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): January 31, 2008

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 February 1, 2008, Seneca Foods Corporation (the “Corporation”) issued a press release on its financial results for the third quarter ended December 29, 2007 furnished as Exhibit 99.1, attached hereto.

Item 5.02                      Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

On January 31, 2008, the Board of Directors of the Company adopted a resolution setting the number of members of the Board of Directors at ten.  Effective as of such date, pursuant to Section 10 of Article II of the Amended and Restated Bylaws of the Company, the Board of Directors has elected James F. Wilson to its Board of Directors to fill the vacancy created by the expansion of the size of the Board.  Mr. Wilson shall serve until the 2008 Annual Meeting of Shareholders or until his successor has been duly elected and qualified.  The committees of the Board to which Mr. Wilson will be named have not been determined at this time.

Mr. Wilson is a general partner of Carl Marks Management Company, L.P. (“CMMC”).  Prior to joining CMMC in 2001 he was a partner for ten years of Jacobson Partners, a private equity investment firm.  Mr. Wilson is a graduate of Dartmouth College and the Harvard Graduate School of Business Administration.

Mr. Wilson was appointed as a member of the Company’s Board of Directors pursuant to the terms of a Shareholders Agreement dated June 22, 1998 by and among the Company and the parties listed therein.  A copy of the Shareholders Agreement was filed as Exhibit 2(B) to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 2, 1998.  Under the Shareholders Agreement, certain affiliates of CMMC were granted the right to designate two individuals to the Company’s Board of Directors and certain substantial shareholders of the Company, including the Wolcott and Kayser families are required to vote their respective shares of capital stock of the Company to elect CMMC director designees.  Currently, Mr. Wilson and Andrew M. Boas are the two CMMC director designees and the increase in the size of the Board permits a former CMMC designee to remain on the Board.  Mr. Wilson does not have any relationship with the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K.

Mr. Wilson will receive compensation for his service on the Board of Directors in accordance with the Company’s standard compensatory arrangement for non-employee directors.  A description of the Company’s non-employee director compensation program can be found under the caption “Compensation of Directors” in the Company’s proxy statement for its 2007 Annual Meeting of Shareholders, which was filed with the Securities and Exchange Commission on June 28, 2007.

Item 9.01  Financial Statements and Exhibits.

(d)           Exhibits

Exhibit 99.1 Press Release dated February 1, 2008.

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:                      February 1, 2008

SENECA FOODS CORPORATION

By: /s/Jeffrey L. Van Riper

Jeffrey L. Van Riper

Controller

853225

EX-99.1

Exhibit 99.1

February 1, 2008

FOR IMMEDIATE RELEASE

Contact: Roland E. Breunig, CFO

(608-757-6000)

PRESS RELEASE

Seneca Foods Corporation reported net sales of $845,080,000 for the nine months ended December 29, 2007, versus $822,677,000 for the comparable period last year.  The year to date net earnings were $19,473,000 or $1.59 per diluted share, compared with $23,504,000 or $1.93 per diluted share, last year.  Prior year-to-date pre-tax results included other income of $5,159,000 ($3,209,000 after tax) which represented a net gain on the sale of five previously closed facilities.

Seneca Foods Corporation reported net sales of $381,193,000 for the quarter ended December 29, 2007, versus $391,012,000 for the comparable period last year.  The current quarter’s net earnings were $6,778,000 or $0.55 per diluted share, compared with $11,322,000 or $0.92 per diluted share, last year.  Prior year quarter pre-tax results included other income of $3,193,000 ($1,986,000 after tax) which represented a net gain on the sale of two previously closed facilities.

The operating results for the three and nine months ended December 29, 2007 and December 30, 2006 include activity related to the Signature Fruit Company, LLC acquisition completed in August, 2006.

James F. Wilson, who is a General Partner of Carl Marks Management Company, L.P., was appointed to the Board of Directors of Seneca Foods Corporation.  Mr. Wilson is a graduate of Dartmouth College and the Harvard Graduate School of Business Administration.  Seneca’s Board of Directors was increased by one to ten members as a result of this appointment.

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 December 29, 2007 and December 30, 2006
(In thousands of dollars, except share data)
	Quarter		Year-to-Date
	2007	2006	2007	2006
Net sales	$         381,193	$      391,012	$     845,080	$      822,677
Plant restructuring expense (note 2)	$                  14	$             374	$            104	$             374
Other operating income (loss), net (notes 3 and 4)	$                  10	$          3,193	$            299	$          5,159
Operating income	$           15,998	$        23,816	$       44,945	$        53,260
Interest expense (net)	5,373	5,675	14,374	15,491
Earnings before income taxes	$           10,625	$        18,141	$       30,571	$        37,769
Income taxes	3,847	6,819	11,098	14,265
Net earnings	$             6,778	$        11,322	$       19,473	$        23,504
Earnings applicable to common stock (note 5)	$             4,228	$          7,051	$       12,139	$        14,130
Basic earnings per share	$               0.56	$            0.93	$           1.60	$            1.94
Diluted earnings per share	$               0.55	$            0.92	$           1.59	$            1.93
Weighted average shares outstanding basic	7,589,506	7,571,526	7,582,282	7,278,746
Weighted average shares outstanding diluted	7,657,112	7,638,916	7,649,888	7,346,136
Note 1: Prior results include the Signature Fruit Company, LLC operations from the date of acquisition in August, 2006 (five months).
Note 2: Plant restructuring expense of $104,000 is an adjustment to the provision for future lease payments.
Plant restructuring expense of $374,000 in the prior year is an adjustment to the provision for future lease payments.
Note 3: Other operating income in the prior quarter of $3,193,000 represents a net gain on the sale of two previously closed facilities.
Note 4: Other operating income for the year-to-date period of $299,000 principally represents a gain on the sale of unused fixed assets.
Other operating income in the prior year-to-date period of $5,159,000 represents a net gain on the sale of five 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 12,152,647 for the nine
months ended December 29, 2007.
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