Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as definedcompany. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12(b-2)12b-2 of the Exchange Act).Act. (Check one):

The aggregate market value of the Registrant’s voting and non-voting common equity held by non-affiliates based on the closing sales price per market reports by the NASDAQ Global Market System on September 30, 20072008 was approximately $165,981,000.$115,785,000.

Except forCertain of the historical informationstatements contained herein, the matters discussed in this annual report on Form 10-K are forward-looking statements as definedmade within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (Exchange Act).  Forward-looking statements involve numerous risks and uncertainties.  Forward-looking statements are not in the Private Securities Litigation  Reform Act (PSLRA)present or past tense and, in some cases, can be identified by the use of 1995.the words "will," "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "seeks," "should," "likely," "targets," "may", "can" and other expressions that indicate future trends and events. A forward-looking statement speaks only as of the date on which such statement is made and reflects management's analysis only as of the date thereof.  The Company wishesundertakes no obligation to take advantage of the "safe harbor"  provisions of the PSLRA by cautioning that numerous importantupdate any forward-looking statement. The following factors, which  involve  risksamong others discussed herein and  uncertainties,  including but not limited to economic,  competitive,  governmental and  technological  factors  affecting the Company's operations,  markets, products, services and prices, and other factors discussed in the Company's filings withunder the Securities and Exchange Commission, in the future,Act, could affect the  Company'scause actual results and could cause its actual  consolidated  resultsfuture events to differ materially from those expressedset forth or contemplated in anythe forward-looking statement made by, orstatements: costs and availability of raw materials, competition, cost controls, sales levels, governmental regulation, consumer preferences, industry trends, weather conditions, crop yields, natural disasters, recalls, litigation, reliance on behalf of,third-parties, wage rates, and other factors.  See also the Company.factors described in "Part I, Item 1A. Risk Factors" and elsewhere in this report, and those described in the Company's filings under the Exchange Act.

SENECA FOODS CORPORATION (the “Company”) is a leading low cost producer and distributor of high quality processed fruits and vegetables.  The Company’s product offerings include canned, frozen and bottled produce and snack chips and its products are sold under private label as well as national and regional brands that the Company owns or licenses, including Seneca, Libby’s, Aunt Nellie’s Farm Kitchen, Stokely’s, Read and Diamond A..  The Company packs Green Giant, Le Sueur and other brands of canned vegetables as well as select Green Giant frozen vegetables for General Mills Operations, LLC (“GMOL”) under our long-term Alliance Agreement.

The Company was organizedfounded in 1949 and incorporated underduring its 60 years of operation, the lawsCompany has made over 50 strategic acquisitions including the purchase of the Statelong-term license for the Libby’s brand in 1983, the purchase of New York.  InGeneral Mills’ Green Giant processing assets and entry into the spring of 1995, the Company initiated a 20-year Alliance Agreement with GMOL in 1995 and the Pillsburyacquisition of Chiquita Processed Foods in 2003.  The Company which was acquired by General Mills Operations, Inc. (“GMOI”)believes that createdthese acquisitions have enhanced the Company’s most significant business relationship.  Underleadership position in the Alliance Agreement,private label and foodservice canned vegetable markets in the Company packs cannedUnited States and frozen vegetables carrying GMOI’s Green Giant brand name.

In addition, the Company's website includes items related to corporate governance matters, including charters of various committees of the Board of Directors and the Company's Code of Business Conduct and Ethics.  The Company intends to disclose on its website any amendment to or waiver of any provision of the Code of Business Conduct and Ethics that would otherwise be required to be disclosed under the rules of the SEC and NASDAQ.

The Company manages its business on the basis of two reportable segments – the primary segment is the processing and sale of fruits and vegetables and secondarilythe secondary segment is the processing and sale of fruit and vegetable chip products.  These two segments constitute the food operation.  The food operation constitutes 99%98% of total sales, of which approximately 80% is vegetable processing, 19% is fruit processing and 1% is fruit chip processing.  The non-food operation, which is mostly trade salesprimarily related to the sale of cans and ends whichand outside revenue generated from our trucking and aircraft operations, represents 1%2% of the Company’s total sales.

The principal products include canned fruits and vegetables, frozen vegetables and other food products.  The products are sold nationwide by major grocery outlets, including supermarkets, mass merchandisers, limited assortment stores, club stores and dollar stores.  Additionally, products are sold to retailfood service distributors, industrial markets, other food processors, export customers in 75 countries and institutional markets.  The Company has divided the United States into four major marketing sections: Eastern, Southern, Northwestern,federal, state and Southwestern.local governments for school and other feeding programs.  Food processing operations are primarily supported by plant locations in New York, California, Wisconsin, Washington, Idaho, Illinois, and Minnesota.  See Note 12 of Item 8, Financial Statements and Supplementary Data, for additional information about the Company’s segments.

The following table summarizes net sales by major product category for the years ended March 31, 2009, 2008, 2007, and 2006:2007:

The Company’s food processing plants are located in major vegetable producing states and in two fruit producing states.  Fruits and vegetables are primarily obtained through supply contracts with independent growers.  The Company’sCompany believes that its sources of supply are considered equal or superior to its competition for all of its food products.products are of a high quality.

While individual fruits and vegetables have seasonal cycles of peak production and sales, the different cycles are usually offsetting to some extent.  Minimal food processing occurs in the Company's last fiscal quarter ending March 31, which is the optimal time for maintenance, repairs and equipment changes in its processing plants.  The supply of commodities, current pricing, and expected new crop quantity and quality affect the timing of the Company’s sales and earnings.  When the seasonal harvesting periods of the Company's major fruits and vegetables are newly completed, inventories for these processed fruits and vegetables are at their highest levels.  For peas, the peak inventory time is mid-summer and for corn, the Company's highest volume vegetable, the peak inventory is in mid-autumn.  For peaches, the Company's highest volume fruit, the peak inventory time is early-autumn.  For pears, the peak inventory is late-summer.   An Off Season Allowance is established during the year to minimize the effect of seasonal production on earnings.  The Off Season Allowance is zero at each fiscal year-end.

Competition in the food business is substantial with brand recognition and promotion, quality, service, and pricing being the major determinants in the Company’s relative market position. The Company believes that it is a major producer of canned fruits and vegetables, but some producers of canned, frozen and other forms of fruit and vegetable products have sales which exceed the Company's sales.  The Company is aware of approximately 1816 competitors in the U.S. processed vegetable industry, many of which are privately held companies.  The Company believes that it is a major producer of canned vegetables, but some producers of canned, frozen and other modes of vegetable products have sales which exceed the Company's sales.   The Company is aware of approximately eight competitors in the U.S. processed fruit industry.  In addition, there are significant quantities of fruit that are imported from Europe, Asia and South America.

The Company's principal branded products are its Libby’s canned fruit and vegetable products, which rate among the top five national brands.brands according to a leading market research firm.

The information under the heading Results of Operations in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 20082009 Annual Report is incorporated by reference.

Environmental protection is an area that has been worked on most diligently at each food processing facility.  In all locations, the Company has cooperated with federal, state, and local environmental protection authorities in developing and maintaining suitable antipollution facilities.  In general, we believe our pollution control facilities are equal to or somewhat superior to those of our competitors and are within environmental protection standards.  The Company does not expect any material capital expenditures to comply with environmental regulations in the near future.  The Company is a potentially responsible party with respect to a waste disposal site owned and operated by a third party.  The Company believes that any reasonably anticipated liabilities will not exceed $300,000 for the waste disposal site.

Environmental Litigation and Contingencies

In the ordinary course of its business, the Company is made a party to certain legal proceedings seeking monetary damages, including proceedings involving product liability claims, worker’s compensation and other employee claims, tort and other general liability claims, for which it carries insurance as well as patent infringement and related litigation.  The Company is in a highly regulated industry and is also periodically involved in government actions for regulatory violations and other matters surrounding the manufacturing of its products, including, but not limited to, environmental, employee, and product safety issues. While it is not feasible to predict or determine the ultimate outcome of these matters, the Company does not believe that an adverse decision in any of these legal proceedings would have a material adverse impact on its financial position, results of operations, or cash flows.

The Company is one of a number of business and local government entities which contributed waste materials to a landfill in Yates County in upstate New York, which was operated by a party unrelated to the Company primarily in the 1970’s through the early 1980’s.  The Company’s wastes at the landfill were primarily food and juice products.  The landfill contained some hazardous materials and was remediated by the State of New York.  TheIn 2004, the New York Attorney General has advised the Company and other known non-governmental waste contributors that New York has sustained a total remediation cost of $4.9 million and seekssought recovery of half that cost from the non-governmental waste contributors.  The Company iswas one of four identified contributors  (“Group”) who cooperatively are investigatinginvestigated the history of the landfill so as to identify other responsible parties.  This claim was settled during 2009 and seek out other potentially responsible parties who aredid not defunct and are financially able to contribute to the non-governmental parties’ reimbursement liability.  The Group has offered a settlement but has not received a response from the State.  The Company does not believe that any ultimate settlement in excess of the amount accrued will have a material impact on itsthe Company’s financial position or results of operations.

TheAt our fiscal year end 2009, the Company has 3,201had approximately 3,200 employees of which 2,7762,800 full time and 425300 seasonal employees work in food processing and 76100 full time employees work in other activities.  The number increases to approximately 9,700 due to an increase in seasonal employees during our peak pack season.

The Company has six collective bargaining agreements with three unions covering approximately 900 of its full-time employees.  The terms of these agreements result in wages and benefits which are substantially the same for comparable positions for the Company’s non-union employees.  TwoNegotiations are in progress for one collective bargaining agreementsagreement that will expire in calendar 2009, one2009.  One agreement expires in calendar 2010, two agreements expire in calendar 2011 and one agreement expirestwo agreements expire in calendar 2012.

The risksfollowing factors as well as factors described elsewhere in this Form 10-K or in other filings by the Company with the Securities and uncertainties described below are notExchange Commission, could adversely affect the only ones we face.  Additional risks and uncertaintiesCompany’s consolidated financial position, results of operations or cash flows.  Other factors not presently known to us mayor that we presently believe are not material could also impairaffect our business operations.  If any of the following risks actually occurs, our business,operations or financial condition or results of operations could be materially and adversely affected.results.  The Company refers to itself as “we”, “our” or “us” in this section.

Our financial performance and growth are related to conditions in the United StatesStates' fruit and vegetable processing industry which is a mature industry with a modest growth rate induring the last 10 years.  Our net sales are a function of product availability and market pricing.  In the fruit and vegetable processing industry, product availability and market prices tend to have an inverse relationship:  market prices tend to decrease as more product is available and to increase if less product is available.  Product availability is a direct result of plantings, growing conditions, crop yields and inventory levels, all of which vary from year to year.  Moreover, fruit and vegetable production outside the United States, particularly in Europe, Asia and South America, is increasing at a time when worldwide demand for certain products, such as peaches, is being impacted by the global economic slowdown.  These factors may have a significant effect on supply and competition and create downward pressure on prices.  In addition, market prices can be affected by the planting and inventory levels and individual pricing decisions of the three or four largest processors in the industry.our competitors.  Generally, market prices in the fruit and vegetable processing industry adjust more quickly to variations in product availability than an individual processor can adjust its cost structure; thus, in an oversupply situation, a processor’s margins likely will weaken.  We typically have experienced lower margins during times of industry oversupply.

In the past, the fruit and vegetable processing industry has been characterized by excess capacity, with resulting pressure on our prices and profit margins.  Both the Company and our competitorsWe have closed processing plants in response to the downward pressure on prices.  There can be no assurance that our margins will improve in response to favorable market conditions or that we will be able to operate profitably during depressed market conditions. Moreover, fruit and vegetable production outside the United States, particularly in Europe, Asia and South America, is increasing and, in the future, may have a significant effect on competition and create downward pressure on prices.

Our operations are affected by the growing cycles of the fruits and vegetables we process.  When the fruits and vegetables are ready to be picked, we must harvest and process them or forego the opportunity to process fresh picked fruits and vegetables for an entire year.  Most of our fruits and vegetables are grown by farmers under contract with us.  Consequently, we must pay the contract grower for the fruits and vegetables even if we cannot or do not harvest or process them.  Most of our production occurs during the second quarter (July through September) of our fiscal year, which corresponds with the quarter that the growing season ends for most of the produce processed by us.  In that quarter, the growing season ends for most of the vegetables processed by us in the northern United States.  A majority of our sales occur during the third and fourth quarter of each fiscal year due to seasonal consumption patterns for our products.  Accordingly, inventory levels are highest during the second and third quarters, and accounts receivable levels are highest during the third and fourth quarters.  Net sales generated during our third and fourth fiscal quarters have a significant impact on our results of operations.  Because of these seasonal fluctuations, the results of any particular quarter, particularly in the first half of our fiscal year, will not necessarily be indicative of results for the full year or for future years.

BecauseWe set our planting schedules without knowing the effect of the weather on the crops or on the entire industry’s production. Weather conditions during the course of each fruit and vegetable crop’s growing season will affect the volume and growing time of that crop, we must set planting schedules without knowing the effect of the weather on the crops or on the entire industry’s production.crop.  As most fruits and vegetables are produced in more than one part of the U.S., we maythis somewhat reduce ourreduces the risk that our entire crop will be subject to disastrous weather.  The upper Midwest is the primary growing region for the principal vegetables which we pack, namely peas, green beans and corn, and it is also a substantial source of our competitors’ vegetable production.  California is the primary growing region for the fruits we pack, namely peaches, pears, apricots and grapes.  The adverse effects of weather-related reduced production may be partially mitigated by higher selling prices for the fruits and vegetables which are produced.

The materials that we use, such as fruits and vegetables, steel (used to make cans), ingredients and packaging materials as well as the electricity and natural gas used in our business, are commodities that may experience price volatility caused by external factors, including market fluctuations, availability, currency fluctuations and changes in governmental regulations and agricultural programs.  These events can result in reduced supplies of these materials, higher supply costs or interruptions in our production schedules. If prices of these raw materials increase, but we are not ableFor example, demand for corn has been significantly affected by U.S. governmental policies designed to effectively pass such price increases along to our customers, our operating income will decrease.

We have an Alliance Agreement with GMOI,GMOL, whereby we process canned and frozen vegetables for GMOIGMOL, primarily under the Green Giant brand name.  GMOIGMOL continues to be responsible for all of the sales, marketing and customer service functions for the Green Giant products.  The Alliance Agreement has a remaining term of eight years.  Green Giant products packed by us in fiscal 2008 and 2007 constituted approximately 19% and 21%, respectively, of our total sales.  General Mills, Inc. guarantees GMOI’svarious GMOL financial obligations under the Alliance Agreement.

The Alliance Agreement has an initial term ending December 31, 2014, and will be extended automatically for additional five year terms unless terminated in accordance with the provisions of the Alliance Agreement by either party with or without cause.  We are subject to extensive covenants in the Alliance Agreement with respect to quality and delivery of products, maintenance of the Alliance Agreement production plants and other standards of our performance.  If we were to fail in our performance of these covenants, GMOL would be entitled to terminate the Alliance Agreement.  Upon virtually all of the causes of termination enumerated in the Alliance Agreement, GMOIGMOL will acquire legal title to three production plants and certain of the other assets which we acquired under the Alliance Agreement and various financial adjustments between the parties will occur.  If GMOIGMOL or the Company terminates the Alliance Agreement without cause, itthe terminating party must pay us a substantial termination payment.

Green Giant products packed by us in fiscal years 2009 and 2008 constituted approximately 18% and 19%, respectively, of our total sales.  Our sales of Green Giant product and financial performance under the Alliance Agreement depend to a significant extent on our success in producing quality Green Giant vegetables at competitive costs and GMOL’s success in marketing the products produced by us.  The ability of GMOL to successfully market these products will depend upon GMOL’s sales efforts as well as the factors described above under “—Excess capacity in the fruit and vegetable industry has a downward impact on selling price.”  We cannot give assurance as to the volume of GMOL’s sales and cannot control many of the key factors affecting that volume.  Sales to GMOI haveGMOL declined $50$20 million, from $252 million to $202$232 million, between fiscal year 2003 and fiscal year 2008.2009 based on changes in GMOL’s demand for the commodities we produce for them.

All of our products compete with those of other national and regional food processing companies under highly competitive conditions.  The vegetable products which we sell under our own brand names not only compete with vegetable products produced by vegetable processing competitors, but also compete with products we produce and sell to other companies who market those products under their own brand names, such as the Green Giant vegetables we sell to GMOIGMOL under the Alliance Agreement and the fruits and vegetables we sell to various retail grocery chains which carry our buyers’ own brand names.

The customers who buy our products to sell under their own brand names control the marketing programs for those products.  In recent years, many major retail food chains have been increasing their promotions, offerings and shelf space allocations for their own fruit and vegetable brands, to the detriment of fruit and vegetable brands owned by the processors, including our own brands.  We cannot predict the pricing or promotional activities of our customers/competitors or whether they will have a negative effect on us.  There are competitive pressures and other factors, which could cause our products to lose market share or result in significant price erosion that could have a material adverse effect onmaterially and adversely affect our business, financial condition and results of operations.

Our ability to competitively serve our customers depends on the availability of reliable and low-cost transportation.

As a food processor, we regularly dispose of produce wastes (silage) and processing water as well as materials used in plant operation and maintenance, and our plant boilers, which generate heat used in processing, produce generally small emissions into the air.  These activities and operations are regulated by federal and state laws and the respective federal and state environmental agencies.  Occasionally, we may be required to remediate conditions found by the regulators to be in violation of environmental law or to contribute to the cost of remediating waste disposal sites, which we neither owned nor operated, but in which, we and other companies deposited waste materials, usually through independent waste disposal companies.  TheFuture possible costs of environmental remediation, contributions and penalties could materially and adversely affect our business, financial condition and results of operations.

In fiscal year 2008, we began planning and design of a new enterprise resource planning system.  Phased implementation commenced during fiscal year 2009 and is currently scheduled to continue during fiscal year 2010.  If the new system is not successfully implemented, we may experience business disruptions, resources being inappropriately diverted and substantial cost overruns.  We may also have inadequate information to manage our businesses and prepare accurate financial information.  In addition, should the project not be successfully completed, the capitalized cost for this remediationproject might have to be expensed, resulting in an unanticipated reduction in profitability.  If any of these risks materialized, our business, financial condition and contributions (including occasional fines)operating results could be materially and adversely affected.

We have not been significant.  As a major food producer,declared or paid any cash dividends on our common stock in more than 25 years and we runhave no intention to do so in the risknear future.  In addition, payment of occasional future costs and inadvertent violations, even though we maintain an environmental department to assist us in environmental compliance.

The Company does not have any unresolved comments from the SEC staff regarding its periodic or current reports under the Securities Exchange Act of 1934, as amended.Act.

The following table details the Company’s manufacturing plants and warehouses:

These facilities primarily process and package various vegetablefruit and fruitvegetable products.  Most of the facilities are owned by the Company.  The Company is a lessee under a number of operating leases for equipment and real property used for processing and warehousing.

AllThe Company considers all of the properties are well maintained and equipped with modern machinery.  All locations, although highly utilized, have the ability to expand as sales requirements justify.  Because of the seasonal production cycles, the exact extent of utilization is difficult to measure.  In certain circumstances, the theoretical full efficiency levels are being reached; however, expansion of the number of production days or hours could increase the output by up to 20% for a season.

Certain of the Company’s facilities are mortgaged to financial institutions to secure long-term debt and capital lease obligations.  See Notes 3, 4 and 5 of Item 8, Financial Statements and Supplementary Data, for additional information about the Company’s long-term debt and lease commitments.

In the ordinary course of its business, the Company is made a party to certain legal proceedings seeking monetary damages, including proceedings involving product liability claims, worker’s compensation and other employee claims, tort and other general liability claims, for which it carries insurance as well as patent infringement and related litigation.  The Company is in a highly regulated industry and is also periodically involved in government actions for regulatory violations and other matters surrounding the manufacturing of its products, including, but not limited to, environmental, employee, and product safety issues. While it is not feasible to predict or determine the ultimate outcome of these matters, the Company does not believe that an adverse decision in any of these legal proceedings would have a material adverse impact on its financial position, results of operations, or cash flows.

On August 2, 2007, the Company received two civil citations from CalOSHA (the state agency responsible for enforcing occupational safety and health regulations), relating to the accidental death of a warehouse employee at the Company’s Modesto facility on February 5, 2007.  The Company is appealing the citations to the California Occupational Safety and Health Appeals Board.  While it is not feasible to predict or determine the ultimate outcome of the CalOSHA matter, the Company does not believe that an adverse decision in any of these legal proceedings would have a material adverse impact on its financial position, results of operations, or cash flows.

On February 8, 2008, a subsidiary of the Company was named as a defendant in a criminal action in Stanislaus County, California, relating to the above accident at the Modesto facility.  The complaint allegesalleged a felony violation of sec. 6425(a) of the California Labor Code by a subsidiary of the Company.  The criminal charges are still pendingwere dropped and being vigorously defended.

On August 10, 2007, the 2007 Equity Incentive Plan (the “2007 Equity Plan”) was approved by shareholders at the Company’s annual meeting.  The 2007 Equity Plan has a 10-year term and authorized the issuance of up to 100,000 shares of either Class A Common Stock and Class B Common Stock or a combination of the two classes of stock.  Also on August 10, 2007 (the “Grant Date”), the Company’s Compensation Committee awarded a total of $100,000 of restricted Class A Common Stock under the terms of the 2007 Equity Plan.  Based on the Grant Date market price of the Class A Common Stock, a total of 3,834 shares were awarded.awarded in fiscal year 2008 and an additional 4,879 shares were awarded in fiscal year 2009.  As of March 31, 2008,2009, there were 96,16691,287 shares available for distribution as part of future awards under thisthe 2007 Equity Plan.  No additional shares have been awarded under the 2007 Equity Plan through the date of this Form 10-K. 

Refer to the information in the 20082009 Annual Report, “Shareholder Information and Quarterly Results”, which is incorporated by reference.