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): May 27, 2014

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD

On May 27, 2014, the Corporation issued a press release announcing that its Board of Directors has approved a share repurchase program.  The information set forth in Item 7.01 of this Form 8-K shall not be deemed as "filed" for purposes of Section 18 of the of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Corporation, whether made before or after the date hereof, regardless of any general incorporation language in such filing.  A copy of the press release is included as exhibit 99.1 of this report.

Item 9.01 Financial Statements and Exhibits.

(d)           Exhibits

Exhibit 99.1 Press Release dated May 27, 2014 announcing Seneca Foods Corporation's Board of Directors approval of an expanded share repurchase program.

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:                      May 27, 2014

SENECA FOODS CORPORATION

By: /s/Timothy J. Benjamin

Timothy J. Benjamin

Chief Financial Officer

EX-99.1

Exhibit 99.1

Seneca Foods Announces Expanded Share Repurchase Program

MARION, NY May 27, 2014 Seneca Foods Corporation (NASDAQ:SENEA, SENEB) announced today that its Board of Directors has authorized an expanded share repurchase program.  The Company had previously announced a share repurchase program.  Under this previously announced program, the Company still has available 346,121 shares to be repurchased as of May 27, 2014.  The new program permits the Company to buy up to a total of 1,000,000 common shares, whether Class A or Class B shares, in open market or privately negotiated transactions at the discretion of management.

“Since we went on LIFO seven years ago, our net worth tax adjusted for our LIFO reserve has increased 97%, while the share price has increased just 16%, therefore, we view our shares to be a very attractive investment at current share price levels,“ said Kraig H. Kayser, President and Chief Executive Officer.

The transactions will be made in accordance with rules and regulations of the U.S. Securities and Exchange Commission and other rules that govern such purchases. The purchase of 1,000,000 shares of stock would represent approximately 9.3% of the shares common stock outstanding or 9.0% assuming all convertible preferred shares are converted to common shares.

About Seneca Foods Corporation

Seneca Foods is North America’s leading provider of packaged fruits and vegetables, with facilities located throughout the United States. Its high quality products are primarily sourced from over 2,000 American farms.  Seneca holds the largest share of the retail private label, food service, and export canned vegetable markets, distributing to over 90 countries.   Products are also sold under the highly regarded brands of Libby’s®, Aunt Nellie’s®, READ®, Seneca Farms® and Seneca labels, including Seneca snack chips.  In addition, Seneca provides vegetable products under an alliance with General Mills Operations, LLC, a subsidiary of General Mills, Inc., under the Green Giant label.   Seneca’s common stock is traded on the Nasdaq Global Stock Market under the symbols “SENEA” and “SENEB”. SENEA is included the S&P SmallCap 600, Russell 2000 and Russell 3000 indices.

Contact: Timothy J. Benjamin, CFO

(315-926-8100)

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