehime is also entitled to a long-term annual
      bonus based upon the Corporations performance over the past five
      years as measured by its average sales growth percentage (sales performance
      index) and average percentage of operating profits to sales (profitability
      index) as compared to the performance of companies in an industry
      peer group. The bonus amount is determined by a formula contained in Mr. Warehimes
      employment agreement as calculated by an independent management consulting
      firm retained by the Corporation.


Annual cash
      bonuses of up to 100% of an officers base salary are paid to the
      Corporations officers, other than the Chief Executive Officer, based
      upon the Corporations pre-tax earnings. In certain cases, bonuses
      are based on certain individual performance goals. In addition, Alan T.
      Young, Senior Vice President of Purchasing and Transportation received
      a bonus on incremental industrial sales.


Stock
      Options .   In
      fiscal 2003 and 2004, the Board of Directors approved Stock Option Plans
      as a means of compensating its executive officers and key employees in
      fiscal 2003 and all of its full time non union employees who had at least
      one full year of service in fiscal 2004. Options in fiscal 2003 and fiscal
      2004 were awarded pursuant to these plans to certain executive officers, excluding John Warehime.


Compensation of Chief
        Executive Officer.   Pursuant
        to his employment agreement, Mr. Warehimes annual base salary for
        fiscal 2004 was $773,950, which represents an increase of $36,855 from
        fiscal 2003. Mr. Warehime also was paid a bonus (which represents both
        short and long term components of Mr. Warehimes bonus) pursuant
        to his employment agreement as a result of the achievement of certain
        levels of pre-tax income by the Corporation and increases in the Corporations
        sales performance index and profitability index as compared to its peers.


Policy
      with respect to Section 162(m) of the Internal Revenue Code .   Generally,
      Section 162(m) of the Internal Revenue Code of 1986, and the regulations
      promulgated thereunder (collectively, Section 162(m)), denies
      a deduction to any publicly held corporation, such as the Corporation,
      for certain compensation exceeding $1,000,000 paid during a taxable year
      to the chief executive officer and the four other highest paid executive
      officers, excluding, among other things, certain performance-based compensation.
      The Compensation Committee evaluates to what extent Section 162(m) will
      apply to its compensation programs. In order to bring bonus payments to
      Mr. Warehime under his Employment Agreement in excess of $1,000,000 into
      compliance with Section 162(m), shareholders of the Class B Common Stock
      approved such bonus payments at a meeting held in August 1997.


Members
    of the Compensation Committee

Clayton
    J. Rohrbach, Jr. Arthur S. Schaier

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|ITEM
          12. | SECURITY
          OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS
|------------------ | ------------------------------------------------------------------------------------------------------------------
|                   |                                                                                                                   





The following
      table sets forth as of August 11, 2004 certain information with respect
      to the beneficial ownership of the capital stock by: (i) each person who
      is known by the Corporation to be the beneficial owner of more than five
      percent of any class of the Corporations capital stock; (ii) each
      of the Corporations directors; (iii) each of the Named Officers;
      and (iv) the Corporations directors and executive officers as a group.
      Except as otherwise
      indicated, the beneficial owners of the capital stock listed below have
      sole investment and voting power with respect to such shares. The address
      of the directors and Named Officers is that of the Corporation.


As of August
      11, 2004, the following number of shares of each class of capital stock
      were outstanding:


|Class
          of Capital Stock  | Number
      of Shares | 
|--------------------------------- | ---------------------- | 
|                                  |                        | 
|Class A
        Common Stock      | 287,996                | 
|Class B
        Common Stock      | 781,648                | 
|Preferred
        Stock, Series A | 6,228                  | 
|Preferred
        Stock, Series B | 8,336                  | 
|Preferred
        Stock, Series C | 10,000                 | 

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|                                                               |                           |  | Shares  |  |                      | 
|-------------------------------------------------------------- | ------------------------- |  | ------- |  | -------------------- | 
|                                                               | Beneficially
    Owned(1) | 
|                                                               |                           | 
|                                                               | Title
          of        |  |         |  |                      | 
|                                                               | Class                     |  | Amount  |  | %
          of Class | 
|                                                               |                           |  |         |  |                      | 
|NAME
          OF 5% BENEFICIAL OWNER                          |                           |  |         |  |                      | 
|Common
            Stock                                       |                           |  |         |  |                      | 
|                                                               |                           |  |         |  |                      | 
|Alan A.
        Warehime Intervivos Trust A(2)                 | Common
        A          |  |        |  |                     | 
|Farmers
        Bank                                           | Common
        B          |  | 39,828  |  | 5.0                  | 
|c/o Allfirst
        Bank                                      |                           |  |         |  |                      | 
|13 Baltimore
        Street                                    |                           |  |         |  |                      | 
|Hanover,
        PA 17331                                      |                           |  |         |  |                      | 
|                                                               |                           |  |         |  |                      | 
|Alan A.
        Warehime Intervivos Trust B(3)                 | Common
        A          |  |        |  |                     | 
|Farmers
        Bank                                           | Common
        B          |  | 76,165  |  | 9.7                  | 
|c/o Allfirst
        Bank                                      |                           |  |         |  |                      | 
|13 Baltimore
        Street                                    |                           |  |         |  |                      | 
|Hanover,
        PA 17331                                      |                           |  |         |  |                      | 
|                                                               |                           |  |         |  |                      | 
|Heartland
        Advisors, Inc.(4)                            | Common
        A          |  | 49,500  |  | 17.2                 | 
|c/o William
        J. Nasgovitz                               | Common
        B          |  |        |  |                     | 
|790 North
        Milwaukee Street                             |                           |  |         |  |                      | 
|Milwaukee,
        WI 53202                                    |                           |  |         |  |                      | 
|                                                               |                           |  |         |  |                      | 
|ARWCO Corporation(18)                                          | Common
        A          |  | 2,568   |  | *                    | 
|P.O. Box
        917                                           | Common
        B          |  |        |  |                      | 
|Hanover,
        PA 17331                                      |                           |  |         |  |                      | 
|                                                               |                           |  |         |  |                      | 
|Warehime
        Enterprises, Inc.(18)                         | Common
        A          |  | 19,109  |  | 6.6                  | 
|251 Frederick
        Street                                   | Common
        B          |  | 15,994  |  | 2.0                  | 
|Hanover,
        PA 17331                                      |                           |  |         |  |                      | 
|                                                               |                           |  |         |  |                      | 
|Elizabeth
        W. Stick(18)                                 | Common
        A          |  | 14,972  |  | 5.2                  | 
|35 Peyton
        Road                                         | Common
        B          |  | 44,244  |  | 5.7                  | 
|York, PA
        17403                                         |                           |  |         |  |                      | 
|                                                               |                           |  |         |  |                      | 
|J. William
        Warehime(18)                                | Common
        A          |  | 1,834   |  | *                    | 
|257 Frederick
        Street                                   | Common
        B          |  | 77,708  |  | 9.9                  | 
|Hanover,
        PA 17331                                      |                           |  |         |  |                      | 
|                                                               |                           |  |         |  |                      | 
|Sally W.
        Yelland(18)                                   | Common
        A          |  |        |  |                     | 
|2015 Youngs
        Road                                       | Common
        B          |  | 36,962  |  | 4.7                  | 
|Hanover,
        PA 17331                                      |                           |  |         |  |                      | 
|                                                               |                           |  |         |  |                      | 
|Hanover
        Foods Corporation(5)                           | Common
        A          |  |        |  |                     | 
|Employee
        Stock Trust                                   | Common
        B          |  | 355,399 |  | 45.5                 | 
|1486 York
        Street                                       |                           |  |         |  |                      | 
|Hanover,
        PA 17331                                      |                           |  |         |  |                      | 
|                                                               |                           |  |         |  |                      | 
|Series
            C Preferred Stock                           |                           |  |         |  |                      | 
|                                                               |                           |  |         |  |                      | 
|Hanover
        Foods Corporation 401(k) Savings Plan Trust(6) | Common
        A          |  |        |  |                     | 
|1486 York
        Street                                       | Common
        B          |  |        |  |                     | 
|Hanover,
        PA 17331                                      | Preferred
        C       |  | 10,000  |  | 100.0                | 

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|                                       | Shares          |                 
|-------------------------------------- | --------------- | ----------------
|Beneficially
      Owned (1)          
|                                      
|Title
    of                           |                 |                 
|Class                                  | Amount          | %
      of Class
|                                       |                 |                 
|DIRECTORS
      AND NAMED OFFICERS     |                 |                 
|                                       |                 |                 
|John A.
      Warehime(9)              | Common
    A    |                 
|                                       | Common B        |                 
|                                       | Preferred
    C |                 
|                                       |                 |                 
|Clayton
      J. Rohrbach, Jr.(7)      | Common A        |                 
|                                       | Common B        |                 
|                                       |                 |                 
|Cyril T.
      Noel(7)
      (8) (10)  | Common A        |                 
|                                       | Common B        |                 
|                                       | Preferred
    A |                 
|                                       | Preferred
    B |                 
|                                       |                 |                 
|T. Edward
      Lippy(11)              | Common A        |                 
|                                       | Common B        |                 
|                                       |                 |                 
|Arthur S.
      Schaier(7)             | Common A        |                 
|                                       | Common B        |                 
|                                       |                 |                 
|James G.
      Sturgill, CPA, CVA(12)  | Common A        |                 
|                                       | Common B        |                 
|                                       |                 |                 
|James A.
      Washburn                | Common A        |                 
|                                       | Common B        |                 
|                                       |                 |                 
|Jennifer
      W. Carter(13)           | Common A        |                 
|                                       | Common B        |                 
|                                       | Preferred
    C |                 
|                                       |                 |                 
|T. Michael
      Haugh                 | Common A        |                 
|                                       | Common B        |                 
|                                       |                 |                 
|Gary T.
        Knisely, Esq. (8) (14) | Common A        |                 
|                                       | Common B        |                 
|                                       | Preferred
    B |                 
|                                       | Preferred
    C |                 
|                                       |                 |                 
|Pietro
      D. Giraffa, Jr. (15)      | Common A        |                 
|                                       | Common B        |                 
|                                       | Preferred
    C |                 
|                                       |                 |                 
|Alan T.
      Young(16)                | Common A        |                 
|                                       | Common B        |                 
|                                       | Preferred
    C |                 
|                                       |                 |                 
|Daniel E.
      Schuchart(17)          | Common A        |                 
|                                       | Common B        |                 
|                                       | Preferred
    C |                 
|                                       |                 |                 
|Stephen
      E. Robertson(19)         | Common A        |                 
|                                       | Common B        |                 
|                                       | Preferred
    C |                 



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|                                                                   | Shares          |                 
|------------------------------------------------------------------ | --------------- | ----------------
|Beneficially
      Owned (1)                                      
|                                                                  
|Title
    of                                                       |                 |                 
|Class                                                              | Amount          | %
      of Class
|                                                                   |                 |                 
|All directors
      and executive officers as a group (14 persons) | Common
    A    |                 
|                                                                   | Common B        |                 
|                                                                   | Preferred
    A |                 
|                                                                   | Preferred
    B |                 
|                                                                   | Preferred
    C |                 

|   
|---
|   
|*  
|   
|(1)
|   
|(2)
|   
|(3)
|   
|(4)
|   
|(5)
|   
|(6)
|   
|(7)





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|(8)  | Shares
      of Series A or B Preferred Stock are convertible into Class A Common Stock
      on an equitable basis. The current conversion ratio is 5.62 shares of Series
      A or B Preferred Stock to one share of Class A Common Stock. Such conversion
      ratio is subject to change based upon current book value of the Class A
      Common Stock.                                                                                                                                                                                                                                                                                                                                              
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(9)  | Includes
      3,562 shares of Class A Common Stock owned jointly with spouse, 328 shares
      of Class A owned by Mr. Warehimes spouse, 9,057 shares of Class B Common
      Stock owned jointly with spouse, and 192 shares of Series C Preferred Stock owned by Mr. Warehime
      through the 401(k) Plan.                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(10) | Includes
      88 shares of Class A Common Stock owned jointly with children, 160 shares
      of Series A Preferred Stock owned jointly with spouse.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(11) | Includes
      385 shares of Class A Common Stock owned jointly with spouse.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(12) | Includes
      100 shares of Class A Common Stock owned jointly with spouse.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(13) | Includes
      58 shares of Class B Common Stock owned by Ms. Carter through the Employee
      Stock Ownership Plan, 42 shares of Class B Common Stock owned by Ms. Carters
      husband through the Employee Stock Ownership Plan, 90 shares of Series C
      Preferred Stock owned by Ms. Carter through 401(k) Plan, 8 shares of Series
      C Preferred Stock owned by Ms. Carters husband through 401(k) Plan,
      and 2,000 shares of Class B Common Stock issuable upon the exercise of options,
      as to which Ms. Carter has voting power and 750 shares of Class B Common
      Stock issuable upon the exercise of options granted to Ms. Carters
      husband. See Footnote 5 above.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(14) | Includes
      (i) 127 shares of Class B Common Stock owned by Mr. Knisely through the
      Employee Stock Ownership Plan, as to which such officer may instruct the
      trustee how to vote such shares, (ii) 4,500 shares of Class B Common Stock
      issuable upon the exercise of options, as to which Mr. Knisely has voting
      power, (iii) 1,461 shares of Class A Common Stock, owned jointly with spouse,
      (iv) 227 shares of Class A Common Stock owned by Mr. Kniselys spouse,
      (v) 64 shares of Series B Preferred Stock, owned jointly with spouse, and
      (vi) 192 shares of Series C Preferred Stock owned by Mr. Knisely through
      the 401(k) Plan.                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(15) | Includes
      116 shares of Class B Common Stock owned by Mr. Giraffa through the Employee
      Stock Ownership Plan, as to which such officer may instruct the trustee
      how to vote such shares, 3,500 shares of Class B common Stock issuable upon
      the exercise of options, as to which Mr. Giraffa has voting power, and 190
      shares of Series C Preferred Stock owned by Mr. Giraffa through the 401(k)
      Plan.                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(16) | Includes
      122 shares of Class B Common Stock owned by Mr. Young through the Employee
      Stock Ownership Plan, as to which such officer may instruct the trustee
      how to vote such shares, 4,000 shares of Class B common Stock issuable upon
      the exercise of options, as to which Mr. Young has voting power, and 192
      shares of Series C Preferred Stock owned by Mr. Young through the 401(k)
      Plan.                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(17) | Includes
      120 shares of Class B Common Stock owned by Mr. Schuchart through the Employee
      Stock      Ownership
      Plan, as to which such officer may instruct the trustee how to vote such
      shares, 3,500 shares of Class B common Stock issuable upon the exercise
      of options, as to which Mr. Schuchart has voting power, and 163 shares
      of Series C Preferred Stock owned by Mr. Schuchart through the 401(k) Plan.                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(18) | Ms.
      Stick and Ms. Yelland are directors and/or officers of ARWCO Corporation
      or Warehime Enterprises, Inc. The shares owned by Warehime Enterprises,
      Inc. and ARWCO Corporation are not included in the shares beneficially owned
      by the individual directors and officers.                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(19) | Includes
      63 shares of Class B Common Stock owned by Mr. Robertson through the Employee
      Stock Ownership Plan, as to which such officer may instruct the trustee
      how to vote such shares, 1,500 shares of Class B Common Stock issuable upon
      the exercise of options, as to which Mr. Robertson has voting power, and
      78 shares of Series C Preferred Stock owned by Mr. Robertson through the
      401(k) Plan.                                                                                                                                                                                                                                                                



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EQUITY COMPENSATION PLAN INFORMATION

The following table indicates information regarding the Corporations equity compensation plans.



|                                                                     |                            |                                       |                      |   |                     |     | Number
      of securities |    
|-------------------------------------------------------------------- | -------------------------- | ------------------------------------- | -------------------- | - | ------------------- | --- | -------------------------- | ---
|remaining
      available for future                                
|Number
      of securities to                                        | Weighted-average           | issuance
      under equity          
|be
      issued upon exercise                                        | exercise
      price of    | compensation
      plans             
|of
      outstanding options,                                        | outstanding
      options, | (excluding
      securities reflected
|Plan
      Category                                                  | warrants
      and rights  | warrants
      and rights             | in
      column (a))
|                                                                     |                            |                                       |                      |   |                     |     |                            |    
|                                                                     |                            | (a)                                   |                      |   | (b)                 |     | (c)                        |    
|                                                                     |                            |                                       |                      |   |                     |     |                            |    
|Equity
      compensation plans approved by security holders         |                            | —                                     |                      |   | —                   |     | —                          |    
|                                                                    
|Equity
      compensation plans not approved by security holders:(7) |                            |                                       |                      |   |                     |     |                            |    
|2002
      Stock Option Plan                                         |                            | 13,500                                | (1)                  | $ | 110
      per share | (2) | 21,100                     | (3)
|2003
      Stock Option Plan                                         |                            | 199,450                               | (4)                  | $ | 118
      per share | (5) | 550                        | (6)
|                                                                    
|Total                                                                |                            | 212,950                               |                      | $ | 117.49              |     | 21,650                     |    
|                                                                    

|   
|---
|(1)
|   
|(2)
|   
|(3)
|   
|(4)
|   
|(5)
|   
|(6)
|   
|(7)



2002 STOCK OPTION PLAN

On June 20, 2002,
  the Corporations Board of Directors adopted the Hanover Foods Corporation
  2002 Stock Option Plan (the 2002 Stock Option Plan). 34,600 shares
  of the Corporations Class B common stock, par value $25.00 per share,
  are authorized for issuance under the 2002 Stock Option Plan, and options to
  purchase 13,500 shares were granted during fiscal 2003. All officers and key
  employees of the Corporation and of any present or future parent or subsidiary
  of the Corporation are eligible to receive options under the 2002 Stock Option
  Plan, excluding John A. Warehime. No individual may receive options under the
  2002 Stock Option Plan for more than 15% of the total number of shares of the
  Corporations Class B common stock authorized for issuance under the 2002
  Stock Option Plan.


The 2002 Stock Option Plan will be administered by the Corporations Board of Directors or by an option committee appointed by the Corporations Board of Directors. The option committee will consist of a minimum of two and a maximum of five members of the Board of Directors, each of whom will be a non-employee director within the meaning of Rule 16b-3(b)(3) under the Exchange Act.


Options
  issued pursuant to the 2002 Stock Option Plan will be non-qualified stock options.
  (An incentive stock option is an option that satisfies all of the
  requirements of Section 422(b) of the Internal Revenue Code of 1986, as amended,
  and the regulations thereunder, and) a non-qualified stock option
  is an option that either does not satisfy all of those requirements or the terms
  of the option provide that it will not be treated as an incentive stock
  option. The option
  price for options issued under the 2002 Stock Option Plan will be equal at least
  to the fair market value of the Corporations Class B common stock on the
  date of the grant of the option. Options will not be granted pursuant to the
  2002 Stock Option Plan after the expiration of ten years from June 20, 2002.
  The number of shares available for award under the 2002 Stock Option Plan is
  subject to adjustment in the event of any change in the outstanding shares of
  the Class B common stock as a result of, among other circumstances, a stock
  dividend, stock split, recapitalization, merger, transfer of assets, or reorganization.


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2003 STOCK OPTION
  PLAN

On October 17, 2003, the Corporations Board of Directors adopted the Hanover Foods Corporation 2003 Stock Option Plan (the 2003 Option Plan). All full-time employees (excluding employees represented by a collective bargaining agent) of the Corporation and of any present or future parent or subsidiary of the Corporation who have been employed for at least one year, excluding John A. Warehime, are eligible to receive options under the 2003 Option Plan. No individual may receive options under the 2003 Option Plan for more than 5% of the total number of shares of the Corporations Class B common stock authorized for issuance under the 2003 Option Plan. 200,000 shares of the Corporations Class B common stock, par value $25.00 per share, are authorized for issuance under the 2003 Option Plan. On October 17, 2003, the Board of Directors of the Corporation voted to make a grant to all full-time, non-union employees of the Corp
oration who have been employed by the Corporation for at least one year, other than John A. Warehime except that if an individual is in the employ of the Corporation or any of its subsidiaries as of October 17, 2003, but has not been employed for at least one year as of October 17, 2003, once the one year employment requirement has been satisfied, the employee will receive stock options, with an option price equal to the appraised fair market value at the time of the option grant. On October 17, 2003 the Board of Directors granted options for 199,450 shares of Class B common stock.


Under the 2002 Stock Option Plan and 2003  Option Plan, the exercise price of stock options is equal to the fair market value of the common stock on the grant date. The maximum term of stock options is 10 years. Stock options are accounted for under Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees and related interpretations. Accordingly, no compensation expense is recorded for stock option grants.


EMPLOYEE STOCK TRUST

The Hanover Foods Corporation Employee Stock
 Trust (the Trust) was revised and restated effective June 20, 2002, amended on July 23, 2004.
  The Trust is designed to fund contributions to employee benefit plans for non-union employees of Hanover
  (excluding John A. Warehime), including, but not limited to, the Hanover Foods Corporation Employee Stock
  Ownership Plan (ESOP), the 2002 Stock Option Plan and 2003 Option
  Plan. Currently, stock held in the Trust is allocated to either the Employee
  Stock Ownership Plan sub-account or the Stock Option
   Plan sub-account and the stock in each sub-account is to be used exclusively
  to satisfy the Corporations
   obligations under the applicable benefit plan. Stock held in the ESOP sub-account is voted by the co-trustees
   Cyril T. Noel and Luzerne National Bank, pursuant to the instructions of active participants in the ESOP.
   Stock held in the 2002 Stock Option Plan and the 2003 Option Plan sub-accounts are voted by the co-trustees
   pursuant to the instructions of holders of unexercised stock options. All voting instructions are made on a
   confidential basis. Shares for which no instructions are given are voted in the same proportion as shares for
   which instructions are given. The co-trustees are not required to obtain instruction for voting on procedural
   or ministerial matters such as shareholder meeting procedure.


Dividends and other distributions attributable to stock held in the Trust are to be used exclusively for the purpose of satisfying the Corporations obligations under its various employee benefit plans. The Trust is irrevocable, provided however, no shares of stock held by the Trust may be transferred to any other employee benefit plan other than the ESOP or to satisfy obligations under the Stock Option Plans for a period of five years from the effective date of the Trust. Stock held in the Trust is governed exclusively by the terms of the Trust Agreement and is not directly or indirectly controlled by the Board of Directors. Concurrent with the revision and restatement of the Trust, the Corporation contributed an additional 199,450 shares of Hanover Class B common stock to the Trust for the purpose of funding obligations under the 2003 Stock Option Plan on October 17, 2003.


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EMPLOYEE STOCK OWNERSHIP PLAN

Effective January 1, 2001, the Corporation adopted the Hanover Foods Corporation Employee Stock Ownership Plan (ESOP). The ESOP was amended and restated in its entirety on February 25, 2002, and amended further August 1, 2002, December 15, 2003 and January 7, 2004. The ESOP is a defined contribution employee pension plan designed to invest primarily in securities of the Corporation. Non-union employees, except John A. Warehime, are eligible to participate upon completion of one year of service. Contributions may be made annually at the discretion of the Corporation. Contributions to the ESOP may take the form of cash or securities of the Corporation. It is intended that contributions will be made primarily by the transfer of Class B common stock of the Corporation from the Employer Stock Trust to the ESOP. Securities so contributed to the ESOP are allocated to the accounts of all active participants in the ESOP in proportion to e
ach participants compensation. Active participant is defined as each participant who has completed a year of service during the plan year or retired or was on leave as of the last day of the plan year. Although the ESOP is designed to invest primarily in Corporation securities, participants have the option to diversify their accounts after completing 10 years of participation and attaining age 55. The option to diversify is permitted for six Plan Years. For the first five Plan Years, up to 25% of each such participants account may be invested in securities other than Corporation securities. In the sixth Plan Year, up to fifty percent (50%) of such participants account may be invested in securities other than Corporation securities.


Corporation securities owned by the ESOP are voted by the ESOP co-trustees Cyril T. Noel and Luzerne National Bank. Participants with Corporation securities allocated to their accounts are permitted to instruct the ESOP trustee as to the manner in which such shares are voted. All voting instructions are made on a confidential basis. The instruction so received are tabulated on a one share one vote basis. All shares held by the ESOP for which instruction is not received, including unallocated shares and shares allocated to the account of a participant who declines to instruct the co-trustees as to the manner in which such shares should be voted, are voted proportionately in accordance with the tabulation of the voting instructions received by the co-trustees. The co-trustees are not required to obtain instruction from ESOP participants for voting on procedural or ministerial matters such as shareholder meeting procedure.


401(K) SAVINGS PLAN

On April 2,
    1990, the Corporation adopted a defined contribution benefit plan, known as
    the Corporations 401(k) Savings Plan (the 401(k) Plan).
    The 401(k) Plan was amended on June 5, 1992, April 4, 1994, April 28, 1995,
    July 25, 1997, and December 14, 1997. The Plan was subsequently amended on
    August 1, 2002, January 9, 2004 and May 28, 2004 to read in its present form.
    Non-union, full-time domestic employees and those employees who are members
    of Local 56 of the United Food and Commercial Workers Union at the Companys
    Clayton, Delaware plant are eligible to participate after completion of one
    year of service. Each eligible employee has the option to defer up to 16%
    of his or her total annual cash compensation per year. As of December 31st
    of each year, the Corporation, at its discretion, may make matching contributions
    equal to one hundred percent of each participating employees account
    for the first five percent of compensation deferred by each employee. These
    contributions may be made in cash, Corporation stock, or a combination of
    cash and Corporation stock. The 401(k) Plan provides various investment options.
    The 401(k) Plan provides for loans to plan participants but does not permit
    early withdrawals. Matching contributions made by the Corporation to the accounts
    of the Named Officers are included in the Summary Compensation Table contained
    previously herein.


Corporation securities owned by the 401(k) Plan are voted by the 401(k) Plan trustees: Cyril T. Noel, Clayton J. Rohrbach, and Arthur S. Schaier. All shares held by the 401(k) Plan are voted as a block according to the decision of a simple majority vote of the 401(k) Plan trustees who actually cast a vote. Each 401(k) Plan trustee is entitled to abstain from voting. If only one 401(k) Plan trustee chooses to cast a vote, the vote shall be legally effective, provided that such 401(k) Plan trustee is the chairman of the board (unless the chairman of the board elects in writing otherwise). None of the trustees currently serves as such chairman of the board.


STOCK REPURCHASE PLAN

Sixty-six
    (66)  shares of the Companys Class A Common Stock were repurchased
    under the  plan for the fiscal year ended May 30, 2004. The Company has agreed
    to purchase
  the Companys Class A Common Stock purchased or owned by employees prior
   to April 20, 1988 at appraised value. This guarantee of repurchase by the Company
  is for an indefinite period of time. No shares were repurchased under this
  plan
  for the years ended June 1, 2003 and June 2, 2002. As of May 30, 2004, there
  were 8,983 shares outstanding that would be eligible for repurchase under this
   plan. The maximum commitment, if requested, for all eligible shares would
   be approximately
   $1,051,000
  based on the most recent appraised value per share as of March 31, 2004.


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|ITEM
    13. | CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS
|------------ | --------------------------------------------------

During
      fiscal 2004, the Corporation and its subsidiaries, in the normal course
    of business, purchased and sold goods and services to companies affiliated
    with
      the Corporations directors and officers. These transactions are summarized
below.


During fiscal 2004, the Corporation rented equipment from Park 100 Foods, Inc. ,Tipton, Indiana. The rental payments pursuant to such lease agreements totaled $19,000 during fiscal 2004. As of May 30, 2004, the Corporation had an accounts receivable of $275,000 from Park 100 Foods, Inc. for food products sold and shipped to Park 100 Foods, Inc. During fiscal 2004, the Corporation sold approximately $1.3 million of frozen food products to Park 100 Foods, Inc. James A. Washburn, a director of the Corporation, owns approximately 80% of the outstanding stock of Park 100 Foods, Inc.


During fiscal 2004, the Corporation leased a two story farm house, adjoining one story guest house and adjoining ground located on Trolley Road, R.D. #3, Hanover, Heidelberg Township, Pennsylvania, for customer housing and temporary new employee housing from John A. and Patricia M. Warehime for a total of $45,000.


During fiscal 2004, the Corporation leased a barn for seed storage, located in Heidelberg Township, Pennsylvania for $4,000 from Warehime Enterprises, Inc. J. William Warehime, a shareholder of the Corporation, and John A. Warehime, Chairman of the Corporation, own 44.4% and 14.8% of the outstanding stock of Warehime Enterprises, Inc., respectively.


During fiscal 2004, the Corporation purchased $1.1 million of vegetable crops from Lippy Brothers, Inc. As of May 30, 2004, the Corporation owed an amount of $32,000 to Lippy Brothers, Inc. for vegetable crops purchased. T. Edward Lippy, a director of the Corporation owns approximately 37% of the outstanding stock of Lippy Brothers, Inc.


During fiscal 2003, the Corporation via its Guatemalan subsidiary, sold its condominium real estate, located in Naples, FL to John and Patricia M. Warehime for $127,500, which approximates fair value.


During fiscal
    2004 the adult children of the Corporations Chairman, John Warehime,
    were employed by the Corporation, including Jennifer Carter, Director, who
    was employed as Assistant to the Chairman, Jeffrey Warehime, who is employed
    as Director  Fresh Produce, and Andrew Warehime, who is employed as
    Special Sales Manager. Jennifer Carters
    husband, Michael Carter, is employed as Director  Retail Branded Sales.
    Jennifer Carter was and Jeffrey Warehime, Andrew Warehime and Michael Carter
    are employed by the Corporation at annual salaries of $93,845, $100,857,
    $63,993, and $75,000 respectively. See Part III  Item 11. Employment
    Agreements and Change in Control Severance Agreements. Ms. Carter also
    receives director compensation customary for the Corporations directors
    which totaled $18,000 during fiscal 2004. See Part III  Item
    10. Directors and Executive Officers of the Corporation  Director Compensation. On
    June 20, 2002, each of Jennifer Carter, Jeffrey Warehime, and Andrew Warehime
    were granted an option to purchase 500 shares of Class B common stock at
    an exercise price of $110 per share. On October 17, 2003, Jennifer Carter,
    Jeffrey Warehime and Andrew Warehime were granted an option to purchase 1,500
    shares of Class B Common Stock at an exercise price of $118 per share and
    Michael Carter was granted an option to purchase 750 shares of Class B Common
    Stock at an exercise price of $118 per share. Andrea Kint, the daughter
    of Pietro Giraffa, Vice President and Controller of the Corporation, is employed
    as Assistant Production Manager  Hanover,
    PA Frozen Operations at an annual salary of $50,923. On October 17, 2003,
    Andrea Kint was granted an option to purchase 500 shares of Class B Common
  Stock at an exercise price of $118 per share.


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STOCK PERFORMANCE GRAPH

The
      following graph shows a comparison of the cumulative total return for the
      Corporations
      Class A Common Stock, the NASDAQ Stock Market and the Hanover Peer Group
      (defined below) assuming an investment of $100 on May 30, 1999 and the reinvestment
  of all dividends. The Peer Group includes Seneca Foods Corporation,
  The J.M. Smucker Company, Maui Land Pineapple Company, Inc., Del Monte Foods,
  Company
  and J & J Snack Foods Corp. The data points used for the performance graph
  are listed below.


The following
    graph is required to be included in this Annual Report by SEC regulations;
    however, in reviewing these materials shareholders are advised that since
    the Corporations Class A Common Stock is not actively traded, it can
    not be properly compared to companies whose securities are traded on an exchange
  or the NASDAQ Stock Market.




|ITEM
    14. | PRINCIPAL
    ACCOUNTANT FEES AND SERVICES
|------------ | ------------------------------------------





Audit Fees.The aggregate fees billed by BDO Seidman, LLP for
      professional services rendered for the audit of the Company’s annual financial statements for the fiscal year ended May 30, 2004 and the review of the financial statements included in the Company’s Forms 10-Q for fiscal year 2004 totaled $152,000.  The aggregate fees billed by KPMG LLP for professional services rendered for the audit of the Company’s annual financial statements for the fiscal year ended June 1, 2003 and the review of the financial statements included in the Company’s
Forms 10-Q for fiscal year 2003 totaled $140,000.

Audit-Related Fees.  The aggregate fees billed by BDO Seidman, LLP for
    assurance and related services that are reasonably related to the performance
    of the audit or review of the Company’s financial statements for the fiscal year ended May 30, 2004 and that are not disclosed in the paragraph captioned “Audit Fees” above,
    were $8,000. The services performed by BDO Seidman, LLP in connection with
    these fees consisted of the following: review of the purchase price
	allocation in connection with the acquisition of Venice Maid Foods, Inc.
    and planning for compliance with Section 404 of the Sarbanes-Oxley Act of
    2002. The aggregate fees billed by KPMG LLP for assurance and related services
    that are reasonably related to the performance of the audit or review of
    the Company’s financial statements for the fiscal year ended June 1, 2003 and that are not disclosed in the paragraph captioned “Audit Fees” above,
    were $15,000. The services performed by KPMG LLP in connection with these
fees consisted of the following: fees in connection with employee benefit plan audits.

Tax Fees.The
    aggregate fees billed by BDO Seidman, LLP for professional services rendered
    for tax compliance, tax advice and tax planning for the fiscal year ended
    May 30, 2004 were $20,000. The services performed by BDO Seidman, LLP in
    connection with these fees consisted of the following: tax compliance services.
    The aggregate fees billed by KPMG LLP for professional services rendered
    for tax compliance, tax advice and tax planning for the fiscal year ended
    June 1, 2003 were $68,000. The services performed by KPMG LLP in connection
    with
these fees consisted of the following: fees in connection with tax compliance and consultation services.

All Other Fees.  The aggregate fees billed by BDO Seidman, LLP for
    products and services, other than the services described in the paragraphs “Audit Fees,” “Audit-Related Fees,” and “Tax Fees” above
    for the fiscal year ended May 30, 2004 were $0. The aggregate fees billed
    by KPMG LLP for products and services, other than the services described in
    the paragraphs “Audit Fees,” “Audit-Related Fees,” and “Tax Fees” above
    for the fiscal year ended June 1, 2003 were $0.

The audit committee has established its pre-approval policies and procedures, pursuant to which the audit committee approved the foregoing audit and permissible non-audit services to be provided by BDO Seidman, LLP in fiscal 2005.


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PART IV

|ITEM
    15. | EXHIBITS
    AND FINANCIAL STATEMENT SCHEDULES
|------------ | ----------------------------------------------

1.   Financial
      Statements:


Hanover Foods Corporation and Subsidiaries


The following
    financial statements of Hanover Foods Corporation and Subsidiaries are incorporated
    herein by reference to the Corporations Annual Report to Shareholders
  for the year ended May 30, 2004.


Report of Independent Registered Public Accounting Firm as of and for the year ended May 30, 2004


Report of Independent Registered Public Accounting Firm as of June 1, 2003 and for each of the years in the two year period ended June 1, 2003


Consolidated Balance Sheets as of May 30, 2004 and June 1, 2003.


Consolidated Statements of Earnings for the Years Ended May 30, 2004, June 1, 2003, and June 2, 2002.


Consolidated Statements of Comprehensive Income for the Years Ended May 30, 2004, June 1, 2003, and June 2, 2002.


Consolidated Statements of Cash Flows for the Years Ended May 30, 2004, June 1, 2003, and June 2, 2002.


Consolidated
    Statements of Stockholders Equity for the Years Ended May 30, 2004,
June 1, 2003, and June 2, 2002.


Notes to Consolidated Financial Statements for the Years Ended May 30, 2004, June 1, 2003, and June 2, 2002.


2.   Financial Statement Schedules


None. All schedules are omitted because they are not applicable or not required, or because the required information is included in the financial statements or notes thereto.


3.   Exhibits


The following exhibits are filed herein or have been previously filed with the Securities and Exchange Commission and are incorporated by reference herein.


|Number | Description                                                                                                                                                                                                                                                                                                                                                                
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                            
|3(a)   | Registrants
       Amended and Restated Articles of Incorporation is incorporated by reference
       to the Form 10-K filed on August 29, 1997, wherein such Exhibit is designated
    as 3(a).                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                            
|3(b)   | Amendment
       No. 1 to Registrants
       Amended and Restated Articles of Incorporation is incorporated by reference
       to the Form 10-K filed on August 29, 1997, wherein such Exhibit is designated
    as 3(b).                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                            
|3(c)   | Registrants
       Amended and Restated Bylaws, as amended, enacted August 25, 2004 is attached
    as Exhibit 3(c).                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                            
|4(a)   | Note Agreement
       dated as of December 1, 1991, between the Corporation and Allstate Life
       Insurance Corporation, with regard to the Corporations $25,000,000,
       8.74% Senior Notes Due March 15, 2007, is incorporated herein by reference
       to
       the Form 10-K filed June 25, 1992 wherein such Exhibit is designated as
    4(a).             
|       |                                                                                                                                                                                                                                                                                                                                                                            
|4(b)   | June 20,
      1995 First Amendment to December 1, 1991 Note Agreement between the Corporation and
      Allstate Life Insurance Corporation (the Note Agreement) and
      Waiver of Compliance with Section 5.9 of the Note Agreement is incorporated
      herein by reference to the Form 10-K filed on July 3, 1995, wherein such
    Exhibit is designated as 4(b).

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|Number | Description                                                                                                                                                                                                                                                                                                               
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                           
|4(c)   | June 24,
      1996 waiver to covenants in the December 1, 1991 Note Agreement between
      the Corporation and Allstate Life Insurance Corporation (the "Note Agreement")
      is incorporated herein by reference to the Form 10-K filed on July 2, 1996,
      wherein such Exhibit is designated as 4(c).           
|       |                                                                                                                                                                                                                                                                                                                           
|4(d)   | July 1,
      1996 Second Amendment to December 1, 1991 Note Agreement between the Corporation
      and Allstate Life Insurance Corporation (the Note Agreement)
      is incorporated by reference to the Form 10-K filed on August 27, 1997,
      wherein such Exhibit is designated as 4(d).                       
|       |                                                                                                                                                                                                                                                                                                                           
|4(e)   | August 1,
      1997 Third Amendment to December 1, 1991 Note Agreement between the Corporation
      and Allstate Life Insurance Corporation (the Note Agreement)
      is incorporated by reference to the Form 10-K filed on August 30, 1999,
      wherein such Exhibit is designated as 4(e).                      
|       |                                                                                                                                                                                                                                                                                                                           
|4(f)   | March 15,
      1999 Fourth Amendment to December 1, 1991 Note Agreement between the Corporation
      and Allstate Life Insurance Corporation (the Note Agreement)
      is incorporated by reference to the Form 10-K filed on August 30, 1999,
      wherein such Exhibit is designated as 4(f).                     
|       |                                                                                                                                                                                                                                                                                                                           
|4(g)   | July 26,
      1999 waiver to covenants in the December 1, 1991 Note Agreement between
      the Corporation and Allstate Life Insurance Corporation (the Note
      Agreement) is incorporated by reference to the Form 10-K filed on
      August 30, 1999, wherein such Exhibit is designated as 4(g).               
|       |                                                                                                                                                                                                                                                                                                                           
|4(h)   | July 28,
      2000 waiver to covenants in the December 1991 Note Agreement between the
      Corporation and Allstate Life Insurance Corporation (the Note Agreement)
      is incorporated by reference to the Form 10-K filed on August 23, 2000,
      wherein such Exhibit is designated as 4(h).                  
|       |                                                                                                                                                                                                                                                                                                                           
|4(i)   | August 3,
      2001 waiver to covenants in the December 1991 Note Agreement between the
      Corporation and Allstate Life Insurance Compensation (the Note Agreement)
      is incorporated by reference to the Form 10-K filed on August 31, 2001,
      wherein such Exhibits are designated 4(i).                 
|       |                                                                                                                                                                                                                                                                                                                           
|4(j)   | Note Purchase
         Agreement dated as of September 1, 2001, between the Corporation and
        a group
      of lenders led by John Hancock Life Insurance Company with regard to the
         Corporations $25,000,000, 7.01% Senior Notes Due September 15,
         2011 wherein such Exhibit is designated 4(j).
|       |                                                                                                                                                                                                                                                                                                                           
|9(a)   | April 5,
      1988 Voting Trust Agreement is incorporated herein by reference to the Form
      10-K filed July 28, 1989, wherein such Exhibit is designated as 9(a).                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                           
|9(b)   | December
      1, 1988 Voting Trust Agreement is incorporated herein by reference to the
      Form 10K filed July 28, 1989, wherein such Exhibit is designated as
      9(b).                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                           
|9(c)   | Writing
      dated April 5, 1988 appointing John A. Warehime as Successor Voting Trustee
      under Voting Trust Agreement dated December 1, 1988, is incorporated herein
      by reference to the Form 8-K filed June 1, 1990, wherein such Exhibit is
      designated as 9(c).                                      
|       |                                                                                                                                                                                                                                                                                                                           
|9(d)   | Writing
      dated December 1, 1988 appointing John A. Warehime as Successor Voting Trustee
      under Voting Trust Agreement dated December 1, 1988, is incorporated herein
      by reference to the Form 8-K filed June 1, 1990, wherein such Exhibit is
      designated as 9(d).                                   
|       |                                                                                                                                                                                                                                                                                                                           
|10(a)  | April 28,
      1988 Sublease Agreement between Warehime Enterprises, Inc. and Hanover Brands,
      Inc., is incorporated herein by reference to the Form 10-K filed July 28,
      1989, wherein such Exhibit is designated as 10(a).                                                                                   
|       |                                                                                                                                                                                                                                                                                                                           
|10(b)  | April 28,
      1988 Agreement of Sale between Warehime Enterprises, Inc. and Hanover Brands,
      Inc., is incorporated herein by reference to the Form 10-K filed July 28,
      1989, wherein such Exhibit is designated as 10(b).                                                                                    
|       |                                                                                                                                                                                                                                                                                                                           
|10(c)  | March 3,
      1989 Agreement of Sale between Warehime Enterprises, Inc. and Hanover Brands,
      Inc., is incorporated herein by reference to the Form 10-K filed July 28,
      1989, wherein such Exhibit is designated as 10(c).                                                                                     

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|Number | Description                                                                                                                                                                                                                                                                                                                                                          
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                      
|10(d)  | November
      14, 1986 Employment Agreement between Hanover Brands, Inc. and Patricia
      H. Townsend is incorporated herein by reference to the Form 10-K filed July
      28, 1989, wherein such Exhibit is designated as 10(d).                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                      
|10(e)  | May 10,
      1991 Amendment to April 28, 1988 Agreement of Sale between Warehime Enterprises,
      Inc. and Hanover Brands, Inc., is incorporated herein by reference to the
      Form 10-K filed June 29, 1991, wherein such Exhibit is designated as 10(e).                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                      
|10(f)  | October
      1, 1994 Amendment to the June 1, 1994 Lease Agreement between Hanover Foods
      Corporation and Food Service East, Inc. is incorporated herein by reference
      to the Form 10-K filed July 3, 1995, wherein such Exhibit is designated
      as 10(f).                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                      
|10(g)  | June 12,
      1995 Employment Agreement between Hanover Foods Corporation and John A.
      Warehime is incorporated herein by reference to the Form 10-K filed July
      3, 1995, wherein such Exhibit is designated as 10(g). *                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                      
|10(h)  | April 4,
      1994 Lease Agreement between John A. and Patricia M. Warehime and Hanover
      Foods Corporation is incorporated herein by reference to the Form 10-K filed
      July 2, 1996, wherein such Exhibit is designated as 10(h).                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                      
|10(i)  | July 27,
      1995 Installment Sales Agreement for the purchase of 5,148 shares of Hanover
      Foods Class B Voting Common Stock from Cyril T. Noel, individually, and
      Cyril T. Noel and Frances L. Noel, jointly, is incorporated herein by reference
      to the Form 10-K filed July 2, 1996, wherein such Exhibit is designated
      as 10(i).        
|       |                                                                                                                                                                                                                                                                                                                                                                      
|10(j)  | April 1,
      1996 Installment Sales Agreement for the purchase of 1,210 shares of Hanover
      Foods Class B Voting Common Stock and 5,990 shares of Hanover Foods Class
      A Nonvoting Common Stock from John R. Miller, Jr. is incorporated herein
      by reference to the Form 10-K filed July 2, 1996, wherein such Exhibit is
      designated as 10(j).
|       |                                                                                                                                                                                                                                                                                                                                                                      
|10(k)  | January
      23, 1997 Employment Agreement between Hanover Foods Corporation and Gary
      T. Knisely is incorporated herein by reference to the Form 10-K filed August
      27, 1997, wherein such Exhibit is designated 10(k). *                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                      
|10(l)  | February
      13, 1997 Amendment No. 1 to June 12, 1995 Employment Agreement between Hanover
      Foods Corporation and John A. Warehime is incorporated herein by reference
      to the Form 10-K filed August 27, 1997, wherein such Exhibit is designated
      10(l). *                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                      
|10(m)  | August 1,
      1997 Amendment No. 2 to June 12, 1995 Employment Agreement between Hanover
      Foods Corporation and John A. Warehime is incorporated herein by reference
      to the Form 10-K filed August 27, 1997, wherein such Exhibit is designated
      10(m).*                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                      
|10(n)  | May 21,
      1997 Senior Executive Agreement between Hanover Foods Corporation and Clement
      A. Calabrese is incorporated herein by reference to the Form 10-K filed
      August 27, 1997, wherein such Exhibit is designated 10(n). *                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                      
|10(o)  | May 21,
      1997 Senior Executive Agreement between Hanover Foods Corporation and Alan
      T. Young is incorporated herein by reference to the Form 10-K filed on August
      27, 1997, wherein such Exhibit is designated 10(o). *                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                      
|10(p)  | April 22,
      1997 John R. Miller, Jr. Voting Agreement is incorporated herein by reference
      to the Form 10-K filed on August 27, 1997, wherein such Exhibit is designated
      as 10(p). *                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                      
|10(q)  | April 1,
      2000 Amendment No. 3 to June 12, 1995 Employment Agreement between Hanover
      Foods Corporation and John A. Warehime is incorporated by reference to the
      Form 10-K filed on August 23, 2000, wherein such Exhibits designated as
      10 (q).                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                      
|10(r)  | April 1,
      2000 Amendment No. 1 to January 23, 1997 Employment Agreement between Hanover
      Foods Corporation and Gary T. Knisely is incorporated by reference to the
      Form 10-K filed on August 23, 2000, wherein such Exhibit designated as 10
      (r).                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                      
|10(s)  | Annual Top
      Management Cash Bonus Program. *                                                                                                                                                                                                                                                                                                                    

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|Number        | Description                                                                                                                                                                                                                                      
|------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              |                                                                                                                                                                                                                                                  
|10(t)         | October
      27, 2000 Senior Executive Agreement between Hanover Foods Corporation and
      Pietro D. Giraffa, Jr. is incorporated by reference to the Form 10-K filed
      on August 31, 2001, wherein such Exhibit is designated as 10(t). *
|              |                                                                                                                                                                                                                                                  
|10(u)         | October
      27, 2000 Senior Executive Agreement between Hanover Foods Corporation and
      Edward L. Boeckel, Jr. is incorporated by reference to the Form 10-K filed
      on August 31, 2001, wherein such Exhibit is designated as 10(u). *
|              |                                                                                                                                                                                                                                                  
|10(v)         | October
      27, 2000 Senior Executive Agreement between Hanover Foods Corporation and
      Daniel E. Schuchart is incorporated by reference to the Form 10-K filed
      on August 31, 2001, wherein such Exhibit is designated as 10(v). *   
|              |                                                                                                                                                                                                                                                  
|10(w)         | October
      27, 2000 Senior Executive Agreement between Hanover Foods Corporation and
      William S. Gaugler, Jr. incorporated by reference to the Form 10-K filed
      on August 31, 2001, wherein such Exhibit is designated as 10(w). *  
|              |                                                                                                                                                                                                                                                  
|10(x)         | October
      27, 2000 Senior Executive Agreement between Hanover Foods Corporation and
      Timothy D. Mechler is incorporated by reference to the Form 10-K filed on
      August 31, 2001, wherein such Exhibit is designated as 10(x). *    
|              |                                                                                                                                                                                                                                                  
|10(y)         | October
      27, 2000 Senior Executive Agreement between Hanover Foods Corporation and
      Jennifer L. Carter is incorporated by reference to the Form 10(k) filed
      on August 31, 2001, wherein such Exhibit is designated as 10(y).     
|              |                                                                                                                                                                                                                                                  
|10(z)         | October
      27, 2000 Senior Executive Agreement between Hanover Foods Corporation and
      Jeffrey A. Warehime is incorporated by reference to the Form 10-K filed
      on August 31, 2001, wherein such Exhibit is designated as 10(z). *   
|              |                                                                                                                                                                                                                                                  
|10(aa)        | October
      27, 2000 Senior Executive Agreement between Hanover Foods Corporation and
      J. Andrew Warehime is incorporated by reference to the Form 10-K filed on
      August 31, 2001, wherein such Exhibit is designated as 10(aa). *   
|              |                                                                                                                                                                                                                                                  
|10(bb)        | 2002 Stock
      Option Plan and Form of Option Agreement is incorporated by reference to
      the Form 10-K filed on September 2, 2002, wherein such Exhibit is designated
      as 10 (bb).                                                   
|              |                                                                                                                                                                                                                                                  
|10(cc)        | Revised
      and Restated Employee Stock Trust, effective June 20, 2002 is incorporated
      by reference to the Form 10-K filed on September 2, 2002, wherein such Exhibit
      is designated as 10(cc).                                     
|              |                                                                                                                                                                                                                                                  
|10(dd)        | 2003 Stock
      Option Plan and Form of Option Agreement is incorporated by reference to
      the Form 10-Q filed on January 14, 2004, wherein such Exhibit is designated
      as 10(dd).                                                     
|              |                                                                                                                                                                                                                                                  
|10(ee)        | July 23,
      2004 Amendment No. 1 to Revised and Restated Employee Stock Ownership Plan
      Trust, effective June 20, 2002, is attached as Exhibit 10(ee).                                                                                   
|              |                                                                                                                                                                                                                                                  
|10(ff)        | July 23,
      2004 Amendment No. 2 to Revised and Restated Employee Stock Trust, effective
      June 20, 2002, is attached as Exhibit 10(ff).                                                                                                  
|              |                                                                                                                                                                                                                                                  
|10
      (gg) | October
      28, 2003 Renewal of PNC Bank $11,500,000  Letter of Credit facility
      is incorporated by reference to Form 10-Q filed on January 14, 2004, wherein
      such exhibit is designated at Exhibit 10(gg).                        
|              |                                                                                                                                                                                                                                                  
|10(hh)        | November
      7, 2004 Renewal of Citizens Bank $15,000,000 Line of Credit facility incorporated
      by reference to the Form 10-Q filed on January 14, 2004, wherein such exhibit
      is designated as Exhibit 10(hh).                      
|              |                                                                                                                                                                                                                                                  
|11            | Computation
        of Earnings Per Share. Incorporated by reference to Note 12 of the Notes
      to Consolidated Financial Statements.                                                                                                         
|              |                                                                                                                                                                                                                                                  
|13            | 2004 Annual
      Report to Shareholders is attached as Exhibit 13.                                                                                                                                                                              
|              |                                                                                                                                                                                                                                                  
|14            | Code of
      Ethics for Senior Financial Officers is attached as Exhibit 14.                                                                                                                                                                    
|              |                                                                                                                                                                                                                                                  
|21            | List of Subsidiaries
      of the Registrant is attached as Exhibit 21.                                                                                                                                                                          
|              |                                                                                                                                                                                                                                                  
|31.1          | Certification
      of CEO pursuant to Section 302 Sarbanes Oxley Act of 2002 is attached as
      Exhibit 31.1.                                                                                                                                 
|              |                                                                                                                                                                                                                                                  
|31.2          | Certification
      of CFO pursuant to Section 302 Sarbanes Oxley Act of 2002 is attached as
      Exhibit 31.2                                                                                                                                  
|              |                                                                                                                                                                                                                                                  
|32.1          | Certification
      of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002 is attached as Exhibit 32.1.                                                                                                  



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|Number | Description                                                                                                                                    
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                
|32.2   | Certification
        of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002 is attached as Exhibit 32.2.
|       |                                                                                                                                                
|99.1   | Amended
        and Restated
Audit Committee Charter is attached as Exhibit 99.1                                                               
|       |                                                                                                                                                
|99.2   | Nominating
        and Corporate Governance Committee Charter is attached as Exhibit 99.2                                                      
|       |                                                                                                                                                

|*Management
    contract or compensatory plan or arrangement.
|-------------------------------------------------------------
|                                                             





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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.


DATE: September
30, 2004



| | HANOVER
    FOODS CORPORATION
| | -----------------------------
| |                              
| | By:                          
| |                              
| |                              
| |                              

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.




|By:                          | /s/ John
    A. Warehime             |                                | By: | /s/
    Clayton J. Rohrbach, Jr.
|---------------------------- | ------------------------------------ | ------------------------------ | --- | --------------------------------
|                             |                                      |                                |     |                                 
|                             | John A. Warehime                     |                                |     | Clayton J. Rohrbach, Jr.        
|                             | Chairman, President                  |                                |     | Director                        
|                             | Chief Executive Officer and Director |                                |     |                                 
|                             |                                      |                                |     |                                 
|Date:
    September 30, 2004 |                                      | Date:
      September 30, 2004
|                             |                                      |                                |     |                                 
|By:                          | /s/ Gary
    T. Knisely              |                                | By: | /s/
    James G. Sturgill       
|                             |                                      |                                |     |                                 
|                             | Gary T. Knisely                      |                                |     | James G. Sturgill               
|                             | Executive Vice President             |                                |     | Director                        
|                             | Counsel                              |                                |     |                                 
|                             | Chief Financial Officer              |                                |     |                                 
|                             |                                      |                                |     |                                 
|Date:
    September 30, 2004 |                                      | Date:
    September 30, 2004  
|                             |                                      |                                |     |                                 
|By:                          | /s/ Pietro
    D. Giraffa, Jr.       |                                | By: | /s/
    James A. Washburn       
|                             |                                      |                                |     |                                 
|                             | Pietro D. Giraffa, Jr.               |                                |     | James A. Washburn               
|                             | Vice President - Controller          |                                |     | Director                        
|                             | Chief Accounting Officer             |                                |     |                                 
|                             |                                      |                                |     |                                 
|Date:
    September 30, 2004 |                                      | Date:
    September 30, 2004  
|                             |                                      |                                |     |                                 
|By:                          | /s/ Arthur
    S. Schaier            |                                | By: | /s/
    Cyril T. Noel           
|                             |                                      |                                |     |                                 
|                             | Arthur S. Schaier                    |                                |     | Cyril T. Noel                   
|                             | Director                             |                                |     | Director                        
|                             |                                      |                                |     |                                 
|Date:
    September 30, 2004 |                                      | Date:
    September 30, 2004  
|                             |                                      |                                |     |                                 
|By:                          | /s/ T.
    Edward Lippy              |                                | By: | /s/
    Jennifer W. Carter      
|                             |                                      |                                |     |                                 
|                             | T. Edward Lippy                      |                                |     | Jennifer W. Carter              
|                             | Director                             |                                |     | Director                        
|                             |                                      |                                |     |                                 
|Date:
    September 30, 2004 |                                      | Date:
    September 30, 2004  
|                             |                                      |                                |     |                                 
|By:                          | /s/ T. Michael
    Haugh             |                                |     |                                 
|                             |                                      |                                |     |                                 
|                             | T. Michael Haugh                     |                                |     |                                 
|                             | Director                             |                                |     |                                 
|                             |                                      |                                |     |                                 
|Date:
    September 30, 2004 |                                      |                                |    



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HANOVER FOODS CORPORATION

EXHIBIT INDEX

|Number | Description                                                                                                                                                                                                                                                                                                                                                                                       
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                   
|3(a)   | Registrants
       Amended and Restated Articles of Incorporation is incorporated by reference
       to the Form 10-K filed on August 29, 1997, wherein such Exhibit is designated
    as 3(a).                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                   
|3(b)   | Amendment
       No. 1 to Registrants Amended and Restated
       Articles of Incorporation is incorporated by reference to the Form 10-K
       filed on August 29, 1997, wherein such Exhibit is designated as 3(b).                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                   
|3(c)   | Registrants
       Amended and Restated Bylaws, as amended, enacted August 25, 2004 is attached
    as Exhibit 3(c).                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                   
|4(a)   | Note
       Agreement dated as of December 1, 1991, between the Corporation and Allstate
       Life Insurance Corporation, with regard to the Corporations $25,000,000,
    8.74% Senior Notes Due March 15, 2007, is incorporated herein by reference
    to the Form 10-K filed June 25, 1992 wherein such Exhibit is designated as
    4(a).                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                   
|4(b)   | June
       20, 1995 First Amendment to December 1, 1991 Note Agreement between the
       Corporation and Allstate Life Insurance Corporation (the Note Agreement)
    and Waiver of Compliance with Section 5.9 of the Note Agreement is incorporated
    herein by reference to the Form 10-K filed on July 3, 1995, wherein such
    Exhibit is designated as 4(b).                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                   
|4(c)   | June
       24, 1996 waiver to covenants in the December 1, 1991 Note Agreement between
       the Corporation and Allstate Life Insurance Corporation (the "Note Agreement")
       is incorporated herein by reference to the Form 10-K filed on July 2,
       1996, wherein such Exhibit is designated as 4(c).                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                   
|4(d)   | July
       1, 1996 Second Amendment to December 1, 1991 Note Agreement between the
       Corporation and Allstate Life Insurance Corporation (the Note Agreement)
       is incorporated by reference to the Form 10-K filed on August 27, 1997,
       wherein such Exhibit is designated as 4(d).                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                   
|4(e)   | August
       1, 1997 Third Amendment to December 1, 1991 Note Agreement between the
       Corporation and Allstate Life Insurance Corporation (the Note Agreement)
       is incorporated by reference to the Form 10-K filed on August 30, 1999,
       wherein such Exhibit is designated as 4(e).                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                   
|4(f)   | March
       15, 1999 Fourth Amendment to December 1, 1991 Note Agreement between the
       Corporation and Allstate Life Insurance Corporation (the Note Agreement)
       is incorporated by reference to the Form 10-K filed on August 30, 1999,
       wherein such Exhibit is designated as 4(f).                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                   
|4(g)   | July
       26, 1999 waiver to covenants in the December 1, 1991 Note Agreement between
       the Corporation and Allstate Life Insurance Corporation (the Note
       Agreement) is incorporated by reference to the Form 10-K filed on
       August 30, 1999, wherein such Exhibit is designated as 4(g).                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                   
|4(h)   | July
       28, 2000 waiver to covenants in the December 1991 Note Agreement between
       the Corporation and Allstate Life Insurance Corporation (the Note
       Agreement) is incorporated by reference to the Form 10-K filed on
       August 23, 2000, wherein such Exhibit is designated as 4(h).                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                   
|4(i)   | August
       3, 2001 waiver to covenants in the December 1991 Note Agreement between
       the Corporation and Allstate Life Insurance Compensation (the Note
       Agreement) is incorporated by reference to the Form 10-K filed on
       August 31, 2001, wherein such Exhibits is designated 4(i).                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                   
|4(j)   | Note
       Purchase Agreement dated as of September 1, 2001, between the Corporation
       and a group of lenders led by John Hancock Life Insurance Company with
    regard to the Corporations $25,000,000,
    7.01% Senior Notes Due September 15, 2011 is incorporated herein
      by reference to the Form 10-K filed September 2, 2002, wherein such Exhibit
    is designated as 4(j).

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|Number | Description                                                                                                                                                                                                                                                                                                                                                               
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                           
|9(a)   | April 5,
       1988 Voting Trust Agreement is incorporated herein by reference to the
    Form 10-K filed July 28, 1989, wherein such Exhibit is designated as 9(a).                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                           
|9(b)   | December
       1, 1988 Voting Trust Agreement is incorporated herein by reference to
       the Form 10-K filed July 28, 1989, wherein such Exhibit is designated
       as 9(b).                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                           
|9(c)   | Writing
       dated April 5, 1988 appointing John A. Warehime as Successor Voting Trustee
       under Voting Trust Agreement dated December 1, 1988, is incorporated herein
    by reference to the Form 8-K filed June 1, 1990, wherein such Exhibit is
       designated as 9(c).                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                           
|9(d)   | Writing
       dated December 1, 1988 appointing John A. Warehime as Successor Voting
       Trustee under Voting Trust Agreement dated December 1, 1988, is incorporated
    herein by reference to the Form 8-K filed June 1, 1990, wherein such Exhibit
    is designated as 9(d).                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                           
|10(a)  | April 28,
       1988 Sublease Agreement between Warehime Enterprises, Inc. and Hanover
       Brands, Inc., is incorporated herein by reference to the Form 10-K filed
       July
    28, 1989, wherein such Exhibit is designated as 10(a).                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                           
|10(b)  | April 28,
       1988 Agreement of Sale between Warehime Enterprises, Inc. and Hanover
       Brands, Inc., is incorporated herein by reference to the Form 10-K filed
       July 28, 1989, wherein such Exhibit is designated as 10(b).                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                           
|10(c)  | March 3,
       1989 Agreement of Sale between Warehime Enterprises, Inc. and Hanover
       Brands, Inc., is incorporated herein by reference to the Form 10-K filed
       July 28, 1989, wherein such Exhibit is designated as 10(c).                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                           
|10(d)  | November
       14, 1986 Employment Agreement between Hanover Brands, Inc. and Patricia
       H. Townsend is incorporated herein by reference to the Form 10-K filed
    July 28, 1989, wherein such Exhibit is designated as 10(d).                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                           
|10(e)  | May 10,
       1991 Amendment to April 28, 1988 Agreement of Sale between Warehime Enterprises,
       Inc. and Hanover Brands, Inc., is incorporated herein by reference to
    the Form 10-K filed June 29, 1991, wherein such Exhibit is designated as
       10(e).                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                           
|10(f)  | October
       1, 1994 Amendment to the June 1, 1994 Lease Agreement between Hanover
       Foods Corporation and Food Service East, Inc. is incorporated herein by
    reference to the Form 10-K filed July 3, 1995, wherein such Exhibit is designated
    as 10(f).                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                           
|10(g)  | June 12,
       1995 Employment Agreement between Hanover Foods Corporation and John A.
       Warehime is incorporated herein by reference to the Form 10-K filed July
       3, 1995,
    wherein such Exhibit is designated as 10(g). *                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                           
|10(h)  | April
       4, 1994 Lease Agreement between John A. and Patricia M. Warehime and Hanover
       Foods Corporation is incorporated herein by reference to the Form 10-K
       filed
    July 2, 1996, wherein such Exhibit is designated as 10(h).                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                           
|10(i)  | July 27,
       1995 Installment Sales Agreement for the purchase of 5,148 shares of Hanover
       Foods Class B Voting Common Stock from Cyril T. Noel, individually, and
       Cyril
    T. Noel and Frances L. Noel, jointly, is incorporated herein by reference
    to the Form 10-K filed July 2, 1996, wherein such Exhibit is designated as
    10(i).          
|       |                                                                                                                                                                                                                                                                                                                                                                           
|10(j)  | April 1,
       1996 Installment Sales Agreement for the purchase of 1,210 shares of Hanover
       Foods Class B Voting Common Stock and 5,990 shares of Hanover Foods Class
       A Nonvoting Common Stock from John R. Miller, Jr. is incorporated herein
       by reference to the Form 10-K filed July 2, 1996, wherein such Exhibit
       is designated as 10(j).
|       |                                                                                                                                                                                                                                                                                                                                                                           
|10(k)  | January
       23, 1997 Employment Agreement between Hanover Foods Corporation and Gary
       T. Knisely is incorporated herein by reference to the Form 10-K filed
       August 27, 1997, wherein such Exhibit is designated 10(k). *                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                           
|10(l)  | February
       13, 1997 Amendment No. 1 to June 12, 1995 Employment Agreement between
       Hanover Foods Corporation and John A. Warehime is incorporated herein
       by reference
    to the Form 10-K filed August 27, 1997, wherein such Exhibit is designated
    10(l). *                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                           

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|Number     | Description                                                                                                                                                                                                                                                                 
|---------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|           |                                                                                                                                                                                                                                                                             
|10(m)      | August 1,
       1997 Amendment No. 2 to June 12, 1995 Employment Agreement between Hanover
       Foods Corporation and John A. Warehime is incorporated herein by reference
    to the Form 10-K filed August 27, 1997, wherein such Exhibit is designated
    10(m).*    
|           |                                                                                                                                                                                                                                                                             
|10(n)      | May 21,
       1997 Senior Executive Agreement between Hanover Foods Corporation and
       Clement A. Calabrese is incorporated herein by reference to the Form 10-K
       filed
    August 27, 1997, wherein such Exhibit is designated 10(n). *                         
|           |                                                                                                                                                                                                                                                                             
|10(o)      | May 21,
       1997 Senior Executive Agreement between Hanover Foods Corporation and
       Alan T. Young is incorporated herein by reference to the Form 10-K filed
    on August 27, 1997, wherein such Exhibit is designated 10(o). *                                    
|           |                                                                                                                                                                                                                                                                             
|10(p)      | April 22,
       1997 John R. Miller, Jr. Voting Agreement is incorporated herein by reference
       to the Form 10-K filed on August 27, 1997, wherein such Exhibit is designated
    as 10(p). *                                                                         
|           |                                                                                                                                                                                                                                                                             
|10(q)      | April 1,
       2000 Amendment No. 3 to June 12, 1995 Employment Agreement between Hanover
       Foods Corporation and John A. Warehime is incorporated by reference to
       the Form
    10-K filed on August 23, 2000, wherein such Exhibits designated as 10 (q).     
|           |                                                                                                                                                                                                                                                                             
|10(r)      | April 1,
       2000 Amendment No. 1 to January 23, 1997 Employment Agreement between
       Hanover Foods Corporation and Gary T. Knisely is incorporated by reference
       to
    the Form 10-K filed on August 23, 2000, wherein such Exhibit designated as
    10 (r).
|           |                                                                                                                                                                                                                                                                             
|10(s)      | Annual Top Management Cash Bonus Program.                                                                                                                                                                                                                                   
|           |                                                                                                                                                                                                                                                                             
|10(t)      | October
       27, 2000 Senior Executive Agreement between Hanover Foods Corporation
       and Pietro D. Giraffa, Jr. is incorporated by reference to the Form 10-K
    filed on August 31, 2001, wherein such Exhibit is designated as 10(t). *                           
|           |                                                                                                                                                                                                                                                                             
|10(u)      | October
       27, 2000 Senior Executive Agreement between Hanover Foods Corporation
       and Edward L. Boeckel, Jr. is incorporated by reference to the Form 10-K
    filed on August 31, 2001, wherein such Exhibit is designated as 10(u). *                           
|           |                                                                                                                                                                                                                                                                             
|10(v)      | October
       27, 2000 Senior Executive Agreement between Hanover Foods Corporation
       and Daniel E. Schuchart is incorporated by reference to the Form 10-K
       filed on August 31, 2001, wherein such Exhibit is designated as 10(v).
       *                    
|           |                                                                                                                                                                                                                                                                             
|10(w)      | October
       27, 2000 Senior Executive Agreement between Hanover Foods Corporation
       and William S. Gaugler, Jr incorporated by reference to the Form 10-K
       filed on August 31, 2001, wherein such Exhibit is designated as 10(w).
       *                    
|           |                                                                                                                                                                                                                                                                             
|10(x)      | October
       27, 2000 Senior Executive Agreement between Hanover Foods Corporation
       and Timothy D. Mechler is incorporated by reference to the Form 10-K filed
    on August 31, 2001, wherein such Exhibit is designated as 10(x). *                               
|           |                                                                                                                                                                                                                                                                             
|10(
    y) | October
       27, 2000 Senior Executive Agreement between Hanover Foods Corporation
       and Jennifer L. Carter is incorporated by reference to the Form 10(k)
       filed on August 31, 2001, wherein such Exhibit is designated as 10(y).                             
|           |                                                                                                                                                                                                                                                                             
|10(z)      | October
       27, 2000 Senior Executive Agreement between Hanover Foods Corporation
       and Jeffrey A. Warehime is incorporated by reference to the Form 10-K
       filed on August 31, 2001, wherein such Exhibit is designated as 10(z).
       *                    
|           |                                                                                                                                                                                                                                                                             
|10(aa)     | October
       27, 2000 Senior Executive Agreement between Hanover Foods Corporation
       and J. Andrew Warehime is incorporated by reference to the Form 10-K filed
    on August 31, 2001, wherein such Exhibit is designated as 10(aa). *                              
|           |                                                                                                                                                                                                                                                                             
|10(bb)     | 2003 Stock
       Option Plan and Form of Option Agreement is incorporated by reference
       to the Form 10-K filed on September 2, 2002, wherein such Exhibit is designated
    at 10(bb).                                                                               
|           |                                                                                                                                                                                                                                                                             
|10(cc)     | Revised
       and Restated Employee Stock Trust, effective June 20, 2002 is incorporated
       by reference to the Form 10-K filed on September 2, 2003, wherein such
    Exhibit is designated as 10(cc).                                                                
|           |                                                                                                                                                                                                                                                                             

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|Number | Description                                                                                                                                                                                                                 
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                             
|10(dd) | 2003 Stock
       Option Plan and Form of Option Agreement is incorporated by reference
       to the Form 10-Q filed on January 14, 2004, wherein such Exhibit is designated
    as 10(dd).                                
|       |                                                                                                                                                                                                                             
|10(ee) | July 23,
       2004 Amendment No. 1 to Revised and Restated Employee Stock Ownership
    Plan Trust, effective June 20, 2002, is attached as Exhibit 10(ee).                                                               
|       |                                                                                                                                                                                                                             
|10(ff) | July 23,
       2004 Amendment No. 2 to Revised and Restated Employee Stock Trust, effective
    June 20, 2002, is attached as Exhibit 10(ff).                                                                              
|       |                                                                                                                                                                                                                             
|10(gg) | October
       28, 2003 Renewal of PNC Bank $11,500,000  Letter
       of Credit facility is incorporated by reference to Form 10-Q filed on
       January 14, 2004, wherein such exhibit is designated at Exhibit 10(gg).
|       |                                                                                                                                                                                                                             
|10(hh) | November
       7, 2004 Renewal of Citizens Bank $15,000,000 Line of Credit facility incorporated
       by reference to the Form 10-Q filed on January 14, 2004, wherein such
    exhibit is designated as Exhibit 10(hh). 
|       |                                                                                                                                                                                                                             
|11     | Computation
       of Earnings Per Share. Incorporated
       by reference to Note 12 of the Notes to Consolidated Financial Statements.                                                                                    
|       |                                                                                                                                                                                                                             
|13     | 2004 Annual Report to Shareholders is attached as Exhibit 13.                                                                                                                                                               
|       |                                                                                                                                                                                                                             
|14     | Code of Ethics for Senior Financial Officers is attached as Exhibit 14.                                                                                                                                                     
|       |                                                                                                                                                                                                                             
|21     | List of
       Subsidiaries of the Registrant is attached as Exhibit 21.                                                                                                                                                    
|       |                                                                                                                                                                                                                             
|31.1   | Certification
       of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley
    Act of 2002 is attached at Exhibit 31.1.                                                                                  
|       |                                                                                                                                                                                                                             
|31.2   | Certification
       of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley
    Act of 2002 is attached as Exhibit 31.2.                                                                                  
|       |                                                                                                                                                                                                                             
|32.1   | Certification
       of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
       Act of 2002 is attached as Exhibit 32.1.                                                                           
|       |                                                                                                                                                                                                                             
|32.2   | Certification
       of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
       Act of 2002 is attached as Exhibit 32.2.                                                                           
|       |                                                                                                                                                                                                                             
|99.1   | Amended and Restated Audit Committee Charter is attached as Exhibit 99.1.                                                                                                                                                   
|       |                                                                                                                                                                                                                             
|99.2   | Nominating and Corporate Governance Committee Charter is attached as Exhibit 99.2.                                                                                                                                          

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