10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

For the fiscal year-ended March 31, 2006Commission File Number 0-01989

SENECA FOODS CORPORATION

(Exact name of registrant as specified in its charter)

New York16-0733425

(State or other jurisdiction of(I.R.S. Employer Identification No.)

incorporation or organization)

3736 South Main Street, Marion, New York14505

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code(315) 926-8100

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

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock Class A, $.25 Par	NASDAQ National Market
Common Stock Class B, $.25 Par	NASDAQ National Market

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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes No   X  

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes No   X  

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for at least the past 90 days.

Yes   X   No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12(b-2) of the Exchange Act).

Large accelerated filer Accelerated filer   X   Non-accelerated filer

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes No   X  

The aggregate market value of the Registrant’s voting and non-voting common equity held by non-affiliates based on the closing sales price per market reports by the NASDAQ National Market System on September 30, 2005 was approximately $91,968,000.

Common shares outstanding as of May 30, 2006 were Class A: 4,074,509, Class B: 2,760,905.

Documents Incorporated by Reference:

(1) Proxy Statement to be issued in connection with the Registrant’s annual meeting of stockholders (the “Proxy Statement”) applicable to Part III, Items 10-14 of Form 10-K.

(2) Portions of the Annual Report to shareholders for fiscal year ended March 31, 2006 (the “2006 Annual Report”) applicable to Part I, Part II, Items 5-8 and Part IV, Item 15 of Form 10-K.

TABLE OF CONTENTS

FORM 10-K ANNUAL REPORT - FISCAL 2006

SENECA FOODS CORPORATION

PART I.		Pages
Item 1.	Business	1-4
Item 1A.	Risk Factors	4-6
Item 1B.	Unresolved Staff Comments	6
Item 2.	Properties	6
Item 3.	Legal Proceedings	7
Item 4.	Submission of Matters to a Vote of Security Holders	7
PART II.
Item 5.	Market for Registrant’s Common Stock, Related Security Holder Matters and Issuer Purchases of Equity Securities	8
Item 6.	Selected Financial Data	9
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	9
Item 8.	Financial Statements and Supplementary Data	9
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	9
Item 9A.	Controls and Procedures	10-12
Item 9B.	Other Information	12
PART III.
Item 10.	Directors and Executive Officers of the Registrant	13
Item 11.	Executive Compensation	13
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Security Holder Matters	13
Item 13.	Certain Relationships and Related Transactions	13
Item 14.	Principal Accountant Fees and Services	13
PART IV.
Item 15.	Exhibits and Financial Statements Schedules	15-16
SIGNATURES		17

Forward-Looking Statements

Except for the historical information contained herein, the matters discussed in this report are forward-looking statements as defined in the Private Securities Litigation Reform Act (PSLRA) of 1995. The Company wishes to take advantage of the "safe harbor" provisions of the PSLRA by cautioning that numerous important factors which involve risks and uncertainties, including but not limited to economic, competitive, governmental and technological factors affecting the Company's operations, markets, products, services and prices, and other factors discussed in the Company's filings with the Securities and Exchange Commission, in the future, could affect the Company's actual results and could cause its actual consolidated results to differ materially from those expressed in any forward-looking statement made by, or on behalf of, the Company.

PART I

Item 1

Business

General Development of Business

SENECA FOODS CORPORATION (the “Company”) was organized in 1949 and incorporated under the laws of the State of New York. In the spring of 1995, the Company initiated a 20-year Alliance Agreement with the Pillsbury Company, which was acquired by General Mills Operations, Inc. (“GMOI”), that created the Company’s most significant business relationship. Under the Alliance Agreement, the Company has packed canned and frozen vegetables carrying GMOI’s Green Giant brand name.

Since the onset of the Alliance Agreement, vegetable production has been the Company’s dominant line of business. In fiscal 1999, the Company sold its fruit juice business and its applesauce and industrial flavors business. As a result of these fiscal 1999 divestitures, the Company’s only non-vegetable food products are a line of fruit and chip products.

On May 27, 2003, the Company completed the acquisition of the sole membership interest in Chiquita Processed Foods, L.L.C. from Chiquita Brands International, Inc.

Available Information

The Company’s Internet address is www.senecafoods.com. The Company’s annual report on Form 10-K, the Company’s quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available on the Company’s web site, as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. All such filings on the Company’s web site are available free of charge.

In addition, the Company's website includes items related to corporate governance matters, including charters of various committees of the Board of Directors and the Company's Code of Business Conduct and Ethics. The Company intends to disclose on its website any amendment to or waiver of any provision of the Code of Business Conduct and Ethics that would otherwise be required to be disclosed under the rules of the SEC and NASDAQ.

Financial Information about Industry Segments

The Company’s business activities are principally conducted in food processing operations. The food operation constitutes 99% of total sales, of which approximately 99% is vegetable processing and 1% is fruit processing. The non-food operation is mostly trade sales of cans and ends, which represents 1% of the Company’s total sales.

Narrative Description of Business

Principal Products and Markets

Food Processing

The principal products include canned vegetables, frozen vegetables and fruit products. The products are sold to retail and institutional markets. The Company has divided the United States into four major marketing sections: Eastern, Southern, Northwestern, and Southwestern. Food processing operations are primarily supported by plant locations in New York, Wisconsin, Washington, Idaho, Illinois, and Minnesota.

The following table summarizes net sales by major product category for the years ended March 31, 2006, 2005, and 2004:

Classes of similar products/services:	2006	2005	2004
	(In thousands)
Net Sales:
GMOI	$240,490	$225,527	$247,992
Canned vegetables	573,779	574,802	579,103
Frozen vegetables	29,464	28,304	29,410
Fruit and chip products	26,640	23,358	22,838
Other	13,450	12,283	11,507
	$883,823	$864,274	$890,850

Source and Availability of Raw Materials

The Company’s food processing plants are located in major vegetable producing states and in one fruit producing state. Fruits and vegetables are primarily obtained through contracts with growers. The Company’s sources of supply are considered equal or superior to its competition for all of its food products.

Intellectual Property

The Company's most significant brand name, Libby's, is held pursuant to a trademark license granted to the Company in March 1982 and renewable by the Company every 10 years for an aggregate period expiring in March 2081. The original licensor was Libby, McNeill & Libby, Inc., then an indirect subsidiary of Nestlé, S. A. ("Nestlé") and the license was granted in connection with the Company's purchase of certain of the licensor's canned vegetable operations in the United States. Corlib Brands Management, LTD, acquired the license from Nestlé during 2006. The license is limited to vegetables which are shelf-stable and thermally processed, and includes the Company's major vegetable varieties - corn, peas and green beans - as well as certain other thermally processed vegetable varieties plus sauerkraut.

The Company is required to pay an annual royalty, initially set at $25,000, and adjustable up or down in subsequent years based upon changes in the "Employment Cost Index-Private Non-farm Workers" published by the U. S. Bureau of Labor Statistics or an appropriate successor index as defined in the license agreement. For the year which began in March 2006, the royalty was $58,584. Corlib Brands may terminate the license for non-payment of royalty, use of the trademark in sales outside the licensed territory, failure to achieve a minimum level of sales under the licensed trademark during any calendar year or a material breach or default by the Company under the agreement (which is not cured within the specified cure period).

Seasonal Business

While individual fruits and vegetables have seasonal cycles of peak production and sales, the different cycles are usually offsetting to some extent. Minimal food processing occurs in the Company's last fiscal quarter ending March 31, which is the optimal time for maintenance, repairs and equipment changes in its processing plants. The supply of commodities, current pricing, and expected new crop quantity and quality affect the timing of the Company’s sales and earnings. When the seasonal harvesting periods of the Company's major vegetables are newly completed, inventories for these processed vegetables are at their highest levels. For peas, the peak inventory time is mid-summer and for corn, the Company's highest volume vegetable, the peak inventory is in mid-autumn. An Off Season Allowance is established during the year to minimize the effect of seasonal production on earnings. The Off Season Allowance is zero at each fiscal year-end.

Backlog

In the food processing business, the end of year sales order backlog is not considered meaningful. Traditionally, larger customers provide tentative bookings for their expected purchases for the upcoming season. These bookings are further developed as data on the expected size of the related national harvests becomes available. In general, these bookings serve as a yardstick rather than as a firm commitment, since actual harvest results can vary notably from early estimates. In actual practice, the Company has substantially all of its expected seasonal production identified to potential sales outlets before the seasonal production is completed.

Competition and Customers

Competition in the food business is substantial with imaginative brand registration and promotion, quality, service, and pricing being the major determinants in the Company’s relative market position. The Company is aware of approximately 18 competitors in the

U.S. processed vegetable industry, many of which are privately held companies. The Company believes that it is a major producer of canned vegetables, but some producers of canned, frozen and other modes of vegetable products have sales which exceed the Company's sales.

During the past year, approximately 10% of the Company’s processed foods sales were packed for retail customers under the Company’s branded labels of Libby’s^®, Blue Boy^®, Aunt Nellie’s Farm Kitchen^®, Stokely^®, Read^®, Festal^®, Diamond A^®, and Seneca^®. About 17% of processed foods sales were packed for institutional food distributors and 46% were retail packed under the private label of customers. The remaining 27% is sold under the Alliance Agreement with GMOI (see note 12 of Item 8, Financial Statements and Supplementary Data). Termination of the Alliance Agreement would substantially reduce the Company’s sales and profitability unless the Company was to enter into a new substantial supply relationship with GMOI or another major vegetable marketer. The non-Alliance customers represent a full cross section of the retail, institutional, distributor, and industrial markets; and the Company does not consider itself dependent on any single sales source other than sales attributable to the Alliance Agreement.

The Company's principal branded products are its Libby’s canned vegetable products, which rate among the top five national brands.

The information under the heading Results of Operations in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2006 Annual Report is incorporated by reference.

Environmental Protection

Environmental protection is an area that has been worked on most diligently at each food processing facility. In all locations, the Company has cooperated with federal, state, and local environmental protection authorities in developing and maintaining suitable antipollution facilities. In general, pollution control facilities are equal to or somewhat superior to those of our competitors and are within environmental protection standards. The Company does not expect any material capital expenditures to comply with environmental regulations in the near future. The Company is a potentially responsible party with respect to a waste disposal site owned and operated by a third party. The Company believes that any reasonably anticipated liabilities will not exceed $300,000 for the waste disposal site.

Environmental Litigation and Contingencies

The Company is one of a number of business and local government entities which contributed waste materials to a landfill in Yates County in upstate New York, which was operated by a party unrelated to the Company primarily in the 1970’s through the early 1980’s. The Company’s wastes were primarily food and juice products. The landfill contained some hazardous materials and was remediated by the State of New York. The New York Attorney General has advised the Company and other known non-governmental waste contributors that New York has sustained a total remediation cost of $4.9 million and seeks recovery of half that cost from the non-governmental waste contributors. The Company is one of four identified contributors who cooperatively are investigating the history of the landfill so as to identify and seek out other potentially responsible parties who are not defunct and are financially able to contribute to the non-governmental parties’ reimbursement liability. Since the search is not expected to be completed until November 1, 2006, the Company’s liability cannot be definitively estimated. The Company does not believe that any ultimate settlement in excess of the amount accrued will have a material impact on its financial position or results of operations.

In early 1999, the Company sold to Tree Top, Inc. its applesauce business, including a plant in Prosser, Benton County, Washington. In the sale agreement governing the transaction, the Company represented to Tree Top that it was in compliance with all environmental laws. In 2003, the Benton County Clean Air Authority (“BCAA”) brought an enforcement action against Tree Top under Title V of the Clean Air Act and related State of Washington statutes, alleging that Tree Top was violating the Clean Air Act by failing to register the facility with BCAA pursuant to Title V. The BCAA also alleged that the facility failed to provide BCAA with a required notice of construction when it replaced a fourth boiler in the Prosser plant in 1988 when the Company was the sole owner. Tree Top has reached a settlement with the BCAA which, according to Tree Top, requires Tree Top to pay penalties and make modifications to equipment at a total cost of approximately $493,000. Tree Top has made a formal demand on the Company for reimbursement of the entire amount. The Company disputes Tree Top’s assertion that the Company is liable for the total cost. The Company does not believe that any resolution of this demand will have a material impact on its financial position or results of operations.

Employment

The Company has 2,906 employees of which 2,407 full time and 423 seasonal employees work in food processing and 76 full time employees work in other activities.

The Company has six collective bargaining agreements with three union locals covering approximately 665 of its full time employees. The terms of these agreements result in wages and benefits which are substantially the same for comparable positions for the Company's non-union employees. Four collective bargaining agreements expire in calendar 2008. One agreement expires in calendar 2009, and one agreement expires in calendar 2010.

Export Sales

The following table sets forth domestic and export sales:
	Fiscal Year
	2006	2005	2004
	(In thousands, except percentages)
Net Sales:
United States	$ 804,236	$ 782,282	$ 818,569
Export	79,587	81,992	72,281
Total Net Sales	$ 883,823	$ 864,274	$ 890,850
As a Percentage of Net Sales:
United States	91.0%	90.5%	91.9%
Export	9.0%	9.5%	8.1%
Total	100.0%	100.0%	100.0%

Item 1A

Risk Factors

The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us, may also impair our business operations. If any of the following risks actually occurs, our business, financial condition or results of operations could be materially and adversely affected. The Company refers to itself as “we” or “our” in this section.

Excess capacity in the vegetable industry has a downward impact on selling price.

Our financial performance and growth are related to conditions in the United States vegetable processing industry which is a mature industry with a modest growth rate in the last 10 years. Our net sales are a function of product availability and market pricing. In the vegetable processing industry, product availability and market prices tend to have an inverse relationship: market prices tend to decrease as more product is available and to increase if less product is available. Product availability is a direct result of plantings, growing conditions, crop yields and inventory levels, all of which vary from year to year. In addition, market prices can be affected by the planting and inventory levels and individual pricing decisions of the three or four largest processors in the industry. Generally, market prices in the vegetable processing industry adjust more quickly to variations in product availability than an individual processor can adjust its cost structure; thus, in an oversupply situation, a processor’s margins likely will weaken. We typically have experienced lower margins during times of industry oversupply.

In the past, the vegetable processing industry has been characterized by excess capacity, with resulting pressure on our prices and profit margins. Both the Company and our competitors have closed processing plants in response to the downward pressure on prices. There can be no assurance that our margins will improve in response to favorable market conditions or that we will be able to operate profitably during depressed market conditions. Moreover, vegetable production outside the United States, particularly in Asia and Latin America, is increasing and, in the future, may have a significant effect on competition and create downward pressure on prices.

Growing cycles and adverse weather conditions may decrease our results from operations.

Our operations are affected by the growing cycles of the vegetables we process. When the vegetables are ready to be picked, we must harvest and process the vegetables or forego the opportunity to process fresh picked vegetables for an entire year. Most of our vegetables are grown by farmers under contract with us. Consequently, we must pay the contract grower for the vegetables even if we cannot or do not harvest or process them. Most of our production occurs during the second quarter (July through September) of our fiscal year. In that quarter, the growing season ends for most of the vegetables processed by us in the northern United States. A majority of our sales occur during the third and fourth quarter of each fiscal year (due to seasonal consumption patterns for our products). Accordingly, inventory levels are highest during the second and third quarters, and accounts receivable levels are highest during the third and fourth quarters. Net sales generated during our third and fourth fiscal quarters have a significant impact on our results of operations. Because of these seasonal fluctuations, the results of any particular quarter, particularly in the first half of our fiscal year, will not necessarily be indicative of results for the full year or for future years.

Because weather conditions during the course of each vegetable crop’s growing season will affect the volume and growing time of that crop, we must set planting schedules without knowing the effect of the weather on the crops or on the entire industry’s production. As most vegetables are produced in more than one part of the U.S., we may somewhat reduce our risk that our entire crop will be subject to disastrous weather. The upper Midwest is the primary growing region for the principal vegetables which we pack, namely peas, green beans and corn, and it is also a substantial source of our competitors’ vegetable production. Consequently, the adverse effects of weather-related reduced production in that region may be partially mitigated by higher prices for the vegetables which are produced.

The commodity materials that we process or otherwise require are subject to price increases that could adversely affect our profitability.

The materials that we use, such as vegetables, steel and packaging materials are commodities that may experience price volatility caused by external factors including market fluctuations, availability, currency fluctuations and changes in governmental regulations and agricultural programs. These events can result in reduced supplies of these materials, higher supply costs or interruptions in our production schedules. If prices of these raw materials increase, but we are not able to effectively pass such price increases along to our customers, our operating income will decrease.

We face risks generally associated with our debt.

As of March 31, 2006, we had a total of approximately $209 million of indebtedness. Our indebtedness could have important consequences, such as limiting our operational flexibility due to the covenants contained in our debt agreements; limiting our ability to invest in our business due to debt service requirements; limiting our ability to compete with companies that are not as highly leveraged; and increasing our vulnerability to economic downturns and changing market conditions.

Our ability to meet our debt service obligations will depend on our future performance, which will be affected by financial, business, economic, governmental and other factors, including potential changes in consumer preferences and pressure from competitors. If we do not have enough money to pay our debt service obligations, we may be required to refinance all or part of our existing debt, sell assets, borrow more money or raise equity. There is a risk that we may not be able to refinance existing debt or that the terms of any refinancing will not be as favorable as the terms of the existing debt.

Our dependence on the Alliance Agreement could negatively affect sales.

We have an Alliance Agreement with GMOI, whereby we process canned and frozen vegetables for GMOI under the Green Giant brand name. GMOI continues to be responsible for all of the sales, marketing and customer service functions for the Green Giant products. The Alliance Agreement has a remaining term of eight years. Green Giant products packed by us in fiscal 2006 and 2005 constituted approximately 27% and 26%, respectively, of our total sales. General Mills, Inc. guarantees GMOI’s obligations under the Alliance Agreement.

The Alliance Agreement has an initial term ending December 31, 2014, and will be extended automatically for additional five year terms unless terminated in accordance with the provisions of the Alliance Agreement. Upon virtually all of the causes of termination enumerated in the Alliance Agreement, GMOI will acquire legal title to three production plants and certain of the other assets which we acquired under the Alliance Agreement, and various financial adjustments between the parties will occur. If GMOI terminates the Alliance Agreement without cause, it must pay us a substantial termination payment.

Our sales and financial performance under the Alliance Agreement and our sales of Green Giant products depend to a significant extent on our success in producing quality Green Giant vegetables at competitive costs and GMOI’s success in marketing the products produced by us. The ability of GMOI to successfully market these products will depend upon GMOI’s sales efforts, as well as the factors described above under “—Excess capacity in the vegetable industry has a downward effect on price.” We cannot give assurance as to the volume of GMOI’s sales and cannot control many of the key factors affecting that volume. The Alliance Agreement contains extensive covenants by us with respect to quality and delivery of products, maintenance of the Alliance Plants and other standards of our performance. If we were to fail in our performance of these covenants, GMOI would be entitled to terminate the Alliance Agreement.

Termination of the Alliance Agreement will, in most cases, entitle our principal lenders, including our long-term lenders, to declare a default under our loan agreements with them. The principal lenders have a security interest in certain payments that we will receive from GMOI on termination of the Alliance Agreement. Unless we were to enter into a new substantial supply relationship with GMOI or another major vegetable marketer and acquire substantial production capacity to replace the GMOI production plants, any such termination would substantially reduce our sales.

Sales to GMOI have declined $12 million, from $252 million to $240 million, between fiscal year 2003 and fiscal year 2006.

If we do not maintain the market shares of our products, our business and revenues may be adversely affected.

All of our products compete with those of other national, major and smaller regional food processing companies under highly competitive conditions. The vegetable products which we sell under our own brand names not only compete with vegetable products produced by vegetable processing competitors, but also compete with products we produce and sell to other companies who market those products under their own brand names, such as the Green Giant vegetables we sell to GMOI under the Alliance Agreement and the vegetables we sell to various retail grocery chains which carry our buyers’ own brand names.

The customers who buy our products to sell under their own brand names control the marketing programs for those products. In recent years, many major retail food chains have been increasing their promotions, offerings and shelf space allocations for their own vegetable brands, to the detriment of vegetable brands owned by the processors, including our own brands. We cannot predict the pricing or promotional activities of our competitors or whether they will have a negative effect on us. There are competitive pressures and other factors which could cause our products to lose market share or result in significant price erosion, and which could have a material adverse effect on our business, financial condition and results of operations.

Increases in logistics and other transportation-related costs could materially adversely impact our results of operations. Our ability to competitively serve our customers depends on the availability of reliable and low-cost transportation.

Logistics and other transportation-related costs have a significant impact on our earnings and results of operations. We use multiple forms of transportation to bring our products to market. They include trucks, intermodals, rail cars, and ships. Disruption to the timely supply of these services or increases in the cost of these services for any reason, including availability or cost of fuel, regulations affecting the industry, or labor shortages in the transportation industry, could have an adverse effect on our ability to serve our customers, and could have a material adverse effect on our financial performance.

If we are subject to product liability claims, we may incur significant and unexpected costs and our business reputation could be adversely affected.

Food processors are subject to significant liability should the consumption of their products cause injury or illness. A product liability judgment against us could also result in substantial and unexpected expenditures and divert management’s attention from other responsibilities. Although we maintain product liability insurance coverage in amounts customary within the industry, there can be no assurance that this level of coverage is adequate or that we will be able to continue to maintain our existing insurance or obtain comparable insurance at a reasonable cost, if at all. A product recall or a partially or completely uninsured judgment against us could have a material adverse effect on results of operations and financial condition. During the second quarter of our fiscal year 2005, the Company recalled certain products and recognized a charge of $1,280,000 as previously reported.

We generate agricultural food processing wastes and are subject to substantial environmental regulation.

As a vegetable processor, we regularly dispose of vegetable wastes (silage) and processing water, as well as materials used in plant operation and maintenance, and our plant boilers, which generate heat used in processing, produce generally small emissions into the air. These activities and operations are regulated by federal and state laws and the respective federal and state environmental agencies. Occasionally, we may be required to remediate conditions found by the regulators to be in violation of environmental law or to contribute to the cost of remediating waste disposal sites which we neither owned nor operated but in which we and many other companies deposited waste materials, usually through independent waste disposal companies. The costs of this remediation and contributions (including occasional fines) have not been significant. As a major vegetable producer, we run the risk of occasional future costs and inadvertent violations, even though we maintain an environmental department to assist us in environmental compliance.

Item 1B

Unresolved Staff Comments

The Company does not have any unresolved comments from the SEC staff regarding its periodic or current reports under the Securities Exchange Act of 1934, as amended.

Item 2

Properties

Seven facilities in Minnesota, two facilities in Washington, three facilities in Idaho, three facilities in New York, one facility in Oregon, one facility in Illinois, and ten facilities in Wisconsin provide approximately 9,727,000 square feet of food packaging, freezing and freezer storage, and warehouse storage space. These facilities process and package various vegetable and fruit products. Most of the facilities are owned by the Company. The Company is a lessee under a number of operating and capital leases for equipment and real property used for processing and warehousing.

All of the properties are well maintained and equipped with modern machinery. All locations, although highly utilized, have the ability to expand as sales requirements justify. Because of the seasonal production cycles, the exact extent of utilization is difficult to measure. In certain circumstances, the theoretical full efficiency levels are being reached; however, expansion of the number of production days or hours could increase the output by up to 20% for a season.

Certain of the Company’s facilities are mortgaged to financial institutions to secure long-term debt and capital lease obligations. See Notes 4 and 5 of Item 8, Financial Statements and Supplementary Data, for additional information about the Company’s long-term debt and lease commitments.

Item 3

Legal Proceedings

In the ordinary course of its business, the Company is made a party to certain legal proceedings seeking monetary damages, including proceedings involving product liability claims, worker’s compensation and other employee claims, tort and other general liability claims, for which it carries insurance, as well as patent infringement and related litigation. While it is not feasible to predict or determine the ultimate outcome of these matters, the Company does not believe that an adverse decision in any of these legal proceedings would have a material adverse impact on its financial position, results of operations, or cash flows.

During 2004, various claims totaling approximately $3,211,000 were asserted by the Fleming Companies against the Company and a subsidiary acquired in 2003 in the Bankruptcy proceedings in the U. S. Bankruptcy Court for the District of Delaware for (i)receipt of allegedly preferential payments under the U. S. Bankruptcy Code ($1,292,000), (ii) receipt of alleged overpayments ($1,139,000) and (iii) amounts allegedly owing under various vendor promotional programs ($780,000). During 2005, the Company settled and paid these claims for $399,000.

On June 15, 2004, an accident occurred at the Company’s aircraft hangar located at the Yates County Airport in Penn Yan, New York as disclosed in our March 31, 2005 Annual Report on 10-K. The damaged aircraft were repaired through insurance proceeds, and this matter was terminated in November, 2005. This matter did not have a material impact on the Company’s financial statements or results of operations.

Refer to Item 1, Business -- Environmental Protection, for further information.

Item 4

Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of shareholders during the last quarter of the fiscal period covered by this report.

PART II

Item 5

Market for Registrant’s Common Stock, Related Security Holder Matters and Issuer Purchases of Equity Securities

Each class of preferred stock receives preference as to dividend payment and declaration over any common stock. In addition, refer to the information in the 2006 Annual Report, “Shareholder Information and Quarterly Results”, which is incorporated by reference.

Securities Authorized for Issuance Under Equity Compensation Plans

The Company has no equity compensation plans or individual compensation arrangements under which equity securities of the Company are authorized for issuance to employees or directors, therefore, no table is necessary as described in Item 201(d) of Regulation S-K.

Issuer Purchases of Equity Securities

Period	Total Number of Shares Purchased (1)		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) or Shares that May Yet Be Purchased Under the Plans or Programs
	Class A Common	Class B Common	Class A Common	Class B Common
1/01/06 - 1/31/06	2,500	-	$20.13	$-	N/A	N/A
2/01/06 - 2/29/06	-	-	-	-	N/A	N/A
3/01/06 - 3/31/06	-	-	-	-	N/A	N/A
Total	2,500	-	$20.13	$-	N/A	N/A

(1) These purchases were made in open market transactions by the trustees under the Seneca Foods Corporation Employees' Savings Plan and the Seneca Foods, L.L.C. 401(k) Retirement Savings Plan to provide employee matching contributions under the plans.

Item 6

Selected Financial Data

Refer to the information in the 2006 Annual Report, “Five Year Selected Financial Data”, which is incorporated by reference.

Item 7

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Refer to the information in the 2006 Annual Report, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, which is incorporated by reference.

Item 7A

Quantitative and Qualitative Disclosures about Market Risk

Refer to the information in the 2006 Annual Report, “Quantitative and Qualitative Disclosures about Market Risk”, which is incorporated by reference.

Item 8

Financial Statements and Supplementary Data

Refer to the information in the 2006 Annual Report, “Consolidated Financial Statements and Notes thereto including Report of Independent Registered Public Accounting Firms”, which is incorporated by reference.

Item 9

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934), as of March 31, 2006. Based upon this evaluation, our Chief Executive Officer and Chief Financial officer concluded that, as of March 31, 2006, the Company’s disclosure controls and procedures: (1) were designed to ensure that material information relating to the Company is made known to our Chief Executive Officer and Chief Financial Officer by others within those entities, particularly during the period in which this report was being prepared, so as to allow timely decisions regarding required disclosure and (2) were effective, in that they provide reasonable assurance that information required to be disclosed by the Company in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over the Company’s financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2006. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment, management believes that, as of March 31, 2006, our internal control over financial reporting is effective based on those criteria.

The independent registered public accounting firm BDO Seidman, LLP, which audited the Company’s 2006 financial statements incorporated into this Form 10-K, has issued an opinion on management’s assessment, as of March 31, 2006, of the Company’s internal control over financial reporting. Their opinion appears on page 12.

Remediation of Material Weaknesses Reported in 2005

As previously reported in our Annual Report on Form 10-K for the year ended March 31, 2005, we concluded that, as of March 31, 2005, our disclosure controls and procedures were not effective in alerting management prior to the end of a reporting period to all material information required to be included in our periodic filings with the SEC.

A material weakness is a significant deficiency (as defined in the Public Company Accounting Oversight Board’s Auditing Standard No. 2), or combination of significant deficiencies, that results in there being more than a remote likelihood that a material misstatement in the annual or interim financial statements will not be prevented or detected on a timely basis by employees in the normal course of their work. Management’s assessment identified the following three material weaknesses as of March 31, 2005 related to the financial statement close process:

·   Insufficient controls to review the application of accounting principles over the determination and calculation of asset impairments in accordance with FAS 144.

·   Insufficient controls over the calculation and review of accrued promotion expense.

·   Insufficient controls over the selection and monitoring of key assumptions supporting accounting estimates.

During 2006, The Company completed remediation measures to address the material weaknesses described above. As described in the Company’s Form 10-K for fiscal year 2005, the remediation plans included:

(i)   The development of an internal audit process in the quarter ending July 2, 2005, which includes using a third party public accounting firm;

(ii)   The establishment of a control whereby a detailed analysis, in accordance with the provisions of FAS 144, is prepared and reviewed when management identifies an indicator of impairment;

(iii)   The creation of a control procedure whereby management is required to provide detailed support for each promotion accrual on a quarterly basis and corporate accounting personnel is actively involved in reviewing the documentation for compliance with GAAP;

(iv)   The implementation of control procedures for the monitoring of key assumptions supporting accounting estimates, on a quarterly basis, to ensure that they are appropriate.

These remediation measures were tested and determined to be effective through management’s fiscal 2006 assessment of internal control over financial reporting.

Report of Independent Registered Public Accounting Firm on

Internal Control over Financial Reporting

Board of Directors and Stockholders

Seneca Foods Corporation

Marion, New York

We have audited management’s assessment, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting that Seneca Foods Corporation maintained effective internal control over financial reporting as of March 31, 2006, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that the Company maintained effective internal control over financial reporting as of March 31, 2006, is fairly stated, in all material respects, based on the COSO criteria. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2006, based on the COSO criteria.

We have also audited, in accordance with the standards of the Public Company Accounting Standards Board (United States), the consolidated balance sheet of Seneca Foods Corporation as of March 31, 2006, and the related consolidated statements of net earnings, stockholders’ equity and cash flows for the year then ended and our report dated June 9, 2006 expressed an unqualified opinion on those consolidated financial statements.

/s/ BDO Seidman, LLP

Milwaukee, Wisconsin

June 9, 2006

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting (as defined in rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended March 31, 2006 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B

Other Information

None.

PART III

Item 10

Directors and Executive Officers of the Registrant

The Company has adopted a Code of Ethics that applies to the Chief Executive Officer, Chief Financial Officer and Controller. The Code of Ethics is available on our web site www.senecafoods.com (free of charge).

Additional information required by Item 10 will be filed separately with the Commission, pursuant to Regulation 14A, in a definitive proxy statement involving the election of directors, which is incorporated herein by reference.

Item 11

Executive Compensation

Information required by Item 11 will be filed separately with the Commission, pursuant to Regulation 14A, in a definitive proxy statement involving the election of directors, which is incorporated herein by reference.

Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information required by Item 12 will be filed separately with the Commission, pursuant to Regulation 14A, in a definitive proxy statement involving the election of directors, which is incorporated herein by reference.

Item 13

Certain Relationships and Related Transactions

Information required by Item 13 will be filed separately with the Commission, pursuant to Regulation 14A, in a definitive proxy statement involving the election of directors, which is incorporated herein by reference.

Item 14

Principal Accountant Fees and Services

Information required by Item 14 will be filed separately with the Commission, pursuant to Regulation 14A, in a definitive proxy statement involving the election of directors, which is incorporated herein by reference.

PART IV

Item 15

Exhibits and Financial Statement Schedules

A.Exhibits, Financial Statements, and Supplemental Schedules

1.Financial Statements - the following consolidated financial statements of the Registrant, included in the Annual Report for the year ended March 31, 2006, are incorporated by reference in Item 8:

Consolidated Statements of Net Earnings - Years ended March 31, 2006, 2005 and 2004

Consolidated Balance Sheets - March 31, 2006 and 2005

Consolidated Statements of Cash Flows - Years ended March 31, 2006, 2005 and 2004

Consolidated Statements of Stockholders’ Equity - Years ended March 31, 2006, 2005 and 2004

Notes to Consolidated Financial Statements - Years ended March 31, 2006, 2005 and 2004

Reports of Independent Registered Public Accounting Firms

Pages

2.Supplemental Schedule:

Schedule II—Valuation and Qualifying Accounts16

Other schedules have not been filed because the conditions requiring the filing do not exist or the required

information is included in the consolidated financial statements, including the notes thereto.

3.	Exhibits:
	No 3	-	Articles of Incorporation and By-Laws - Incorporated by reference to exhibits 3.1, 3.2 and 3.3 the Company’s Form 10-Q/A filed August, 1995; as amended by exhibit 3 filed with the Company’s Form 10-K filed June 1996 as amended by exhibit 3(i) to the Company’s Form 8-K dated September 17, 1998; as amended by exhibit 3.3 to the Company’s form 8-K dated June 10, 2003.
	No. 4	-	Articles defining the rights of security holders - Incorporated by reference to the Company’s Form 10-Q/A filed August, 1995 as amended by amendments filed with the Company’s Form 10-K filed June 1996. Instrument defining the rights of any holder of Long-Term Debt - Incorporated by reference to Exhibit 99 to the Company’s Form 10-Q filed January 1995 as amended by Exhibit No. 4 of the Company’s Form 10-K filed June, 1997, amended by Exhibit 4 of the Company’s Form 10-Q and Form 10-Q/A filed November, 1997, as amended by amendments filed with the Company’s definitive proxy statement filed July, 1998 as amended by the Company’s 8-K dated June 10, 2003. The Company will furnish, upon request to the SEC, a copy of any instrument defining the rights of any holder of Long-Term Debt.
	No. 10	-	Material Contracts - Incorporated by reference to the Company’s Form 8-K dated February 24, 1995 for the First Amended and Restated Alliance Agreement and the First Amended and Restated Asset Purchase Agreement both with The Pillsbury Company amended by the Company’s Form 8-K dated June 11, 2002. Incorporated by reference to exhibit 10 to the Company's Form 10-K filed June 25, 2002 for an Indemnification Agreement dated January 31, 2002. Incorporated by reference to the Company’s 8-K dated June 10, 2003 for the Purchase Agreement by and among Seneca Foods Corporation, Chiquita Brands International, Inc. and Friday Holdings, L.C.C. dated as of March 6, 2003.
	No. 13	-	The material contained in the 2006 Annual Report to Shareholders under the following headings: “Five Year Selected Financial Data”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Consolidated Financial Statements and Notes thereto including Independent Auditors’ Report”, “Quantitative and Qualitative Disclosures about Market Risk”, and “Shareholder Information and Quarterly Results” (filed herewith).
	No. 21	-	List of Subsidiaries (filed herewith)
	No. 23.1	-	Consent of BDO Seidman, LLP (filed herewith)
	No. 23.2	-	Consent of Ernst & Young LLP (filed herewith)
	No. 31.1	-	Certification of Kraig H. Kayser pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
	No. 31.2	-	Certification of Philip G. Paras pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
	No. 32	-	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

Schedule II

VALUATION AND QUALIFYING ACCOUNTS

(In thousands)

	Balance at Beginning of period	Charged/ (Credited) to income	Charged to other accounts	Deductions from reserve	Balance at end of period
Year-ended March 31, 2006:
Allowance for doubtful accounts	$625	$(568)	$¾	$ (388) (c)	$445
Year-ended March 31, 2005: Allowance for doubtful accounts	$945	$913	$¾	$ 1,233 (a)	$625
Year-ended March 31, 2004: Allowance for doubtful accounts	$761	$694	$ 355 (b)	$ 155 (a)	$945

(a) Accounts written off, net of recoveries.

(b) Reclassified to accrued expense related to a liability for Chapter 11 preference payments received from a customer.

(c) Recoveries, net of accounts written off.

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SENECA FOODS CORPORATION

By /s/Jeffrey L. Van RiperJune 13, 2006

Jeffrey L. Van Riper

Controller and Secretary

(Principal Accounting Officer)

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

Signature	Title	Date
/s/Arthur S. Wolcott	Chairman and Director	June 13, 2006
Arthur S. Wolcott
/s/Kraig H. Kayser Kraig H. Kayser	President, Chief Executive Officer, and Director	June 13, 2006
/s/Philip G. Paras	Chief Financial Officer	June 13, 2006
Philip G. Paras
/s/Jeffrey L. Van Riper Jeffrey L. Van Riper	Controller and Secretary (Principal Accounting Officer)	June 13, 2006
/s/Arthur H. Baer	Director	June 13, 2006
Arthur H. Baer
/s/Andrew M. Boas	Director	June 13, 2006
Andrew M. Boas
/s/Robert T. Brady	Director	June 13, 2006
Robert T. Brady
/s/Douglas F. Brush	Director	June 13, 2006
Douglas F. Brush
/s/G. Brymer Humphreys	Director	June 13, 2006
G. Brymer Humphreys
/s/Thomas Paulson	Director	June 13, 2006
Thomas Paulson
/s/Susan W. Stuart	Director	June 13, 2006
Susan W. Stuart

EX-21

Exhibit 21

LIST OF SUBSIDIARIES

The following is a listing of subsidiaries 100% owned by Seneca Foods Corporation, directly or indirectly:

Name	State
Marion Foods, Inc.	New York
Seneca Foods International, Ltd.	New York
Seneca Snack Company	Washington

EX-23.1

Exhibit 23.1

CONSENT AND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Seneca Foods Corporation

Marion, New York

We consent to the incorporation by reference in this Annual Report (Form 10-K) of Seneca Foods Corporation of our report dated June 9, 2006, with respect to the 2006 consolidated financial statements of Seneca Foods Corporation, included in the 2006 Annual Report to Shareholders of Seneca Foods Corporation.

Our audit also included the accompanying Schedule II, Valuation of Qualifying Accounts. This schedule is the responsibility of Seneca Foods Corporation's management. Our responsibility is to express an opinion based on our audit. In our opinion, as to which the date is June 9, 2006, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.

We consent to the incorporation by reference in the following Registration Statements:

(1) Registration Statement (Form S-3/A No. 333-120982) of Seneca Foods Corporation,

(2) Post-Effective Amendment No. 1 of Registration Statement (Form S-8 No. 333-12365) pertaining to the Seneca Foods Corporation Employees' Savings Plan, and

(3) Registration Statement (Form S-8 No. 333-114097) pertaining to the Seneca Foods, L.L.C. 401(k) Retirement Savings Plan;

of our report dated June 9, 2006, with respect to the consolidated financial statements of Seneca Foods Corporation incorporated herein by reference, our report dated June 9, 2006, with respect to Seneca Foods Corporation management's assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting of Seneca Foods Corporation, included herein, and our report included in the preceding paragraph with respect to the financial statement schedule of Seneca Foods Corporation included in this Annual Report (Form 10-K) of Seneca Foods Corporation.

/s/BDO Seidman, LLP

Milwaukee, Wisconsin

June 13, 2006

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Seneca Foods Corporation

We consent to the incorporation by reference in this Annual Report (Form 10-K) of Seneca Foods Corporation of our report dated June 10, 2005, with respect to the consolidated financial statements of Seneca Foods Corporation for the fiscal years ended March 31, 2005 and 2004, included in the 2006 Annual Report to Shareholders of Seneca Foods Corporation.

Our audits also included the financial statement schedule for the fiscal years ended March 31, 2005 and 2004 of Seneca Foods Corporation listed in Item 15(A)(2). This schedule is the responsibility of Seneca Foods Corporation's management. Our responsibility is to express an opinion based on our audits. In our opinion, as to which the date is June 10, 2005, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We consent to the incorporation by reference in the following Registration Statements:

(1) Registration Statement (Form S-3/A No. 333-120982) of Seneca Foods Corporation,

(2) Post-Effective Amendment No. 1 of Registration Statement (Form S-8 No. 333-12365) pertaining to the Seneca Foods Corporation Employees' Savings Plan, and

(3) Registration Statement (Form S-8 No. 333-114097) pertaining to the Seneca Foods, L.L.C. 401(k) Retirement Savings Plan;

of our report dated June 10, 2005, with respect to the consolidated financial statements of Seneca Foods Corporation incorporated herein by reference, and our report included in the preceding paragraph with respect to the financial statement schedule of Seneca Foods Corporation included in this Annual Report (Form 10-K) of Seneca Foods Corporation.

          ;/s/ Ernst & Young LLP

Buffalo, New York

June 13, 2006

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Kraig H. Kayser, certify that:

1.I have reviewed this annual report on Form 10-K of Seneca Foods Corporation;

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

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

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 

(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Dated: June 13, 2006By: /s/Kraig H. Kayser

Kraig H. Kayser

President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Philip G. Paras, certify that:

1.I have reviewed this annual report on Form 10-K of Seneca Foods Corporation;

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

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

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 

(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Dated: June 13, 2006 By:/s/Philip G. Paras

Philip G. Paras

Chief Financial Officer

EX-32

EXHIBIT 32

CERTIFICATION PURSUANT TO

18. U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Seneca Foods Corporation (the "Registrant") on Form 10-K for the period ended March 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Kraig H. Kayser, Chief Executive Officer and Philip G. Paras, Chief Financial Officer of the Registrant, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that, to our knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/Kraig H. Kayser

Kraig H. Kayser

Chief Executive Officer

June 13, 2006

/s/ Philip G. Paras

Philip G. Paras

Chief Financial Officer

June 13, 2006

EX-13

Five Year Selected Financial Data

Summary of Operations and Financial Condition
(In thousands of dollars, except per share data)

 Years ended March 31,                                                     2006          2005        2004(a)      2003         2002
                                                                           ----          ----        ----         ----         ----
                                                                                                       

 Net sales                                                             $883,823      $864,274     $890,850    $644,379     $651,075

 Operating earnings before interest and other
   expense (income), net                                               $ 52,357     $  24,868     $ 36,476   $  33,035    $  20,406
 Net earnings                                                            21,993         7,907       12,941       9,050        1,140

 Basic earnings per common share                                           1.97           .71         1.18         .89          .11
 Diluted earnings per common share                                         1.96           .70         1.17         .88          .11

 Working capital                                                       $229,510      $205,430     $187,764    $172,382     $163,606
 Inventories                                                            307,292       294,470      270,283     141,649      181,835
 Net property, plant, and equipment                                     148,501       163,290      181,907     132,969      155,189
 Total assets                                                           523,666       524,495      533,903     379,540      403,576
 Long-term debt and capital lease
     obligations                                                        142,586       154,125      160,987     133,337      156,100
 Stockholders' equity                                                   217,779       195,809      190,249     159,364      151,123

 Additions to property, plant, and equipment                           $ 11,906     $  14,415     $ 23,109    $  6,832    $  13,423
 Interest expense, net                                                   15,784        16,592       16,135      13,757       17,441

 Net earnings/average equity                                               10.6%          4.1%         7.4%        5.8%         0.8%
 Earnings before taxes/sales                                                4.0%          1.4%         2.3%        2.3%         0.3%
 Net earnings/sales                                                         2.5%          0.9%         1.5%        1.4%         0.2%
 Long-term debt/equity                                                       65%           79%          85%         84%         103%
 Current ratio                                                            2.6:1         2.3:1        2.2:1       3.4:1        3.0:1

 Stockholders' equity per common share                                   $23.89     $   20.77   $    19.97  $    17.64   $    16.46
 Class A National Market System
     closing price range                                             21.00-15.51  20.00-16.75  21.97-16.20 18.75-10.75  14.75-11.50
 Class B National Market System
     closing price range                                             20.77-16.00  19.45-16.99  22.88-16.85 18.38-12.75  14.78-12.00
 Common cash dividends declared per share                                     -             -            -           -            -
 Price earnings ratio                                                      10.1          23.8         16.0        13.6         84.3


(a) The fiscal 2004 financial results include ten months of operating activity
related to the Chiquita Processed Foods acquisition (See Note 2, Acquisition)








Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations

Overview

Our Business

Seneca  Foods  is  the  world's  leading  producer  and  distributor  of  canned
vegetables. Canned vegetables are sold nationwide in all channels serving retail
markets,  certain  export  markets,  the food service  industry,  and other food
processors.  Canned vegetables represent 88% of the Company's sales. The Company
maintains  a number one share in the  private  label,  food  service  and export
canned  vegetable  markets;  and a number three  position in the branded  canned
vegetable market. Our Company also supplies canned and frozen vegetable products
to General Mills  Operations,  Inc.  ("GMOI")  under an Alliance  Agreement.  In
addition,  our Company is the supplier of frozen vegetable products  principally
to the food  service  industry,  and fruit and snack chip  products  principally
serving retail markets and other food processors.

Currently, our business strategies are designed to maintain our market share and
enhance our sales and  margins  and  include:  (1)  position  the Company as the
low-cost,  high quality producer of canned vegetables through the elimination of
costs from our supply chain and  investment in  state-of-the-art  production and
logistical technology; (2) drive growth in earnings through the use of cash flow
to  de-leverage  the  balance  sheet;  and (3) focus on our growth  segments  to
capitalize on their higher expected returns.

The Acquisition

On May 27, 2003, the Company completed its acquisition of 100% of the membership
interest in Chiquita  Processed  Foods,  L.L.C.  ("CPF")  from  Chiquita  Brands
International,   Inc.  The  rationale  for  the  acquisition  was  twofold:  (1)
strengthen the Company's  market position in the canned vegetable  segment;  and
(2) improve the Company's cost structure through the realization of cost savings
by eliminating  duplicative  functions and combining the purchasing power of the
two companies.  The purchase price totaled $126.1 million plus the assumption of
certain  liabilities.  This acquisition was financed with cash,  proceeds from a
new $200.0 million revolving credit facility, and $16.1 million of the Company's
Participating  Convertible  Preferred  Stock. The Preferred Stock is convertible
into the  Company's  Class A Common  Stock on a  one-for-one  basis  subject  to
antidilution  adjustments.  The  Preferred  Stock was valued at $16.60 per share
based  on the  market  value  of the  Class  A  Common  Stock  at the  time  the
acquisition was announced.

Restructuring

After a  comprehensive  review of our  production  capacities  following the CPF
acquisition,  the  Company  completed  a  plant  restructuring  program  in 2005
resulting in a restructuring  charge of $7.7 million.  The restructuring  charge
consisted of a non-cash  impairment  charge of $7.0 million and a cash severance
charge  of $0.7  million  which  are  included  in  Plant  Restructuring  in the
Consolidated  Statement of Net Earnings.  This restructuring program principally
involved the closure of three processing facilities including a green bean plant
in upstate New York and corn plants in Wisconsin  and  Washington.  In addition,
the Company restructured the newly acquired Payette,  Idaho facility through the
removal  of canned  meat  production  to focus  exclusively  on dry  beans.  The
rationalization of the Company's productive capacity:  1) improved the Company's
overall  cost  structure  and  competitive  position;  2)  addressed  the excess
capacity  situation arising from the recent acquisition of CPF; and 3) mitigated
the effect of  inflationary  pressures on the Company's raw material inputs such
as steel and fuel. During 2006, the non-cash  impairment charge was increased by
$0.2 million related to the green bean plant in New York.

The  closure  of the  Washington  corn  processing  facility  coincided  with an
amendment to the Alliance  Agreement with GMOI. Under the above  amendment,  the
Blue Earth,  Minnesota facility was removed from the Alliance Agreement due to a
reduction in GMOI volume  requirements  and will be operated by the Company as a
non-Alliance facility. Additionally, GMOI agreed to reimburse the Company in the
future for remaining  lease and  depreciation  costs at the Blue Earth  facility
which, on a net present value basis,  approximate  the closure costs  associated
with the Washington facility.

With the closure of the Washington corn processing facility in the fall of 2004,
the Company's labeling and warehousing  requirements at the Salem, Oregon leased
distribution  facility were dramatically reduced. In 2006, the Company announced
the phase out of the Salem labeling  operation which resulted in a restructuring
charge of $1.8 million  consisting of a provision  for future lease  payments of
$1.3 million, a cash severance charge of $0.4 million, and a non-cash impairment
charge of $0.1 million. The Company intends to use a portion of the facility for
warehousing and will attempt to sublease the remaining unutilized portion of the
facility until the February 2008 expiration of the lease.

The fiscal 2006 asparagus harvest, completed in the first quarter, represented a
partial  pack as GMOI was in  process  of moving  the  production  of  asparagus
offshore  from  the  Dayton,  Washington  manufacturing  facility.  Fiscal  2006
asparagus  sales to GMOI totaled $19.3  million.  As fiscal 2006  represents the
final year of operation  for the Dayton,  Washington  facility,  the Company and
GMOI have  negotiated  a  definitive  agreement  related to the  closure of this
facility.  Under the terms of the  agreement,  any costs incurred by the Company
related  to the  asparagus  production  prior to March 31,  2006 will be paid by
GMOI. The Company shall retain ownership of the real estate  associated with the
Dayton facility. In addition, the manufacturing equipment of the Dayton facility
shall  either be conveyed  to GMOI,  redeployed  by the  Company,  or  salvaged.
Lastly,  GMOI  reduced  the  principal  balance  of  the  secured   subordinated
promissory note by $0.5 million to $42.6 million,  which represents the net book
value of the equipment to be conveyed to GMOI or salvaged.

Divestitures

The Company sold three former Chiquita Processed Foods plants and related assets
to Lakeside Foods,  Inc. on June 17, 2003. The Company sold one additional plant
of Chiquita Processed Foods and related assets to Lakeside Foods, Inc. on August
6, 2003.  The  aforementioned  divestitures  to Lakeside Foods  generated  $46.0
million in cash  proceeds,  which was used to pay down debt.  The  Company  sold
additional  plant  locations and related assets that were  previously  closed by
Chiquita  Processed Foods and designated as assets held for sale during 2005 and
2004,  generating  $1.6 million and $2.5  million,  respectively,  in additional
proceeds used for debt repayment.

During 2006, the Company sold the previously closed corn processing  facility in
Washington  for $0.5 million in cash and a $3.6  million  note which  carries an
interest rate of 8% and is due in full on May 14, 2007.  This note is secured by
a  mortgage  on the  property.  The  Company  accounted  for the sale  under the
installment  method.  During the first quarter of 2006, $0.4 million of the gain
was included in Other Expense  (Income),  net and an additional  $2.8 million of
the gain on this sale was deferred in Other Long-Term Liabilities.

During 2006, the Company sold a warehouse location in Oregon, which resulted in
cash proceeds of $0.6 million and a pre-tax gain of $0.5 million. This gain was
included in Other Expense (Income), net.

Liquidity and Capital Resources

The  Company's  primary  cash  requirements  are to make  payments  on our debt,
finance  seasonal  working  capital  needs  and to  make  capital  expenditures.
Internally  generated funds and amounts under our revolving  credit facility are
our primary sources of liquidity.

Revolving Credit Facility

On May 27, 2003, in connection with the Acquisition,  the Company entered into a
$200.0 million  five-year  floating rate secured  revolving credit facility (the
"Revolver")  with  several  lenders,  under which $118.2  million was  initially
borrowed.  As of March 31,  2006,  the  outstanding  balance on the Revolver was
$57.0 million. In order to maintain availability of funds under the facility, we
pay a commitment fee on the unused portion of the Revolver. The Revolver is used
to fund our seasonal  working  capital needs,  which are affected by the growing
cycles of the vegetables we process. The vast majority of vegetable  inventories
are produced  during the harvesting and packing months of June through  November
and depleted through the remaining six months. Accordingly,  our need to draw on
the Revolver may fluctuate significantly throughout the year. As a result of the
additional liquidity generated by the aforementioned  divestitures,  the Company
provided  notice to its bank  lenders  in 2005 of its  intention  to reduce  the
Revolver from $200.0 million to $125.0 million. During 2006, the Company and its
lenders  extended the term of the Revolver for an  additional  year with a final
maturity date of May 27, 2009 and the Company  further reduced the Revolver from
$125.0 million to $100.0 million.  Subsequent to 2006 year-end,  the Company and
its lenders extended the term of the Revolver for an additional two years with a
final maturity date of July 31, 2011.

We believe that cash flows from operations and  availability  under our Revolver
will provide  adequate  funds for our working  capital  needs,  planned  capital
expenditures and debt service obligations for at least the next 12 months.

Long-Term Debt

The Company has two major long-term debt instruments: 1) a $67.8 million secured
note payable to John Hancock Life  Insurance  Company,  with an interest rate of
8.03%, which is due through 2014; and 2) a $42.6 million secured note payable to
GMOI,  with an interest rate of 8%, which is due through  2010.  The Company did
not issue any  significant  long-term  debt in 2006.  During  2005,  the Company
issued a mortgage to GE Capital for $8.0 million with an interest  rate of 6.35%
and a term of 15  years.  The  proceeds  were  used  to  finance  new  warehouse
construction in Janesville and Cambria, Wisconsin.

At March 31, 2006,  scheduled  maturities of long-term  debt in each of the five
succeeding fiscal years are as follows (in thousands):

                  2007                 $ 9,116
                  2008                   8,972
                  2009                   9,169
                  2010                  37,663
                  2011                   5,346
                  Thereafter            77,663

Restrictive Covenants

Our credit  facilities  contain  covenants  that  restrict  our  ability and the
ability of our subsidiaries to incur additional  indebtedness,  pay dividends on
and  redeem  our  capital  stock,  make  other  restricted  payments,  including
investments,  sell our assets, incur liens, transfer all or substantially all of
our assets and enter into consolidations or mergers.  Our credit facilities also
require us to meet  certain  financial  tests,  including  minimum  fixed charge
coverage,  minimum  interest  coverage  and  maximum  total debt  ratios.  These
financial  requirements  and ratios generally become more restrictive over time,
subject to allowances for seasonal  fluctuations.  We are in compliance with all
such financial covenants, and were in compliance therewith as of March 31, 2006.
The most restrictive  financial covenant in the credit agreements is the minimum
fixed charge coverage ratio.

Capital Expenditures

Capital  expenditures  in 2006 totaled  $11.9 million and include a $2.3 million
waste  treatment  expansion  in the  Midwest,  equipment  replacement  and other
improvements, and economic return and cost saving projects. Capital expenditures
in 2005 totaled $14.4 million and include $7.4 million of construction costs for
three warehouse expansion projects in Geneva, New York;  Janesville,  Wisconsin;
and Cambria,  Wisconsin  together  with  equipment  replacement  and cost saving
projects.  The total  cost of the  Geneva,  Janesville,  and  Cambria  warehouse
projects during 2005 and 2004 was $14.8 million.

Inventories

In 2006,  inventories increased by $12.8 million primarily reflecting the effect
of higher  quantities on hand associated with the large harvest in the summer of
2005, partially offset by unit cost reductions.  In 2005,  inventories increased
by $24.2 million primarily  reflecting the effect of unit cost increases for key
commodity inputs including steel and energy.

Critical Accounting Policies

During the year ended 2006, the Company sold for cash, on a bill and hold basis,
$197.6 million of Green Giant  finished goods  inventory to GMOI. At the time of
the sale of the Green Giant vegetables to GMOI, title of the specified inventory
transferred to GMOI. In addition,  the  aforementioned  finished goods inventory
was  complete,  ready for  shipment  and  segregated  from the  Company's  other
finished  goods  inventory.  Further,  the  Company  had  performed  all  of its
obligations with respect to the sale of the specified Green Giant finished goods
inventory.

Trade  promotions  are an important  component of the sales and marketing of the
Company's  branded  products,  and are critical to the support of the  business.
Trade promotion costs,  which are recorded as a reduction of net sales,  include
amounts paid to encourage  retailers to offer temporary price reductions for the
sale of our  products to  consumers,  amounts paid to obtain  favorable  display
positions in retailers' stores, and amounts paid to retailers for shelf space in
retail stores.  Accruals for trade promotions are recorded primarily at the time
of sale of product to the  retailer  based on  expected  levels of  performance.
Settlement of these liabilities typically occurs in subsequent periods primarily
through an authorized  process for  deductions  taken by a retailer from amounts
otherwise due to us. As a result, the ultimate cost of a trade promotion program
is dependent on the relative  success of the events and the actions and level of
deductions  taken by  retailers  for amounts they  consider  due to them.  Final
determination of the permissible deductions may take extended periods of time.

The Company assesses its long-lived  assets for impairment  whenever there is an
indicator of impairment.  Property,  plant,  and equipment are depreciated  over
their  assigned  lives.  The assigned lives and the projected cash flows used to
test impairment are subjective.  If actual lives are shorter than anticipated or
if future cash flows are less than anticipated,  a future impairment charge or a
loss on  disposal  of the  assets  could  be  incurred.  Impairment  losses  are
evaluated  if the net  present  value of the cash  flows are less than  carrying
value. A loss is recognized when the carrying value of an asset exceeds its fair
value.

Obligations and Commitments

As of March  31,  2006,  the  Company  is  obligated  to make cash  payments  in
connection with our capital leases,  debt, and operating  leases.  The effect of
these  obligations  and  commitments  on our  liquidity and cash flows in future
periods are listed below. All of these  arrangements  require cash payments over
varying periods of time.  Certain of these  arrangements are cancelable on short
notice and others require termination or severance payments as part of any early
termination.



                                Contractual Obligations
                                      March 31, 2006
                                                         2012
                           2007    2008-9    2010-11  and beyond
                       -----------------------------------------
Long-term debt         $  9,116  $ 18,141   $ 43,009   $ 77,663
Interest                 14,440    26,684     20,547     28,101
Notes payable               --         --        --      57,029
Operating lease
    obligations          18,689    29,575     20,833     12,113
Purchase commitments    105,266        --         --         --
Capital lease obligations   672       995        851      1,927
                       ----------------------------------------
Total                  $148,183  $ 75,395   $ 85,240   $176,833
                       ========================================

In  addition,  the  Company's  defined  benefit  plan  has an  unfunded  pension
liability of $14.6 million which is subject to certain actuarial assumptions.

Purchase  commitments  represent  estimated payments to growers for crops during
the 2006 season.

We have no material off-balance sheet debt or other unrecorded obligations other
than the items noted above.

Standby Letters of Credit

We have standby letters of credit for certain insurance-related requirements and
capital leases.  The majority of our standby letters of credit are automatically
renewed annually,  unless the issuer gives  cancellation  notice in advance.  On
March 31, 2006, we had $6.2 million in outstanding standby letters of credit.

Cash Flows

In 2006, our cash and cash equivalents  increased by $0.9 million,  which is due
to the net impact of $31.8  million  provided  by  operating  activities,  $10.7
million  used in  investing  activities,  and $20.2  million  used by  financing
activities.

Operating Activities

Cash  provided by operating  activities  increased to $31.8 million in 2006 from
$18.0 million in 2005. The increase is primarily a function of higher  operating
earnings in 2006 and the lower  inventory  buildup in 2006 versus 2005. The cash
requirements  of the business  fluctuate  significantly  throughout  the year to
coincide with the seasonal  growing cycles of  vegetables.  The vast majority of
the  inventories  are  produced  during the packing  months,  from June  through
November,  and then depleted  during the  remaining  six months.  Cash flow from
operating activities is one of our main sources of liquidity.

Cash  provided by operating  activities  increased to $18.0 million in 2005 from
$1.6 million in 2004.  The increase is primarily a function of the negative cash
flow impact in 2004  associated with the inventory  increase  related to the CPF
acquisition partially offset by lower operating earnings in 2005.

Investing Activities

Cash  used in  investing  activities  was  $10.7  million  in 2006,  principally
reflecting  capital  expenditures  partially  offset by $1.2 million in proceeds
from the sale of certain fixed assets.  Capital  expenditures  aggregated  $11.9
million in 2006  versus  $14.4  million in 2005.  Capital  expenditures  in 2006
include a $2.3 million  waste  treatment  expansion  in the  Midwest,  equipment
replacements  and  other  improvements,  and  economic  return  and cost  saving
projects.

Cash  used in  investing  activities  was  $8.2  million  in  2005,  principally
reflecting  capital  expenditures  partially  offset by $6.2 million in proceeds
from the sale of assets  including  $4.6 million from the sale of Class B Common
Stock of Moog Inc. Capital expenditures  aggregated $14.4 million in 2005 versus
$23.1  million  in  2004.  Capital  expenditures  were  unusually  high  in 2004
reflecting a significant  number of equipment upgrades and other improvements in
connection  with  the CPF  acquisition.  Capital  expenditures  in 2005 and 2004
included $7.4 million and $7.2 million,  respectively,  for warehouse  expansion
projects. This included the completion of the Janesville and Cambria,  Wisconsin
projects started in 2004 and a Geneva, New York warehouse expansion.

Cash  used in  investing  activities  was  $85.9  million  for  2004,  primarily
reflecting the cash  requirements  of the CPF  acquisition  partially  offset by
proceeds from the sale of assets  primarily  involving the  divestiture  of four
plants to Lakeside Foods. Capital expenditures  aggregated $23.1 million in 2004
versus $6.8 million in 2003. The increase is primarily attributable to equipment
replacement  and other  improvements  at the former CPF locations  together with
$7.2 million of construction in progress on two warehouse  expansion projects in
Janesville and Cambria, Wisconsin.

Financing Activities

Cash  used in  financing  activities  was  $20.2  million  in  2006  principally
consisting of the repayment of $17.0 million in long-term debt and the repayment
of $3.7 million in notes payable.

Cash  used  in  financing  activities  was  $9.2  million  in  2005  principally
consisting of the repayment of $21.9 million in long-term debt partially  offset
by the $9.1 million in proceeds from long-term  debt. Cash provided by financing
activities was $23.9 million in 2004.  During 2004, we borrowed cash to fund the
CPF acquisition.

RESULTS OF OPERATIONS

Fiscal 2006 versus Fiscal 2005

Classes of similar
products/services:                 2006        2005        2004
                                   ----       -----        ----
                                          (In thousands)
Net Sales:
GMOI                           $240,490    $225,527    $247,992
Canned vegetables               573,779     574,802     579,103
Frozen vegetables                29,464      28,304      29,410
Fruit and chip products          26,640      23,358      22,838
Other                            13,450      12,283      11,507
- ---------------------------------------------------------------
                               $883,823    $864,274    $890,850
===============================================================


Net sales for fiscal 2006 increased $19.5 million, or 2%, from $864.3 million to
$883.8  million.  The increase  primarily  reflects a $14.9 million  increase in
sales to GMOI associated with the favorable growing  conditions in the summer of
2005  together  with a $3.3  million  increase in Fruit and Chip  Product  sales
reflecting  increased co-pack potato chip volume associated with improved market
conditions.

Cost of product sold as a percentage  of sales  decreased  from 92.6% in 2005 to
90.1% in 2006 primarily reflecting favorable  manufacturing variances associated
with the  excellent  growing  season which drove  improved crop yields and plant
recovery rates. Furthermore, the Company's overall cost structure benefited from
the  closure  of three  processing  facilities  in  connection  with  the  plant
restructuring program implemented in 2005.

Selling,  general and  administrative  expense  increased  slightly from 3.7% of
sales  in 2005 to 3.8% in  2006  principally  reflecting  strategic  initiatives
undertaken in the information technology area.

Plant restructuring costs decreased from $7.7 million in 2005 to $1.9 million in
2006 and are described in detail in the  Restructuring  section of  Management's
Discussion and Analysis of Financial Condition and Results of Operations.

Interest  expense  decreased from $16.6 million in 2005 to $15.8 million in 2006
primarily reflecting the scheduled repayment of long-term debt in 2006.


Other  expense of $1.1 million in 2006  primarily  reflects the effect of a $1.9
million non-cash loss on the disposal of property, plant and equipment which was
partially  offset by a $1.0  million gain on the sale of certain  fixed  assets.
Other income of $3.8 million in 2005  reflects the gain on the sale of Moog Inc.
stock of $3.9  million and the gain on the sale of certain  fixed assets of $0.6
million.  This  was  partially  offset  by a  non-cash  charge  of $0.7  million
reflecting  the  write-down  of deferred  financing  costs  associated  with the
reduction of the Revolver from $200 million to $125 million.

As a result of the above factors,  pre-tax earnings increased from $12.0 million
in 2005 to $35.5  million in 2006.  The effective tax rate was 38.0% in 2006 and
34.3% in 2005. The increase in the 2006 effective tax rate reflects the reversal
of certain tax reserves in 2005 which were no longer required.

Fiscal 2005 versus Fiscal 2004

Net sales for fiscal 2005 decreased $26.6 million, or 3%, from $890.9 million to
$864.3 million.  The decrease  primarily  reflects a planned  reduction of $22.5
million in GMOI production  which was exacerbated by the poor sweet corn growing
conditions  in the  summer  of 2004.  In  addition,  we  experienced  a  planned
reduction  of $15.0  million in canned  vegetable  co-pack  volume  reflecting a
strategic decision by the Company to exit certain unprofitable co-pack business.
Although 2004 included only 10 months of CPF acquisition-related sales activity,
the sales  retention rate from the  acquisition  was higher in 2004,  reflecting
volume associated with plants that were ultimately divested to Lakeside Foods.

Cost of product sold as a percentage  of sales  increased  from 92.2% in 2004 to
92.6% in 2005.  The  increase  in the  percentage  of the cost of  product  sold
reflects higher  production  costs in fiscal 2005  associated  with  unfavorable
manufacturing  variances  principally  the result of commodity  inflation in key
inputs such as steel,  natural gas,  and fuel.  In addition,  we  experienced  a
difficult  growing  season in fiscal 2005 due to lower average  temperatures  in
August which impacted crop yields,  plant recovery rates and further resulted in
certain  contracted  raw  produce  being  unable  to be  harvested.  The cost of
complying  with the  Sarbanes-Oxley  Act of 2002,  which totaled $2.5 million in
2005, was also a significant factor in the cost increase.  Furthermore, the cost
of a product recall,  initiated in the second quarter of 2005,  amounted to $1.4
million.  Finally,  we were unable to fully pass along those higher costs to our
customers,  since many of our customer  contracts are  semi-annual and annual in
nature.

Selling,  general and  administrative  expense remained at 3.7% of sales, as the
negative impact of the sales reduction was offset by effective expense control.

Plant  restructuring  costs were $7.7 million in 2005  primarily  involving  the
closure of three processing  facilities which are detailed in the  Restructuring
section  above.  As a result of the CPF  acquisition,  the  Company  was able to
complete plant consolidations which will result in substantial savings by moving
the volumes into other plants with minimal capital investment.

Interest  expense  increased from $16.1 million in 2004 to $16.6 million in 2005
primarily reflecting a full year of acquisition-related debt in 2005.

Other income of $3.8 million in 2005  reflects the gain on the sale of Moog Inc.
stock of $3.9 million and the sale of certain fixed assets of $0.6 million. This
was  partially  offset by a  non-cash  charge  of $0.7  million  reflecting  the
write-down  of deferred  financing  costs  associated  with the reduction of the
Revolver from $200 million to $125 million. Other income of $0.2 million in 2004
reflects the gain on the sale of certain fixed assets.

As a result of the above factors,  pre-tax earnings decreased from $20.5 million
in 2004 to $12.0  million in 2005.  The effective tax rate was 34.3% in 2005 and
37.0% in 2004.  The reduction in the 2005 effective tax reflects the reversal of
certain tax reserves which were no longer required.

Recently Issued Accounting Standards

In May  2005,  the FASB  issued  Statement  of  Accounting  Standards  No.  154,
Accounting Changes and Error Corrections ("SFAS 154"). SFAS 154 replaces APB No.
20, Accounting Changes,  and SFAS No. 3, Reporting Accounting Changes in Interim
Financial Statements,  and establishes  retrospective application of a change in
accounting  principle.  SFAS  154  provides  guidance  for  determining  whether
retrospective application is impracticable.  The reporting of a correction of an
error by restating previously issued financial statements is also addressed SFAS
154 is effective for accounting changes and corrections of errors made in fiscal
years  beginning  after December 15, 2005. The Company does not anticipate  that
the adoption of SFAS 154 will have a material effect on the Company's  financial
position or results of operations.

In November  2004,  the FASB issued  Statement of Accounting  Standards No. 151,
"Inventory  Costs,  and amendment of ARB No. 43,  Chapter 4" ("SFAS 151").  This
statement amends the guidance in ARB No. 43, "Inventory Pricing," to clarify the
accounting  for abnormal  amounts of idle facility  expense,  freight,  handling
costs,  and wasted  material  (spoilage).  SFAS 151 requires that those items be
recognized  as  current-period  charges  regardless  of  whether  they  meet the
criteria "so abnormal." In addition,  this statement requires that allocation of
fixed production  overheads to cost of conversion be based on normal capacity of
the  production  facilities.  The  provisions  of  SFAS  151  shall  be  applied
prospectively and are effective for inventory costs incurred during fiscal years
beginning after June 15, 2005, with earlier application  permitted for inventory
costs incurred  during fiscal years  beginning  after the date this Statement is
issued.  The  Company's  adoption of SFAS 151 is not expected to have a material
impact on the Company's financial position or results of operations.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

As a result of its regular borrowing activities, the Company's operating results
are  exposed to  fluctuations  in  interest  rates,  which it manages  primarily
through its regular  financing  activities.  The Company uses a revolving credit
facility  with  variable  interest  rates to finance  seasonal  working  capital
requirements. The Company maintains $6.0 million in cash equivalents as of March
31,  2006.  Long-term  debt is used to finance  long-term  investments,  such as
business  acquisitions,  and  principally  consists of secured notes payable and
capital lease  obligations.  Long-term debt bears interest at fixed and variable
rates. With $88.8 million in average variable-rate debt, a 1% change in interest
rates would have an $888  thousand  effect on interest  expense.  The  following
table provides  information about the Company's  financial  instruments that are
sensitive to changes in interest rates. The table presents  principal cash flows
and related weighted average interest rates by expected maturity date.  Weighted
average interest rates on long-term  variable-rate debt are based on rates as of
March 31, 2006. Weighted average interest rates on short-term variable-rate debt
are based on average rates throughout fiscal 2006.

Commodity Risk

The materials that the Company uses,  such as vegetables,  steel,  and packaging
materials  are  commodities  that may  experience  price  volatility  caused  by
external  factors   including  market   fluctuations,   availability,   currency
fluctuations, and changes in governmental regulations and agricultural programs.
These events can result in reduced  supplies of these  materials,  higher supply
costs,  or  interruptions  in our production  schedules.  If prices of these raw
materials  increase and the Company is not able to  effectively  pass such price
increases along to its customers,  operating  income will decrease.  In light of
the recent  volatility in steel  pricing,  a 5% change in steel unit costs would
equate to a $3.2 million cost impact.

The Company does not currently use derivative instruments to potentially alter
its interest rate or commodity risks.



 Interest Rate Sensitivity of Long-Term Debt, Short-Term Debt, and Short-Term Investments
                                 March 31, 2006
                                 (In thousands)

                             EXPECTED MATURITY DATE

                                                                                                                 Total/    Estimated
                                                                                                               Weighted      Fair
                                   2007          2008         2009         2010        2011     Thereafter      Average      Value
                                   ----          ----         ----         ----        ----     ----------     --------    ---------
                                                                                                   

Fixed-rate L/T debt:
   Principal cash flows        $  9,638     $   9,416     $  9,420     $ 37,933    $  5,626      $ 56,810     $ 128,843    $ 125,010
   Average interest rate           6.69%         6.98%        7.14%        7.89%       7.89%         7.70%         7.55%          --
Variable-rate L/T debt:
   Principal cash flows        $    150     $     150     $    150     $    150    $    150      $  22,780    $  23,530    $  23,530
   Average interest rate           3.35%         3.35%        3.35%        3.35%       3.35%          3.35%        3.31%          --
Average variable-rate S/T debt:
   Principal cash flows                                                                                       $  65,227    $  65,227
   Average interest rate                                                                                           5.38%          --
Short-term investments:
   Average balance                                                                                            $      34    $      34
   Average interest rate                                                                                           3.93%          --









Consolidated Statements of Net Earnings

Seneca Foods Corporation and Subsidiaries
(In thousands of dollars, except per share amounts)

Years ended March 31,                                                              2006                  2005                  2004
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                

Net sales                                                                     $ 883,823             $ 864,274            $  890,850
- -----------------------------------------------------------------------------------------------------------------------------------

Costs and expenses:
Cost of product sold                                                            796,224               800,002               821,604
    Selling, general, and administrative expense                                 33,322                31,726                32,770
    Plant restructuring                                                           1,920                 7,678                    --
                                                                             ------------------------------------------------------
      Total costs and expenses                                                  831,466               839,406               854,374
                                                                             ------------------------------------------------------
Operating income                                                                 52,357                24,868                36,476
Other expense (income), net                                                       1,115                (3,757)                 (207)
Interest expense, net of interest income of
  $286, $102, and $395, respectively                                             15,784                16,592                16,135
- -----------------------------------------------------------------------------------------------------------------------------------

Earnings before income taxes                                                     35,458                12,033                20,548
Income taxes                                                                     13,465                 4,126                 7,607
                                                                             ------------------------------------------------------
    Net earnings                                                              $  21,993             $   7,907            $   12,941
===================================================================================================================================

    Basic earnings per common share                                           $    1.97             $     .71            $     1.18
===================================================================================================================================

    Diluted earnings per common share                                         $    1.96             $     .70            $     1.17
===================================================================================================================================

See notes to consolidated financial statements.








Consolidated Balance Sheets

Seneca Foods Corporation and Subsidiaries
(In thousands)

March 31,                                                                                  2006                                2005
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                       

Assets
Current Assets:
   Cash and cash equivalents                                                            $ 6,046                            $  5,179
   Accounts receivable, less allowance for doubtful accounts
     of $445 and $625, respectively                                                      46,618                              43,664
   Inventories:
     Finished products                                                                  220,185                             209,874
     In process                                                                          22,012                              17,168
     Raw materials and supplies                                                          65,095                              67,428
   Deferred income taxes                                                                  6,426                               5,669
   Assets held for sale                                                                   1,369                               1,451
   Refundable income taxes                                                                   --                               1,199
   Prepaid expenses                                                                       2,141                               7,192
                                                                                      ---------------------------------------------
         Total Current Assets                                                           369,892                             358,824
- -----------------------------------------------------------------------------------------------------------------------------------
Other assets                                                                              5,273                               2,381
Property, Plant, and Equipment:
   Land                                                                                   9,945                               9,981
   Building                                                                             119,937                             122,644
   Equipment                                                                            275,667                             296,512
                                                                                      ---------------------------------------------
                                                                                        405,549                             429,137
Less accumulated depreciation and amortization                                          257,048                             265,847
                                                                                      ---------------------------------------------
        Net Property, Plant, and Equipment                                              148,501                             163,290
- -----------------------------------------------------------------------------------------------------------------------------------
           Total Assets                                                                $523,666                            $524,495
===================================================================================================================================

Liabilities and Stockholders' Equity
Current Liabilities:
   Notes payable                                                                      $  57,029                            $ 60,733
   Accounts payable                                                                      35,163                              38,719
   Accrued expenses                                                                      32,312                              38,271
   Current portion of long-term debt and capital lease obligations                        9,788                              15,671
   Income taxes                                                                           6,090                                   --
                                                                                      ----------------------------------------------
       Total Current Liabilities                                                        140,382                             153,394
- -----------------------------------------------------------------------------------------------------------------------------------
Long-term debt, less current portion                                                    138,813                             148,318
Capital lease obligations, less current portion                                           3,773                               5,807
Other liabilities                                                                        15,381                              10,042
Deferred income taxes                                                                     7,538                              11,125
                                                                                      ---------------------------------------------
   Total Liabilities                                                                    305,887                             328,686
- -----------------------------------------------------------------------------------------------------------------------------------

Commitments and contingencies  (Note 14)
Stockholders' Equity:
   Preferred stock                                                                       54,486                              56,335
   Common stock                                                                           2,890                               2,859
                                                                                      ---------------------------------------------
     Total Capital Stock                                                                 57,376                              59,194
   Additional paid-in capital                                                            17,810                              15,992
   Retained earnings                                                                    142,593                             120,623
                                                                                      ---------------------------------------------
     Total Stockholders' Equity                                                         217,779                             195,809
- -----------------------------------------------------------------------------------------------------------------------------------
 Total Liabilities and Stockholders' Equity                                            $523,666                            $524,495
====================================================================================================================================










Consolidated Statements of Cash Flows
Seneca Foods Corporation and Subsidiaries
(In thousands)

Years ended March 31,                                                             2006                  2005                   2004
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                 

Cash flows from operating activities:
     Net earnings                                                              $21,993            $    7,907              $  12,941
Adjustments to reconcile net earnings to
     net cash provided by operations:
       Depreciation and amortization                                            23,793                29,178                 29,393
       Deferred income tax provision (benefit)                                  (4,344)               (1,552)                 1,107
       Gain on the sale of assets                                                 (966)               (4,469)                  (207)
        Impairment provision and other expenses                                  2,081                 5,673                     --
        Changes in operating assets and liabilities:
          Accounts receivable                                                   (2,591)                2,516                  9,991
          Inventories                                                          (12,822)              (24,187)               (41,122)
          Prepaid expenses                                                       5,051                 4,906                (10,782)
          Accounts payable, accrued expenses,
           and other liabilities                                                (7,640)               (1,218)                (1,686)
          Income taxes                                                           7,289                  (748)                 1,987
                                                                                ---------------------------------------------------
            Net cash provided by operations                                     31,844                18,006                  1,622
- -----------------------------------------------------------------------------------------------------------------------------------

Cash flows from investing activities:
     Additions to property, plant, and equipment                               (11,906)              (14,415)               (23,109)
     Proceeds from the sale of assets                                            1,215                 6,233                 48,808
     Business acquisition                                                           --                    --               (114,172)
     Cash received from business acquisition                                        --                    --                  2,560
                                                                           --------------------------------------------------------
       Net cash used in investing activities                                   (10,691)               (8,182)               (85,913)
- -----------------------------------------------------------------------------------------------------------------------------------

Cash flows from financing activities:
   Borrowings on notes payable                                                 311,481               285,425                396,568
   Payments on notes payable                                                  (315,185)             (283,087)              (363,548)
   Payments of long-term debt and capital lease obligations                    (17,039)              (21,856)               (51,903)
     Proceeds from issuance of long-term debt                                      397                 9,146                 42,562
   Other assets                                                                     83                 1,180                    221
   Preferred dividends paid                                                        (23)                  (23)                   (23)
                                                                           ---------------------------------------------------------
       Net cash (used in) provided by financing activities                     (20,286)               (9,215)                23,877
- -----------------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in cash and cash equivalents                               867                   609                (60,414)
Cash and cash equivalents, beginning of year                                     5,179                 4,570                 64,984
                                                                           --------------------------------------------------------
Cash and cash equivalents, end of year                                          $6,046              $  5,179              $   4,570
===================================================================================================================================

Supplemental disclosures of cash flow information: Cash paid during the year
   for:
     Interest                                                                  $15,260              $ 16,973              $  15,023
        Income taxes                                                            10,520                 6,425                  5,768
Supplemental information of non-cash investing and financing activities:
   $16.1 million of Preferred Stock was issued in partial consideration for the CPF acquisition in 2004. The Company assumed
   $9.1 million of long-term debt related to the CPF acquisition. The Company acquired a $3.6 million note receivable from the sale
   of the Washington corn processing facility.
====================================================================================================================================


See notes to consolidated financial statements.








Consolidated Statements of Stockholders' Equity

Seneca Foods Corporation and Subsidiaries
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

                                                     Preferred Stock
                                -----------------------------------------------------------
                                          6%            10%
                              Cumulative Par     Cumulative
                   -------------------------            Par  Participating   Participating        Class A        Class B  Additional
                                  Value $.25    Value $0.25    Convertible     Convertible   Common Stock   Common Stock    Paid-In
                             Callable at Par    Convertible            Par             Par      Par Value      Par Value    Capital
                                      Voting         Voting    Value $.025     Value $.025           $.25           $.25
- ------------------ -------------------------- -------------- -------------- --------------- -------------- -------------- ----------
                                                                                                     

Shares Authorized                    200,000      1,400,000        967,742       4,166,667     20,000,000     10,000,000
================== ========================== ============== ============== =============== ============== ==============

Shares issued and
  Outstanding:
- ------------------ -------------------------- -------------- -------------- --------------- -------------- --------------
March 31, 2004                       200,000        807,240        967,742       3,443,596      3,950,380      2,764,005
- ------------------ -------------------------- -------------- -------------- --------------- -------------- --------------
March 31, 2005                       200,000        807,240        967,742       3,443,359      3,951,717      2,762,905
- ------------------ -------------------------- -------------- -------------- --------------- -------------- --------------
March 31, 2006                       200,000        807,240        853,500       3,436,809      4,074,509      2,760,905
================== ========================== ============== ============== =============== ============== ==============

- ------------------------------------ -------- -------------- -------------- --------------- -------------- -------------- ----------
Balance March 31, 2003                   $50            $20             $--         $41,586           $978         $1,871    $14,616
   Net earnings                           --             --              --              --             --             --         --
   Cash dividends paid
     on preferred stock                   --             --              --              --             --             --         --
   Preferred stock conversion             --             --              --            (500)            10             --        490
   Preferred stock issued                 --             --          15,000              --             --             --      1,065
   Minimum pension liability
     (net of tax $477)                    --             --              --              --             --             --         --
   Preferred stock adjustment             --            182              --              --             --             --      (182)
   Net unrealized gain on
     investments (net of tax $658)        --             --              --              --             --             --         --
- ------------------------------------ -------- -------------- -------------- --------------- -------------- -------------- ----------
Balance March 31, 2004                    50            202          15,000          41,086            988          1,871     15,989

   Net earnings                           --             --              --              --             --             --         --
   Cash dividends paid
     on preferred stock                   --             --              --              --             --             --         --
   Preferred stock conversion             --             --              --              (3)            --             --          3
   Net unrealized gain on
     investments (net of
     tax $16)                             --             --              --              --             --             --         --
   Net reclassification of
     accumulated
     Other comprehensive income
     (net of tax $1,160)                  --             --              --              --             --             --         --
- ------------------------------------ -------- -------------- -------------- --------------- -------------- -------------- ----------
Balance March 31, 2005                    50            202         15,000          41,083            988          1,871     15,992

   Net earnings                           --             --             --              --             --             --         --
   Cash dividends paid
     on preferred stock                   --             --             --              --             --             --         --
   Preferred stock conversion             --             --         (1,771)            (78)            31             --      1,818
- ------------------------------------ -------- -------------- -------------- --------------- -------------- -------------- ----------
Balance March 31, 2006                   $50           $202        $13,229         $41,005         $1,019         $1,871    $17,810
==================================== ======== ============== ============== =============== ============== ============== ==========




                        Accumulated
                              Other
                      Comprehensive  Retained  Comprehensive
                             Income  Earnings         Income

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

Shares Authorized
==================

Shares issued and
  Outstanding:
- ------------------
March 31, 2004
- ------------------
March 31, 2005
- ------------------
March 31, 2006
==================

- ------------------   ------------ ------------ -----------
Balance March 31,            $422       99,821
   Net earnings                --       12,941     $12,941
   Cash dividends paid
     on preferred stock        --          (23)         --
   Preferred stock conversion  --           --          --
   Preferred stock issued      --           --          --
   Minimum pension liability
     (net of tax $477)        778           --         778
   Preferred stock adjustment  --           --          --
   Net unrealized gain on
     investments (net of tax 1,124           --       1,124
- --------------------- ------------ ------------ -----------
Balance March 31, 2004       2,324      112,739     $14,843
                                                    =======
   Net earnings                 --        7,907      $7,907
   Cash dividends paid
     on preferred stock         --          (23)         --
   Preferred stock conversion   --           --          --
   Net unrealized gain on
     investments (net of
     tax $16)                   32           --          32
   Net reclassification of
     accumulated
     Other comprehensive income
     (net of tax $1,160)    (2,356)          --      (2,356)
- ------------------------- -------- ------------ -----------
Balance March 31, 2005          --      120,623      $5,583
                                                     ======
   Net earnings                 --       21,993     $21,993
   Cash dividends paid
     on preferred stock         --         (23)          --
   Preferred stock conversion   --          --           --
- ----------------------------- -------- ---------  ---------
Balance March 31, 2006         $--     $142,593     $21,993
========================= ======== ============ ===========



See notes to consolidated financial statements.









Notes to Consolidated Financial Statements

Seneca Foods Corporation and Subsidiaries

1.  Summary of Significant Accounting Policies

Nature of Operations - Seneca Foods Corporation and subsidiaries ("The Company")
conducts its business  almost entirely in food  processing,  operating 27 plants
and warehouses in seven states.  The Company  markets  branded and private label
processed foods to retailers and institutional food distributors.

Principles of Consolidation - The consolidated  financial statements include the
accounts for the parent Company and all of its wholly-owned  subsidiaries  after
elimination of intercompany transactions, profits, and balances.

Revenue Recognition - Sales and related cost of product sold are recognized when
legal  title  passes to the  purchaser,  which is  primarily  upon  shipment  of
products.  When customers,  under the terms of specific orders, request that the
Company  invoice  goods and hold the  goods for  future  shipment,  the  Company
recognizes  revenue when legal title to the finished goods  inventory  passes to
the  purchaser.  Generally,  the Company  receives cash from the purchaser  when
legal title passes.  During the year ended 2006, the Company sold for cash, on a
bill and hold basis,  $197.6 million of Green Giant finished goods  inventory to
GMOI. At the time of the sale of the Green Giant  vegetables  to GMOI,  title of
the specified  inventory  transferred to GMOI. In addition,  the  aforementioned
finished goods  inventory was complete,  ready for shipment and segregated  from
the Company's other finished goods inventory. Further, the Company had performed
all of its  obligations  with respect to the sale of the  specified  Green Giant
finished goods inventory.

Trade  promotions  are an important  component of the sales and marketing of the
Company's  branded  products,  and are critical to the support of the  business.
Trade promotion costs,  which are recorded as a reduction of net sales,  include
amounts paid to encourage  retailers to offer temporary price reductions for the
sale of our  products to  consumers,  amounts paid to obtain  favorable  display
positions in retailers' stores, and amounts paid to retailers for shelf space in
retail stores.  Accruals for trade promotions are recorded primarily at the time
of sale of product to the  retailer  based on  expected  levels of  performance.
Settlement of these liabilities typically occurs in subsequent periods primarily
through an authorized  process for  deductions  taken by a retailer from amounts
otherwise due to us. As a result, the ultimate cost of a trade promotion program
is dependent on the relative  success of the events and the actions and level of
deductions  taken by  retailers  for amounts they  consider  due to them.  Final
determination of the permissible deductions may take extended periods of time.

Concentration of Credit Risk - Financial  instruments  that potentially  subject
the Company to credit risk  consist of trade  receivables  and  interest-bearing
investments.  Wholesale  and retail  food  distributors  comprise a  significant
portion of the trade  receivables;  collateral  is  generally  not  required.  A
relatively  limited  number of customers  account for a large  percentage of our
total  sales.  GMOI sales  represented  27%,  26% and 28% of net sales in fiscal
2006,  2005  and  2004,   respectively.   The  top  ten  customers   represented
approximately  55%,  52% and 49%, of net sales for fiscal  2006,  2005 and 2004,
respectively.  The Company closely  monitors the credit risk associated with its
customers.   The  Company  places  substantially  all  of  its  interest-bearing
investments with financial  institutions and monitors credit exposure.  Cash and
short-term  investments in certain  accounts  exceed the federal  insured limit,
however, the Company has not experienced any losses in such accounts.

Cash and Cash Equivalents - The Company considers all highly liquid  instruments
purchased  with an  original  maturity  of three  months  or less as  short-term
investments.

Inventories  -  Inventories  are stated at lower of cost;  determined  under the
first-in,  first-out (FIFO) method; or market.

Income Taxes - The provision for income taxes includes  federal and state income
taxes  currently  payable and those  deferred  because of temporary  differences
between the financial  statement and tax bases of assets and liabilities and tax
credit carryforwards.

Shipping  and  Handling  Costs - The Company  includes all shipping and handling
costs billed to customers  in net sales and the  corresponding  costs in cost of
product sold.

Doubtful  Accounts - A provision for doubtful accounts is recorded based upon an
assessment of credit risk within the accounts receivable  portfolio,  experience
of  delinquencies  (accounts  over 15 days past due) and  charge-offs  (accounts
removed from accounts  receivable for expectation of  non-payment),  and current
market conditions.  Management believes these provisions are adequate based upon
the relevant information  presently available.  However, it is possible that the
Company's provisions may change in the future.

Earnings per Common Share - The Company has two classes of convertible preferred
stock,  which are deemed to be  participating  securities  that are  entitled to
participate  in any dividend on Class A common stock as if the  preferred  stock
had been  converted into common stock  immediately  prior to the record date for
such  dividend.  Basic  earnings per share for common  stock must be  calculated
using the  "two-class"  method by  dividing  the  earnings  allocated  to common
stockholders  by the weighted  average of common shares  outstanding  during the
period.

Diluted  earnings  per share is  calculated  by dividing  earnings  allocated to
common stockholders by the sum of the weighted average common shares outstanding
plus the dilutive effect of convertible preferred stock using the "if-converted"
method, which treats the  contingently-issuable  shares of convertible preferred
stock as common stock.

Years ended March 31,                  2006      2005       2004
- ----------------------------------------------------------------
                        (In thousands, except per share amounts)
Basic

Net earnings                        $21,993    $7,907    $12,941
  Deduct preferred stock dividends
  paid                                   23        23         23
                                   -----------------------------

Undistributed earnings               21,970     7,884     12,918
Earnings allocated to participating
   preferred                          8,522     3,126      5,035
                                    ----------------------------

Earnings allocated to common
   shareholders                     $13,448    $4,758   $  7,883
================================================================
Weighted average common shares
   outstanding                        6,811     6,714      6,691
================================================================
Basic earnings per common share       $1.97    $  .71   $   1.18
================================================================
Diluted

Earnings allocated to common
   shareholders                     $13,448    $4,758   $  7,883
Add dividends on convertible
  preferred stock                        20        20         20
                                    ----------------------------

Earnings applicable to common
  stock on a diluted basis          $13,468    $4,778   $  7,903
================================================================

Weighted average common shares
  outstanding-basic                   6,811     6,714      6,691
Additional shares to be issued under
  full conversion of preferred stock     67        67         67
                                     ---------------------------

Total shares for diluted              6,878     6,781      6,758
================================================================

Diluted earnings per share         $   1.96    $  .70   $   1.17
================================================================







Depreciation  and Valuation - Property,  plant, and equipment are stated at cost
or, in the case of capital  leases,  the present value of future lease payments.
For financial reporting, the Company provides for depreciation and capital lease
amortization  on the  straight-line  method at rates  based  upon the  estimated
useful lives of the various  assets on term of lease,  if shorter.  Depreciation
and capital lease amortization was $23,011,000,  $28,503,000, and $28,676,000 in
fiscal 2006,  2005, and 2004,  respectively.  The estimated  useful lives are as
follows: buildings - 30 years; machinery and equipment - 10-15 years; vehicles -
3-7 years; and land improvements - 10-20 years.  Impairment losses are evaluated
if the net present value of the cash flows are less than carrying  value. A loss
is recognized  when the carrying  value of an asset exceeds its fair value.  The
Company  assesses its  long-lived  assets for  impairment  whenever  there is an
indicator of  impairment.  There were $79,000 of  impairment  loses in 2006 that
were included in Plant Restructuring. There were $4,960,000 of impairment losses
in 2005 that were included in Plant Restructuring (see Plant Restructuring, note
15). There were no impairment  losses in 2004.  Assets held for sale are carried
at the lower of estimated fair value less selling costs or depreciated  value at
date of determination to sell.

Use of Estimates in the Preparation of Financial Statements - The preparation of
financial  statements  in conformity  with U.S.  generally  accepted  accounting
principles requires management to make estimates and assumptions that affect the
reported  amount of assets and  liabilities  and the  disclosure  of  contingent
assets and liabilities at the date of the financial  statements,  as well as the
related revenues and expenses during the reporting period.  Actual amounts could
differ from those estimated.

Recently Issued Accounting Standards - In May 2005, the FASB issued Statement of
Accounting  Standards No. 154,  Accounting  Changes and Error Corrections ("SFAS
154").  SFAS 154  replaces  APB No.  20,  Accounting  Changes,  and SFAS No.  3,
Reporting  Accounting Changes in Interim Financial  Statements,  and establishes
retrospective application of a change in accounting principle. SFAS 154 provides
guidance for determining whether retrospective application is impracticable. The
reporting of a correction of an error by restating  previously  issued financial
statements is also addressed  SFAS 154 is effective for  accounting  changes and
corrections  of errors made in fiscal years  beginning  after December 15, 2005.
The  Company  does not  anticipate  that the  adoption  of SFAS 154 will  have a
material effect on the Company's financial position or results of operations.

In November  2004,  the FASB issued  Statement of Accounting  Standards No. 151,
"Inventory  Costs,  and amendment of ARB No. 43,  Chapter 4" ("SFAS 151").  This
statement amends the guidance in ARB No. 43, "Inventory Pricing," to clarify the
accounting  for abnormal  amounts of idle facility  expense,  freight,  handling
costs,  and wasted  material  (spoilage).  SFAS 151 requires that those items be
recognized  as  current-period  charges  regardless  of  whether  they  meet the
criteria "so abnormal." In addition,  this statement requires that allocation of
fixed production  overheads to cost of conversion be based on normal capacity of
the  production  facilities.  The  provisions  of  SFAS  151  shall  be  applied
prospectively and are effective for inventory costs incurred during fiscal years
beginning after June 15, 2005, with earlier application  permitted for inventory
costs incurred  during fiscal years  beginning after the date this Statement was
issued.  The  Company's  adoption of SFAS 151 is not expected to have a material
impact on the Company's financial position or results of operations.

2.  Acquisition

On May 27, 2003, the Company completed its acquisition of 100% of the membership
interest in Chiquita  Processed  Foods,  L.L.C.  ("CPF")  from  Chiquita  Brands
International,  Inc.  The  primary  reason  for the  acquisition  was to acquire
additional  production capacity in the Canned Vegetable  business.  The purchase
price totaled $126.1 million plus the  assumption of certain  liabilities.  This
acquisition was financed with cash, proceeds from a new $200.0 million revolving
credit facility,  and $16.1 million of the Company's  Participating  Convertible
Preferred  Stock.  The Preferred Stock is convertible into the Company's Class A
Common Stock on a one-for-one  basis.  The Preferred  Stock was valued at $16.60
per share based on the market  value of the Class A Common Stock at the time the
acquisition was announced.

As part of this  acquisition,  the Company assumed and immediately paid off most
of CPF's debt and capital  lease  obligations  with proceeds from the new $200.0
million revolving credit facility.

The Company sold three former CPF plants and related  assets to Lakeside  Foods,
Inc. on June 17,  2003.  The Company  sold one  additional  former CPF plant and
related assets to Lakeside  Foods,  Inc. on August 6, 2003.  The  aforementioned
sales to Lakeside Foods, Inc. generated $46 million in cash proceeds,  which was
used to pay down debt.  The Company sold  additional  plant  locations that were
designated as assets held for sale during 2005 and 2004.

3.  Line of Credit

The Company obtains required  short-term  funds through bank borrowings.  On May
27, 2003, in connection  with the acquisition of CPF, the Company entered into a
$200 million  five-year  floating rate secured  revolving  credit  facility (the
"Revolver")  with  various  banks.  During 2005,  the Company  provided its bank
lenders  with notice to reduce the Revolver  from $200 million to $125  million.
During 2006,  the Company and its lenders  extended the term of the Revolver for
an  additional  year with a final  maturity date of May 27, 2009 and the Company
provided  its  lenders  with  notice to further  reduce the  Revolver  from $125
million to $100 million.  Subsequent to the 2006  year-end,  the Company and its
lenders  extended the term of the Revolver  for an  additional  two years with a
final  maturity  date of July 31, 2011.  As of March 31, 2006,  the  outstanding
balance of the Revolver was  $57,029,000,  with a weighted average interest rate
of 6.32%,  and is included in notes payable on the  Consolidated  Balance Sheet.
The Revolver is secured by accounts  receivable  and  inventory  with a carrying
value of  $353,910,000.  There were  $60,733,000  in bank  borrowings  under the
Revolver at March 31, 2005. The Company had  $5,937,000 of  outstanding  standby
letters  of  credit  as of  March  31,  2006  and  2005  that  reduce  borrowing
availability  under the Revolver.  See Note 4,  Long-Term  Debt,  for additional
comments related to the Revolver.

4.  Long-Term Debt
                                                 2006      2005
                                             ------------------
                                                 (In thousands)
Secured note payable to insurance company,
   8.03%, due through 2014                  $  67,816 $  70,862
Secured subordinated promissory
   note, 8.00%, due through 2010               42,618    46,583
Secured Industrial Revenue Development Bonds,
   4.89% and 3.53%, due through 2029           22,630    22,630
Secured promissory note,
   6.35%, due through 2020                      7,438     7,782
Secured Industrial Revenue Development Bond,
   5.69%, due through 2010                      2,550     3,173
Secured notes payable to utility company,
   3.00%, due through 2011                      1,414     2,295
Other                                           3,463     9,889
                                            -------------------
                                              147,929   163,214
Less current portion                            9,116    14,896
                                            -------------------
                                            $ 138,813 $ 148,318
                                            ===================

Our credit facilities,  including the Revolver,  contain covenants that restrict
our  ability  and  the  ability  of  our   subsidiaries   to  incur   additional
indebtedness;  pay  dividends  on and  redeem  our  capital  stock;  make  other
restricted  payments,  including  investments;  sell our  assets;  incur  liens;
transfer all or substantially all of our assets;  and enter into  consolidations
or mergers.  Our credit  facilities  also require us to meet  certain  financial
tests,  including minimum fixed charge coverage,  minimum interest coverage, and
maximum total debt ratios.  These financial  requirements  and ratios  generally
become  more  restrictive   over  time,   subject  to  allowances  for  seasonal
fluctuations.  We are in compliance with all such financial covenants,  and were
in compliance  therewith as of March 31, 2006.  The most  restrictive  financial
covenant in the credit agreements is the minimum fixed charge coverage ratio.

As of March 31, 2006, the most restrictive  credit  agreement  limitation on the
Company's  payment of dividends  and other  distributions,  such as purchases of
shares,  to  holders  of  Class A or Class B Common  Stock  is an  annual  total
limitation of $500,000  reduced by aggregate annual dividend  payments  totaling
$23,000,  which  the  Company  presently  pays  on two  outstanding  classes  of
preferred stock.

The Company has five Industrial Revenue Bonds ("IRB's") totaling $23,530,000,
which are secured by direct pay letters of credit. The interest rates in the
table above reflect the direct pay letters of credit costs and amortization of
other related costs for those IRB's. Other than the five IRB's above, the
carrying value of assets pledged for secured debt, including the $100 million
Revolver is $433,795,000.

During the quarter  ended  September  27,  2003,  the Company  refinanced  $42.5
million of debt  outstanding  under the revolving  credit facility with new term
debt from an insurance company.  The new term debt from the insurance company of
$42.5 million,  when combined with the refinancing of existing insurance company
debt  of  $32.5  million,   has  an  interest  rate  of  8.03%,  a  fifteen-year
amortization and a ten-year term.

Debt repayment requirements for the next five fiscal years are:

                        (In thousands)
                   2007             $  9,116
                   2008                8,972
                   2009                9,169
                   2010               37,663
                   2011                5,346
                   Thereafter         77,663
                                    --------
                                    $147,929
                                    ========

5.  Leases

The Company leases a portion of its equipment and buildings.  Capitalized leases
consist  primarily  of limited  obligation  special  revenue  bonds,  which bear
interest  rates  from  1.42%  to  4.75%.  Other  leases  include  non-cancelable
operating  leases expiring at various dates through 2016.  Generally,  operating
leases provide for early purchase options one year prior to expiration.

Leased assets under capital leases consist of the following:

                                              2006         2005
- ---------------------------------------------------------------
                                               (In thousands)

Land                                       $    67      $    67
Buildings                                    1,033        1,033
Equipment                                   11,262       11,476
                                           --------------------
                                            12,362       12,576
Less accumulated amortization               11,026       10,651
                                           --------------------
                                           $ 1,336      $ 1,925
===============================================================

The following is a schedule, by year, of minimum rental payments due under
leases as of March 31, 2006:

                                         Operating      Capital
                                             (In thousands)
Years ending March 31:
  2007                                    $ 18,689        $ 841
  2008                                      16,062          744
  2009                                      13,513          534
  2010                                      11,797          536
  2011                                       9,036          529
  2012-2016                                 12,113        2,132
                                            -------------------
Total minimum payment required             $81,210        $5,316
==================================================

Less interest                                                871
                                                           -----
  Present value of minimum lease payments                  4,445
Amount due within one year                                   672
                                                           -----
  Long-term capital lease obligations                   $  3,773
================================================================

Rental expense in fiscal 2006, 2005, and 2004 was $23,999,000,  $23,059,000, and
$20,538,000, respectively.

6.  Income Taxes

The Company  files a  consolidated  income tax return.  The provision for income
taxes is as follows:

                                  2006        2005         2004
- ---------------------------------------------------------------
                                        (In thousands)
Current:
    Federal                    $14,852     $ 4,489      $ 4,938
    State                        2,957       1,189        1,562
                              ---------------------------------
                                17,809       5,678        6,500
                              ---------------------------------

Deferred:
    Federal                     (3,898)     (1,448)       1,009
    State                         (446)       (104)          98
                               --------------------------------
                                (4,344)     (1,552)       1,107
                               --------------------------------
Total income taxes             $13,465     $ 4,126      $ 7,607
===============================================================

A  reconciliation  of the expected U.S.  statutory  rate to the  effective  rate
follows:

                                      2006      2005     2004
- -------------------------------------------------------------
Computed (expected tax rate)           35.0%    35.0%    35.0%
   State income taxes (net of
   federal tax benefit)                 4.5      5.9      5.2
Manufacturer's deduction               (1.6)       --      --
Reversal of tax reserves               (1.0)    (4.2)      --
Other permanent differences
    not deductible                      0.4      1.7      1.1
Tax-exempt income                      (0.3)      --     (0.7)
Other                                   1.0     (4.1)    (3.6)
                                       ----------------------
  Effective income tax rate            38.0%    34.3%   37.0%
============================================================

The  following  is a summary  of the  significant  components  of the  Company's
deferred income tax assets and liabilities as of March 31, 2006 and 2005:

                                             2006          2005
- ---------------------------------------------------------------
                                               (In thousands)
Deferred income tax liabilities:
   Property basis and
     depreciation difference              $11,504       $14,178
   Other                                      264           142
                                          ---------------------
                                           11,768        14,320

Deferred income tax assets:
   Inventory valuation                      1,238           704
   Employee benefits                        2,810         2,667
   Pension                                  4,073         3,028
   Insurance                                2,138         1,963
   Deferred gain on sale/leaseback            331           405
   Severance                                   66            97
                                          ---------------------
                                           10,656         8,864
                                          ---------------------
       Net deferred income tax liability  $ 1,112      $  5,456
===============================================================

Net current  deferred income tax assets of $6,426,000 and $5,669,000 as of March
31, 2006 and 2005,  respectively,  are  recognized in the  Consolidated  Balance
Sheets.  Also recognized are net non-current  deferred income tax liabilities of
$7,538,000 and $11,125,000 as of March 31, 2006 and 2005, respectively.

7.  Stockholders' Equity

Preferred  Stock - The Company  has issued two  classes of voting  participating
convertible  preferred stock, par values of $.025,  which are convertible at the
holders'  option on a  one-for-one  basis into  shares of Class A Common  Stock,
subject to  antidilution  adjustments.  Both  classes  have the right to receive
dividends and  distributions  at a rate equal to the amount of any dividends and
distributions  declared or made on the Class A Common Stock.  No dividends  were
declared  or paid on this  preferred  stock in  fiscal  2006,  2005 or 2004.  In
addition, this preferred stock has certain distribution rights upon liquidation.

One class of  participating  preferred stock has a liquidation  value of $12 per
share and has 3,436,809 shares outstanding as of March 31, 2006 after conversion
of 6,550 shares into Class A Common Stock during  fiscal 2006.  The second class
of  participating  preferred  stock was issued as partial  consideration  of the
purchase  price  in the CPF  acquisition.  The  967,742  shares  issued  in that
acquisition  were valued at $16.60 per share which  represented  the then market
value  of the  Class A  Common  Stock  into  which  the  preferred  shares  were
immediately convertible.  This class of shares has a liquidation value of $15.50
per  share  and has  853,500  shares  outstanding  as of March  31,  2006  after
conversion of 114,242 shares into Class A Common Stock during fiscal 2006.

The Company  also has an  aggregate  of  2,633,333  shares of  non-participating
preferred  stock  authorized for issuance.  There are three classes of preferred
stock designated as of March 31, 2006, including 1,000,000 shares of Class A 10%
cumulative,  convertible, voting preferred stock ("Class A preferred"),  400,000
shares of Class B 10% cumulative,  convertible, voting preferred stock ("Class B
Preferred")  and 200,000 shares of 6% cumulative,  voting  preferred  stock ("6%
preferred").  Each share of designated  preferred stock has as many votes as the
number of common shares into which it is convertible and a stated value of $0.25
per share.

There are 407,240 shares of Class A preferred  issued and outstanding with a par
value of $.025 which are convertible  into one share of Class A Common Stock and
one share of Class B Common  stock  for  every 20  shares of Class A  preferred.
There are 400,000 shares of Class B preferred  issued and outstanding with a par
value of $.025 which are convertible  into one share of Class A Common Stock and
one share of Class B Common  stock  for  every 30  shares of Class B  preferred.
There are 200,000 shares of 6% preferred issued and outstanding with a par value
of $.25,  which are callable at their par value at any time at the option of the
Company.  The  Company  paid  dividends  of  $20,181  on the Class A and Class B
preferred  and $3,000 on the 6% preferred  during each of fiscal 2006,  2005 and
2004.

Common  Stock - The  Class A Common  Stock  and the  Class B Common  Stock  have
substantially identical rights with respect to any dividends or distributions of
cash or property  declared on shares of common stock, and rank equally as to the
right to receive  proceeds on  liquidation  or  dissolution of the Company after
payment of the Company's  indebtedness  and liquidation  right to the holders of
preferred  shares.  However,  holders of Class B Common Stock retain a full vote
per share,  whereas  the holders of Class A Common  Stock have voting  rights of
1/20th  of one vote per share on all  matters  as to which  shareholders  of the
Company are entitled to vote.

Unissued shares of common stock reserved for conversion privileges of designated
non-participating  preferred stock were 33,695 of both Class A and Class B as of
March 31, 2006 and 2005. Additionally, there were 4,290,309 and 4,411,101 shares
of Class A reserved for conversion of the  Participating  Preferred  Stock as of
March 31, 2006 and 2005, respectively.

8.  Retirement Plans

The Company has a  noncontributory  defined  benefit  pension plan  covering all
employees  who meet certain  age-entry  requirements  and work a stated  minimum
number of hours per year.  Annual  contributions are made to the Plan sufficient
to satisfy legal funding requirements.







The following tables provide a reconciliation of the changes in the Plan's
benefit obligation and fair value of plan assets over the two-year period ended
March 31, 2006 and a statement of the funded status as of March 31, 2006 and
2005:

                                                    2006        2005
- --------------------------------------------------------------------
                                                    (In thousands)
Change in Benefit Obligation

Benefit obligation at beginning of year          $ 74,683    $ 66,991
Service cost                                        3,998       3,050
Interest cost                                       4,124       3,987
Actuarial gain                                      1,414       3,877
Benefit payments and expenses                      (2,959)     (3,222)
- ---------------------------------------------------------------------
Benefit obligation at end of year                $ 81,260    $ 74,683
=====================================================================


Change in Plan Assets

Fair value of plan assets at beginning of year   $ 62,972    $ 59,687
Actual return on plan assets                        6,658       3,686
Employer contributions                                 --       2,821
Benefit payments and expenses                      (2,959)     (3,222)
- ---------------------------------------------------------------------
Fair value of plan assets at end of year         $ 66,671    $ 62,972
=====================================================================

                                              2006        2005
                                              ----        ----
                                              (In thousands)
Funded Status

Funded status at end of year              $(14,589)   $(11,711)
Unrecognized transition asset               (1,609)     (1,885)
Unrecognized loss                            6,419       6,336
- --------------------------------------------------------------
Accrued benefit cost                      $ (9,779)   $ (7,260)
==============================================================

The following table provides the components of net periodic benefit cost for the
Plan for fiscal years 2006, 2005, and 2004:

                                       2006      2005     2004
- --------------------------------------------------------------
                                          (In thousands)
Service cost                        $ 3,998    $3,050  $ 2,545
Interest cost                         4,124     3,987    3,519
Expected return on plan assets       (5,377)   (5,183)  (3,850)
Amortization of transition asset       (276)     (276)    (276)
Amortization of net gain                 50         --      649
- ---------------------------------------------------------------
Net periodic benefit cost           $ 2,519    $1,578  $ 2,587
==============================================================

The Plan's accumulated benefit obligation was $72,552,000 at March 31, 2006, and
$66,941,000 at March 31, 2005.

The prior service costs are amortized on a straight-line  basis over the average
remaining service period of active  participants.  Gains and losses in excess of
10% of the greater of the benefit  obligation  and the  market-related  value of
assets  are  amortized  over the  average  remaining  service  period  of active
participants.

The assumptions  used to measure the Company's  benefit  obligation are shown in
the following table:

                                               2006       2005
                                               ----       ----
Discount rate                                  5.50%      5.75%
Expected return on plan assets                 8.75%      8.75%
Rate of compensation increase                  3.50%      3.50%

                                  Target     Percentage of Plan
                                 Allocation  Assets at March 31,
                                  2007       2006         2005
- --------------------------------------------------------------
Plan Assets:
    Equity Securities                99%         98%        99%
    Debt Securities                  --          --         --
    Real Estate                      --          --         --
     Cash                             1           2          1
                                 -----------------------------
      Total                         100%        100%       100%
==============================================================

Expected Return on Plan Assets
The expected rate of return on Plan assets is 8.75%.  The Company  expects 8.75%
to fall within the 40-to-50 percentile range of returns on investment portfolios
with asset  diversification  similar to that of the pension  plan's target asset
allocation.

Investment Policy and Strategy
The Company  maintains an investment policy designed to achieve a long-term rate
of  return,   including   investment   income   through   dividends  and  equity
appreciation,  sufficient  to meet the  actuarial  requirements  of the  pension
plans.  The Company  seeks to  accomplish  its return  objectives  by  prudently
investing in a  diversified  portfolio  of public  company  equities  with broad
industry  representation seeking to provide long-term growth consistent with the
performance of relevant market indices, as well as maintain an adequate level of
liquidity  for pension  distributions  as they fall due.  The  strategy of being
fully  invested in equities has  historically  provided  greater rates of return
over extended  periods of time. The Plan holds the Company's common stock with a
fair market value of $5,310,000 as of March 31, 2006.

Cash Flows

The Company does not expect to have to fund the Plan in 2007.

Estimated future benefit payments reflecting expected future service for the
fiscal years ending March 31:

                  2007                      $  3,077
                  2008                         3,256
                  2009                         3,489
                  2010                         3,621
                  2011                         3,855
                  2012-2016                   22,290

The Company has Employees'  Savings Plans 401(k) covering all employees who meet
certain  age-entry  requirements  and work a stated  minimum number of hours per
year.  Participants may make  contributions up to the legal limit. The Company's
matching  contributions are  discretionary.  Costs charged to operations for the
Company's  matching  contributions  amounted  to  $1,240,000,   $1,519,000,  and
$1,708,000, in fiscal 2006, 2005, and 2004, respectively.

9.  Fair Value of Financial Instruments

The carrying amount and estimated fair values of the Company's debt are
summarized as follows:

                                2006                2005
                        ---------------------------------------
                        Carrying  Estimated  Carrying Estimated
                          Amount Fair Value    Amount Fair Value
- ----------------------------------------------------------------
                                      (In thousands)
Long-term debt, including
  current portion       $147,929   $144,836  $163,214  $159,211
Notes payable             57,029     57,029    60,733    60,733
Capital leases, including
  current portion          4,445      3,704     6,582     5,796

The estimated fair values were determined as follows:

     Long-term debt and capital lease obligations - The quoted market prices for
     similar debt or current rates offered to the company for debt with the same
     maturities.

     Notes payable - The carrying amount approximates fair value due to the
     short-term maturity of the notes.

All other financial instruments of the Company have estimated fair value equal
to carrying cost due to the short-term nature of these instruments.

10. Common Stock of Moog Inc.

During 2005,  the Company sold its  investment  in the common stock of Moog Inc.
The sale provided proceeds of $4,578,000 and a realized gain of $3,862,000.  The
Company's  investment  in the  Class  B  Common  Stock  of Moog  Inc.,  totaling
$4,465,000  as of March 31, 2004,  was included in  marketable  securities.  The
gross  unrealized  holding gains were $3,749,000 and $1,967,000 in 2004 and 2003
respectively.

11.  Other Income and Expense

Other  income  in  2006  consisted  of a gain of  $427,000  from  the  sale of a
processing  facility in  Washington  and  $539,000  from the sale of a warehouse
located  in  Oregon.  Other  expenses  in 2006  include a  non-cash  loss on the
disposal of property,  plant and equipment of $1,938,000 and a $143,000 non-cash
charge  reflecting  the  write  down of the  corresponding  pro-rata  amount  of
deferred  financing  cost due to reducing the Revolver from $125 million to $100
million.

Other income in 2005 consisted of a gain on the sale of Moog stock of $3,862,000
and a gain of the sale of  certain  fixed  assets of  $607,000.  Other  expenses
included  a  $712,000   non-cash  charge   reflecting  the  write  down  of  the
corresponding  pro-rata  amount of deferred  financing  cost due to reducing the
Revolver from $200 million to $125 million.

12.  Segment Information

The Company  manages its business on the basis of one  reportable  segment - the
processing  and sale of  vegetables.  The Company  markets  its  product  almost
entirely  in the United  States.  The Company  has an  Alliance  Agreement  with
General Mills  Operations,  Inc. (GMOI) whereby the Company processes canned and
frozen  vegetables for GMOI under the Green Giant brand name.  GMOI continues to
be responsible for all of the sales,  marketing,  and customer service functions
for the Green Giant products.  In 2006,  2005, and 2004, the sale of Green Giant
vegetables  accounted  for  27%,  26%,  and  28% of  net  sales.  The  following
information  is presented in  accordance  with SFAS No. 131,  "Disclosure  about
Segments of an Enterprise and Related Information":

Classes of similar
products/services:                 2006        2005        2004
- ---------------------------------------------------------------
                                       (In thousands)
Net Sales:
GMOI                           $240,490    $225,527    $247,992
Canned vegetables               573,779     574,802     579,103
Frozen vegetables                29,464      28,304      29,410
Fruit and chip products          26,640      23,358      22,838
Other                            13,450      12,283      11,507
- ---------------------------------------------------------------
                               $883,823    $864,274    $890,850
===============================================================

The  vegetable  component,  consisting  of GMOI,  canned  vegetables  and frozen
vegetables,  represents  99%,  99% and 98% of  assets  and 92%,  101% and 98% of
pre-tax earnings in 2006, 2005 and 2004, respectively.

13.  Legal Proceedings and Other Contingencies

In the ordinary  course of its business,  the Company is made a party to certain
legal proceedings  seeking monetary  damages,  including  proceedings  involving
product liability claims,  worker's compensation and other employee claims, tort
and other general liability claims, for which it carries  insurance,  as well as
patent infringement and related litigation.  While it is not feasible to predict
or determine the ultimate outcome of these matters, the Company does not believe
that an adverse decision in any of these legal proceedings would have a material
adverse impact on its financial position, results of operations, or cash flows.

The Company is one of a number of business and local  government  entities which
contributed  waste  materials to a landfill in Yates County in upstate New York,
which was operated by a party  unrelated to the Company  primarily in the 1970's
through the early 1980's.  The Company's  wastes were  primarily  food and juice
products.  The landfill contained some hazardous materials and was remediated by
the State of New York. The New York Attorney General has advised the Company and
other known  non-governmental  waste  contributors that New York has sustained a
total remediation cost of $4.9 million and seeks recovery of half that cost from
the non-governmental  waste contributors.  The Company is one of four identified
contributors who  cooperatively are investigating the history of the landfill so
as to identify and seek out other  potentially  responsible  parties who are not
defunct and are financially able to contribute to the non-governmental  parties'
reimbursement liability. Since this search is not expected to be completed until
November 1, 2006, the Company's liability cannot be definitively estimated.  The
Company does not believe that any  ultimate  settlement  in excess of the amount
accrued  will have a material  impact on its  financial  position  or results of
operations.

In early 1999,  the Company  sold to Tree Top,  Inc.  its  applesauce  business,
including a plant in Prosser, Benton County,  Washington.  In the sale agreement
governing the  transaction,  the Company  represented to Tree Top that it was in
compliance  with all  environmental  laws. In 2003,  the Benton County Clean Air
Authority  ("BCAA") brought an enforcement action against Tree Top under Title V
of the Clean Air Act and related  State of  Washington  statutes,  alleging that
Tree Top was  violating  the Clean Air Act by failing to register  the  facility
with BCAA pursuant to Title V. The BCAA also alleged that the facility failed to
provide BCAA with a required  notice of  construction  when it replaced a fourth
boiler in the Prosser  plant in 1988 when the  Company was the sole owner.  Tree
Top has  reached  a  settlement  with the BCAA  which,  according  to Tree  Top,
requires  Tree Top to pay  penalties  and make  modifications  to equipment at a
total cost of approximately  $493,000.  Tree Top has made a formal demand on the
Company for reimbursement of the entire amount.  The Company disputes Tree Top's
assertion  that the Company is liable for the total cost.  The Company  does not
believe that any  resolution  of this demand will have a material  impact on its
financial position or results of operations.

During 2004, various claims totaling  approximately  $3,211,000 were asserted by
the Fleming Companies  against the Company and a subsidiary  acquired in 2003 in
the  Bankruptcy  proceedings  in the U.S.  Bankruptcy  Court for the District of
Delaware  for (i)  receipt of  allegedly  preferential  payments  under the U.S.
Bankruptcy Code ($1,292,000),  (ii) receipt of alleged overpayments ($1,139,000)
and (iii) amounts  allegedly  owing under various  vendor  promotional  programs
($780,000). During 2005, the Company settled and paid these claims for $399,000.

On June 15, 2004, an accident occurred at the Company's  aircraft hangar located
at the Yates County  Airport in Penn Yan, New York.  The damaged  aircraft  were
repaired  through  insurance  proceeds,  and this matter did not have a material
impact on the Company's financial position or results of operations.

The Company has six  collective  bargaining  agreements  with three union locals
covering  approximately  665 of its  full-time  employees.  The  terms  of these
agreements  result in wages and benefits,  which are  substantially the same for
comparable  positions for the Company's  non-union  employees.  Four  collective
bargaining agreements expire in calendar 2008. One agreement expires in calendar
2009, and one agreement expires in calendar 2010.

14.  Plant Restructuring

After a  comprehensive  review of its  production  capacities  following the CPF
acquisition in 2004, the Company completed a plant restructuring program in 2005
resulting in a  restructuring  charge of $7,678,000.  The  restructuring  charge
consisted of a non-cash  impairment  charge of $6,952,000  and a cash  severance
charge  of  $726,000,   which  are  included  in  Plant   Restructuring  in  the
Consolidated  Statements  of Net  Earnings.  The  Company  used two  methods  to
determine fair value:  (1) no value was assigned to machinery and equipment that
could not be  redeployed  within the Company and where there was no ready market
for the asset;  and (2)  quoted  prices or prices  for  similar  assets for real
estate.

This restructuring  program principally involved the closure of three processing
facilities,  including a green bean plant in upstate New York and corn plants in
Wisconsin  and  Washington.  In  addition,  the Company  restructured  the newly
acquired  Payette,  Idaho facility through the removal of canned meat production
to  focus  exclusively  on dry  beans.  The  rationalization  of  the  Company's
productive  capacity has: (1) improved the Company's  overall cost structure and
competitive  position;  (2) addressed the excess capacity situation arising from
the acquisition of CPF; and (3) mitigated the effect of  inflationary  pressures
on the Company's raw material inputs such as steel and fuel.

The  closure  of the  Washington  corn  processing  facility  coincided  with an
amendment to the Alliance  Agreement with GMOI. Under the above  amendment,  the
Blue Earth,  Minnesota facility was removed from the Alliance Agreement due to a
reduction in GMOI volume  requirements  and will be operated by the Company as a
non-Alliance facility. Additionally, GMOI agreed to reimburse the Company in the
future for remaining  lease and  depreciation  costs at the Blue Earth  facility
which, on a net present value basis,  approximate  the closure costs  associated
with the Washington facility.

With the closure of the Washington corn processing facility in the fall of 2004,
the Company's labeling and warehousing  requirements at the Salem, Oregon leased
distribution  facility were dramatically reduced. In 2006, the Company announced
the phase out of the Salem labeling  operation which resulted in a restructuring
charge of  $1,754,000  consisting  of a provision  for future lease  payments of
$1,306,000,  a cash  severance  charge of  $369,000,  and a non-cash  impairment
charge of $79,000.  The  Company  intends to use a portion of the  facility  for
warehousing and will attempt to sublease the remaining unutilized portion of the
facility until the February 2008 expiration of the lease.

The fiscal 2006 asparagus harvest, completed in the first quarter, represented a
partial  pack as GMOI was in  process  of moving  the  production  of  asparagus
offshore  from the Dayton,  Washington  manufacturing  facility.  As fiscal 2006
represents the final year of operation for the Dayton,  Washington facility, the
Company and GMOI have negotiated a definitive  agreement  related to the closure
of this facility.  Under the terms of the  agreement,  any costs incurred by the
Company related to the asparagus production prior to March 31, 2006 will be paid
by GMOI. The Company shall retain  ownership of the real estate  associated with
the Dayton  facility.  In addition,  the  manufacturing  equipment of the Dayton
facility  shall  either be  conveyed  to GMOI,  redeployed  by the  Company,  or
salvaged.  Lastly, GMOI reduced the principal balance of the secured nonrecourse
subordinated  promissory note by $466,000 to $42,618,000,  which  represents the
net book value of the equipment to be conveyed to GMOI or salvaged.

During 2006, the Company sold the previously closed corn processing  facility in
Washington  for $0.5 million in cash and a $3.6  million  note which  carries an
interest rate of 8% and is due in full on May 14, 2007.  This note is secured by
a  mortgage  on the  property.  The  Company  accounted  for the sale  under the
installment  method.  During the first quarter of 2006, $0.4 million of the gain
was included in Other Expense  (Income),  net and an additional  $2.8 million of
the gain on this sale was deferred in Other Long-Term Liabilities.

The following table summarizes the restructuring and related asset impairment
charges recorded and the accruals established during 2005 and 2006:

                               Long-Lived
                                    Asset      Other
                      Severance   Charges      Costs     Total
- --------------------------------------------------------------
                                    (In thousands)
Total expected
  restructuring charge   $1,097    $5,287    $ 3,214    $9,598
==============================================================

Balance March 31, 2004       --        --         --        --
Second-quarter charge
  to expense                619        --         --       619
Third-quarter charge
  to expense                 94     3,798      1,912     5,804
Fourth-quarter charge
  to expense                 13     1,162         80     1,255
Loss on disposal of
  assets                     --    (3,361)        --    (3,361)
Cash payments              (470)       --         --      (470)
- --------------------------------------------------------------
Balance March 31, 2005   $  256    $1,599    $ 1,992    $3,847
Second-quarter charge
  to expense                368        77      1,016     1,461
Third-quarter charge
  to expense                 --        --        290       290
Disposal of assets           --    (1,676)        --    (1,676)
Cash payments              (458)       --       (527)     (985)
Fourth-quarter charge
  to expense                  3       250        (84)      169
- --------------------------------------------------------------
Balance March 31, 2006   $  169    $  250    $ 2,687    $3,106
==============================================================

Total costs incurred
  to date                $  928    $5,037    $   527    $6,492
==============================================================


In addition,  $771,000 was charged to cost of product sold in the second quarter
of 2005 related to exiting a line of contract packing business.

             Report of Independent Registered Public Accounting Firm

 Board of Directors and Stockholders
 Seneca Foods Corporation
 Marion, New York

We have  audited the  accompanying  consolidated  balance  sheet of Seneca Foods
Corporation as of March 31, 2006 and the related consolidated  statements of net
earnings,  stockholders'  equity,  and cash flows for the year then ended. These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by  management,  as well as  evaluating  the overall  financial  statements
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position  of Seneca  Foods
Corporation as of March 31, 2006, and the results of its operations and its cash
flows for the year then ended in conformity with accounting principles generally
accepted in the United States of America.

We also have  audited,  in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United States),  the  effectiveness of Seneca Foods
Corporation's  internal  control over financial  reporting as of March 31, 2006,
based on criteria  established in Internal Control - Integrated Framework issued
by the Committee of Sponsoring  Organizations of the Treadway  Commission (COSO)
and our report dated June 9, 2006, expressed an unqualified opinion thereon.

 /s/ BDO Seidman, LLP

 Milwaukee, Wisconsin
 June 9, 2006



             Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of
Seneca Foods Corporation
Marion, New York


We have audited the  accompanying  consolidated  balance  sheets of Seneca Foods
Corporation  and  Subsidiaries  as of March 31,  2005 and 2004,  and the related
consolidated  statements of net earnings,  stockholders'  equity, and cash flows
for years then ended.  These financial  statements are the responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated financial position of Seneca
Foods  Corporation  and  Subsidiaries  as of March 31,  2005 and  2004,  and the
consolidated results of their operations and their cash flows for the years then
ended in conformity with U.S. generally accepted accounting principles.

We have also  audited,  in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United States),  the  effectiveness of Seneca Foods
Corporation and its Subsidiaries'  internal control over financial  reporting as
of  March  31,   2005,   based  on  the   criteria   established   in   Internal
Control--Integrated   Framework   issued   by  the   Committee   of   Sponsoring
Organizations  of the  Treadway  Commission  and our report  dated June 10, 2005
expressed  an  unqualified  opinion on  management's  assessment  and an adverse
opinion on the effectiveness of internal control over financial reporting.

Buffalo, New York
June 10, 2005

Shareholder Information and Quarterly Results

The Company's  common stock is traded on The NASDAQ  National Stock Market.  The
4.1 million of Class A  outstanding  shares and 2.8 million  Class B outstanding
shares are owned by 281 and 269 shareholders of record,  respectively.  The high
and low prices of the Company's common stock during each quarter of the past two
years are shown below:

Class A:                   2006                     2005
                   -------------------------------------------
Quarter               High         Low        High         Low
- --------------------------------------------------------------
First               $18.48      $15.75      $20.00      $17.92
Second               17.90       15.51       18.81       18.25
Third                20.88       17.25       19.00       18.00
Fourth               21.00       18.77       18.75       16.75

Class B:                   2006                     2005
                   -------------------------------------------
Quarter               High         Low       High          Low

First               $20.00      $16.00      $19.45      $18.25
Second               17.90       16.00       18.95       17.65
Third                20.77       17.50       19.10       18.25
Fourth               20.75       19.00       18.75       16.99

As of March 31, 2006, the most restrictive  credit  agreement  limitation on the
Company's  payment of dividends  and other  distributions,  such as purchases of
shares,  to  holders  of  Class A or Class B Common  Stock  is an  annual  total
limitation of $500,000,  reduced by aggregate annual dividend  payments totaling
$23,000,  which  the  Company  presently  pays  on two  outstanding  classes  of
preferred  stock.  Payment of  dividends to common  stockholders  is made at the
discretion of the Company's Board of Directors and depends, among other factors,
on earnings; capital requirements;  and the operating and financial condition of
the  Company.  The  Company has not  declared or paid a common  dividend in many
years.

The  following is a summary of the  unaudited  interim  results of operations by
quarter:

                         First     Second     Third     Fourth
                       ---------------------------------------
                         (In thousands, except per share data)
Year ended March 31, 2006:
Net sales              $156,595  $244,169   $316,253  $166,806
Gross margin             14,662    21,549     23,395    27,993
Net earnings              2,420     3,687      6,936     8,950
Basic earnings
   per common share         .22       .33        .62       .80
Diluted earnings
   per common share         .22       .33        .62       .80

Year ended March 31, 2005:
Net sales              $164,678  $220,375   $307,966  $171,255
Gross margin             15,147    16,546     16,580    15,999
Net earnings              4,502     2,445    (1,513)     2,473
Basic earnings
  per common share          .40       .22      (.14)       .23
Diluted earnings
  per common share          .40       .22      (.14)       .23

Earnings  for the fourth  quarter have  historically  reflected  adjustments  of
previously  estimated  raw  material  costs and  production  levels.  Due to the
dependence  on fruit and  vegetable  yields  of the  Company's  food  processing
segment, interim costing must be estimated.

Notice of Annual Meeting

The 2006 Annual Meeting of Shareholders will be held on Friday,  August 4, 2006,
beginning at 1:00 P.M.  (CDT) at the offices of Seneca Foods  Corporation at 418
East  Conde  Street,  Janesville,  Wisconsin.  A formal  notice of the  meeting,
together with a proxy  statement and proxy form,  will be mailed to shareholders
of record as of June 16, 2006.

Additional Information

A copy of the  Company's  Annual  Report on Form 10-K for the fiscal  year ended
March 31, 2006, as filed with the  Securities and Exchange  Commission,  will be
provided by the Company to any shareholder who so requests in writing.

Requests should be sent to Philip G. Paras, Seneca Foods Corporation, 3736 South
Main  Street,  Marion,  New  York  14505,  or  contact  us via our  web  site at
http://www.senecafoods.com, or email us at senecafoods@senecafoods.com.

Forward-Looking Statements

Except for the historical information contained herein, the matters discussed in
this  annual  report are  forward-looking  statements  as defined in the Private
Securities  Litigation  Reform Act (PSLRA) of 1995.  The Company  wishes to take
advantage  of the  "safe  harbor"  provisions  of the PSLRA by  cautioning  that
numerous important factors, which involve risks and uncertainties, including but
not limited to economic,  competitive,  governmental,  and technological factors
affecting the Company's operations,  markets, products, services and prices, and
other  factors  discussed  in the  Company's  filings  with the  Securities  and
Exchange  Commission,  in the future,  could affect the Company's actual results
and could cause its actual consolidated  results to differ materially from those
expressed  in any  forward-looking  statement  made by,  or on  behalf  of,  the
Company.