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):	February 7, 2007
	(February 7, 2007)

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 February 7, 2007, Seneca Foods Corporation issued a press release on its third quarter financial results for the nine month period ended December 30, 2006 furnished as Exhibit 99.1, attached hereto.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 Press Release dated February 7, 2007.

Page 1

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: February 7, 2007By: /s/ Kraig H. Kayser

Name:Kraig H. Kayser

                                                                                                President and Chief

                                                                                                  Executive Officer

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EXHIBIT INDEX

ExhibitDescription

99.1Press Release of Seneca Foods Corporation dated February 7, 2007.

EX-99.1

February 7, 2007FOR IMMEDIATE RELEASE

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

PRESS RELEASE

Seneca Foods Corporation reported net sales of $391,012,000 for the quarter ended December 30, 2006, versus $316,253,000 for the comparable period last year. The current quarter’s net earnings were $11,322,000 or $0.92 per diluted share, compared with $6,936,000 or $0.62 per diluted share, last year.

Seneca Foods Corporation reported net sales of $822,677,000 for the nine months ended December 30, 2006, versus $717,017,000 for the comparable period last year. The year to date net earnings were $23,504,000 or $1.93 per diluted share, compared with $13,043,000 or $1.16 per diluted share, last year. Current year-to-date pre-tax results include other income of $5,159,000 which represents a net gain on the sale of five previously closed facilities.

The operating results for the nine month period ended December 30, 2006 include five months of activity related to the Signature Fruit Company, LLC acquisition completed in August, 2006. This activity resulted in net sales of approximately $110,000,000.

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 December 30, 2006 and December 31, 2005
(In thousands of dollars, except share data)
	Quarter						Year-to-Date
	2006			2005			2006			2005
Net sales	$	391,012		$	316,253		$	822,677		$	717,017
Plant restructuring expense (note 2)	$	(374	)	$	(290	)	$	(374	)	$	(1,751	)
Other operating income (loss), net (notes 3 and 4)		3,193			563			5,159			(842	)
Operating income	$	23,816		$	14,548		$	53,260		$	32,423
Interest expense (net)		5,675			3,918			15,491			11,847
Earnings before income taxes	$	18,141		$	10,630		$	37,769		$	20,576
Income taxes		6,819			3,694			14,265			7,533
Net earnings	$	11,322		$	6,936		$	23,504		$	13,043
Earnings applicable to common stock (note 5)	$	7,051		$	4,254		$	14,130		$	7,966
Basic earnings per share	$	0.93		$	0.62		$	1.94		$	1.17
Diluted earnings per share	$	0.92		$	0.62		$	1.93		$	1.16
Weighted average shares outstanding basic		7,571,526			6,829,331			7,278,746			6,803,632
Weighted average shares outstanding diluted		7,638,916			6,896,721			7,346,136			6,871,022
Note 1: Results include the Signature Fruit Company, LLC operations from the date of acquisition in August, 2006 (five months).
Note 2: Plant restructuring expense of $374,000 is an adjustment to last year's provision for future lease payments.
Plant restructuring expense in the prior year-to-date period of $1,751,000 ($290,000 in the prior quarter) includes a provision
for future lease payments of $1,306,000, 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 $3,193,000 represents a net gain on the sale of two previously closed facilities.
Other operating income in the current year-to-date period of $5,159,000 represents a net gain on the sale of five previously closed facilities.
Note 4: Other operating income in the prior quarter consists of a $563,000 gain on the sale of a warehouse in Oregon.
Other operating loss in the prior year-to-date period of $842,000 consists of a $1,832,000 non-cash loss on the disposal of property and
equipment and a $990,000 gain on the sale of real estate.
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 11,695,290 for the nine
months ended December 30, 2006.
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