<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q

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

                  For the Quarterly Period Ended March 2, 2003

                                       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 March 2, 2003
                       -----                    ----------------------------
     Class A Common Stock, $25 par value              288,084 shares

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

                                       1
<PAGE>

                   HANOVER FOODS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                  For the Thirty-Nine Weeks Ended March 2, 2003
<TABLE>
<CAPTION>

Index                                                                                             Page
<S>                                                                                                <C>

Part I -- Financial Information

     Item 1 -- Financial Statements:

         Condensed Consolidated Balance Sheets
           March 2, 2003 (Unaudited) and June 2, 2002...............................................3

         Condensed Consolidated Statements of Operations (Unaudited)
           Thirty-Nine Weeks Ended and Thirteen Weeks Ended March 2, 2003
           and March 3, 2002........................................................................5

         Condensed Consolidated Statements of Stockholders'
           Equity, (Unaudited) Thirty-Nine Weeks Ended March 2, 2003................................6

         Condensed Consolidated Statements of Cash Flows
           (Unaudited), Thirty-Nine Weeks Ended March 2, 2003
           and March 3, 2002........................................................................7

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

     Item 2 - Management's Discussion and Analysis of Financial
            Condition and Results of Operations....................................................19

     Item 3 - Quantitative and Qualitative Disclosure About Market Risk............................24

     Item 4 - Controls and Procedures..............................................................25

     Part II - Other Information...................................................................26

     Item 1-- Legal Proceedings....................................................................26
     Item 2-- Changes in Securities and Use of Proceeds............................................26
     Item 3-- Defaults upon Senior Securities......................................................26
     Item 4-- Submission of Matters to a Vote of Security Holders..................................26
     Item 5-- Other Information....................................................................26
     Item 6-- Exhibits and Reports on Form 8-K.....................................................26
</TABLE>

     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

                                       2
<PAGE>

                         PART I -- FINANCIAL INFORMATION
                          Item 1. Financial Statements
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES
                      Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                                         March 2, 2003            June 2, 2002
ASSETS
----------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                       <C>
Current Assets:
     Cash and Cash Equivalents                                            $4,079,000              $  2,816,000
     Accounts and Notes Receivable, Net                                   26,319,000                26,917,000
     Accounts Receivable from Related Parties, Net                           120,000                   167,000
     Inventories
        Finished Goods                                                    46,211,000                44,933,000
        Raw Materials and Supplies                                        17,556,000                16,622,000
     Prepaid Expenses                                                      1,875,000                 2,361,000
     Prepaid Income Taxes                                                    157,000                         0
     Deferred Income Taxes                                                   917,000                   276,000
----------------------------------------------------------------------------------------------------------------------

Total Current Assets                                                      97,234,000                94,092,000
----------------------------------------------------------------------------------------------------------------------

Property, Plant and Equipment, at Cost:
     Land and Buildings                                                   53,963,000                52,966,000
     Machinery and Equipment                                             127,864,000               124,048,000
     Leasehold Improvements                                                  544,000                   544,000
----------------------------------------------------------------------------------------------------------------------
                                                                         182,371,000               177,558,000
     Less Accumulated Depreciation and
       Amortization                                                      108,943,000               101,749,000
----------------------------------------------------------------------------------------------------------------------
                                                                          73,428,000                75,809,000
     Construction in Progress                                                197,000                   830,000
----------------------------------------------------------------------------------------------------------------------

Total Property, Plant and Equipment                                       73,625,000                76,639,000
----------------------------------------------------------------------------------------------------------------------
Other Assets:
     Intangible Assets, Net                                                3,382,000                 3,549,000
     Other Assets                                                          5,032,000                 4,736,000
---------------------------------------------------------------------------------------------------------------------
Total Assets                                                            $179,273,000              $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                                    March 2, 2003            June 2, 2002
---------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>                      <C>
Current Liabilities:
     Notes Payable - Banks                                               $14,741,000             $  18,987,000
     Accounts Payable                                                     19,296,000                19,890,000
     Accounts Payable to Related Parties - Net                                12,000                         0
     Accrued Expenses                                                     11,777,000                13,189,000
     Current Maturities of Long-Term Debt                                  4,288,000                 4,297,000
     Income Taxes Payable                                                  1,282,000                 1,182,000
---------------------------------------------------------------------------------------------------------------------
Total Current Liabilities                                                 51,396,000                57,545,000
---------------------------------------------------------------------------------------------------------------------
Long-Term Debt, Less Current Maturities                                   27,143,000                29,643,000
Other Liabilities                                                          4,937,000                 4,060,000
Deferred Income Taxes                                                      4,462,000                 3,777,000
---------------------------------------------------------------------------------------------------------------------
Total Liabilities                                                         87,938,000                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 March 2, 2003 and June 2, 2002
         14,564 shares outstanding at March 2, 2003
         and June 2, 2002                                                    776,000                   776,000
     Series C cumulative convertible preferred, $25
         Par Value, 10,000 shares authorized, issued and outstanding
         At March 2, 2003 and June 2, 2002                                   250,000                   250,000
     Common stock, Class A, non-voting, $25 Par Value;
         800,000 shares authorized, 349,329 shares issued
         at March 2, 2003 and June 2, 2002; 288,084 shares
         outstanding at March 2, 2003 and 288,284 shares
         outstanding at June 2, 2002                                       8,733,000                 8,733,000
     Common stock, Class B, voting, $25 Par Value;
         880,000 shares authorized; 649,072 shares issued at March 2,
         2003 and 635,572 shares issued at June 2, 2002; 435,268 shares
         outstanding at March 2, 2003 and 430,507 shares
         outstanding at June 2, 2002                                      16,227,000                15,889,000
     Capital Paid in Excess of Par Value                                  16,373,000                15,238,000
     Retained Earnings                                                    74,651,000                67,560,000
     Treasury Stock, at Cost                                             (8,170,000)               (8,148,000)
     Value of Shares held in Employee Benefit Trust - 146,930 shares
         at March 2, 2003 and 138,191 shares at June 2, 2002            (17,096,000)              (16,168,000)
     Accumulated Other Comprehensive Loss                                  (409,000)                 (139,000)
---------------------------------------------------------------------------------------------------------------------
Total Stockholders' Equity                                                91,335,000                83,991,000
---------------------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity                              $179,273,000              $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>
------------------------------------------------------------------------------------------------------------------

                                              Thirty-Nine Weeks Ended                 Thirteen Weeks Ended

                                            March 2,          March 3, 2002      March 2, 2003         March 3,
                                              2003                                                       2002
------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                 <C>                 <C>               <C>
Net Sales                                  $218,111,000        $216,326,000        $71,641,000       $71,705,000
Cost of Goods Sold                          174,275,000         173,960,000         58,183,000        59,088,000
------------------------------------------------------------------------------------------------------------------
Gross Profit                                 43,836,000          42,366,000         13,458,000        12,617,000
Selling Expenses                             17,934,000          18,613,000          4,539,000         4,894,000
Administrative Expenses                      11,277,000          10,810,000          4,365,000         4,603,000
------------------------------------------------------------------------------------------------------------------
Operating Profit                             14,625,000          12,943,000          4,554,000         3,120,000
Interest Expense                              2,218,000           2,899,000            708,000         1,025,000
Other Expenses, Net                             230,000             123,000             75,000             4,000
------------------------------------------------------------------------------------------------------------------
Earnings Before Income Taxes                 12,177,000           9,921,000          3,771,000         2,091,000
Income Taxes                                  4,338,000           3,185,000          1,407,000           654,000
------------------------------------------------------------------------------------------------------------------
Net Earnings                                  7,839,000           6,736,000          2,364,000         1,437,000
Dividends on Preferred Stock                     31,000              31,000             10,000            10,000
------------------------------------------------------------------------------------------------------------------
Net Earnings Applicable to
     Common Stock                            $7,808,000          $6,705,000         $2,354,000        $1,427,000
------------------------------------------------------------------------------------------------------------------
Earnings Per Share:
     Net Earnings Per Common
         Share - Basic                           $10.85               $9.37              $3.26             $1.99
     Net Earnings Per Common
         Share - Diluted                         $10.70               $9.24              $3.22             $1.97
Dividends per Share, Common                      $0.825              $0.825             $0.275            $0.275
Basic Weighted Average Shares                   719,822             715,463            721,883           717,397
Diluted Weighted Average Shares                 732,888             728,886            734,949           730,820
------------------------------------------------------------------------------------------------------------------
</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
                      Thirty-Nine Weeks Ended March 2, 2003
                                   (Unaudited)
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                Cumulative         Cumulative
                                               Convertible        Convertible
                                 Total       Preferred Stock    Preferred Stock        Common Stock          Common Stock
                              Stockholders'   Series A & B          Series C              Class A               Class B
                                 Equity     Shares     Amount    Shares   Amount      Shares    Amount      Shares     Amount
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>        <C>        <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   635,572   $15,889,000

Net Earnings for the Period     7,839,000

Cash Dividends Per Share:
Preferred - $2.0625 annually      (31,000)
Common - $1.10 annually          (717,000)
Issuance of Common stock to
  Employee Stock Trust
  Class B 13,500 Shares                 0                                                                   13,500       338,000
Issuance of Common Stock to
  ESOP - Class B 4,761 shares     545,000
Redemption of common stock
  Class A 200 Shares             (22,000)
Other Comprehensive Loss        (270,000)
-----------------------------------------------------------------------------------------------------------------------------------

Balance, March 2, 2003        $91,335,000   31,056   $776,000   10,000   $250,000   349,329   $8,733,000   649,072   $16,227,000
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
[RESTUBBED TABLE]
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
                                 Capital
                                 Paid In                                                             Accumulated
                                 Excess                    Treasury Stock    Employee Stock Trust      Other
                                 Of Par      Retained                                               Comprehensive
                                  Value      Earnings     Shares      Amount       Shares       Amount          Loss
-------------------------------------------------------------------------------------------------------------------------
<S>                               <C>            <C>        <C>        <C>            <C>           <C>            <C>
Balance, June 2, 2002         $15,238,000   $67,560,000   144,411   ($8,148,000)   138,191     ($16,168,000)   ($139,000)

Net Earnings for the Period                   7,839,000

Cash Dividends Per Share:
Preferred - $2.0625 annually                    (31,000)
Common - $1.10 annually                        (717,000)
Issuance of Common stock to
  Employee Stock Trust
  Class B 13,500 Shares         1,147,000                                           13,500       (1,485,000)
Issuance of Common Stock to
  ESOP - Class B 4,761 shares     (12,000)                                          (4,761)         557,000
Redemption of common stock
  Class A 200 Shares                                          200       (22,000)
Other Comprehensive Loss                                                                                       (270,000)
-------------------------------------------------------------------------------------------------------------------------

Balance, March 2, 2003        $16,373,000   $74,651,000   144,611   ($8,170,000)   146,930     ($17,096,000)  ($409,000)
--------------------------------------------------------------------------------------------------------------------------
</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>
----------------------------------------------------------------------------------------------------------------
                                                                                Period                Period
                                                                                March 2,              March 3,
                                                                                 2003                  2002
----------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>                    <C>
Cash Flows From:
Operating Activities:
     Net Earnings                                                             $7,839,000            $6,736,000
     Adjustments to Reconcile Net Earnings:
         To Net Cash Provided by Operating Activities:
              Depreciation and Amortization                                    7,361,000             6,752,000
              Non Cash Charge (ESOP Contribution)                                545,000               481,000
              Deferred Income Taxes                                               44,000             (360,000)
              Changes in Assets and Liabilities:
              Accounts Receivable                                                645,000           (3,150,000)
              Inventories                                                   (14,503,000)          (12,375,000)
              Inventories                                                    (2,212,000)          (12,770,000)
              Prepaid Expenses                                                   329,000           (1,098,000)
              Accounts Payable and Accrued Expenses                          (1,994,000)             5,824,000
              Income Taxes Payable                                               100,000               271,000
              Other Liabilities                                                  877,000               438,000
----------------------------------------------------------------------------------------------------------------
Net Cash Provided by Operating Activities                                     13,534,000             3,124,000
----------------------------------------------------------------------------------------------------------------
Investing Activities:
     Increase in Other Assets                                                  (566,000)             (600,000)
     Acquisitions of Property, Plant and Equipment                           (4,180,000)           (5,516,000)
----------------------------------------------------------------------------------------------------------------

Net Cash Used In Investing Activities                                        (4,746,000)           (6,116,000)
----------------------------------------------------------------------------------------------------------------
Financing Activities:
     Payments on Notes Payable                                               (4,246,000)          (18,896,000)
     Proceeds from Issuance of Long-Term Debt                                          0            25,000,000
     Payments on Long-Term Debt                                              (2,509,000)              (12,000)
     Payment of Dividends                                                      (748,000)             (738,000)
     Redemption of Common Stock                                                 (22,000)                     0
----------------------------------------------------------------------------------------------------------------
Net Cash Provided by (Used In) Financing Activities                          (7,525,000)             5,354,000
----------------------------------------------------------------------------------------------------------------
Net Increase in Cash and Cash Equivalents                                      1,263,000             2,362,000
Cash and Cash Equivalents, Beginning of Period                                 2,816,000             1,824,000
----------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents, End of Period                                      $4,079,000            $4,186,000
----------------------------------------------------------------------------------------------------------------
</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
                                  March 2, 2003
                                   (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 and thirty-nine week periods ended
         March 2, 2003 and March 3, 2002.

         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.

         Certain reclassifications were made to the prior period financial
         statements to be consistent with the current period reporting
         presentation.

(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 $14,741,000 was borrowed at March 2,
         2003. The average cost of funds during thirteen and thirty-nine week
         periods ended March 2, 2003 was 2.11% and 2.34%, respectively.


                                       8
<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>

                                                                           March 2, 2003          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                       22,500,000            25,000,000

         Other                                                                     2,000                11,000
----------------------------------------------------------------------------------------------------------------------
         Total Long-Term Debt                                                 31,431,000            33,940,000

         Less current maturities                                               4,288,000             4,297,000
----------------------------------------------------------------------------------------------------------------------
         Net Long-Term Debt                                                  $27,143,000           $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 March 2, 2003.

                                       9
<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>
                                                     Thirty-Nine Weeks Ended           Thirteen Weeks Ended

                                                 March 2, 2003   March 3, 2002    March 2, 2003    March 3, 2002
-----------------------------------------------------------------------------------------------------------------
<S>                                                    <C>             <C>              <C>              <C>

Revenues:

Park 100 Foods, Inc.                              $1,643,000     $1,236,000           $393,000       $443,000

Expenditures:

Park 100 Foods, Corp.                                 12,000          9,000              2,000          1,000
     Warehime Enterprises, Inc.                        3,000         80,000              1,000          1,000
     John A. & Patricia M. Warehime                   48,000         42,000             15,000         16,000
     Lippy Brothers, Inc.                          1,146,000      1,158,000            704,000              0
     Schaier Travel, Inc.                              3,000          4,000                  0              0
-----------------------------------------------------------------------------------------------------------------
</TABLE>


                                       10

<PAGE>


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

--------------------------------------------------------------------------------
The respective March 2, 2003 and June 2, 2002 account balances with related
parties are as follows:

<TABLE>
<CAPTION>
                                                                      March 2, 2003         June 2, 2002
----------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                   <C>
Accounts Receivable:

     Park 100 Foods, Inc.                                             $  120,000               $164,000
     Lippy Brothers, Inc.                                                      0                  3,000

----------------------------------------------------------------------------------------------------------

Accounts Payable:

     James G. Sturgill                                                     1,000                      0
     John & Patricia Warehime                                              4,000                      0
     T. Edward Lippy                                                       1,000                      0
     Clayton G. Rohrbach, Jr.                                              1,000                      0
     Cyril T. Noel                                                         1,000                      0
     T. Michael Haugh                                                      1,000                      0
     James A. Washburn                                                     1,000                      0
     Jennifer W.Carter                                                     1,000                      0
     Arthur S. Schaier                                                     1,000                      0
</TABLE>

                                       11

<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>
                                                              39 Weeks Ended                    13 Weeks Ended

                                                      March 2, 2003     March 3, 2002    March 2, 2003      March 3, 2002
---------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>                 <C>              <C>               <C>
Net Income                                             $7,839,000         $6,736,000        $2,364,000        $1,437,000
Other Comprehensive Income (Loss) -
Unrealized Loss on Investments                          (270,000)          (143,000)         (183,000)         (103,000)
                                                       ----------         ----------        ----------        ----------

Comprehensive Income                                   $7,569,000         $6,593,000        $2,181,000        $1,334,000
                                                       ==========         ==========        ==========        ==========
</TABLE>

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

    Numerator for basis earnings per share:

<TABLE>
<CAPTION>

                                                                39 Weeks Ended                   13 Weeks Ended

                                                      March 2, 2003      March 3, 2002     March 2, 2003   March 3, 2002
=========================================================================================================================
<S>                                                        <C>                <C>               <C>              <C>
Net earnings applicable to common stock                $7,808,000         $6,705,000        $2,354,000       $1,427,000

Preferred stock dividends                                  31,000             31,000            10,000           10,000
                                                       ----------         ----------        ----------       ----------

Net earnings assuming dilution                          7,839,000          6,736,000         2,364,000        1,437,000
                                                       ==========         ==========        ==========       ==========

Denominator:
Basic weighted average shares                             719,822            715,463           721,883          717,397

Effect of dilutive securities                              13,066             13,423            13,066           13,423
                                                       ----------         ----------        ----------       ----------

Diluted weighted average shares                           732,888            728,886           734,949          730,820
                                                       ==========         ==========        ==========       ==========
</TABLE>


                                       12
<PAGE>


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

     (7) EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)

     Effective December 31, 2002, the Company transferred 4,761 shares of Class
     B Common Stock that were previously contributed to the Company's Employee
     Stock Trust to the ESOP as an employer contribution. The shares had a fair
     market value of approximately $114 on that date, and accordingly, the
     Company recorded a charge to earnings of approximately $545,000 for the
     thirteen-week period ended March 2, 2003.

     (8) 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.

     (9) 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.


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

         (10) 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. On December 31, 2002 the Court denied
         the petition for fees in its entirety.

         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.


                                       14
<PAGE>

         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 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 401(k) Savings 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 share (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 1/10th of a vote per share.

         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 terms 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.



                                       15
<PAGE>


         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.

                                       16
<PAGE>


         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 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. 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 "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 defendant's Petition for Allowance of Appeal.

         On December 12, 2002, Michael Warehime filed a Motion for Relief under
         the Warehime v. Schaier caption in the York County Court of Common
         Pleas. Michael Warehime's motion requested, inter alia, 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.

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

         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.


                                       17
<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 Quarterly 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 $218.1 million for the thirty-nine week period ended
March 2, 2003. This represents an increase of .8% over the thirty-nine week
period ended March 3, 2002 consolidated net sales of $216.3 million.
Consolidated net sales were $71.6 million for the thirteen-week period ended
March 2, 2003, a .1% decrease from consolidated net sales of



                                       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

$71.7 million for the corresponding period in the prior year. The increase in
consolidated net sales for the thirty-nine week period was due to increased
branded retail, food service, private label, canned mushrooms and fresh food
sales. This increase was partially offset by decreases in frozen mushrooms and
snack sales. The decrease in consolidated net sales for the thirteen-week period
was due to decreases in food service, frozen mushrooms and snack sales partially
offset by increases in branded, private label, canned mushrooms and fresh food
sales.

COST OF GOODS SOLD

Costs of goods sold were $174.3 million, or 79.9% of consolidated net sales in
the thirty-nine week period ended March 2, 2003 and $174.0 million, or 80.4% of
consolidated net sales for the corresponding period in 2002. Cost of goods sold
was $58.2 million, or 81.2% of consolidated net sales for the thirteen-week
period ended March 2, 2003 as compared to $59.1 million, or 82.4% of
consolidated net sales for the corresponding period in 2002. The decrease in
cost of goods sold as a percentage of net sales for the thirty-nine week period
was due to reduced operating expenses at our Lancaster plant and the increase in
branded and fresh food sales, which sell at a higher margin as compared to other
sales products of the Company. The decrease in cost of goods sold as a
percentage of net sales for the thirteen-week period was due to reduced
operating expenses at our canned mushroom Nottingham plant and our Lancaster
plant and increase in branded retail sales and fresh food sales, which carry a
higher margin compared to other sales products of the Company.

SELLING EXPENSES

Selling expenses were $17.9 million, or 8.2% of consolidated net sales for the
thirty-nine week period ended March 2, 2003 as compared to $18.6 million or 8.6%
of consolidated net sales for the corresponding period in 2002. Selling expenses
were $4.5 million or 6.3% of consolidated net sales for the thirteen-week period
ended March 2, 2003 compared to $4.9 million, or 6.8% of consolidated net sales
during the corresponding period in 2002. The decrease in selling expenses for
both the thirty-nine week period and the thirteen-week period reflects lower
coupon redemptions, media advertising, customer incentive programs and customer
advertising dollars partially offset by increases in prior year customer
promotion audit payouts.

ADMINISTRATIVE EXPENSES

Administrative expenses were $11.3 million, or 5.2% of consolidated net sales
for the thirty-nine week period ended March 2, 2003 as compared to $10.8
million, or 5.0% of consolidated net sales for the corresponding period in 2002.
Administrative expenses were $4.4 million, or 6.1% of consolidated net sales for
the thirteen week period ended March 2, 2003 as compared to




                                       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


$4.6 million, or 6.4% of consolidated net sales for the corresponding period in
2002. The increase in administrative expenses for the thirty-nine week period
reflects increases in outside legal and accounting fees and services, the
provision for the supplemental pension benefits and increases in the 401K and
ESOP provisions, partially offset by a lower fiscal year end bonus provision.
The decrease in administrative expenses for the thirteen-week period reflects a
lower fiscal year end bonus provision partially off-set by increases in outside
fees and services the provision for supplemental pension benefits and increase
in the 401K and ESOP provisions.

INTEREST EXPENSE

Interest expense was $2.2 million for the thirty-nine week period ended March 2,
2003 as compared to $2.9 million for the same period in 2002. Interest expense
was $.7 million for the thirteen-week period ended March 2, 2003 as compared to
$1.0 million for the same period in 2002. The decrease in both periods reflects
lower average borrowings as well as lower average borrowing rates for the
periods ended March 2, 2003 compared to 2002.

OTHER EXPENSES

Other expenses, net was $230,000 for the thirty-nine week period ended March 2,
2003 as compared to $123,000 for the same period in 2002. Other expenses, net
was $75,000 for the thirteen-week period ended March 2, 2003 as compared to
$4,000 for the same period in 2002. The increase in other expenses for the
thirty-nine week and thirteen week periods is due to a decreased gain on the
sale of investments and a reduced gain on the sale of fixed assets.

 INCOME TAXES

The provision for corporate federal and state income taxes for the thirty-nine
week period ended March 2, 2003 was $4.3 million, or 35.6% of pretax earnings,
as compared to $3.2 million, or 32.1% of pre-tax earnings for the same period in
2002. The provisions for corporate federal and state income taxes for the
thirteen week period ended March 2, 2003 was $1.4 million, or 37.3% of pre-tax
earnings as compared to $.7 million, or 31.3% of pre-tax earnings for the same
period in 2002. The increase in the effective tax rate for both periods is
primarily due to increased earnings in jurisdictions with higher effective tax
rates in the current year periods as compared to prior periods.

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.



                                       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


OPERATING ACTIVITIES

Net working capital was $45.8 million at March 2, 2003 and $36.5 million at June
2, 2002. The current ratios were 1.89 on March 2, 2003 and 1.64 on June 2, 2002.

Cash provided from operating activities for the thirty-nine week period ended
March 2, 2003 was $13.5 million as compared to cash provided from operating
activities of $3.1 million during the same period of 2002. The combination of
increased earnings and lower inventory levels generated more cash flow in the
thirty-nine week period ended March 2, 2003 compared to the prior year period.

INVESTING ACTIVITIES

During the thirty-nine week period ended March 2, 2003, the Corporation spent
approximately $4.2 million for the purchase plant upgrades and expansions. This
compares to $5.5 million spent during the same period last year for capital
projects.

FINANCING ACTIVITIES

The decrease in notes payable of approximately $4.2 million during the
thirty-nine week period ended March 2, 2003 represents payments made against
available seasonal lines of credit from financial institutions.

The Corporation has available seasonal lines of credit from financial
institutions in the amount of $50.0 million, of which $14.7 million was utilized
as of March 2, 2003. Additional borrowing is permitted within prescribed
parameters in existing debt agreements, which contain certain performance
covenants.

As of September 1, 2001, the Corporation entered in the Note Purchase Agreement
with a group of lenders led by John Hancock Insurance Company (the "Lenders")
and issued 7.01% Senior Notes (the "Notes") due September 15, 2011 in the
aggregate principal amount of $25.0 million to the Lenders. The Corporation is
required to make a prepayment of $2.5 million of the principal amount of the
Notes on September 15, 2002 and on each September 15 thereafter to and including
September 15, 2011. 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 A. 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 position of Executive





                                       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

Vice President and Secretary of the Corporation. To the extent a change in
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
these obligations as the Corporation currently does not have the financial
resources to repay these obligations. While the Corporation currently believes
it would be successful in obtaining additional financing, no assurance can be
given as to whether the Corporation would be successful in obtaining additional
debt financing or if such financing will be on terms and conditions that are
acceptable to the Corporation. The Note Purchase Agreement contains certain
limitations on the Corporation's ability to enter into merger agreements, incur
debt, and/or sell its assets, other than in the ordinary course of business. The
Corporation received $25.0 million on September 1, 2001 from proceeds for the
Notes.

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 March 2, 2003:
<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              $14,741,000      $14,741,000            $-0-               $-0-               $-0-
Long-Term Debt                          31,431,000        4,288,000       8,572,000          8,572,000          9,999,000
Operating Leases                           978,000          475,000         394,000            109,000                -0-
                                       -----------      -----------      ----------         ----------         ----------
Total contractual obligations          $47,150,000      $19,504,000      $8,966,000         $8,681,000         $9,999,000
                                       ===========      ===========      ==========         ==========         ==========
</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, 2004). 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
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES

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.















                                       23

<PAGE>


                         PART I - FINANCIAL INFORMATION
                         Item 4. Controls and Procedures
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES

Based on the 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.








                                       24


<PAGE>





                           PART II - OTHER INFORMATION
                   HANOVER FOODS CORPORATION AND SUBSIDIARIES

ITEM 1.  LEGAL PROCEEDINGS

See note 10 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 AND USE OF PROCEEDS -- 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 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





                                       25
<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: April 16, 2003                   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



                                       29
<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 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 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:  April 16, 2003                    /s/ John A. Warehime
                                                  ------------------------
                                                  John A. Warehime
                                                  Chief Executive Officer

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<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 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 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:  April 16, 2003                             /s/ Gary T. Knisely
                                                  ---------------------------
                                                  Gary T. Knisely
                                                  Chief Financial Officer



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