8-K CFO Resignation
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): July 24, 2006


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


New York
0-01989
16-0733425
(State or Other Jurisdiction
(Commission File Number)
(IRS Employer
of Incorporation
  
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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On July 24, 2006, the Company accepted the resignation of Philip G. Paras as Chief Financial Officer of the Company to be effective August 4, 2006. Mr. Paras has served as Chief Financial Officer of the Company since March 2000 and was Vice President-Finance from 1996 to 2000. Mr. Paras has accepted the position as Chief Financial Officer of Burrows Paper Corporation, Little Falls, New York. The Company intends to conduct a search for a new Chief Financial Officer.


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: July 28, 2006

SENECA FOODS CORPORATION


By: /s/Kraig H. Kayser    
Kraig H. Kayser
President and Chief Executive Officer
810359