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Proc-Type: 2001,MIC-CLEAR
Originator-Name: keymaster@town.hall.org
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MIC-Info: RSA-MD5,RSA,
 Nhn168CUgHLrVyeJhRLTtDXTO1ohSfCCWIrHZ7ig/AWrDZXZ+fNAed/qUGwCqhWt
 pyhLPSvbT5mB0vkieUNVqA==

<IMS-DOCUMENT>0000088948-95-000010.txt : 19950823
<IMS-HEADER>0000088948-95-000010.hdr.sgml : 19950823
ACCESSION NUMBER:		0000088948-95-000010
CONFORMED SUBMISSION TYPE:	8-A12G
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		19950822
SROS:			NASD

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SENECA FOODS CORP /NY/
		CENTRAL INDEX KEY:			0000088948
		STANDARD INDUSTRIAL CLASSIFICATION:	CANNED, FRUITS, VEG & PRESERVES, JAMS & JELLIES [2033]
		IRS NUMBER:				160733425
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			0731

	FILING VALUES:
		FORM TYPE:		8-A12G
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-01989
		FILM NUMBER:		95565824

	BUSINESS ADDRESS:	
		STREET 1:		1162 PITTSFORD VICTOR RD
		CITY:			PITTSFORD
		STATE:			NY
		ZIP:			14534
		BUSINESS PHONE:		7163859500

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PIERCE S S COMPANY INC
		DATE OF NAME CHANGE:	19861210

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SENECA FOODS CORP
		DATE OF NAME CHANGE:	19780425

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SENECA GRAPE JUICE CORP
		DATE OF NAME CHANGE:	19710419
</IMS-HEADER>
<DOCUMENT>
<TYPE>8-A12G
<SEQUENCE>1
<DESCRIPTION>REGISTRATION STATEMENT
<TEXT>



   As filed with the Securities and Exchange Commission on August 22, 1995


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                             REGISTRATION STATEMENT

                                       ON


                                    FORM 8-A


               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) or 12(g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                            SENECA FOODS CORPORATION
             (Exact name of registrant as specified in its charter)


                          New York                           16-0733425
          (State of incorporation or organization)        (I.R.S. Employer
                                                         Identification No.)
                 1162 Pittsford-Victor Road
                     Pittsford, New York                        14534
          (Address of principal executive offices)            (Zip Code)



    Securities  to be  registered  pursuant  to  Section  12(b) of the Act:  Not
applicable.



         If this form  relates to the  registration  of a class of debt
securities  and is  effective  upon filing  pursuant to General Instruction A.
(c)(1), please check the following box. [ ]

         If this form relates to the  registration  of a class of debt
securities and is to become  effective  simultaneously  with the effectiveness
of a concurrent  registration statement under the Securities Act of 1933 
pursuant to General Instruction A.(c)(2),  please check the following box. [ ]



Securities to be registered pursuant to Section 12(g) of the Act:


                              Class A Common Stock
                                (Title of class)





<PAGE>


                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 1.           Description of Registrant's Securities to be Registered.

                      The  description of the Class A Common Stock  contained in
the Company's Proxy Statement dated June 16, 1995 under
the headings "Amendment to the Company's Certificate of Incorporation -- General
Description,"  "Amendment  to the  Company's  Certificate  of  Incorporation  --
Description of Class A Common Stock and Class B Common Stock," "Amendment to the
Company's  Certificate of  Incorporation -- Certain Effects of the Proposal" and
Exhibit A is incorporated herein by reference.



Item 2.           Exhibits.

                      The Company's restated Certificate of Incorporation, as 
amended (incorporated by reference to Exhibit 3.1 of the Company's  report on 
Form 10-Q/A for the period ended June 30, 1995, filed on August 18, 1995).

                      The Company's Bylaws, as amended (incorporated by 
reference to Exhibit 3.3 of the Company's report on Form 10-Q/A for the period
ended June 30, 1995, filed on August 18, 1995).




<PAGE>


                                      SIGNATURE


                  Pursuant to the  requirements  of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.

DATED:  August 22, 1995             SENECA FOODS CORPORATION


                                    By: /s/Kraig H. Kayser
                                        _______________________
                                    Name:    Kraig H. Kayser
                                    Title:   President and
                                    Chief Executive Officer





</TEXT>
</DOCUMENT>
</IMS-DOCUMENT>
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