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):	November 8, 2006
	(November 8, 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 November 8, 2006, Seneca Foods Corporation issued a press release on its second quarter financial results for the six month period ended September 30, 2006 furnished as Exhibit 99, attached hereto.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 Press Release dated November 8, 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: November 8, 2006By: /s/ Kraig H. Kayser

 Name:Kraig H. Kayser

 President and Chief

 Executive Officer

<PAGE>

EXHIBIT INDEX

ExhibitDescription

99.1Press Release of Seneca Foods Corporation dated November 8, 2006.

EX-99.1

November 8, 2006      FOR IMMEDIATE RELEASE

Contact: Roland Breunig, CFO (608-757-6000)

PRESS RELEASE

Seneca Foods Corporation reported net sales of $283,324,000 for the quarter ended September 30, 2006, versus $244,169,000 for the comparable period last year. The current quarter’s net earnings were $8,523,000 or $0.65 per diluted share, compared with $3,687,000 or $0.33 per diluted share, last year.

Seneca Foods Corporation reported net sales of $431,665,000 for the six months ended September 30, 2006, versus $400,764,000 for the comparable period last year. The year to date net earnings were $12,182,000 or $0.99 per diluted share, compared with $6,107,000 or $0.54 per diluted share, last year. Current year-to-date pre-tax results include other income of $1,966,000 which represents a net gain on the sale of four previously closed facilities.

The operating results for the quarter and six month periods ended September 30, 2006 include two months of activity related to the Signature Fruit Company, LLC acquisition completed in August, 2006. This activity resulted in net sales of $47,053,000.

Seneca Foods Corporation is primarily a vegetable and fruit 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 September 30, 2006 and October 1, 2005
(In thousands of dollars, except share data)
	Quarter					Year-to-Date
	2006		2005			2006		2005
Net sales	$	283,324	$	244,169		$	431,665	$	400,764
Plant restructuring expense (note 2)	$	-	$	(1,461	)	$	-	$	(1,461	)
Other operating income (loss), net (notes 3 and 4)		1,278		(1,832	)		1,966		(1,405	)
Operating income	$	19,876	$	9,913		$	29,444	$	17,875
Interest expense (net)		6,188		3,909			9,816		7,929
Earnings before income taxes	$	13,688	$	6,004		$	19,628	$	9,946
Income taxes		5,165		2,317			7,446		3,839
Net earnings	$	8,523	$	3,687		$	12,182	$	6,107
Earnings applicable to common stock (note 5)	$	4,865	$	2,259		$	7,082	$	3,720
Basic earnings per share	$	0.65	$	0.33		$	0.99	$	0.55
Diluted earnings per share	$	0.65	$	0.33		$	0.99	$	0.54
Weighted average shares outstanding basic		7,429,299		6,828,864			7,132,357		6,790,783
Weighted average shares outstanding diluted		7,496,689		6,896,254			7,199,747		6,858,173
Note 1: Results include the Signature Fruit Company, LLC operations from the date of acquisition in August, 2006 (two months).
Note 2: Plant restructuring expense in the prior quarter and prior year-to-date periods of $1,461,000 includes a provision for future lease payments of $1,016,000, a cash severance charge of $368,000, and a non-cash impairment charge of $77,000.  These charges involve a leased distribution center in the Northwestern US.
Note 3: Other operating income in the current quarter of $1,278,000 represents a net gain on the sale of two previously closed facilities.
Other operating income in the current year-to-date period of $1,966,000 represents a net gain on the sale of four previously closed facilities.
Note 4: Other operating income in the prior quarter is a $1,832,000 non-cash loss on the disposal of property and equipment.
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 11,467,463 for the six months ended September 30, 2006.