<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM 10-Q/A


[X]             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                THE SECURITIES EXCHANGE ACT OF 1934

                For the Quarterly Period Ended September 1, 2002

                                       OR

[ ]             TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                THE SECURITIES EXCHANGE ACT OF 1934

                        Commission File Number -- 0-17896

                            HANOVER FOODS CORPORATION
             (Exact name of Registrant as specified in its charter)

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

1486 York Road, P.O. Box 334, Hanover, PA                   17331
(Address of principal executive offices)                    (Zip Code)

717-632-6000
(Registrant's telephone number, including area code)

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, and (2) has been subject to such filing for the past 90
days.  Yes  [X]  No  [ ]

Indicate the number of shares outstanding of issuer's classes of common stock as
of the latest practicable date.

                   Class                       Outstanding at September 1, 2002
                   -----                       --------------------------------

    Class A Common Stock, $25 par value                  288,284 shares

    Class B Common Stock, $25 par value                  582,198 shares


                                        1
<PAGE>
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES


                                  FORM 10-Q/A


                 For the Thirteen Weeks Ended September 1, 2002



<TABLE>
<CAPTION>
Index                                                                                            Page
-----                                                                                            ----
<S>                                                                                              <C>
Part I -- Financial Information

     Item 1 -- Financial Statements:

         Condensed Consolidated Balance Sheets
           September 1, 2002 (Unaudited) and June 2, 2002...........................................3

         Condensed Consolidated Statements of Operations (Unaudited)
           Thirteen Weeks Ended September 1, 2002
           and September 2, 2001....................................................................5

         Condensed Consolidated Statements of Stockholders'
           Equity, (Unaudited) Thirteen Weeks Ended September 1, 2002 ..............................6

         Condensed Consolidated Statements of Cash Flows
           (Unaudited), Thirteen Weeks Ended September 1, 2002
           and September 2, 2001....................................................................7

         Notes to Condensed Consolidated Financial Statements
           (Unaudited)..............................................................................8

     Item 2 -- Management's Discussion and Analysis of Financial
            Condition and Results of Operations....................................................17

     Item 3 -- Quantitative and Qualitative Disclosures About
            Market Risk............................................................................23

     Item 4 -- Controls and Procedures.............................................................23

     Part II -- Other Information..................................................................21

     Item 1-- Legal Proceedings....................................................................21
     Item 2-- Changes in Securities and Use of Proceeds............................................21
     Item 3-- Defaults upon Senior Securities......................................................21
     Item 4-- Submission of Matters to a Vote of Security Holders..................................21
     Item 5-- Other Information....................................................................21
     Item 6-- Exhibits and Reports on Form 8-K.....................................................21

     Exhibit 3.1  Amended and Restated Bylaws, as amended

     Exhibit 99.1 Certification by John A. Warehime, Chief Executive Officer Pursuant
     to Section 906 of the Sarbanes-Oxley Act of 2002

     Exhibit 99.2 Certification by Gary T. Knisely, Chief Financial Officer Pursuant
     to Section 906 of the Sarbanes-Oxley Act of 2002
</TABLE>



                                       2
<PAGE>
                         PART I -- FINANCIAL INFORMATION
                          Item 1. Financial Statements
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES
                      Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                       September 1, 2002    June 2, 2002
                                                       -----------------    ------------
<S>                                                    <C>                  <C>
ASSETS

Current Assets:
     Cash and Cash Equivalents                           $  4,121,000       $  2,816,000
     Accounts and Notes Receivable, Net                    27,273,000         26,917,000
     Accounts Receivable from Related Parties, Net            181,000            167,000
     Inventories
        Finished Goods                                     55,742,000         44,933,000
        Raw Materials and Supplies                         14,932,000         16,622,000
     Prepaid Expenses                                       1,867,000          2,361,000
     Prepaid Income Taxes                                     235,000                  0
     Deferred Income Taxes                                    917,000            276,000
                                                         ------------       ------------

Total Current Assets                                      105,268,000         94,092,000
                                                         ------------       ------------

Property, Plant and Equipment, at Cost:
     Land and Buildings                                    53,298,000         52,966,000
     Machinery and Equipment                              125,910,000        124,048,000
     Leasehold Improvements                                   544,000            544,000
                                                         ------------       ------------
                                                          179,752,000        177,558,000
     Less Accumulated Depreciation and
       Amortization                                       104,111,000        101,749,000
                                                         ------------       ------------
                                                           75,641,000         75,809,000
     Construction in Progress                                 236,000            830,000
                                                         ------------       ------------

Total Property, Plant and Equipment                        75,877,000         76,639,000
                                                         ------------       ------------
Other Assets:
     Intangible Assets, Net                                 3,480,000          3,549,000
     Other Assets                                           4,874,000          4,736,000
                                                         ------------       ------------
Total Assets                                             $189,499,000       $179,016,000
                                                         ------------       ------------
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>
                         PART I -- FINANCIAL INFORMATION
                     Item 1. Financial Statements, Continued
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES
                      Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY                                                September 1, 2002      June 2, 2002
------------------------------------                                                -----------------      -------------
<S>                                                                                 <C>                    <C>
Current Liabilities:
     Notes Payable - Banks                                                            $  22,854,000        $  18,987,000
     Accounts Payable                                                                    22,415,000           19,890,000
     Accrued Expenses                                                                    14,511,000           13,189,000
     Current Maturities of Long-Term Debt                                                 4,294,000            4,297,000
     Income Taxes Payable                                                                 1,346,000            1,182,000
                                                                                      -------------        -------------
Total Current Liabilities                                                                65,420,000           57,545,000
                                                                                      -------------        -------------
Long-Term Debt, Less Current Maturities                                                  29,643,000           29,643,000
Other Liabilities                                                                         4,353,000            4,060,000
Deferred Income Taxes                                                                     4,702,000            3,777,000
                                                                                      -------------        -------------
Total Liabilities                                                                       104,118,000           95,025,000
                                                                                      -------------        -------------
Stockholders' Equity:
     Series A & B 8 1/4% cumulative convertible preferred, $25
         Par Value, 120,000 shares authorized;
         31,056 shares issued at June 2, 2002 and September 1, 2002;
         14,564 shares outstanding at June 2, 2002 and September 1, 2002                    776,000              776,000
     Series C 4.4% cumulative convertible preferred, $25
         Par Value, 10,000 shares authorized, issued and outstanding
         At June 2, 2002 and September 1, 2002                                              250,000              250,000
     Common stock, Class A, non-voting, $25 Par Value;
         800,000 shares authorized, 349,329 shares issued at June 2, 2002 and
         September 1, 2002; 288,284 shares
         outstanding at June 2, 2002 and September 1, 2002                                8,733,000            8,733,000
     Common stock, Class B, voting, $25 Par Value;
         880,000 shares authorized, 635,572 shares issued at June 2, 2002 and
         649,072 shares issued at September 1, 2002; 430,507 shares outstanding
         June 2, 2002 and September 1, 2002                                              16,227,000           15,889,000
     Capital Paid in Excess of Par Value                                                 16,385,000           15,238,000
     Retained Earnings                                                                   69,093,000           67,560,000
     Treasury Stock, at Cost                                                             (8,148,000)          (8,148,000)
     Value of Shares held in Employee Benefit - 138,191 shares
         at June 2, 2002 and 151,691 at September 1, 2002                               (17,653,000)         (16,168,000)
     Accumulated Other Comprehensive Loss                                                  (282,000)            (139,000)
                                                                                      -------------        -------------
Total Stockholders' Equity                                                               85,381,000           83,991,000
                                                                                      -------------        -------------
Total Liabilities and Stockholders' Equity                                            $ 189,499,000          179,016,000
                                                                                      -------------        -------------
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>
                         PART I -- FINANCIAL INFORMATION
                     Item 1. Financial Statements, Continued
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES
           Condensed Consolidated Statements of Operations - Unaudited


<TABLE>
<CAPTION>
                                             THIRTEEN WEEKS ENDED
                                   -----------------------------------------
                                   September 1, 2002       September 2, 2001
                                   -----------------       -----------------
<S>                                <C>                     <C>
Net Sales                             $63,514,000             $60,977,000
Cost of Goods Sold                     51,082,000              49,353,000
                                      -----------             -----------
Gross Profit                           12,432,000              11,624,000

Selling Expenses                        5,019,000               5,467,000
Administrative Expenses                 3,731,000               3,101,000
                                      -----------             -----------
Operating Profit                        3,682,000               3,056,000

Interest Expense                          744,000                 869,000

Other Expenses, Net                       178,000                 203,000
                                      -----------             -----------
Earnings Before Income Taxes            2,760,000               1,984,000

Income Taxes                              978,000                 543,000
                                      -----------             -----------
Net Earnings                            1,782,000               1,441,000
Dividends on Preferred Stock               10,000                  10,000
                                      -----------             -----------
Net Earnings Applicable to
     Common Stock                     $ 1,772,000             $ 1,431,000
Earnings Per Share:
     Net Earnings Per Common
         Share - Basic                       2.47                    2.00
     Net Earnings Per Common
         Share - Diluted                     2.43                    1.98
Dividends per Share, Common                 0.275                   0.275
Basic Weighted Average Shares             718,791                 714,496
Diluted Weighted Average Shares           731,857                 727,919
                                      -----------             -----------
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       5
<PAGE>
                         PART I -- FINANCIAL INFORMATION
                     Item 1. Financial Statements, Continued
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES
            Condensed Consolidated Statements of Stockholders' Equity
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                           Cumulative                 Cumulative
                                                           Convertible                Convertible
                                                         Preferred Stock            Preferred Stock            Common Stock
                                       Total               Series A & B                Series C                   Class A
                                    Stockholders'  ---------------------------  ------------------------  -------------------------
                                       Equity          Shares        Amount      Shares        Amount      Shares         Amount
                                    ------------   ------------   ------------  ----------  ------------  ----------   ------------
<S>                                 <C>            <C>            <C>           <C>         <C>           <C>          <C>
Balance, June 2, 2002               $ 83,991,000         31,056   $    776,000      10,000  $    250,000     349,329   $  8,733,000

Net Earnings for the Period            1,782,000

Cash Dividends Per Share:
     Preferred -  $2.0625 annually       (10,000)
     Common  - $1.10 annually           (239,000)
Issuance of Common stock to
     Employee Stock Trust
     Class B 13,500 Shares
Other Comprehensive Loss                (143,000)
                                    ------------   ------------   ------------  ----------  ------------  ----------   ------------
Balance, September 1, 2002          $ 85,381,000         31,056   $    776,000      10,000  $    250,000     349,329   $  8,733,000
                                    ------------   ------------   ------------  ----------  ------------  ----------   ------------
</TABLE>


<TABLE>
<CAPTION>
                                                                   Capital
                                             Common Stock          Paid In
                                               Class B             Excess                          Treasury Stock
                                     -------------------------     Of Par       Retained    -------------------------
                                        Shares        Amount        Value       Earnings       Shares        Amount
                                     -----------  ------------  ------------  ------------  ------------  ------------
<S>                                  <C>          <C>           <C>           <C>           <C>           <C>
Balance, June 2, 2002                    635,572  $ 15,889,000  $ 15,238,000  $ 67,560,000       144,411  ($ 8,148,000)

Net Earnings for the Period                                                      1,782,000

Cash Dividends Per Share:
     Preferred -  $2.0625 annually                                                 (10,000)
     Common  - $1.10 annually                                                     (239,000)
Issuance of Common stock to
     Employee Stock Trust                 13,500     338,000       1,147,000
     Class B 13,500 Shares
Other Comprehensive Loss
                                     -----------  ------------  ------------  ------------  ------------  ------------
Balance, September 1, 2002               649,072  $ 16,227,000  $ 16,385,000  $ 69,093,000       144,411  ($ 8,148,000)
                                     -----------  ------------  ------------  ------------  ------------  ------------
</TABLE>


<TABLE>
<CAPTION>
                                                                          Accumulated
                                          Employee Stock Trust               Other
                                    --------------------------------     Comprehensive
                                       Shares              Amount            Loss
                                    ------------        ------------     ------------
<S>                                 <C>                 <C>              <C>
Balance, June 2, 2002                    138,191        ($16,168,000)    ($   139,000)

Net Earnings for the Period

Cash Dividends Per Share:
     Preferred -  $2.0625 annually
     Common  - $1.10 annually
Issuance of Common stock to
     Employee Stock Trust                 13,500          (1,485,000)
     Class B 13,500 Shares
Other Comprehensive Loss                                                 ($   143,000)
                                    ------------        ------------     ------------
Balance, September 1, 2002               151,691        ($17,653,000)    ($   282,000)
                                    ------------        ------------     ------------
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       6
<PAGE>
                         PART I -- FINANCIAL INFORMATION
                     Item 1. Financial Statements, Continued
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES
           Condensed Consolidated Statements of Cash Flows (Unaudited)

<TABLE>
<CAPTION>
                                                                 Thirteen Weeks Ended
                                                          ---------------------------------
                                                          Sept. 1, 2002       Sept. 2, 2001
                                                          -------------       -------------
<S>                                                       <C>                 <C>
Cash Flows From:
Operating Activities:
     Net Earnings                                         $  1,782,000        $  1,441,000
     Adjustments to Reconcile Net Earnings:
         To Net Cash Used In Operating Activities:
              Depreciation and Amortization                  2,431,000           2,234,000
              Deferred Income Taxes                            284,000            (100,000)
              Changes in Assets and Liabilities:
              Accounts Receivable                             (370,000)          1,391,000
              Inventories                                   (9,119,000)        (13,279,000)
              Prepaid Expenses                                 259,000             (77,000)
              Accounts Payable and Accrued Expenses          3,847,000           4,296,000
              Income Taxes Payable                             164,000             192,000
              Other Liabilities                                293,000             184,000
                                                          ------------        ------------
Net Cash Used in Operating Activities                         (429,000)         (3,718,000)
                                                          ------------        ------------
Investing Activities:
     Increase in Other Assets                                 (281,000)           (475,000)
     Acquisitions of Property, Plant and Equipment          (1,600,000)         (1,832,000)
                                                          ------------        ------------

Net Cash Used In Investing Activities                       (1,881,000)         (2,307,000)
                                                          ------------        ------------
Financing Activities:
     Increase in Notes Payable                               3,867,000           7,193,000
     Payments on Long-Term Debt                                 (3,000)             (3,000)
     Payment of Dividends                                     (249,000)           (246,000)
                                                          ------------        ------------
Net Cash Provided by Financing Activities                    3,615,000           6,944,000
                                                          ------------        ------------
Net Increase in Cash and Cash Equivalents                    1,305,000             919,000
Cash and Cash Equivalents, Beginning of Period               2,816,000           1,824,000
                                                          ------------        ------------
Cash and Cash Equivalents, End of Period                  $  4,121,000        $  2,743,000
                                                          ------------        ------------
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       7
<PAGE>
                         PART I -- FINANCIAL INFORMATION
                     Item 1. Financial Statements, Continued
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                September 1, 2002
                                   (Unaudited)


(1)   BASIS OF PRESENTATION

      The condensed consolidated financial statements of the Registrant included
      herein have been prepared, without audit, pursuant to the rules and
      regulations of the Securities and Exchange Commission. Although certain
      information normally included in financial statements prepared in
      accordance with generally accepted accounting principles has been omitted,
      the Registrant believes that the disclosures are adequate to make the
      information presented not misleading.

      The Corporation's fiscal year ends at the close of operations on the
      Sunday nearest to May 31st. Accordingly, these financial statements
      reflect activity for the thirteen week periods ended September 1, 2002 and
      September 2, 2001.

      It is suggested that these consolidated financial statements should be
      read in conjunction with the consolidated financial statements and notes
      thereto included in Form 10-K for the Corporation's fiscal year ended June
      2, 2002.

      The condensed consolidated financial statements included herein reflect
      all adjustments (consisting only of normal recurring accruals) which, in
      the opinion of management, are necessary to present a fair statement of
      the results of the interim period.

      The results for the interim periods are not necessarily indicative of
      trends or results to be expected for a full fiscal year.

      In November 2001, the Emerging Issues Task Force ("EITF") finalized Issue
      No. 01-9 "Accounting for Consideration Given by a Vendor to a Customer
      (Including a Reseller of the Vendor's Products)," which codified the
      matters discussed in Issue No. 00-14, "Accounting for Certain Sales
      Incentives" and Issue No. 00-25, "Vendor Income Statement Characterization
      of Consideration from a Vendor to a Retailer." Issue No. 01-9 provides
      guidance on accounting for certain promotional activities, as well as the
      accounting for certain consideration from a vendor to an entity that
      resells the vendor's products. The Company implemented the requirements of
      this pronouncement in the fourth quarter of the fiscal year ended June 2,
      2002. In accordance with the provisions of this pronouncement, certain
      amounts previously reported as selling expenses were reclassified and
      reported as a reduction to net sales.


                                       8
<PAGE>
                         PART I -- FINANCIAL INFORMATION
                     Item 1. Financial Statements, Continued
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                September 1, 2002
                                   (Unaudited)

      Upon further review during the quarter ended September 1, 2002, the
      Company determined that certain modifications should be made to the
      reclassifications of net sales and selling expenses for the quarterly
      amounts reported during the fourth quarter of the fiscal year ended June
      2, 2002 upon the initial adoption of EITF 01-9. As a result, the amounts
      reported for net sales and gross profit for the quarterly financial data
      for the fiscal year ended June 2, 2002 should be modified. The changes to
      the quarterly financial data do not affect reported results for the year,
      quarterly operating income or quarterly net income for the fiscal year
      ended June 2, 2002. The effect of these reclassifications was to increase
      net sales and gross profit by $857,000 and $1,027,000 for the first and
      second quarters of fiscal 2002, respectively and decrease net sales and
      gross profit by $1,197,000 and $867,000 for the third and fourth quarters
      of fiscal 2002, respectively. Revised amounts for net sales and gross
      profit for the quarterly financial data for the year ended June 2, 2002
      are as follows:

<TABLE>
<CAPTION>
                           First       Second       Third        Fourth
                          Quarter      Quarter     Quarter      Quarter
                          -------      -------     -------      -------
<S>                       <C>          <C>         <C>          <C>
      Net Sales           $60,977      $83,644     $71,706      $73,776
      Gross Profit         11,624       17,865      11,995       12,352
</TABLE>


(2)   SHORT-TERM BORROWINGS

      The Corporation and its subsidiaries maintain short-term unsecured lines
      of credit with various banks providing credit availability amounting to
      $50,000,000 of which $22,854,000 was borrowed at September 1, 2002. The
      average cost of funds during thirteen week period ended September 1, 2002
      was 2.55%.


                                       9
<PAGE>
                         PART I -- FINANCIAL INFORMATION
                     Item 1. Financial Statements, Continued
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

(3)      LONG-TERM DEBT

         The long-term debt of the Corporation and its subsidiaries consist of:

<TABLE>
<CAPTION>
                                                           September 1, 2002    June 2, 2002
                                                           -----------------    ------------
<S>                                                        <C>                  <C>
         8.74% unsecured senior notes payable
              to an insurance company, due
              through 2007                                    $ 8,929,000       $ 8,929,000

         7.01% unsecured senior notes payable
              to an insurance company, due through 2011        25,000,000        25,000,000

         Other                                                      8,000            11,000
                                                              -----------       -----------
         Total Long-Term Debt                                  33,937,000        33,940,000

         Less current maturities                                4,294,000         4,297,000
                                                              -----------       -----------
         Net Long-Term Debt                                   $29,643,000       $29,643,000
                                                              -----------       -----------
</TABLE>

      On September 1, 2001, the Company entered into a note agreement for the
      issuance $25,000,000 of Senior Notes which bear interest of 7.01% (payable
      quarterly) and are repayable in annual installments beginning September
      15, 2002.

      The senior note agreements and the agreements for seasonal borrowing with
      financial institutions contain various restrictive provisions including
      those relating to mergers and acquisitions, additional borrowing,
      guarantees of obligations, lease commitments, limitations on declaration
      and payment of dividends, repurchase of the Corporation's stock, and the
      maintenance of working capital and certain financial ratios.

      The Corporation is in compliance with the restrictive provisions in the
      agreements as of September 1, 2002.


                                       10
<PAGE>
                         PART I -- FINANCIAL INFORMATION
                     Item 1. Financial Statements, Continued
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

(4)   RELATED PARTY TRANSACTIONS

      The Corporation and its subsidiaries, in the normal course of business,
      purchase and sell goods and services to related parties. Transactions with
      related parties are summarized below:

<TABLE>
<CAPTION>
                                               Thirteen Weeks Ended
                                      ---------------------------------------
                                      September 1, 2002     September 2, 2001
                                      -----------------     -----------------
<S>                                   <C>                   <C>
REVENUES:

     Park 100 Foods, Inc.                 $513,000              $292,000

EXPENDITURES:

     Park 100 Foods, Corp.                   3,000                 3,000
     Warehime Enterprises, Inc.              1,000                 1,000
     John A. & Patricia M. Warehime         17,000                14,000
     Lippy Brothers, Inc.                  242,000               314,000
     Schaier Travel, Inc.                    3,000                 2,000
</TABLE>


                                       11
<PAGE>
                         PART I -- FINANCIAL INFORMATION
                     Item 1. Financial Statements, Continued
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

The respective September 1, 2002 and June 2, 2002 account balances with related
parties are as follows:

<TABLE>
<CAPTION>
                                September 1, 2002       June 2, 2002
                                -----------------       ------------
<S>                             <C>                     <C>
ACCOUNTS RECEIVABLE:

     Park 100 Foods, Inc.           $189,000              $164,000
     Lippy Brothers, Inc.                  0                 3,000


ACCOUNTS PAYABLE:

     Lippy Brothers, Inc.              3,000                     0
     James Sturgill                    1,000                     0
     John & Patricia Warehime          4,000                     0
</TABLE>


                                       12
<PAGE>
                         PART I -- FINANCIAL INFORMATION
                     Item 1. Financial Statements, Continued
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)


(5)   COMPREHENSIVE INCOME

      Comprehensive income is determined as follows:

<TABLE>
<CAPTION>
                                                13 Weeks Ended
                                  -------------------------------------------
                                  September 1, 2002         September 2, 2001
                                  -----------------         -----------------
<S>                               <C>                       <C>
Net Income                           $ 1,782,000               $ 1,441,000

Other Comprehensive Loss-
Unrealized Loss on Investments          (143,000)                 (215,000)
                                     -----------               -----------

Comprehensive Income                 $ 1,639,000               $ 1,226,000
                                     -----------               -----------
</TABLE>

(6)   RECONCILIATION OF NUMERATOR AND DENOMINATOR FOR BASIC AND DILUTED EARNINGS
      PER SHARE

<TABLE>
<CAPTION>
                                                        13 Weeks Ended
                                           -----------------------------------------
                                           September 1, 2002       September 2, 2001
                                           -----------------       -----------------
<S>                                        <C>                     <C>
Numerator for basic earnings per share:
Net earnings applicable to
     common stock                             $1,772,000              $1,431,000

Preferred stock dividends                         10,000                  10,000
                                              ----------              ----------
Net earnings assuming dilution                $1,782,000              $1,441,000
                                              ----------              ----------
Denominator:
Basic weighted average shares                    718,791                 714,496

Effect of dilutive securities                     13,066                  13,423
                                              ----------              ----------
Diluted weighted average shares                  731,857                 727,919
</TABLE>

                                       13
<PAGE>
                         PART I -- FINANCIAL INFORMATION
                     Item 1. Financial Statements, Continued
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

(7) STOCK OPTION PLAN

On June 20, 2002, the Corporation's Board of Directors adopted the Hanover Foods
Corporation 2002 Stock Option Plan (the "Stock Option Plan"). 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 Stock
Option Plan, excluding John A. Warehime. No individual may receive options under
the 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 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 Stock Option Plan, and
options to purchase 13,500 shares were granted on June 20, 2002. Under the 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.
Concurrent with the stock option grant on June 20, 2002, the Corporation
contributed an additional 13,500 shares of Hanover Class B common stock to the
Employee Stock Trust for the purpose of funding obligations under the Stock
Option Plan.

(8) NEW ACCOUNTING STANDARDS

In July 2001, the FASB issued Statement No. 141, Business Combinations, and
Statement No. 142, Goodwill and Other Intangible Assets. Statement 141 required
that the purchase method of accounting be used for all business combinations
completed after June 30, 2001 and specifies criteria for the recognition and
reporting of intangible assets apart from goodwill. Statement 142 requires that
goodwill and intangible assets with indefinite useful lives no longer be
amortized, but instead tested for impairment at least annually in accordance
with the provisions of Statement 142. Statement 142 also required that
intangible assets with definite useful lives be amortized over their respective
estimated useful lives to their estimated residual values, and reviewed for
impairment. The Corporation adopted this statement in the first quarter of
fiscal 2003. Adoption of this statement did not have a material effect on the
Corporation's financial statements.


                                       14
<PAGE>
                         PART I -- FINANCIAL INFORMATION
                     Item 1. Financial Statements, Continued
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

(9) LEGAL MATTERS

    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,
    rescission 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.

    WAREHIME FAMILY LITIGATION

    On February 13, 1997, the Board of Directors proposed an amendment and
    restatement of the Corporation'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


                                       15
<PAGE>
    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), 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. Pursuant to the Corporation's
    Bylaws, 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.

    The Amended and Restated Articles created a Series C Convertible Preferred
    Stock and 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 terms as permitted by Pennsylvania
    law.

    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 hereafter described.

    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



                                       16
<PAGE>
    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.

    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 Incorporation 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 of Incorporation. 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



                                       17
<PAGE>
    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 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 defendants' Petition for
    Allowance of Appeal.

    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.


                                       18
<PAGE>
                         PART I -- FINANCIAL INFORMATION
                 Item 2. Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES

FORWARD LOOKING STATEMENTS

When used in this Annual Report, 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, and foreign operations. Such
factors, which are discussed in the Form 10-Q, could affect the Company's
financial performance and could cause the Company's actual result for future
periods to differ materially from any opinion or statements expressed herein
with respect to future periods. As a result, the Company wishes to caution
readers not to place undue reliance on any such forward looking statements,
which speak only as of the date made.

The following comments should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations
appearing in the Corporation's Annual Report on Form 10-K for the fiscal year
ended June 2, 2002

GENERAL

Prices for processed food tend to rise with overall inflation and not in line
with prices of raw farm products. Generally, price surges in farm products due
to supply shocks and crop problems are not passed on to consumers dollar for
dollar. Management believes consumers often switch from one food product that
has risen to another which has not changed in price. As a result, food
processors tend to absorb raw farm product price increases to remain
competitive. However, when raw farm product prices drop, food processors try to
retain some of the savings. The Corporation does not expect the overall number
of pounds of product consumed to significantly increase over the next several
years. Generally, the Corporation expects sales growth by processors beyond
expected inflation rates and population growth will come at the expense of and
loss of market share by another processor. Sales growth can increase
internationally and through promotions to increase consumption through the
introduction of new or improved food products.

RESULTS OF OPERATIONS
NET SALES

Consolidated net sales were $63.5 million for the thirteen week period ended
September 1, 2002. This represents an increase of 4.2% over the thirteen week
period ended September 2, 2001 consolidated net sales of $61.0 million. The
increase of $2.5 million was primarily due to increased sales in our branded
canned and frozen retail as well as increases in food service and


                                       19
<PAGE>
                         PART I -- FINANCIAL INFORMATION
                 Item 2. Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES

private label sales. These increases were partially offset by decreases in
canned mushrooms and snacks.

COST OF GOODS SOLD

Cost of good sold were $51.1 million, or 80.4% of consolidated net sales in the
thirteen week period ended September 1, 2002 and $49.4 million or 80.9% of
consolidated net sales for the corresponding period in 2001. The decrease in
cost of goods sold as a percentage of net sales resulted primarily from the
increase in branded sales, which carries a lower cost of sales percentage as
compared to other sales segments of the company.

SELLING EXPENSES

Selling expenses were $5.0 million, or 7.9% of consolidated net sales for the
thirteen week period ended September 1, 2002 as compared to $5.5 million or 9.0%
of consolidated net sales for the corresponding period in 2001. The decrease in
selling expenses reflects lower coupon redemptions, media advertising, customer
incentive programs and customer advertising dollars.

ADMINISTRATIVE EXPENSES

Administrative expenses were $3.7 million, or 5.9% of consolidated met sales for
the thirteen week period ended September 1, 2002 as compared to $3.1 million, or
5.1% of consolidated net sales for the corresponding period in 2001. The
increase in administrative expenses reflects an increase in outside legal fees
and services, the provision for the supplemental pension benefits and general
annual wage increases.

INTEREST EXPENSE

Interest expense was $.7 million for the thirteen week period ended September 1,
2002 as compared to $.9 million for the same period in 2001. The decrease
reflects lower average borrowings as well as lower average borrowing rates for
the period compared to 2001.

OTHER EXPENSES

Other expenses were $178,000 for the thirteen week period ended September 1,
2002 as compared to $203,000 for the same period in 2001. The decrease in other
expenses is primarily due higher miscellaneous income offset by lower returns on
the sale of investments, and a larger foreign translation adjustment loss.


                                       20
<PAGE>
                         PART I -- FINANCIAL INFORMATION
                 Item 2. Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES

INCOME TAXES

The provision for corporate federal and state income taxes for the thirteen week
period ended September 1, 2002 was $978,000, or 35.4% of pretax earnings, as
compared to $543,000, or 27.4% of pre-tax earnings for the same period in 2001.
The increase in the effective tax rate is primarily due to increased earnings in
jurisdictions with higher effective tax rates in the current year period as
compared to the prior period.

LIQUIDITY AND CAPITAL RESOURCES

The discussion and analysis of the Corporation's liquidity and capital resources
should be read in conjunction with the Consolidated Statements of Cash Flows,
contained elsewhere herein.

OPERATING ACTIVITIES

Net working capital was $39.8 million at September 1, 2002 and $36.5 million at
June 2, 2002. The current ratios were 1.61 on September 1, 2002 and 1.64 on June
2, 2002.

Cash used in operating activities for the thirteen week period ended September
1, 2002 was $.4 million as compared to cash used in operating activities of $3.7
million during the same period of 2001. The combination of increased earnings,
increased accounts payable and accrued expenses and lower inventory levels
utilized less cash flow in the thirteen week period ended September 1, 2002
compared to the prior year period.

INVESTING ACTIVITIES

During the thirteen week period ended September 1, 2002, the Corporation spent
approximately $1.6 million for the purchase plant upgrades and expansions. This
compares to $1.8 million spent during the same period last year for capital
projects.

FINANCING ACTIVITIES

The increase in notes payable of approximately $3.9 million during the thirteen
week period ended September 1, 2002 represents borrowings made against available
seasonal lines of credit from financial institutions for use in operations and
plant upgrades and expansions.

The Corporation has available seasonal lines of credit from financial
institutions in the amount of $50.0 million, of which $22.9 million was utilized
as of September 1, 2002. Additional


                                       21
<PAGE>
                         PART I -- FINANCIAL INFORMATION
                 Item 2. Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES

borrowing is permitted within prescribed parameters in existing debt agreements,
which contain certain performance covenants.

The Company entered into a note agreement to borrow $25 million of senior notes
on September 1, 2001. The Senior Notes bear interest of 7.01% per year and are
repayable in annual installments beginning September 15, 2002.

The Company believes that it has sufficient working capital and availability
from seasonal lines of credit to meet its cash flow needs.

The following table summarizes the Corporation's contractual obligations and
other commitments as of September 1, 2002:

<TABLE>
<CAPTION>

                                                               Payment Due by Period
                                                ---------------------------------------------------

     Contractual Obligation                                                                 After
                                  Total         1 Year       2-3 Years      4-5 Years      5 Years
                                  -----         ------       ---------      ---------      -------
<S>                             <C>           <C>           <C>           <C>           <C>
Short-Term Notes Payables       $22,854,000   $22,854,000          $-0-          $-0-          $-0-
Long-Term Debt                   33,937,000     4,294,000     8,572,000     8,572,000    12,499,000
Operating Leases                    978,000       475,000       394,000       109,000           -0-
                                -----------   -----------   -----------   -----------   -----------

Total contractual obligations   $57,769,000   $27,623,000   $ 8,966,000   $ 8,681,000   $12,499,000
                                 ===========   ==========    ==========    ==========    ==========
</TABLE>


      Currently, the Company is obligated to purchase 6,000,000 pounds of tomato
paste from California Tomato Products, Colusa, California in each of the fiscal
years from 2003 through 2006, at a price based on annual cost of production.

      The Company's sources of liquidity are primarily funds from operation and
available amounts under seasonal lines of credit. (Two of these lines expire on
October 31, 2003 and one on January 28, 2003). They are expected to be renewed
in the ordinary course of business.


                                       22
<PAGE>


                        PART I -- FINANCIAL INFORMATION

       Item 3. Quantitative and Qualitative Disclosures About Market Risk

         There are no material changes to the disclosures on this matter
provided in the Company's Annual Report on Form 10-K for the fiscal year ended
June 2, 2002.




       Item 4. Controls and Procedures

         Based on their most recent review, which was completed within 90 days
of the filing of Form 10-Q, the Company's principal executive officer and
principal financial officer concluded as of the evaluation date that the
Company's disclosure controls and procedures were effective in timely alerting
them to material information required to be disclosed by the Company in the
reports that it files with the SEC under the Securities Exchange Act of 1934, as
amended, during the period that the report is being prepared. There were no
significant changes in the Company's internal controls or in other factors that
could significantly affect those controls subsequent to the date of their
evaluation. As a result, no corrective actions were taken.



                                       23
<PAGE>
                           PART II - OTHER INFORMATION
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES

ITEM 1.  LEGAL PROCEEDINGS

See note 9 of the Notes of Condensed Consolidated Financial Statements in this
form 10-Q for information regarding the 1995 Warehime Family Litigation and the
Derivative Action.

ITEM 2.  CHANGES IN SECURITIES -- None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES -- None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS -- None

ITEM 5.  OTHER INFORMATION -- None


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K



         (a) Exhibits

EXHIBIT 3.1    AMENDED AND RESTATED BYLAWS, AS AMENDED, OF HANOVER
               FOODS CORPORATION



EXHIBIT 99.1   CERTIFICATION BY JOHN A. WAREHIME, CHIEF EXECUTIVE OFFICER
               PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


EXHIBIT 99.2   CERTIFICATION BY GARY T. KNISELY, CHIEF FINANCIAL OFFICER
               PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         (b) Reports on Form 8-K

             None.




                                       24
<PAGE>
                                    SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                       HANOVER FOODS CORPORATION



Date:   October 28, 2002               By:  /s/ Pietro Giraffa
                                            ------------------------------------
                                            Pietro Giraffa
                                            Vice President & Controller
                                            Chief Accounting Officer
                                            (Principal Accounting Officer)


                                       By:  /s/ Gary T. Knisely
                                            ------------------------------------
                                            Gary T. Knisely
                                            Executive Vice President
                                            Chief Financial Officer


                                       25
<PAGE>
                                  CERTIFICATION

I, John A. Warehime, Chief Executive Officer of Hanover Foods Corporation,
certify that:


1.    I have reviewed the quarterly report on Form 10-Q/A of Hanover Foods
Corporation;


2.    Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.    Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;


4.    The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


a)    designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b)    evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c)    presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of the registrant's board of directors (or persons performing the equivalent
function):

a)    all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b)    any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.    The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.




Date:  October 28, 2002                        /s/ John A. Warehime
                                               -------------------------
                                               John A. Warehime
                                               Chief Executive Officer



                                       26
<PAGE>
                                  CERTIFICATION

I, Gary T. Knisely, Chief Financial Officer of Hanover Foods Corporation,
certify that:


1.    I have reviewed the quarterly report on Form 10-Q/A of Hanover Foods
Corporation;


2.    Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.    Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.    The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)    designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b)    evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c)    presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of the registrant's board of directors (or persons performing the equivalent
function):

a)    all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b)    any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.    The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.



Date:  October 28, 2002                        /s/ Gary T. Knisely
                                               -------------------------
                                               Gary T. Knisely
                                               Chief Financial Officer



                                       27