UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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): June 18, 2004
                              (September 17, 2003)

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

         New York                      0-01989                  16-0733425
(State or Other Jurisdiction of (Commission File Number)   (I.R.S. Employer
       Incorporation)                                      Identification No.)

3736 South Main Street, Marion New York                       14505-9751
(Address of principal executive offices)                      (Zip Code)

       Registrant's Telephone Number, Including Area Code: (315) 926-8100

                                       N/A
          (Former name or former address, if changed since last report)



Item 5. Other Events and Regulation FD Disclosure. On September 17, 2003, Seneca
Foods  Corporation  filed a  Certificate  of  Amendment  of its  Certificate  of
Incorporation  with the New York State  Secretary  of State,  a copy of which is
filed as Exhibit 3, attached hereto.

Item 7. Financial Statements and Exhibits. Exhibit 3 Certificate of Amendment of
the Certificate of Incorporation of Seneca Foods Corporation.



                                    SIGNATURE

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.

                                             SENECA FOODS CORPORATION
Dated: June 18, 2004                         By: /s/ Kraig H. Kayser
                                                 -------------------
                                             Name:   Kraig H. Kayser
                                                     President and Chief
                                                       Executive Officer



                                  EXHIBIT INDEX

Exhibit           Description

3                 Certificate of Amendment of the Certificate of Incorporation
                  of Seneca Foods Corporation.