|  |
|--|
|  |
|  |

**UNITED STATES****SECURITIES AND EXCHANGE COMMISSION****WASHINGTON, D.C. 20549**

----

**FORM 10-Q**

|   |   | **QUARTERLY REPORT PURSUANT    TO SECTION 13 OR 15(D) OF** |
|--------|--------|------------------------------------------------------------|
|   |   | **THE SECURITIES EXCHANGE ACT    OF 1934**                 |

**For the Quarterly Period EndedNovember 30, 2003**

**OR**

| ** **  |   | **TRANSITION REPORT PURSUANT    TO SECTION 13 OR 15(d) OF** |
|------------------|--------|-------------------------------------------------------------|
|             |   | **THE SECURITIES EXCHANGE ACT    OF 1934**                  |

Commission File Number – **0-17896**

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

| **Commonwealth    of Pennsylvania**                                                          |   | **23-0670710**                               |
|----------------------------------------------------------------------------------------------|--------|----------------------------------------------|
| (State or other jurisdiction    of    incorporation or organization)                         |   | (I.R.S. Employer      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 areacode)  |

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        No   

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

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

| **Class**                           |   | **Outstanding at November 30,    2003** |
|-------------------------------------|--------|-----------------------------------------|
| Class A Common Stock, $25 par value |   | 288,062 shares                          |
|                                |   |                                    |
| Class B Common Stock, $25 par value |   | 781,648 shares                          |
|                                |   |                                    |

|  |
|--|
|  |
|  |

**HANOVER FOODS CORPORATION AND SUBSIDIARIESFORM 10-QFor the Twenty-Six Weeks EndedNovember 30, 2003**

| **Index**                                          |                                                                                                                                                                    | **Page** |
|----------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------|
|                                               |
| **Part I –      Financial Information ** |
|                                               |                                                                                                                                                                    |     |   |
| Item      1 –                            | Financial Statements:                                                                                                                                                   |     |   |
|                                               |                                                                                                                                                                    |     |   |
|                                               | Condensed        Consolidated Balance Sheets        November 30, 2003 (Unaudited) and June 1, 2003                                                                      |     |  3 |
|                                               |                                                                                                                                                                    |     |   |
|                                               | Condensed        Consolidated Statements of Operations (Unaudited)        Twenty-Six Weeks Ended and Thirteen Weeks Ended November 30, 2003        and December 1, 2002 |     |  5 |
|                                               |                                                                                                                                                                    |     |   |
|                                               | Condensed        Consolidated Statements of Stockholders’        Equity, (Unaudited) Twenty-Six Weeks Ended November 30, 2003                                     |     |  6 |
|                                               |                                                                                                                                                                    |     |   |
|                                               | Condensed        Consolidated Statements of Cash Flows        (Unaudited), Twenty-Six Weeks Ended November 30, 2003        and December 1, 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                                                                                                          |     |  26 |
|                                               |                                                                                                                                                                    |     |   |
| Item      4 –                            | Controls and Procedures                                                                                                                                                 |     | 26 |
|                                               |                                                                                                                                                                    |     |   |
|                                               | **Part        II – Other Information**                                                                                                                             |     |  27 |
|                                               |                                                                                                                                                                    |     |   |
| Item      1 –                            | Legal Proceedings                                                                                                                                                       |     | 27 |
|                                               |                                                                                                                                                                    |     |   |
| Item 2 –                                 | Changes in Securities      and Use of Proceeds                                                                                                                          |     | 27 |
|                                               |                                                                                                                                                                    |     |   |
| Item 3 –                                 | Defaults upon      Senior Securities                                                                                                                                    |     | 27 |
|                                               |                                                                                                                                                                    |     |   |
| Item 4 –                                 | Submission of      Matters to a Vote of Security Holders                                                                                                                |     | 27 |
|                                               |                                                                                                                                                                    |     |   |
| Item 5 –                                 | Other Information                                                                                                                                                       |     | 27 |
|                                               |                                                                                                                                                                    |     |   |
| Item 6 –                                 | Exhibits and      Reports on Form 8-K                                                                                                                                   |     | 27 |
|                                               |                                                                                                                                                                    |     |   |
|                                               | **Exhibit Index**                                                                                                                                                       |     |   |
|                                               |                                                                                                                                                                    |     |   |
| Exhibit 10.1                                       | 2003 Stock Option Plan                                                                                                                                                  |     |   |
|                                               |                                                                                                                                                                    |     |   |
| Exhibit 10.2                                       | PNC Bank Line of Credit Personal                                                                                                                                        |     |   |
|                                               |                                                                                                                                                                    |     |   |
| Exhibit 10.3                                       | Citizen’s Bank Line of Credit      Personal                                                                                                                        |     |   |
|                                               |                                                                                                                                                                    |     |   |
| Exhibit 31.1                                       | Section 302 Certification –      Chief Executive Officer                                                                                                           |     |   |
|                                               |                                                                                                                                                                    |     |   |
| Exhibit 31.2                                       | Section 302      Certification – Chief Financial Officer                                                                                                           |     |   |
|                                               |                                                                                                                                                                    |     |   |
| Exhibit 32.1                                       | Certification      by John A. Warehime, Chief Executive Officer Pursuant to Section 906 of      the Sarbanes-Oxley Act of 2002 Exhibit                                  |     |   |
|                                               |                                                                                                                                                                    |     |   |
| Exhibit 32.2                                       | Certification      by Gary T. Knisely, Chief Financial Officer Pursuant to Section 906 of the      Sarbanes-Oxley Act of 2002                                           |     |   |

2

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PART I – FINANCIAL INFORMATIONItem1. Financial StatementsHANOVER FOODS CORPORATION AND SUBSIDIARIESCondensed Consolidated Balance Sheets

|                                    |                                                                                   |                                                     |        | **November 30, 2003** |       |        |                            |   |
|-----------------------------------------|----------------------------------------------------------------------------------------|----------------------------------------------------------|-------------|-----------------------|------------|-------------|---------------------------------|--------|
|                                    |                                                                                   |                                                     |        | **(Unaudited)**       |       |        | ** June    1, 2003 ** |   |
|                                    |                                                                                   |                                                     |             |                       |       |             |                                 |   |
|  **ASSETS**                        |                                                                                   |                                                     |        |                  |       |        |
| Current Assets:                         |                                                                                   |                                                     |        |                  |       |        |
|                                    | Cash and Cash Equivalents                                                              | $                                                        | 2,805,000   |                  | $          | 4,128,000   |                            |
|                                    | Accounts and Notes Receivable, Net                                                     |                                                     | 30,633,000  |                  |       | 25,099,000  |                            |
|                                    | Accounts Receivable from Related Parties, Net                                          |                                                     | 0           |                  |       | 163,000     |                            |
|                                    | Inventories                                                                            |                                                     |        |                  |       |        |                            |
|                                    |                                                                                   | Finished Goods                                           |        | 53,853,000            |       |        | 40,746,000                      |   |
|                                    |                                                                                   | Raw Materials and Supplies                               |        | 18,619,000            |       |        | 17,562,000                      |   |
|                                    | Prepaid Expenses                                                                       |                                                     | 891,000     |                  |       | 2,216,000   |                            |
|                                    | Prepaid Income Taxes                                                                   |                                                     | 140,000     |                  |       | 0           |                            |
|                                    | Deferred Income Taxes                                                                  |                                                     | 917,000     |                  |       | 917,000     |                            |
|                                    |                                                                                   |                                                     |             |                       |       |             |                                 |   |
|                                    |                                                                                   |       Total Current Assets |        | 107,858,000           |       |        | 90,831,000                      |   |
|                                    |                                                                                   |                                                     |             |                       |       |             |                                 |   |
| Property, Plant and Equipment, at Cost: |                                                                                   |                                                     |        |                  |       |        |
|                                    | Land and Buildings                                                                     |                                                     | 55,006,000  |                  |       | 53,972,000  |                            |
|                                    | Machinery and Equipment                                                                |                                                     | 130,438,000 |                  |       | 128,422,000 |                            |
|                                    | Leasehold Improvements                                                                 |                                                     | 544,000     |                  |       | 544,000     |                            |
|                                    |                                                                                   |                                                     |             |                       |       |             |                                 |   |
|                                    |                                                                                   |                                                     |        |  185,988,000     |       |        |  182,938,000               |   |
|                                    | Less Accumulated Depreciation and Amortization                                         |                                                     | 115,887,000 |                  |       | 111,255,000 |                            |
|                                    |                                                                                   |                                                     |             |                       |       |             |                                 |   |
|                                    |                                                                                   |                                                     |        | 70,101,000            |       |        | 71,683,000                      |   |
|                                    | Construction in Progress                                                               |                                                     | 3,113,000   |                  |       | 951,000     |                            |
|                                    |                                                                                   |                                                     |             |                       |       |             |                                 |   |
| Total Property, Plant and Equipment     |                                                                                   | 73,214,000                                               |        |                  | 72,634,000 |        |
|                                    |                                                                                   |                                                     |             |                       |       |             |                                 |   |
| Other Assets:                           |                                                                                   |                                                     |        |                  |       |        |
|                                    | Goodwill & Intangible    Assets – Less Accumulated Amortization of $3,175,000 |                                                     | 3,539,000   |                  |       | 3,539,000   |                            |
|                                    | Other Assets                                                                           |                                                     | 5,705,000   |                  |       | 4,429,000   |                            |
|                                    |                                                                                   |                                                     |             |                       |       |             |                                 |   |
|                                    |                                                                                   |       Total Assets         | $           | 190,316,000           |       | $           |   171,433,000              |   |
|                                    |                                                                                   |                                                     |             |                       |       |             |                                 |   |

See accompanying notes to condensed consolidated financial statements.

3

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| PART I – FINANCIAL INFORMATION          |
|----------------------------------------------|
| Item 1. Financial Statements, Continued |
| HANOVER FOODS CORPORATION AND SUBSIDIARIES   |
| Condensed Consolidated Balance Sheets        |

|                                                                      |                                                                                                                        |                                                                                                                                                                                                 |        |                |       |        |        |       |
|---------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------|---------------------|------------|-------------|-------------|------------|
|                                                                      |                                                                                                                        | **November 30, 2003**                                                                                                                                                                                |        |                |       |
|                                                                      |                                                                                                                        | **(Unaudited)**                                                                                                                                                                                      |        | **June    1, 2003** |       |
|                                                                      |                                                                                                                        |                                                                                                                                                                                                      |             |                |            |             |        |
| **LIABILITIES AND    STOCKHOLDERS’ EQUITY**                         |                                                                                                                        |                                                                                                                                                                                                 |        |                |       |        |        |
| Current Liabilities:                                                      |                                                                                                                        |                                                                                                                                                                                                 |        |                |       |        |        |
|                                                                      | Notes Payable – Banks                                                                                                  |                                                                                                                                                                                                 | $           | 16,879,000          |       | $           | 7,634,000   |       |
|                                                                      | Accounts Payable                                                                                                            |                                                                                                                                                                                                 |        | 23,045,000          |       |        | 19,745,000  |       |
|                                                                      | Accounts Payable to Related Parties – Net                                                                              |                                                                                                                                                                                                 |        | 500,000             |       |        | 7,000       |       |
|                                                                      | Accrued Expenses                                                                                                            |                                                                                                                                                                                                 |        | 13,307,000          |       |        | 10,921,000  |       |
|                                                                      | Current Maturities of Long-Term Debt                                                                                        |                                                                                                                                                                                                 |        | 4,286,000           |       |        | 4,286,000   |       |
|                                                                      | Income Taxes Payable                                                                                                        |                                                                                                                                                                                                 |        | 957,000             |       |        | 1,211,000   |       |
|                                                                      |                                                                                                                        |                                                                                                                                                                                                      |             |                |            |             |        |
| Total Current Liabilities                                                 |                                                                                                                        |                                                                                                                                                                                                 | 58,974,000  |                |       | 43,804,000  |        |
|                                                                      |                                                                                                                        |                                                                                                                                                                                                      |             |                |            |             |        |
| Long-Term Debt, Less Current    Maturities                                |                                                                                                                        |                                                                                                                                                                                                 | 22,857,000  |                |       | 25,357,000  |        |
| Other Liabilities                                                         |                                                                                                                        |                                                                                                                                                                                                 | 6,621,000   |                |       | 5,916,000   |        |
| Deferred Income Taxes                                                     |                                                                                                                        |                                                                                                                                                                                                 | 2,900,000   |                |       | 3,139,000   |        |
|                                                                      |                                                                                                                        |                                                                                                                                                                                                      |             |                |            |             |        |
| Total Liabilities                                                         |                                                                                                                        |                                                                                                                                                                                                 | 91,352,000  |                |       | 78,216,000  |        |
|                                                                      |                                                                                                                        |                                                                                                                                                                                                      |             |                |            |             |        |
| Stockholders’ Equity:                                               |                                                                                                                        |                                                                                                                                                                                                 |        |                |       |        |        |
|                                                                      | Series A & B 8 1/4% cumulative    convertible preferred, $25 Par Value, 120,000 shares authorized;                      |                                                                                                                                                                                                 |        |                |       |        |        |       |
|                                                                      |                                                                                                                        | 31,056 shares issued at June 1, 2003 and    November 30, 2003; 14,564 shares outstanding at June 1, 2003    and November 30, 2003                                                                    |        |                | 776,000    |        |        | 776,000    |   |
|                                                                      | Series C cumulative convertible    preferred, $25 Par Value,                                                                |                                                                                                                                                                                                 |        |                |       |        |        |       |
|                                                                      |                                                                                                                        | 10,000 shares authorized, issued and outstanding                                                                                                                                                     |        |                | 250,000    |        |        | 250,000    |   |
|                                                                      | Common stock, Class A, non-voting,    $25 Par Value;                                                                        |                                                                                                                                                                                                 |        |                |       |        |        |       |
|                                                                      |                                                                                                                        | 800,000 shares authorized, 349,353 shares    issued at June 1, 2003 and November 30, 2003;  288,062 shares outstanding    at June 1, 2003 and November 30, 2003                                      |        |                | 8,733,000  |        |        | 8,733,000  |   |
|                                                                      | Common stock, Class B, voting,    $25 Par Value;                                                                            |                                                                                                                                                                                                 |        |                |       |        |        |       |
|                                                                      |                                                                                                                        | 880,000 shares authorized, 649,072 shares    issued at June 1, 2003 and 848,522 issued at November 30, 2003, 582,198 shares    outstanding June 1, 2003 and 781,648 outstanding at November 30, 2003 |        |                | 21,213,250 |        |        | 16,227,000 |   |
|                                                                      | Capital Paid in Excess of Par    Value                                                                                      |                                                                                                                                                                                                 |        | 34,920,850          |       |        | 16,372,000  |       |
|                                                                      | Retained Earnings                                                                                                           |                                                                                                                                                                                                 |        | 82,409,000          |       |        | 76,746,000  |       |
|                                                                      | Treasury Stock, at Cost                                                                                                     |                                                                                                                                                                                                 |        | (8,172,000          | )          |        | (8,172,000  | )          |
|                                                                      | Value of Shares held in Employee    Benefit Trust – 146,930 shares at June 1, 2003 and 346,380 at November    30, 2003 |                                                                                                                                                                                                 |        | (40,631,100         | )          |        | (17,096,000 | )          |
|                                                                      | Accumulated Other Comprehensive    Loss                                                                                     |                                                                                                                                                                                                 |        | (535,000            | )          |        | (619,000    | )          |
|                                                                      |                                                                                                                        |                                                                                                                                                                                                      |             |                |            |             |        |
| Total Stockholders’ Equity                                          |                                                                                                                        |                                                                                                                                                                                                 | 98,964,000  |                |       | 93,217,000  |        |
|                                                                      |                                                                                                                        |                                                                                                                                                                                                      |             |                |            |             |        |
| Total Liabilities and Stockholders’ Equity                          |                                                                                                                        | $                                                                                                                                                                                                    | 190,316,000 |                | $          | 171,433,000 |        |
|                                                                      |                                                                                                                        |                                                                                                                                                                                                      |             |                |            |             |        |
|                                                                      |
| See accompanying    notes to condensed consolidated financial statements. |

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| PART I – FINANCIAL INFORMATION                                 |
|---------------------------------------------------------------------|
| Item 1. Financial Statements, Continued                        |
| HANOVER FOODS CORPORATION AND SUBSIDIARIES                          |
| Condensed Consolidated Statements    of Operations – Unaudited |
|                                                                |

|                                                                      |                                          |     | **Twenty-Six Weeks Ended** |            |   | **Thirteen Weeks Ended** |   |
|---------------------------------------------------------------------------|-----------------------------------------------|----------|----------------------------|-----------------|--------|--------------------------|--------|
|                                                                           |                                               |          |                            |                 |        |                          |        |  |  |
|                                                                      | **November 30,**                              |     |                       | **December 1,** |   | **November 30,**         |   |   | **December 1,** |
| **2003**                                                                  | **2002**                                      | **2003** | **2002**                   |
|                                                                           |                                               |          |                            |                 |        |                          |        |
| Net Sales                                                                 |                                          | $        | 151,123,000                |            | $      | 143,324,000              |   | $ | 84,223,000 |   | $ | 79,897,000 |   |
| Cost of Goods Sold                                                        |                                          |     | 127,916,000                |            |   | 120,214,000              |   |   | 70,655,000 |   |   | 67,127,000 |   |
|                                                                      |                                          |          |                            |            |        |                          |   |  |  |   |  |  |   |
| Gross Profit                                                              |                                          |     | 23,207,000                 |            |   | 23,110,000               |   |   | 13,568,000 |   |   | 12,770,000 |   |
|                                                                      |                                          |     |                       |            |   |                     |   |   |   |   |   |   |   |
| Selling Expenses                                                          |                                          |     | 5,819,000                  |            |   | 6,126,000                |   |   | 2,913,000 |   |   | 3,198,000 |   |
| Administrative Expenses                                                   |                                          |     | 7,078,000                  |            |   | 6,913,000                |   |   | 3,346,000 |   |   | 3,181,000 |   |
|                                                                      |                                          |          |                            |            |        |                          |   |  |  |   |  |  |   |
| Operating Profit                                                          |                                          |     | 10,310,000                 |            |   | 10,071,000               |   |   | 7,309,000 |   |   | 6,391,000 |   |
|                                                                      |                                          |     |                       |            |   |                     |   |   |   |   |   |   |   |
| Interest Expense                                                          |                                          |     | 1,200,000                  |            |   | 1,510,000                |   |   | 606,000 |   |   | 766,000 |   |
|                                                                      |                                          |     |                       |            |   |                     |   |   |   |   |   |   |   |
| Other (Income) Expenses, Net                                              |                                          |     | (212,000                   | )               |   | 155,000                  |   |   | 11,000 |   |   | (21,000 | ) |
|                                                                      |                                          |          |                            |            |        |                          |   |  |  |   |  |  |   |
| Earnings Before Income Taxes                                              |                                          |     | 9,322,000                  |            |   | 8,406,000                |   |   | 6,692,000 |   |   | 5,646,000 |   |
|                                                                      |                                          |     |                       |            |   |                     |   |   |   |   |   |   |   |
| Income Taxes                                                              |                                          |     | 3,204,000                  |            |   | 2,931,000                |   |   | 2,386,000 |   |   | 1,953,000 |   |
|                                                                      |                                          |          |                            |            |        |                          |   |  |  |   |  |  |   |
| Net Earnings                                                              |                                          |     | 6,118,000                  |            |   | 5,475,000                |   |   | 4,306,000 |   |   | 3,693,000 |   |
| Dividends on Preferred Stock                                              |                                          |     | 21,000                     |            |   | 21,000                   |   |   | 11,000 |   |   | 11,000 |   |
|                                                                      |                                          |          |                            |            |        |                          |   |  |  |   |  |  |   |
| Net Earnings Applicable    to Common Stock                                |                                          | $        | 6,097,000                  |            | $      | 5,454,000                |   | $ | 4,295,000 |   | $ | 3,682,000 |   |
| Earnings Per Share:                                                       |                                          |          |                            |            |        |                          |   |  |  |   |  |  |   |
|                                                                      | Net Earnings Per    Common Share – Basic |     | $                          | 6.63            |   | $                        | 7.59   |   | $ | 4.43 |   | $ | 5.12 |   |
|                                                                      | Net Earnings Per Common Share – Diluted  |     | $                          | 6.56            |   | $                        | 7.48   |   | $ | 4.39 |   | $ | 5.05 |   |
| Dividends per Share, Common                                               |                                          | $        | 0.550                      |            | $      | 0.550                    |   | $ | 0.275 |   | $ | 0.275 |   |
| Basic Weighted Average Shares                                             |                                          |     | 919,575                    |            |   | 718,791                  |   |   | 968,889 |   |   | 718,791 |   |
| Diluted Weighted Average Shares                                           |                                          |     | 932,641                    |            |   | 731,857                  |   |   | 981,955 |   |   | 731,857 |   |
|                                                                      |
| See    accompanying notes to condensed consolidated financial statements. |

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| PART I – FINANCIAL INFORMATION                                |
|--------------------------------------------------------------------|
| Item 1. Financial Statements,        Continued                |
| HANOVER FOODS CORPORATION        AND SUBSIDIARIES                  |
| Condensed Consolidated Statements    of Stockholders’ Equity |
| (Unaudited)                                                        |
|                                                               |

| ** **                                                                |   |   | **Total   Stock-  holder's Equity** |   | **Cumu-lative Conver-tible   Pref-  erred      Stock       Series     A & B Shares** |   |   | **Amount** |   | **Cumu-lative Conver-tible   Pref-  erred      Stock     Series C Shares** |   |   | **Amount** |   | **Com-mon Stock Class A Shares** |   |   | **Amount** |   | **Com-  mon Stock Class B Shares** |   |   | **Amount** |   |   | **Capital Paid In Excess   Of Par Value** |   |   | **Retained Earnings** |   | **Trea-  sury Stock Shares** |   |   | **Amount**  |   | **Empl-  oyee  Stock Trust Shares** |   |   | **Amount**  |   |   | **Accumu-lated Other Compre-hensive          Income** |   |
|---------------------------------------------------------------------------|--------|--------|-------------------------------------|--------|------------------------------------------------------------------------------------------|--------|--------|------------|--------|----------------------------------------------------------------------------|--------|--------|------------|--------|----------------------------------|--------|--------|------------|--------|------------------------------------|--------|--------|------------|--------|--------|-------------------------------------------|--------|--------|-----------------------|--------|------------------------------|--------|--------|-------------|--------|-------------------------------------|--------|--------|-------------|--------|--------|-------------------------------------------------------|--------|
|                                                                      |   |        |                                     |        |                                                                                          |   |        |            |   |                                                                            |   |        |            |   |                                  |   |        |            |   |                                    |   |        |            |   |        |                                           |   |        |                       |   |                              |   |        |             |   |                                     |   |        |             |   |        |                                                       |   |
| Balance,   June 1, 2003                                                   |   | $      | 93,217,000                          |   | 31,056                                                                                   |   | $      | 776,000    |   | 10,000                                                                     |   | $      | 250,000    |   | 349,353                          |   | $      | 8,733,000  |   | 649,072                            |   | $      | 16,227,000 |   | $      | 16,372,000                                |   | $      | 76,746,000            |   | 144,657                      |   | $      | (8,172,000  | )      | 146,930                             |   | $      | (17,096,000 | )      | $      | (619,000                                              | )      |
|                                                                      |   |   |                                |   |                                                                                     |   |   |       |   |                                                                       |   |   |       |   |                             |   |   |       |   |                               |   |   |       |   |   |                                      |   |   |                  |   |                         |   |   |        |   |                                |   |   |        |   |   |                                                  |   |
| Net Earnings  for the Period                                              |   | $      | 6,118,000                           |   |                                                                                     |   |   |       |   |                                                                       |   |   |       |   |                             |   |   |       |   |                               |   |   |       |   |   |                                      |   | $      | 6,118,000             |   |                         |   |   |        |   |                                |   |   |        |   |   |                                                  |   |
| Cash Dividends    Per Share:                                              |   |   |                                |   |                                                                                     |   |   |       |   |                                                                       |   |   |       |   |                             |   |   |       |   |                               |   |   |       |   |   |                                      |   |   |                  |   |                         |   |   |        |   |                                |   |   |        |   |   |                                                  |   |
| Preferred –  $2.0625 annually                                        |   | $      | (21,000                             | )      |                                                                                     |   |   |       |   |                                                                       |   |   |       |   |                             |   |   |       |   |                               |   |   |       |   |   |                                      |   | $      | (21,000               | )      |                         |   |   |        |   |                                |   |   |        |   |   |                                                  |   |
| Common – $1.10 annually                                              |   | $      | (434,000                            | )      |                                                                                     |   |   |       |   |                                                                       |   |   |       |   |                             |   |   |       |   |                               |   |   |       |   |   |                                      |   | $      | (434,000              | )      |                         |   |   |        |   |                                |   |   |        |   |   |                                                  |   |
| Issuance of   common stock to                                             |   |   |                                |   |                                                                                     |   |   |       |   |                                                                       |   |   |       |   |                             |   |   |       |   |                               |   |   |       |   |   |                                      |   |   |                  |   |                         |   |   |        |   |                                |   |   |        |   |   |                                                  |   |
| Employee Stock Trust                                                      |   |   |                                |   |                                                                                     |   |   |       |   |                                                                       |   |   |       |   |                             |   |   |       |   |                               |   |   |       |   |   |                                      |   |   |                  |   |                         |   |   |        |   |                                |   |   |        |   |   |                                                  |   |
| Class B 199,450 shares                                                    |   | $      | 0                                   |   |                                                                                     |   |   |       |   |                                                                       |   |   |       |   |                             |   |   |       |   | 199,450                            |   |   | 4,986,250  |   |   | 18,548,850                                |   |   |                  |   |                         |   |   |        |   | 199,450                             |   |   | (23,535,100 | )      |   |                                                  |   |
| Redemption of Common Stock                                                |   |   |                                |   |                                                                                     |   |   |       |   |                                                                       |   |   |       |   |                             |   |   |       |   |                               |   |   |       |   |   |                                      |   |   |                  |   |                         |   |   |        |   |                                |   |   |        |   |   |                                                  |   |
| Class A                                                                   |   |   |                                |   |                                                                                     |   |   |       |   |                                                                       |   |   |       |   |                             |   |   |       |   |                               |   |   |       |   |   |                                      |   |   |                  |   |                         |   |   |        |   |                                |   |   |        |   |   |                                                  |   |
| Class B                                                                   |   | $      | 0                                   |   |                                                                                     |   |   |       |   |                                                                       |   |   |       |   |                             |   |   |       |   |                               |   |   |       |   |   |                                      |   |   |                  |   |                         |   |   |        |   |                                |   |   |        |   |   |                                                  |   |
| Stock Conversions                                                         |   | $      | 0                                   |   |                                                                                     |   |   |       |   |                                                                       |   |   |       |   |                             |   |   |       |   |                               |   |   |       |   |   |                                      |   |   |                  |   |                         |   |   |        |   |                                |   |   |        |   |   |                                                  |   |
| Other Comprehensive Income                                                |   | $      | 84,000                              |   |                                                                                     |   |   |       |   |                                                                       |   |   |       |   |                             |   |   |       |   |                               |   |   |       |   |   |                                      |   |   |                  |   |                         |   |   |        |   |                                |   |   |        |   | $      | 84,000                                                |   |
|                                                                      |   |        |                                     |        |                                                                                          |   |        |            |   |                                                                            |   |        |            |   |                                  |   |        |            |   |                                    |   |        |            |   |        |                                           |   |        |                       |   |                              |   |        |             |   |                                     |   |        |             |   |        |                                                       |   |
| Balance   November 30, 2003                                               |   | $      | 98,964,000                          |   | 31,056                                                                                   |   | $      | 776,000    |   | 10,000                                                                     |   | $      | 250,000    |   | 349,353                          |   | $      | 8,733,000  |   | 848,522                            |   | $      | 21,213,250 |   | $      | 34,920,850                                |   | $      | 82,409,000            |   | 144,657                      |   | $      | (8,172,000) |   | 346,380                             |   | $      | (40,631,100 | )      | $      | (535,000                                              | )      |
|                                                                      |   |        |                                     |   |                                                                                          |   |        |            |   |                                                                            |   |        |            |   |                                  |   |        |            |   |                                    |   |        |            |   |        |                                           |   |        |                       |   |                              |   |        |             |   |                                     |   |        |             |   |        |                                                       |   |
|                                                                      |   |
| See accompanying    notes to condensed consolidated financial statements. |   |

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PARTI – FINANCIAL INFORMATIONItem 1.   FinancialStatements, ContinuedHANOVER FOODS CORPORATION AND SUBSIDIARIESCondensed Consolidated Statementsof Cash Flows (Unaudited)

|                                                                                                                                              |   | **Twenty-Six Weeks    Ended** |              |
|---------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------|-------------------|
|                                                                                                                                              |   |                               |              |
|                                                                                                                                              |   |                          | **Nov. 30, 2003** |   |   | **Dec. 1, 2002** |   |
|                                                                                                                                              |   |                               |                   |   |  |  |   |
| Cash Flows From:                                                                                                                                  |   |                          |              |   |   |   |   |
| Operating Activities:                                                                                                                             |   |                          |              |   |   |   |   |
|         Net Earnings                                                                                      |   | $                             | 6,118,000         |   | $ | 5,475,000 |   |
|         Adjustments    to Reconcile Net Earnings:                                                              |   |                          |              |   |   |   |   |
|             To Net Cash Provided by (Used In) Operating Activities:                   |   |                          |              |   |   |   |   |
|                   Depreciation and Amortization         |   |                          | 4,632,000         |   |   | 4,898,000 |   |
|                   Deferred Income Taxes                 |   |                          | (239,000          | ) |   | 164,000 |   |
|                   Changes in Assets and Liabilities:    |   |                          |              |   |   |   |   |
|                   Accounts Receivable                   |   |                          | (5,371,000        | ) |   | (1,800,000 | ) |
|                   Inventories                           |   |                          | (14,164,000       | ) |   | (9,405,000 | ) |
|                   Prepaid      Expenses                 |   |                          | 1,185,000         |   |   | 1,071,000 |   |
|                   Accounts Payable and Accrued Expenses |   |                          | 6,179,000         |   |   | 3,547,000 |   |
|                   Income Taxes Payable                  |   |                          | (254,000          | ) |   | 432,000 |   |
|                   Other Liabilities                     |   |                          | 705,000           |   |   | 585,000 |   |
|                                                                                                                                              |   |                               |                   |   |  |  |   |
| Net Cash Provided by (Used In) Operating Activities                                                                                               |   |                          | (1,209,000        | ) |   | 4,967,000 |   |
|                                                                                                                                              |   |                               |                   |   |  |  |   |
| Investing Activities:                                                                                                                             |   |                          |              |   |   |   |   |
|             Decrease (Increase) in Other Assets                                       |   |                          | (1,192,000        | ) |   | (371,000 | ) |
|             Acquisitions of Property, Plant and Equipment                             |   |                          | (5,212,000        | ) |   | (3,325,000 | ) |
|                                                                                                                                              |   |                               |                   |   |  |  |   |
| Net Cash Provided by (Used In) Investing Activities                                                                                               |   |                          | (6,404,000        | ) |   | (3,696,000 | ) |
|                                                                                                                                              |   |                               |                   |   |  |  |   |
| Financing Activities:                                                                                                                             |   |                          |              |   |   |   |   |
|             Increase in Notes Payable                                                 |   |                          | 9,245,000         |   |   | 2,197,000 |   |
|             Payments on Long-Term Debt                                                |   |                          | (2,500,000        | ) |   | (2,505,000 | ) |
|             Payment of Dividends                                                      |   |                          | (455,000          | ) |   | (499,000 | ) |
|                                                                                                                                              |   |                               |                   |   |  |  |   |
| Net Cash Provided by (Used In) Financing Activities                                                                                               |   |                          | 6,290,000         |   |   | (807,000 | ) |
|                                                                                                                                              |   |                               |                   |   |  |  |   |
| Net Increase (Decrease) in Cash and Cash Equivalents                                                                                              |   |                          | (1,323,000        | ) |   | 464,000 |   |
| Cash and Cash Equivalents, Beginning of Period                                                                                                    |   |                          | 4,128,000         |   |   | 2,816,000 |   |
|                                                                                                                                              |   |                               |                   |   |  |  |   |
| Cash and Cash Equivalents, End of Period                                                                                                          |   | $                             | 2,805,000         |   | $ | 3,280,000 |   |
|                                                                                                                                              |   |                               |                   |   |  |  |   |

See accompanying notes to condensed consolidated financial statements.

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PART            I – FINANCIAL INFORMATIONItem            1.   Financial    Statements, ContinuedHANOVER FOODS CORPORATION AND SUBSIDIARIESNotes to Condensed Consolidated    Financial Statements  November 30, 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 twenty-six week periods ended November 30, 2003 and December 1, 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/A for the    Corporation’s fiscal year ended June 1, 2003.

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.

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PART            I – FINANCIAL INFORMATIONItem            1.   Financial    Statements, ContinuedHANOVER FOODS CORPORATION AND SUBSIDIARIESNotes to Condensed Consolidated    Financial Statements  November 30, 2003 (Unaudited)

| (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 $16,879,000 was borrowed    at November 30, 2003. The average cost of funds during twenty-six week period    ended November 30, 2003 was 1.93% compared to 2.50% for the twenty-six week    period ended December 1, 2002.

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PART I – FINANCIAL INFORMATIONItem 1. Financial Statements, ContinuedHANOVER FOODS CORPORATION AND SUBSIDIARIESNotes to Condensed Consolidated Financial Statements(Unaudited)

| (3)    | LONG-TERM DEBT                                                            |
|--------|---------------------------------------------------------------------------|
|   |                                                                      |
|   | The long-term debt of the Corporation and    its subsidiaries consist of: |

|   |                                                                                 |   | **November 30, 2003** |   |   | **June 1,     2003** |   |
|--------|--------------------------------------------------------------------------------------|--------|-----------------------|--------|--------|----------------------|--------|
|   |                                                                                 |        |                       |   |        |                      |   |
|   | 8.74% unsecured senior notes payable to    an insurance company, due through    2007 | $      | 7,143,000             |   | $      | 7,143,000            |   |
|   | 7.01% unsecured senior notes payable to    an insurance company, due through 2011    |   | 20,000,000            |   |   | 22,500,000           |   |
|   |                                                                                 |        |                       |   |        |                      |   |
|   | Total Long-Term Debt                                                                 |   | 27,143,000            |   |   | 29,643,000           |   |
|   | Less current maturities                                                              |   | 4,286,000             |   |   | 4,286,000            |   |
|   |                                                                                 |        |                       |   |        |                      |   |
|   | Net Long-Term Debt                                                                   | $      | 22,857,000            |   | $      | 25,357,000           |   |
|   |                                                                                 |        |                       |   |        |                      |   |

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 November 30, 2003.
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PART I – FINANCIAL INFORMATIONItem 1. Financial Statements, ContinuedHANOVER FOODS CORPORATION AND SUBSIDIARIESNotes 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. The Corporation believes that the cost of such purchases    and sales are competitive with alternative sources of supply and markets.    **Twenty-Six Weeks    Ended**  **Thirteen Weeks    Ended**        **Nov.    30, 2003**  **Dec. 1, 2002**  **Nov. 30, 2003**   **Dec.    1, 2002**       Revenues:             Park 100 Foods, Inc.$573,000 $793,000 $235,000 $501,000       Expenditures:             Park 100 Foods, Inc.$11,000 $10,000 $0 $7,000  Warehime Enterprises, Inc. 2,000  2,000  1,000  1,000  John A. & Patricia M. Warehime 18,000  33,000  9,000  16,000  Lippy Brothers, Inc. 1,094,000  442,000  939,000  200,000  Schaier Travel 0  3,000  0  0 

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PART I – FINANCIAL INFORMATIONItem 1. Financial Statements, ContinuedHANOVER FOODS CORPORATION AND SUBSIDIARIESNotes to Condensed Consolidated Financial Statements(Unaudited)

The respective June 1, 2003 and November 30, 2003 account balances with related parties are as follows:
  **November    30,    2003** **June 1, 2003**     
**Accounts Receivable:**
       Park 100 Foods,    Inc $228,000  $ 163,000      **Accounts    Payable:**          Park 100 Foods,    Inc 0  7,000  Lippy Brothers, Inc.  723,000  0   Warehime Enterprises, Inc.   1,000  0  John & Patricia Warehime 4,000  0 
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PART I – FINANCIAL INFORMATIONItem 1. Financial Statements, ContinuedHANOVER FOODS CORPORATION AND SUBSIDIARIESNotes to Condensed ConsolidatedFinancial Statements(Unaudited)
(5)COMPREHENSIVE    INCOME
Comprehensive income is determinedas follows: 
 **26 Weeks Ended **  **   13    Weeks Ended** **Nov 30, 2003** **Dec 1, 2002****Nov 30, 2003** **Dec 1, 2002**Net Income$ 6,118,000 $ 5,475,000 $ 4,306,000 $ 3,693,000 Other Comprehensive    Income (Loss) –Unrealized Gain (Loss)    on Investments 84,000  (87,000) 50,000  56,000 Comprehensive Income$ 6,202,000 $ 5,388,000 $ 4,356,000 $ 3,749,000   (6) RECONCILIATION OF NUMERATOR    AND DENOMINATOR FOR BASIC AND DILUTED    EARNINGS PER SHARE
Numerator for basis earnings per share:
** ****26 Weeks Ended** **   13 Weeks Ended**  **Nov 30, 2003**  **Dec 1, 2002** **Nov 30, 2003**  **Dec 1, 2002**Net earnings applicable to common stock$ 6,097,000 $ 5,454,000 $4,295,000 $ 3,682,000 Preferred stock dividends 21,000 21,000 11,000 11,000Net earnings assuming dilution$ 6,118,000 $ 5,475,000 $ 4,306,000 $ 3,693,000 Denominator:            Basic weighted average shares 919,575  718,791  968,889  718,791 Effect of dilutive securities 13,066  13,066  13,066  13,066 Diluted weighted average shares 932,641  731,857  981,955  731,857 
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PART I – FINANCIAL INFORMATIONItem 1. Financial Statements, ContinuedHANOVER FOODS CORPORATION AND SUBSIDIARIESNotes to Condensed ConsolidatedFinancial 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. 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 obligationsunder the Stock Option Plan.

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

Under the Plans, 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.

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Had compensation expense for all stock and employee    stock purchase plans been determined based upon the fair value at the grant    date for awards under these plans consistent with the method prescribed under    SFAS No. 123, “Accounting for Stock-Based Compensation” as amended,    net (loss) income and (loss) earnings per share would have been adjustedto the pro forma amounts as follows:
 ** 26 Weeks Ended** **13 Weeks Ended**    ** ****Nov. 30, 2003** **Dec. 1, 2002** **Nov. 30, 2003** **Dec. 1, 2003**      Net earnings applicable to common    stockholders, as reported$6,097,000 $5,454,000 $4,295,000 $3,682,000 Deduct: Total stock based employeecompensation      expense determined under the fair value base method for all awards, net    of related tax effects (40,000) (40,000) (20,000) (20,000)     Pro forma net income applicable to common stock     $ 6,057,000        $ 5,414,000              $ 4,275,000         $ 3,662,000      Earnings per share:            Basic – as reported$               6.63                               $                 7.59 $                   4.43 $                  5.12 Basic – pro-forma$               6.59 $                 7.53 $                   4.41 $                  5.09 Diluted – as reported$               6.56 $                 7.48 $                   4.39 $                  5.05 Diluted – pro forma$               6.52 $                 7.43 $                   4.36 $                  5.02   (8)NEW ACCOUNTING STANDARDS
In May 2003, the FASB issued SFAS No. 150 *Accounting      for Certain Financial Instruments with Characteristics of Both Liabilities      and Equity.* The statement establishes standards for how an issuer classifies      and measure certain financial instruments with characteristics of both      liabilities and equity. It requires that an issuer to classify a financial      instrument within its scope as a liability (or an asset in some circumstances).      The statement is effective for financial instruments entered into or modified      after May 31, 2003, and otherwise is effective at the beginning of the      first interim period beginning after June 15, 2003. Adoption of the Statementdid not have any impact on our consolidated financial statements.

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PART I – FINANCIAL INFORMATIONItem 1. Financial Statements, ContinuedHANOVER FOODS CORPORATION AND SUBSIDIARIESNotes 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 adequatedemand.

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

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

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

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

**Warehime Family Litigation**

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

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The Amended and Restated Articles created a Series    C Convertible Preferred Stock , which, in case of a dispute among the above      mentioned members of the Warehime family on Board of Directors composition      or other important    matters, would be entitled to 35 votes per shares (a total of 350,000 votes      based on 10,000 shares of Series C Convertible Preferred Stock issued to      and held by    the trustees of the Corporation’s 401(k) Savings Plan); if Series C Convertible    Preferred Stock were entitled to vote because of such dispute, each share ofClass 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 term as permitted by Pennsylvania law. Pursuant to the Corporation’s  Bylaws, as then in effect, nominations for directors must be submitted to the  Corporation in the manner prescribed by the Bylaws no later than June 1 of  the year in which the meeting is to occur.

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

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

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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 the Corporation should be    set aside, and remanded the case to the Court of Common Pleas of York County    to determine what further relief would be appropriate. On remand, the Court    of Common Pleas of York County entered an Order on October 10, 2000 declaring    that the Amended and Restated Articles of Incorporation were set aside and    that an election should be held without the Amended or Restated Articles. On    October 11, 2000, the Supreme Court of Pennsylvania entered an Order staying    the Order of the Court of Common Pleas of York County.

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

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

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On September 17, 2002, the Supreme Court        of Pennsylvania granted the petition for allocatur and oral argument    was heard in the matter on May 13, 2003.
On December 12, 2002, Michael Warehime filed        a Motion for Relief under the Warehime v. Schaier caption in the        York County Court of Common Pleas. Michael Warehime’s motion requested, interalia,        that Hanover Foods Corporation’s December 23, 2002 election be        conducted according to the Articles of Incorporation as they existed        prior to June 25, 1997. Following a hearing on December 20, 2002, the        York County Court of Common Pleas denied Michael Warehime’s Motion        for Relief. On January 17, 2003 Michael Warehime appealed the Court’s    denial of his Motion for Relief to the Superior Court of Pennsylvania.
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.(10)SUBSEQUENT EVENT
In December 2003, the Corporation completed    the acquisition of substantially all of the assets of a snack food company        located in Pennsylvania. The purchase price of approximately $4,000,000        was paid in cash. The operations of the acquired company will be included        in the consolidated financial statements of Hanover Foods Corporation    from the date of acquisition.
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PART I – FINANCIAL INFORMATIONItem 2. Management’s Discussionand Analysis ofFinancial Condition and Resultsof OperationsHANOVER 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/A for the fiscal year ended June 1, 2003.

**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 material supply reductions    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.

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PART I – FINANCIAL INFORMATIONItem 2. Management’s Discussionand Analysis ofFinancial Condition and Resultsof OperationsHANOVER FOODS CORPORATION AND SUBSIDIARIES

**RESULTS OF OPERATIONS**

**NET SALES**

Consolidated net sales were $151.1    million for the twenty-six week period ended November 30, 2003. This represents    an increase of 5.4% over the twenty-six week period ended December 1, 2002    consolidated net sales of $143.3 million. Consolidated net sales were $84.2    million for the thirteen week period ended November 30, 2003, a 5.4% increase    from the consolidated net sales of $79.9 million for the corresponding period    in the prior years. The increase in consolidated net sales for the twenty-six week period was due to increased refrigerated and fresh food sales as well as increases in our snacks, private label and branded retail sales.  These increases were partially offset by decreases in food service, industrial and canned mushroom sales.  The increase in consolidated net sales for the thirteen week period was due to increases in refrigerated and fresh food sales as well as increases in our snacks, private label and food service sales.  These increases were partially offset by decreases in branded retail, industrial and canned mushroom sales.

**COST OF GOODS SOLD**

Cost of goods sold were $127.9 million, or 84.6% of consolidated net sales in the twenty-six week period ended November 30, 2003 and $120.2 million, or 83.9% of consolidated net sales for the corresponding period in 2002.  Cost of goods sold were $70.7 million, or 84.0% of consolidated net sales for the thirteen week period ended November 30, 2003 as compared to $67.1 million, or 84.0% of consolidated net sales for the corresponding period in 2002.  The increase in cost of goods sold as a percentage of net sales resulted primarily from the increases in refrigerated food sales and private label snack sales at a higher cost of sales percentage as compared to other sales of the company as well as higher energy and health care costs without acorresponding increase in prices due to competition pressures.  The cost of sales as a percentage of net sales for the thirteen-week period was consistent with last fiscal year due to lower operating expenses in our frozen division off-set by higher cost of sales percentage in our refrigerated food sales and private label snack sales which has increased for the quarter.

**GROSS MARGIN**

Gross margins were $23.2 million, or 15.3% of consolidated net sales in the twenty-six week period ended November 30, 2003 and $23.1 million, or 16.1% of consolidated net sales for the corresponding period in 2002.  Gross margins were $13.6 million, or 16.1% of consolidated net sales for the thirteen week period ended November 30, 2003 as compared to $12.8 million, or 16.0% of consolidated net sales for the corresponding period in 2002.  The decrease in gross margins as a percentage of net sales resulted primarily from the increases in refrigerated food sales and private label snack sales at lower gross margins as compared to other sales of the Company as well as higher energy and health care costs without a corresponding increase in prices dueto competition pressures.  The gross margin as a percentage of net sales for the thirteen-week period was consistent with last fiscal year due to lower operating expenses in our frozen division off-set by lower margin percentage in our refrigerated food sales and private label snack sales which has increased for the quarter.

 

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PART I – FINANCIAL INFORMATIONItem 2. Management’s Discussion and Analysis ofFinancial Condition and Results of OperationsHANOVER FOODS CORPORATION AND SUBSIDIARIES

**SELLING EXPENSES**

Selling expenses were $5.8 million,      or 3.9% of consolidated net sales for the twenty-six week period ended      November 30, 2003 as compared to $6.1 million or 4.2% of consolidated net      sales for the corresponding period in 2002.  Selling expenses were $2.9 million or 3.4% of consolidated net sales for the thirteen week period ended November 30, 2003 as compared to $3.2 million, or 4.0% of consolidated net sales during the corresponding period in 2002.  The decrease in selling expenses for both periods reflects lower customer advertising dollars as well as lower customer fees on promotion charges due to faster processing of the data.
**ADMINISTRATIVE EXPENSES**

Administrative expenses were $7.1 million, or 4.7% of consolidated net sales for the twenty-six week period ended November 30, 2003 as compared to $6.9 million, or 4.8% of consolidated net sales for the corresponding period in 2002.  Administrative expenses were $3.3 million, or 3.9% of consolidated net sales for the thirteen week period ended November 30, 2003 as compared to $3.2 million, or 4.0% of consolidated net sales for the corresponding period in 2002. The increase in administrative expenses for both the twenty-six and thirteen week period reflects increases in the provision for the supplemental pension benefits off-set by decreases in the workmen’s compensation insurance reserves at Hanover Insurance Company Limited, a wholly-owned subsidiary of Hanover Foods Corporation.

**INTEREST EXPENSE**

Interest expense was $1.2 million for the twenty-six week period ended November 30, 2003 as compared to $1.5 million for the same period in 2002.   Interest expense was $.6 million for the thirteen week period ended November 30, 2003 as compared to $.8 million for the same period in 2002.  The decreases in both periods reflects lower average borrowings as well as lower average borrowing rate for the periods compared to 2002.

The average seasonal borrowings were $12.6 million for the twenty-six week period ended November 30, 2003 a decrease of $8.2 million compared to the corresponding period in 2002.  The average seasonal borrowing rate was 1.93% for the twenty-six week period ended November 30, 2003  a decrease of .57% compared to the corresponding period in 2002.  The average seasonal borrowings was $16.9 million for the thirteen week period ended November 30, 2003 a decrease of $7.2 million compared to the corresponding period in 2002.  The average seasonal borrowing rate was 1.93% for the thirteen week period ended November 30, 2003 a decrease of .51% compared to the corresponding period in 2002.

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PART I – FINANCIAL INFORMATIONItem 2. Management’s Discussion and Analysis ofFinancial Condition and Results of OperationsHANOVER FOODS CORPORATION AND SUBSIDIARIES

**OTHER (INCOME) EXPENSES**

Other income was $.2 million for the twenty-six week period ended November 30, 2003 as compared to other expense of $.2 million for the same period in 2002.  Other expense, net was $11,000 for the thirteen week period ended November 30, 2003 as compared to other income, net of $21,000 for the same period in 2002.  The decrease in other expenses for the twenty-six week period is due from income generated from the sales of investments.  The increase in other expenses for the thirteen week period is due to an increase in the foreign translation loss for the current period compared to the prior year.

**INCOME TAXES**

The provision for corporate federal and state income taxes for the twenty-six week period ended November 30, 2003 was $3.2 million, or 34.4% of pretax earnings, as compared to $2.9 million, or 34.5% 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 November 30, 2003 was $2.4 million, or 35.8% of pre-tax earnings as compared to $2.0 million, or 35.7% of pre-tax earnings for the same period in 2002.  The decrease in the effective tax rate for the twenty-six week period is primarily due to increased earnings in jurisdiction with lower effective tax for the current period as compared to the prior period.  The increase in the effective tax rate for the thirteen week period is primarily due to increased earnings in jurisdiction with higher effective tax rates in the current 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 $48.9 million at November 30, 2003 and $47.0 million at June 1, 2003.  The current ratios were 1.83 on November 30, 2003 and 2.07 on June 1, 2003.

Cash used in operating activities for the twenty-six week period ended November 30, 2003 was $1.2 million as compared to cash provided from operating activities of $5.0 million during the same period of 2002. The uses of cash during the twenty-six week period consisted primarily of an increase in finished goods inventory and an increase in accounts and notes receivable partially offset by sources of cash attributed to earnings and a decrease in prepaid expenses and increases in accounts payable and accrued expenses.

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PART I – FINANCIAL INFORMATIONItem 2. Management’s Discussion and Analysis ofFinancial Condition and Results of OperationsHANOVER FOODS CORPORATION AND SUBSIDIARIES

**INVESTING ACTIVITIES**

During the twenty-six week period ended November 30, 2003, the Corporation spent approximately $5.2 million for the purchase of  plant upgrades and expansions.  This compares to $3.3 million spent during the same period last year for capital projects.  During the twenty-six week period the market value of investments increased $.8 million compared to the same period last fiscal year.

**FINANCING ACTIVITIES**

The increase in notes payable of approximately $9.2 million during the twenty-six week period ended November 30, 2003 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 $16.9 million was utilized as of November 30, 2003.  Additional borrowing is permitted within prescribed parameters in existing debt agreements, which contain certain performance covenants.  

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  November 30, 2003:
 **  Payment    Due by Period **   **Contractual Obligations** **Total**  **1 Year**  **2-3 Years**  **4-5 Years**  **After      5 Years** Short-Term Notes Payable$ 16,879,000 $ 16,879,000 $ -0- $ -0- $ -0- Long-Term Debt 27,143,000  4,286,000  8,572,000  6,785,000  7,500,000 Operating Leases 1,121,000   433,000  470,000  218,000  -0- Total contractual obligations$ 45,143,000 $ 21,598,000 $ 9,042,000 $ 7,003,000 $ 7,500,000 
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 current market price of tomato paste is 28¢/lb. FOB California.
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PART I – FINANCIAL INFORMATIONItem 2. Management’s Discussion and  Analysis ofFinancial Condition and Results of OperationsHANOVER FOODS CORPORATION AND SUBSIDIARIES

The Company’s sources of liquidity  are primarily funds from operations and available amounts under three (3) seasonal  lines of credit. One line expires on October 29, 2004, the second line expires  on October 31, 2004 and the third line expires on January 28, 2005. They are  expected to be renewed in the ordinary course of business.

**NEW ACCOUNTING STANDARDS**

In May 2003, the FASB issued SFAS  No. 150 *Accounting for Certain Financial Instruments with Characteristics  of Both Liabilities and Equity.* The statement establishes standards for  how an issuer classifies and measure certain financial instruments with characteristics  of both liabilities and equity. It requires that an issuer to classify a financial  instrument within its scope as a liability (or an asset in some circumstances).  The statement is effective for financial instruments entered into or modified  after May 31, 2003, and otherwise is effective at the beginning of the first  interim period beginning after June 15, 2003. Adoption of the Statement did  not have any impact on our consolidated financial statements.

**APPLICATION OF CRITICAL ACCOUNTING POLICIES**

Preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires the Corporation to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period.  Many of the estimates and assumptions require significant judgment.  Future actual results could differ from those estimates and assumptions and could have a significant impact on our consolidated results of operations, financial position and cash flows.  

The following accounting policies, estimates and assumptions are particularly sensitive because of their significance on the preparation of the Corporation’s consolidated financial statements:  
 •The allowance for potentially      uncollectible receivables and pending deductions requires management to      make significant judgments in estimating future amounts to be received.      Our judgments are based upon historical experience and current market conditions.      Changes in estimates could be impacted as a result of events, such as a      deterioration of the credit status of customers or material reductions in      product and sales volumes.     •Determination of liabilities      for pension and post-retirement benefits includes significant assumptions      and estimates relating to compensation and health care cost trends, discount      rates and rate of return on plan assets. The assumptions are based upon      current market and health care trends.     •Long-lived assets are reviewed      for impairment whenever events or changes in circumstances indicate that      the carrying amount of the asset may not be recoverable. Recoverability      of assets to be held and used is measured by a comparison of the carrying      amount of the assets to future net cash flows estimated to be generated      by such assets. If such assets are considered to be impaired, the impairment      to be recognized is the amount by which the carrying amount of the assets      exceeds the fair value of the assets. However, determining fair value is      subject to estimates of both cash flows and interest rates and different      estimates could yield different results. There are no events or changes      in circumstances of which management is aware indicating that the carrying      value of the Corporation’s long-lived assets may not be recoverable.    •Effective June 1, 2002, the Corporation      adopted Statement of Financial Accounting Standards No. 142, “Goodwill      and Other Intangible Assets” (SFAS 142). In accordance with SFAS 142,      goodwill and indefinite-lived intangible assets are no longer amortized      but are reviewed at least annually for impairment. As required by SFAS 142,      management performed transitional impairment testing during the third quarter      and annual impairment testing of goodwill and indefinite-lived intangible      assets during the fourth quarter of fiscal year 2003. These tests confirmed      that the fair value of the Corporation’s reporting units exceeds their      carrying values, and that no impairment loss needed to be recognized for      goodwill upon the adoption of SFAS 142.      The annual evaluation of goodwill      and other indefinite-lived intangible assets requires the use of estimates      about future operating results for each reporting unit to determine their      estimated fair value. Changes in forecasted operations can materially affect      these estimates. Additionally, other changes in the estimates and assumptions,      including the discount rate and expected long-term growth rate, which drive      the valuation techniques employed to estimate the fair value of goodwill      and other indefinite-lived intangible assets could change and, therefore,      impact the assessments of impairment in the future.
The footnotes to the consolidated financial statements provide additional information on accounting policies and assumptions used by the Corporation.

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 1, 2003, and the Company’s Report on Form 10-Q for the Quarterly Period ended August 31, 2003.

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

As of November 30, 2003, the Company’s principal executive officer and principal financial officer concluded 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.
PART II – OTHER INFORMATIONHANOVER 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 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 10.1 2003 Stock Option Plan

Exhibit 31.1 Section 302 Certification – Chief  Executive Officer

Exhibit 31.2 Section 302 Certification – Chief  Financial Officer

Exhibit 32.1 Certification by John  A. Warehime, Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 

Exhibit 32.2 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
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**SIGNATURE**

Pursuant to the requirements of the Securities  Exchange Act of 1934, the registrant has duly caused this report to be signed  on its behalf by the undersigned thereunto duly authorized.
     HANOVER FOODS CORPORATION   Date: January 14, 2004 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
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**EXHIBIT INDEX****Item S-K Exhibit Number****Descritption**      Exhibit 10.1 2003 Stock Option Plan      Exhibit 10.2PNC Bank Line of Credit Personal      Exhibit 10.3Citizen’s Bank Line of Credit      Personal      Exhibit 31.1 Section 302 Certification –      Chief Executive Officer      Exhibit 31.2 Section 302      Certification – Chief Financial Officer      Exhibit 32.1 Certification      by John A. Warehime, Chief Executive Officer Pursuant to Section 906 of      the Sarbanes-Oxley Act of 2002 Exhibit       Exhibit 32.2 Certification      by Gary T. Knisely, Chief Financial Officer Pursuant to Section 906 of the      Sarbanes-Oxley Act of 2002  
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