8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  June 13, 2006

                                                                           (June 13, 2006)

SENECA FOODS CORPORATION

(Exact name of registrant as specified in its charter)

New York 0-01989 16-0733425

(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer

Incorporation) Identification No.)

3736 South Main Street, Marion New York 14505-9751

(Address of principal executive offices) (Zip Code)

Registrant's Telephone Number, Including Area Code: (315) 926-8100

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to

simultaneously satisfy the filing obligation of the registrant under any of the

following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act

(17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

(17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the

Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the

Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On June 13, 2006, Seneca Foods Corporation issued a press release on its

annual results for the period ended March 31, 2006 furnished as

Exhibit 99, attached hereto.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99 Press Release dated June 13, 2006.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the

registrant has duly caused this report to be signed on its behalf by the

undersigned hereunto duly authorized.

SENECA FOODS CORPORATION

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

                                   Name: Kraig H. Kayser

                                   President and Chief

                                     Executive Officer

<PAGE>

EXHIBIT INDEX

Exhibit Description

99 Press Release of Seneca Foods Corporation dated June 13, 2006.

EX-99

June 13, 2006                       FOR IMMEDIATE RELEASE

                          Contact: Philip Paras, CFO

 (315-926-8100)

PRESS RELEASE

 Seneca Foods Corporation reported net sales for the fiscal year ended March 31, 2006, totaling $883,823,000 versus $864,274,000 for the prior year. The current year’s net earnings were a record $21,993,000 or $1.96 per diluted share, compared with $7,907,000 or $.70 per diluted share, last year. The current year’s earnings performance is the highest in its 57-year history.

 For the quarter ended March 31, 2006, net sales totaled $166,806,000 versus $171,255,000 for the comparable period last year. The current quarter’s net earnings were $8,950,000 or $.80 per diluted share as compared with $2,473,000, or $.23 per diluted share, last year.

 Seneca Foods Corporation is primarily a vegetable processing company with manufacturing facilities located throughout the United States. Its products are sold under the Libby’sÒ, Aunt Nellie’s Farm KitchenÒ, Stokely’sÒ, READÒ, and SenecaÒ labels as well as through the private label and industrial markets. In addition, under an alliance with General Mills Operations, Inc., a successor to the Pillsbury Company and a subsidiary of General Mills, Inc., Seneca produces canned and frozen vegetables, which are sold by General Mills Operations, Inc. under the Green GiantÒ label. Seneca’s common stock is traded on the Nasdaq National Stock Market under the symbols “SENEA” and “SENEB”.

Seneca Foods Corporation

Unaudited Condensed Consolidated Statements of Net Earnings

For the Periods Ended March 31, 2006 and 2005

(In thousands of dollars, except share data)

		Quarter			Annual
	2006		2005	2006		2005
Net sales	$ 166,806		$ 171,255	$ 883,823		$ 864,274
Plant restructuring expense (notes 1 and 2)	$ (169)		$ (1,255)	$ (1,920)		$ (7,678)
Operating income	$ 19,092		$ 7,033	$ 52,357		$ 24,868
Other (expense) income, net (notes 3 and 4)	(273)		381	(1,115)		3,757
Interest expense (net)	3,937		4,289	15,784		16,592
Earnings before income taxes	$ 14,882		$ 3,125	$ 35,458		$ 12,033
Income taxes	5,932		652	13,465		4,126
Net earnings	$ 8,950		$ 2,473	$ 21,993		$ 7,907
Earnings applicable to common stock (note 5)	$ 5,490		$ 1,489	$ 13,448		$ 4,758
Basic earnings per share	$ 0.80		$ 0.23	$ 1.97		$ 0.71
Diluted earnings per share	$ 0.80		$ 0.23	$ 1.96		$ 0.70
Weighted average shares outstanding basic	6,829,331		6,714,497	6,810,661		6,714,472
Weighted average shares outstanding diluted	6,896,721		6,781,887	6,878,051		6,781,862

Note 1: Plant restructuring expense in the current year period of $1,920,000 principally includes 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.

              These charges involve the phase out of a labeling operation at a leased distribution center in the Northwestern US.

Note 2: Plant restructuring expense in the prior year period of $7,678,000 includes a non-cash impairment charge $6,952,000

             and a cash severance charge of $726,000. These charges 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.

Note 3: Other expense (net) in the current quarter of $273,000 includes a non-cash charge of $143,000 for deferred financing costs

              related to a reduction in the Company's revolving credit facility from $125 million to $100 million.

Note 4: Other expense (net) in the current year period of $1,115,000 consists of a $1,938,000 non-cash loss on the disposal of

              property and equipment, a gain on the sale of real estate of $966,000 and a non-cash charge of $143,000 for deferred

              financing costs related to a reduction in the Company's revolving credit facility from $125 million to $100 million.

             Other income in the prior year period of $3,757,000 represents the net effect of a $3,862,000 gain on the sale of Moog Inc. stock,

             a non-cash charge of $712,000 in deferred financing costs related to a reduction in the Company's revolving credit

             facility from $200 million to $125 million and a $607,000 gain on the sale of assets.

Note 5: The Company uses the "two-class" method for basic earnings per share by dividing the earnings allocated to common shareholders

              by the weighted average of common shares outstanding during the period. The diluted earnings per share includes the effect

              of convertible shares for the each period presented. Average common and participating shares totaled 11,126,181 for the year ended

              March 31, 2006.