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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000088948-04-000003.txt : 20040204
<SEC-HEADER>0000088948-04-000003.hdr.sgml : 20040204
<ACCEPTANCE-DATETIME>20040204155411
ACCESSION NUMBER:		0000088948-04-000003
CONFORMED SUBMISSION TYPE:	8-K/A
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20040204
ITEM INFORMATION:		
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20040204

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:			0331

	FILING VALUES:
		FORM TYPE:		8-K/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-01989
		FILM NUMBER:		04566868

	BUSINESS ADDRESS:	
		STREET 1:		3736 SOUTH MAIN STREET
		CITY:			MARION
		STATE:			NY
		ZIP:			14534
		BUSINESS PHONE:		315 926 8100

	MAIL ADDRESS:	
		STREET 1:		3736 SOUTH MAIN STREET
		CITY:			MARION
		STATE:			NY
		ZIP:			14505

	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
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K/A
<SEQUENCE>1
<FILENAME>a8k020404.txt
<DESCRIPTION>EARNINGS PRESS RELEASE
<TEXT>
                       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)
                          February 4, 2004 (February 4, 2004)

                            SENECA FOODS CORPORATION
                            ------------------------
               (Exact Name of Registrant as Specified in Charter)

         New York                   0-1989                   16-0733425
- ------------------------   --------------------------        ----------
(State or Other Jurisdiction  (Commission File Number)      (IRS Employer
of Incorporation)                                         Identification No.)


                3736 South Main Street, Marion, New York, 14505
                ------------------------------------------------
           (Address of Principal Executive Offices including zip code)

                                  315/926-8100
                                  ------------
               (Registrant's telephone number including area code)

                                 Not Applicable
                                 --------------
               Former name, former address and former fiscal year,
                          if changed since last report


<PAGE>


ITEM 7.  Financial Statements, Pro Forma Financial Information and Exhibits

(c) Exhibits.

Exhibit 99.1 Seneca Foods Corporation Press Release issued on February 4, 2004.


ITEM 12. Results of Operations and Financial Condition

On February 4, 2004, the Registrant issued a press release, which sets forth its
results of  operations  for the quarter  ended  December 27, 2003. A copy of the
press release is attached hereto as Exhibit 99.1 and is  incorporated  herein by
reference.

The Form 8-K previously  furnished in connection  with our 3rd Quarter  Earnings
Release contained dates from a prior reporting  period.  This amended Form 8-K/A
corrects those dates.


                                   SIGNATURES


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.

Date:    February 4, 2004

                                                     SENECA FOODS CORPORATION



                                                     By: /s/Kraig H. Kayser
                                                         ---------------------
                                                         Kraig H. Kayser
                                                         President and
                                                         Chief Executive Officer



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>ex9918k20404.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
                                  Exhibit 99.1

February 4, 2004                                      FOR IMMEDIATE RELEASE
                                                      Contact: Philip Paras, CFO
                                                               (315-926-8100)


PRESS RELEASE

Seneca Foods  Corporation  reported net sales for the quarter ended December 27,
2003,  totaling  $325,303,000 versus $235,430,000 for the comparable period last
year.  The current  quarter's net earnings  were  $1,887,000 or $.17 per diluted
share, compared with $3,147,000 or $.31 per diluted share, last year.

For the nine months  ended  December 27, 2003,  net sales  totaled  $724,793,000
versus  $542,491,000  for the comparable  period last year. The year-to-date net
earnings were $9,469,000 or $.86 per diluted share as compared with  $7,169,000,
or $.70 per diluted share,  last year.  Prior year results for the  year-to-date
period include other expense of $620,000 for a non-cash impairment accrual.

Seneca  Foods  Corporation  is  primarily a vegetable  processing  company  with
manufacturing  facilities located throughout the United States. Its products are
sold under the Libby's(R), Aunt Nellie's Farm Kitchen(R), Stokely's(R), READ(R),
and  Seneca(R)  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 Giant(R) label. Seneca's common stock is traded
on the Nasdaq National Stock Market under the symbols "SENEA" and "SENEB".





<PAGE>
<TABLE>
                                                           Seneca Foods Corporation
                                                    Consolidated Statements of Net Earnings

                                               For the Periods Ended December 27, 2003 and 2002
                                                 (In thousands of dollars, except share data)

<CAPTION>
                                                                                     Quarter                      Year-to-Date
                                                                              ---------------------          ---------------------
                                                                              2003             2002          2003             2002
                                                                              ----             ----          ----             ----
<S>                                                                        <C>              <C>            <C>            <C>

Net sales                                                                  $ 325,303        $ 235,430      $ 724,793      $ 542,491
                                                                           =========        =========      =========      =========

Other expense (note 3)                                                     $       -        $       -      $        -     $    (620)
                                                                           =========        =========      ==========     =========

Earnings before income taxes                                               $   3,094        $   5,035      $   15,523     $  11,628

Income taxes                                                                   1,207            1,888           6,054         4,459
                                                                           ---------        ---------      ----------     ---------

Net earnings                                                               $   1,887        $   3,147      $    9,469     $   7,169
                                                                           =========        =========      ==========     =========

Basic earnings per share                                                   $    0.17        $    0.31      $    0.87      $    0.70
                                                                           =========        =========      ==========     =========

Diluted earnings per share                                                 $    0.17        $    0.31      $    0.86      $    0.70
                                                                           =========        =========      ==========     =========

Weighted average shares outstanding basic                                 11,125,723       10,158,077      10,910,669    10,158,045
                                                                          ==========       ==========      ==========    ==========

Weighted average shares outstanding diluted                               11,193,113       10,225,467      10,978,059    10,225,435
                                                                          ==========       ==========      ==========    ==========
<FN>
Note 1: The basic earnings per share includes the effect of redeemable preferred convertible shares.
        The diluted earnings per share includes the effect of other convertible shares.
Note 2: Results include the Chiquita Processed Foods, L.L.C. operations from the date
        of acquisition, May 27, 2003 (seven months).
Note 3: Other expense in the prior period is an impairment loss.
</FN>
                                  ########
</TABLE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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