8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 2, 2007

SENECA FOODS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

New York (State or Other Jurisdiction of Incorporation) 0-01989 (Commission File Number) 16-0733425 (IRS Employer Identification No.)

3736 South Main Street, Marion, New York 14505-9751

(Address of Principal Executive Offices, including zip code)

(315) 926-8100

(Registrant's telephone number, including area code)

Not Applicable

(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 6, 2007, Seneca Foods Corporation (the “Corporation”) issued a press release on its financial results for the second quarter ended September 29, 2007 furnished as Exhibit 99.1, attached hereto.

Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 2, 2007 the Corporation’s Board of Directors approved an amendment to Sections 1, 3, 4 and 5 of Article V of the Bylaws of the Corporation to ensure compliance with NASDAQ requirements for qualification for book entry or direct registration transactions for all shares of capital stock of the Corporation.  The amendment is attached hereto as Exhibit 3 and is incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits.

(d)           Exhibits

Exhibit 3 Amendment to Bylaws dated November 2, 2007.

Exhibit 99.1 Press Release dated November 6, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:                      November 6, 2007

SENECA FOODS CORPORATION

By: /s/Jeffrey L. Van Riper

Jeffrey L. Van Riper

Controller

846293

EX-3

Exhibit 3

AMENDMENT

TO THE BYLAWS OF

SENECA FOODS CORPORATION

By resolutions adopted by the Board of Directors of Seneca Foods Corporation (the “Corporation”), on November 2, 2007, the Board of Directors authorized the following amendments to the Corporation’s Bylaws, as amended:

1.Section 1 of Article V of the Bylaws is to be deleted in its entirety and replaced by the following:

“Section 1.                                CERTIFICATES

The capital stock of the corporation shall be represented by certificates, provided that the Board of Directors of the corporation may, subject to the limits imposed by law, provide by resolution or resolutions that some or all of any or all classes or series of the stock of the corporation shall be uncertificated shares.  Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation.  Certificates shall be in such form as approved by the Directors and signed, either manually or by facsimile, by the President and countersigned by the Secretary or any Assistant Secretary and sealed with the seal of the corporation or a facsimile thereof.  The certificates shall be numbered and registered in the order in which they are issued; they shall be issued in consecutive order and the records of the corporation shall contain the number of each certificate, the name(s) and address(es) of the person(s) owning the shares represented by each such certificate, the number and class of such shares, and the date of issue to the owner(s) of record.  The records shall be in written form or in any other form capable of being converted to written form within a reasonable time.  Each certificate representing shares shall state upon the face thereof:

1.           That the corporation is formed under the laws of New York;

2.           The name of the person or persons to whom issued;

3.           The number and class of shares and the par value of each share represented by such certificate or a statement that the shares are without par value.  If preferred shares are issued or if shares of more than one class are issued by the corporation, each certificate will also set forth a full statement of the designations, relative rights, preferences and limitations of the shares of each class or, in the alternative, each certificate will set forth that the corporation will furnish to any shareholder upon request and without charge a full statement of the designations, relative rights, preferences and limitations of the shares of each class.

Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this section 1. (Amended November 2, 2007)”

2.Section 3 of Article V of the Bylaws is to be deleted in its entirety and replaced by the following:

“Section 3.                                TRANSFER OF STOCK

The stock of the corporation shall be assignable and transferable on the books of the corporation only by the person in whose name it appears on such books or by his duly authorized attorney, upon receipt by the corporation or its transfer agent of appropriate documents evidencing such transfer and, in the case of stock represented by a certificate, upon surrender of such certificate properly endorsed.  In case of transfer by power of attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the Secretary.  In all cases of transfer of stock represented by a certificate, the former certificate must be surrendered and canceled before the corporation issues a new certificate or evidences the issuance of uncertificated shares to the shareholder entitled thereto.  The Board of Directors may make such other regulations as it deems expedient with respect to the transfer of shares.  (Amended November 2, 2007)”

3.Section 4 of Article V of the Bylaws is to be deleted in its entirety and replaced by the following:

“Section 4.                                CANCELLATION OF CERTIFICATES

All certificates of stock exchanged or returned to the corporation for transfer or cancellation shall be marked "cancelled" with the date of cancellation by the Secretary, and shall be immediately pasted in the certificate book opposite the memorandum of their issue.  Upon the receipt of proper transfer instructions from the registered owner of uncertificated shares, such uncertificated shares shall be cancelled and the transaction shall be recorded upon the books of the corporation.  (Amended November 2, 2007)”

4.Section 5 of Article V of the Bylaws is to be deleted in its entirety and replaced by the following:

“Section 5.                                LOST, DESTROYED, STOLEN OR MUTILATED CERTIFICATES

In the case of a lost, destroyed, stolen or mutilated certificate of stock the corporation must be immediately notified upon the discovery of such loss.  Upon filing an affidavit of proof of loss with the Secretary of the corporation, the Board of Directors may issue a new certificate or evidence the issuance of uncertificated shares upon the condition that surety bond satisfactory to the Board is given to indemnify the corporation against loss due to the issuance of the new certificate or uncertificated shares.  (Amended November 2, 2007)”

The foregoing is certified as an amendment to the Bylaws of the Corporation, adopted by the Board of Directors effective as of November 2, 2007.

_________________________

Jeffrey L. Van Riper

Secretary

EX-99.1

Exhibit 99.1

November 6, 2007                                                                                                FOR IMMEDIATE RELEASE

Contact: Roland E. Breunig, CFO

(608-757-6000)

PRESS RELEASE

Seneca Foods Corporation reported net sales of $463,887,000 for the six months ended September 29, 2007, versus $431,665,000 for the comparable period last year.  The year to date net earnings were $12,695,000 or $1.04 per diluted share, compared with $12,182,000 or $.99 per diluted share, last year.  Prior year-to-date pre-tax results included other income of $1,966,000 which represented a net gain on the sale of four previously closed facilities.

Seneca Foods Corporation reported net sales of $274,445,000 for the quarter ended September 29, 2007, versus $283,324,000 for the comparable period last year.  The current quarter’s net earnings were $7,301,000 or $0.60 per diluted share, compared with $8,523,000 or $0.65 per diluted share, last year.  Prior year quarter pre-tax results included other income of $1,278,000 which represented a net gain on the sale of two previously closed facilities.

The operating results for the three and six months ended September 29, 2007 include activity related to the Signature Fruit Company, LLC acquisition completed in August, 2006.

Seneca Foods Corporation is primarily a fruit and 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 Global Stock Market under the symbols “SENEA” and “SENEB”.

Seneca Foods Corporation
Unaudited Condensed Consolidated Statements of Net Earnings
For the Periods Ended September 29, 2007 and September 30, 2006
(In thousands of dollars, except share data)
	Quarter					Year-to-Date
	2007			2006		2007			2006
Net sales	$	274,445		$	283,324	$	463,887		$	431,665
Plant restructuring expense (note 2)	$	(4	)	$	-	$	(90	)	$	-
Other operating income (loss), net (notes 3 and 4)		116			1,278		289			1,966
Operating income	$	16,441		$	19,876	$	28,947		$	29,444
Interest expense (net)		4,977			6,188		9,001			9,816
Earnings before income taxes	$	11,464		$	13,688	$	19,946		$	19,628
Income taxes		4,163			5,165		7,251			7,446
Net earnings	$	7,301		$	8,523	$	12,695		$	12,182
Earnings applicable to common stock (note 5)	$	4,551		$	4,865	$	7,911		$	7,082
Basic earnings per share	$	0.60		$	0.65	$	1.04		$	0.99
Diluted earnings per share	$	0.60		$	0.65	$	1.04		$	0.99
Weighted average shares outstanding basic		7,580,206			7,429,299		7,578,031			7,132,357
Weighted average shares outstanding diluted		7,647,596			7,496,689		7,645,421			7,199,747
Note 1: Prior results include the Signature Fruit Company, LLC operations from the date of acquisition in August, 2006 (two months).
Note 2: Plant restructuring expense of $90,000 is an adjustment to last year's provision for future lease payments.
Note 3: Other operating income in the current quarter of $116,000 principally represents a gain on the sale of unused fixed assets.
Other operating income in the prior quarter of $1,278,000 represents a net gain on the sale of two previously closed facilities.
Note 4: Other operating income for the year-to-date period of $289,000 principally represents a gain on the sale of unused fixed assets.
Other operating income in the prior year-to-date period of $1,966,000 represents a net gain on the sale of four previously closed facilities.
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 12,150,943 for the six
months ended September 29, 2007.
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