Item 2.02 Results of Operations and Financial Condition

On November 4, 2008, Seneca Foods Corporation (the "Corporation") issued a press release on its financial results for the second quarter and year-to-date ended September 27, 2008 furnished as Exhibit 99.1, attached hereto.

Item 8.01 Other Events

On November 4, 2008, the Corporation issued a press release announcing that its Board of Directors has approved a share repurchase program. The information set forth in Items 2.02, 8.01 and 9.01 of this Form 8-K shall not be deemed as "filed" for purposes of Section 18 of the of the Securities Exchange Ac 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 99.2 of this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 Press Release dated November 4, 2008, announcing Seneca Foods Corporation's results of operations for the quarter and year-to-date end September 27, 2008.

Exhibit 99.2 Press Release dated November 4, 2008 announcing Seneca Foods Corporation's Board of Directors approval of a share repurchase program.

---