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): November 30, 2004 (November 24, 2004)

                            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)

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
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         [ ] 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 2.06 Material  Impairments.

Following a comprehensive review of its production capacities,  Seneca Foods has
announced the closure of processing facilities in Walla Walla, WA and Marion, NY
(not including the can  manufacturing  plant).  The Company  estimates the plant
closures  will  result  in a  non-cash  impairment  charge of  $5,710,000  and a
severance  charge of $95,000  (cash).  These  impairments  were  identified as a
material  charge on November 24, 2004 and will be  recognized  in the  Company's
financial statements for the Quarter Ending December 25, 2004.

The  rationalization of the Company's  productive  capacity will: 1) improve the
Company's overall cost structure and competitive position; 2) address the excess
capacity  situation  arising from the recent  acquisition of Chiquita  Processed
Foods,  L.L.C.;  and 3) mitigate  the effect of  inflationary  pressures  on the
Company's raw material inputs such as steel and fuel.






                                    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: November 30, 2004                     By:     /s/ Kraig H. Kayser
                                                     -------------------
                                                     Name:   Kraig H. Kayser
                                                     President and Chief
                                                     Executive Officer