As filed with the Securities and Exchange Commission on September 20, 1996
                                                     Registration No. 333-
================================================================================
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                            SENECA FOODS CORPORATION
             (Exact name of registrant as specified in its charter)
                               New York 16-0733425
                (State or other jurisdiction                 (I.R.S. Employer
              of incorporation or organization)             Identification No.)
                           1162 Pittsford-Victor Road
                            Pittsford, New York 14534
                                 (716) 385-9500
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                Seneca Foods Corporation Employees' Savings Plan
                            (Full title of the plan)

                         KRAIG H. KAYSER, President and
                             Chief Executive Officer
                           1162 Pittsford-Victor Road
                            Pittsford, New York 14534
                                 (716) 385-9500
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)



                                   Copies to:
                            WILLIAM I. SCHAPIRO, Esq.
                          Jaeckle, Fleischmann & Mugel
                             800 Fleet Bank Building
                              Twelve Fountain Plaza
                             Buffalo, New York 14202
                                 (716) 856-0600

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================------------------------------------------------------------------------------
 Title of Each Class of Securities to be Registered          Amount               Proposed            Proposed         Amount of
                                                              to be                Maximum             Maximum      Registration Fee
                                                           Registered*         Offering Price         Aggregate
                                                                                 Per Share**      Offering Price**
====================================================================================================================================
<S>                                                          <C>                    <C>               <C>             <C> 

Shares of Class A Common Stock,
$0.25 par value per share...........................         250,000                $16.50            $4,125,000      $1422.41
====================================================================================================================================

<FN>

*   In addition,  pursuant to Rule 416(c) under the Securities Act of 1933, this
    Registration  Statement also covers an indeterminate  amount of interests to
    be offered or sold pursuant to the employee benefit plan described herein.
**  Estimated  solely for purposes of calculating the  registration fee pursuant
    to Rule 457(h) under the  Securities Act of 1933 on the basis of the average
    of the high and low prices,  as reported by the NASDAQ National  Market,  of
    the shares of Class A Common Stock, on September 19, 1996.
</FN>
====================================================================================================================================
====================================================================================================================================
</TABLE>



<PAGE>



================================================================================

================================================================================


                                      - i -




                                      - i -
                                     PART I


                  In accordance  with the  instructional  Note to Part 1 of Form
S-8 as promulgated by the Securities and Exchange  Commission,  the  information
specified  by Part 1 of  Form  S-8  has  been  omitted  from  this  Registration
Statement  on Form S-8 for  offers of  shares of Class A common  stock of Seneca
Foods Corporation pursuant to the benefit plan referred to herein. The documents
containing the information required by Part I of the Registration  Statement and
required to be delivered  to  employees  pursuant to Rule 428(b) will be sent or
given to the plan participants.

                  Additionally,  participants  in the Seneca  Foods  Corporation
Employees' Savings Plan (the "Plan") are entitled to the documents  incorporated
by  reference  in  Item 3 of Part II of  this  Registration  Statement,  without
charge, upon written or oral request. Such requests should be directed to Seneca
Foods Corporation,  Attention: Secretary, 1162 Pittsford-Victor Road, Pittsford,
New York 14534 (telephone: (716) 385-9500).


<PAGE>



================================================================================

================================================================================
                                      II-8
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.       Incorporation of Documents by Reference.

                  The following documents filed by Seneca Foods Corporation (the
"Company") with the Securities and Exchange  Commission are incorporated in this
Registration Statement by reference:

     (a) The Company's Annual Report on Form 10-K for the year ended March 31, 
     1996;

     (b) Seneca Foods  Corporation  Employees'  Savings Plan Annual  Report (IRS
     Form 5500) for the year ended March 31, 1995;
                  
     (c) The  Company's  Quarterly  Report on Form 10-Q for the  fiscal  quarter
     ended June 30, 1996; and
     
     (d) All other  reports filed by the Company  pursuant to Sections  13(a) or
     15(d) of the Securities Exchange Act of 1934.
            
                  All documents  subsequently  filed by the Company  pursuant to
Sections  13(a),  13(c),  14 and 15(d) of the  Securities  Exchange Act of 1934,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed  to be  incorporated  by  reference  in the
Registration  Statement  and to be part  hereof  from the date of filing of such
documents (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents").

                  Any statement  contained in an Incorporated  Document shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed  Incorporated  Document  modifies or supersedes such  statement.  Any such
statement  so  modified  or  superseded  shall not be deemed,  as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4.           Description of Securities.

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel.

                  Not applicable.


Item 6.       Indemnification of Directors and Officers.

                  The Company's  Certificate of Incorporation  provides that the
Company is  required  to  indemnify  each and every  officer or  director of the
Company,  even those whose term has expired,  for any and all expenses  actually
and  necessarily  incurred by such  director or officer in  connection  with the
defense of any action,  suit or proceeding in which he is made a party by reason
of being or having been a director or officer of the Company. The Company is not
required to indemnify a director or officer for matters as to which such officer
or  director  is  adjudged  to be  liable  for  neglect  or  misconduct  in  the
performance  of his duties as director or  officer.  Further,  the rights of the
officers or directors to  indemnification  are not exclusive of any other rights
to which an officer or director of the Company is entitled.

                  Under the Company's  Bylaws,  the Company has the authority to
indemnify its directors and officers to the fullest extent  permitted by the New
York  Business   Corporation  Law  (ss.ss.721-726)   (the  "BCL").  The  Bylaws,
reflecting New York law, extend such protection to any person made or threatened
to be made a party to any action or proceeding, including an action by or in the
right of any other  corporation,  partnership,  joint venture,  trust,  employee
benefit plan or other enterprise, which any director, officer or employee of the
Company  served in any capacity at the request of the Company,  by reason of the
fact that such  director or officer,  his  testator  or  intestate,  is or was a
director or officer of the Company or is or was serving such  enterprise  at the
request of the  Company.  The Bylaws  provide that such  indemnification  may be
authorized  pursuant  to  the  terms  and  conditions  of  (i) a  resolution  of
shareholders;  (ii) a resolution of the Board of  Directors;  (iii) an agreement
providing for such indemnification or (iv) any judicial or other legal authority
which entitles the director, officer or employee to such indemnification.

                  The  BCL  provides  that,  if  successful  on  the  merits  or
otherwise,  an officer or director is entitled to indemnification by the Company
against amounts paid in settlement and reasonable expenses, including attorneys'
fees,  actually and necessarily  incurred in connection with the defense of such
action or proceeding,  or any appeal therein,  if such director or officer acted
in good faith, for a purpose which he reasonably  believed to be in, or at least
not opposed to, the best interests of the Company. The termination of any action
or proceeding by judgment, settlement, conviction or plea of nolo contendere, or
its  equivalent,  does not itself create the  presumption  that such director or
officer did not act, in good faith,  for a purpose which he reasonably  believed
to be in, or not  opposed to, the best  interests  of the Company or that he had
reasonable cause to believe that his conduct was unlawful.

                  If a  corporation  fails  to  provide  indemnification  to its
directors or officers,  the BCL provides that despite any contrary resolution of
the board of  directors  or  shareholders,  indemnification  may be  awarded  by
application  to  the  appropriate  judicial  authority.   Application  for  such
court-ordered  indemnification  may be  made  either  in  the  civil  action  or
proceeding  in which the expenses were incurred or other amounts were paid or to
the supreme court in a separate proceeding.


Item 7.       Exemption from Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.

                  The  registrant  hereby  undertakes to submit the Plan and any
amendment thereto to the Internal Revenue Service ("IRS") in a timely manner and
will make all changes required by the IRS in order to qualify the Plan.

Exhibit
Number            Description of Exhibits

5                 Opinion of Jaeckle, Fleischmann & Mugel, filed herewith.

23(a)             Consent of Deloitte & Touche LLP, filed herewith.

23(b)             Consent of Jaeckle, Fleischmann & Mugel (contained in Exhibit
                  5 above).

24                Power of Attorney, filed herewith at page II-5.

Item 9.           Undertakings.

                  The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in the registration statement;
 
    (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement;

                  Provided,  however,  that  paragraphs  (i) and (ii)  shall not
apply if the information  required to be included in a post-effective  amendment
by those  paragraphs is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or


<PAGE>


Section 15(d) of the Securities  Exchange Act of 1934 that are  incorporated  by
reference in the registration statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

                  (4) That, for purposes of determining  any liability under the
Securities Act of 1933, each filing of the  registrant's  annual report pursuant
to Section  13(a) or Section 15(d) of the  Securities  Exchange Act of 1934 (and
each filing of an employee  benefit  plan's  annual  report  pursuant to Section
15(d) of the Securities  Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (5) That, for purposes of determining  any liability under the
Securities Act of 1933, each filing of the  registrant's  annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (6) Insofar as indemnification  for liabilities  arising under
the  Securities  Act of  1933  may  be  permitted  to  directors,  officers  and
controlling  persons of the registrant  pursuant to the provisions  described in
Item 6 or otherwise,  the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore,  unenforceable. In
the event that a claim for indemnification  against such liabilities (other than
the  payment by the  registrant  of  expenses  incurred  or paid by a  director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered,  the registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.


<PAGE>


                                   SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Pittsford, New York on September 4, 1996.

                                                  SENECA FOODS CORPORATION


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


                                POWER OF ATTORNEY


                  Each person whose signature  appears below hereby  constitutes
and  appoints  each of Kraig H. Kayser and Arthur S. Wolcott his or her true and
lawful  attorney-in-fact  and agent,  each with full power of  substitution  and
revocation,  for him or her and in his or her name,  place and stead, in any and
all  capacities,  to  sign  any  and all  amendments  (including  post-effective
amendments)  to this  Registration  Statement,  and to file  the  same  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange Commission, granting unto each such attorney-in-fact and
agent,  full power and  authority  to do and perform each such and every act and
thing  requisite  and necessary to be done, as fully to all intents and purposes
as such person might or could do in person,  hereby ratifying and confirming all
that said  attorney-in-fact  and agent or his or her substitute or  substitutes,
may lawfully do or cause to be done by virtue hereof.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  registration  statement  and the  foregoing  Powers of Attorney  have been
signed  on the  dates  indicated  by the  following  persons  in the  capacities
indicated.


         Signature                       Title                       Date


 /s Arthur S. Wolcott            Chairman and Director        September 4, 1996
- ---------------------------
Arthur S. Wolcott

 /s Kraig H. Kayser              President, Chief Executive   September 4, 1996
- ---------------------------
Kraig H. Kayser                  Officer and Director

 /s Philip G. Paras              Vice President, Finance      September 4, 1996
- ---------------------------
Philip G. Paras

 /s Devra A. Bevona              Treasurer                    September 4, 1996
- ---------------------------
Devra A. Bevona

 /s Jeffrey L. Van Riper         Controller and Secretary     September 4, 1996
- ---------------------------
Jeffrey L. Van Riper             (Principal Accounting Officer)

                                  Director                     __________, 1996
Robert T. Brady

 /s David L. Call                 Director                    September 6, 1996
- ---------------------------
David L. Call

 /s Edward O. Gaylord              Director                   September 9, 1996
- ---------------------------
Edward O. Gaylord

 /s G. Brymer Humphreys            Director                   September 10, 1996
- ---------------------------
G. Brymer Humphreys

 /s Susan W. Stuart                Director                   September 7, 1996
- ---------------------------
Susan W. Stuart


223973
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{"company-data": {"conformed-name": "SENECA FOODS CORP /NY/", "cik": "0000088948", "assigned-sic": "2033", "irs-number": "160733425", "state-of-incorporation": "NY", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-12365", "film-number": "96632531"}, "business-address": {"street1": "1162 PITTSFORD VICTOR RD", "city": "PITTSFORD", "state": "NY", "zip": "14534", "phone": "7163859500"}, "former-company": [{"former-conformed-name": "PIERCE S S COMPANY INC", "date-changed": "19861210"}, {"former-conformed-name": "SENECA FOODS CORP", "date-changed": "19780425"}, {"former-conformed-name": "SENECA GRAPE JUICE CORP", "date-changed": "19710419"}]}
As filed with the Securities and Exchange Commission on September 20, 1996
                                                     Registration No. 333-
================================================================================
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            SENECA FOODS CORPORATION
             (Exact name of registrant as specified in its charter)
                               New York 16-0733425
                (State or other jurisdiction                 (I.R.S. Employer
              of incorporation or organization)             Identification No.)
                           1162 Pittsford-Victor Road
                            Pittsford, New York 14534
                                 (716) 385-9500
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                Seneca Foods Corporation Employees' Savings Plan
                            (Full title of the plan)

                         KRAIG H. KAYSER, President and
                             Chief Executive Officer
                           1162 Pittsford-Victor Road
                            Pittsford, New York 14534
                                 (716) 385-9500
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                            WILLIAM I. SCHAPIRO, Esq.
                          Jaeckle, Fleischmann & Mugel
                             800 Fleet Bank Building
                              Twelve Fountain Plaza
                             Buffalo, New York 14202
                                 (716) 856-0600

                         CALCULATION OF REGISTRATION FEE
======================================================------------------------------------------------------------------------------
 Title of Each Class of Securities to be Registered          Amount               Proposed            Proposed         Amount of
                                                              to be                Maximum             Maximum      Registration Fee
                                                           Registered*         Offering Price         Aggregate
                                                                                 Per Share**      Offering Price**
====================================================================================================================================
Shares of Class A Common Stock,
$0.25 par value per share...........................         250,000                $16.50            $4,125,000      $1422.41
====================================================================================================================================
*   In addition,  pursuant to Rule 416(c) under the Securities Act of 1933, this
    Registration  Statement also covers an indeterminate  amount of interests to
    be offered or sold pursuant to the employee benefit plan described herein.
**  Estimated  solely for purposes of calculating the  registration fee pursuant
    to Rule 457(h) under the  Securities Act of 1933 on the basis of the average
    of the high and low prices,  as reported by the NASDAQ National  Market,  of
    the shares of Class A Common Stock, on September 19, 1996.
====================================================================================================================================
====================================================================================================================================
================================================================================

================================================================================

                                      - i -

                                      - i -
                                     PART I

                  In accordance  with the  instructional  Note to Part 1 of Form
S-8 as promulgated by the Securities and Exchange  Commission,  the  information
specified  by Part 1 of  Form  S-8  has  been  omitted  from  this  Registration
Statement  on Form S-8 for  offers of  shares of Class A common  stock of Seneca
Foods Corporation pursuant to the benefit plan referred to herein. The documents
containing the information required by Part I of the Registration  Statement and
required to be delivered  to  employees  pursuant to Rule 428(b) will be sent or
given to the plan participants.

                  Additionally,  participants  in the Seneca  Foods  Corporation
Employees' Savings Plan (the "Plan") are entitled to the documents  incorporated
by  reference  in  Item 3 of Part II of  this  Registration  Statement,  without
charge, upon written or oral request. Such requests should be directed to Seneca
Foods Corporation,  Attention: Secretary, 1162 Pittsford-Victor Road, Pittsford,
New York 14534 (telephone: (716) 385-9500).
================================================================================

================================================================================
                                      II-8
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference.

                  The following documents filed by Seneca Foods Corporation (the
"Company") with the Securities and Exchange  Commission are incorporated in this
Registration Statement by reference:

     (a) The Company's Annual Report on Form 10-K for the year ended March 31, 
     1996;

     (b) Seneca Foods  Corporation  Employees'  Savings Plan Annual  Report (IRS
     Form 5500) for the year ended March 31, 1995;
                  
     (c) The  Company's  Quarterly  Report on Form 10-Q for the  fiscal  quarter
     ended June 30, 1996; and
     
     (d) All other  reports filed by the Company  pursuant to Sections  13(a) or
     15(d) of the Securities Exchange Act of 1934.
            
                  All documents  subsequently  filed by the Company  pursuant to
Sections  13(a),  13(c),  14 and 15(d) of the  Securities  Exchange Act of 1934,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed  to be  incorporated  by  reference  in the
Registration  Statement  and to be part  hereof  from the date of filing of such
documents (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents").

                  Any statement  contained in an Incorporated  Document shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed  Incorporated  Document  modifies or supersedes such  statement.  Any such
statement  so  modified  or  superseded  shall not be deemed,  as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4.           Description of Securities.

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.       Indemnification of Directors and Officers.

                  The Company's  Certificate of Incorporation  provides that the
Company is  required  to  indemnify  each and every  officer or  director of the
Company,  even those whose term has expired,  for any and all expenses  actually
and  necessarily  incurred by such  director or officer in  connection  with the
defense of any action,  suit or proceeding in which he is made a party by reason
of being or having been a director or officer of the Company. The Company is not
required to indemnify a director or officer for matters as to which such officer
or  director  is  adjudged  to be  liable  for  neglect  or  misconduct  in  the
performance  of his duties as director or  officer.  Further,  the rights of the
officers or directors to  indemnification  are not exclusive of any other rights
to which an officer or director of the Company is entitled.

                  Under the Company's  Bylaws,  the Company has the authority to
indemnify its directors and officers to the fullest extent  permitted by the New
York  Business   Corporation  Law  (ss.ss.721-726)   (the  "BCL").  The  Bylaws,
reflecting New York law, extend such protection to any person made or threatened
to be made a party to any action or proceeding, including an action by or in the
right of any other  corporation,  partnership,  joint venture,  trust,  employee
benefit plan or other enterprise, which any director, officer or employee of the
Company  served in any capacity at the request of the Company,  by reason of the
fact that such  director or officer,  his  testator  or  intestate,  is or was a
director or officer of the Company or is or was serving such  enterprise  at the
request of the  Company.  The Bylaws  provide that such  indemnification  may be
authorized  pursuant  to  the  terms  and  conditions  of  (i) a  resolution  of
shareholders;  (ii) a resolution of the Board of  Directors;  (iii) an agreement
providing for such indemnification or (iv) any judicial or other legal authority
which entitles the director, officer or employee to such indemnification.

                  The  BCL  provides  that,  if  successful  on  the  merits  or
otherwise,  an officer or director is entitled to indemnification by the Company
against amounts paid in settlement and reasonable expenses, including attorneys'
fees,  actually and necessarily  incurred in connection with the defense of such
action or proceeding,  or any appeal therein,  if such director or officer acted
in good faith, for a purpose which he reasonably  believed to be in, or at least
not opposed to, the best interests of the Company. The termination of any action
or proceeding by judgment, settlement, conviction or plea of nolo contendere, or
its  equivalent,  does not itself create the  presumption  that such director or
officer did not act, in good faith,  for a purpose which he reasonably  believed
to be in, or not  opposed to, the best  interests  of the Company or that he had
reasonable cause to believe that his conduct was unlawful.

                  If a  corporation  fails  to  provide  indemnification  to its
directors or officers,  the BCL provides that despite any contrary resolution of
the board of  directors  or  shareholders,  indemnification  may be  awarded  by
application  to  the  appropriate  judicial  authority.   Application  for  such
court-ordered  indemnification  may be  made  either  in  the  civil  action  or
proceeding  in which the expenses were incurred or other amounts were paid or to
the supreme court in a separate proceeding.

Item 7.       Exemption from Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.

                  The  registrant  hereby  undertakes to submit the Plan and any
amendment thereto to the Internal Revenue Service ("IRS") in a timely manner and
will make all changes required by the IRS in order to qualify the Plan.

Exhibit
Number            Description of Exhibits

5                 Opinion of Jaeckle, Fleischmann & Mugel, filed herewith.

23(a)             Consent of Deloitte & Touche LLP, filed herewith.

23(b)             Consent of Jaeckle, Fleischmann & Mugel (contained in Exhibit
                  5 above).

24                Power of Attorney, filed herewith at page II-5.

Item 9.           Undertakings.

                  The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in the registration statement;
 
    (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement;

                  Provided,  however,  that  paragraphs  (i) and (ii)  shall not
apply if the information  required to be included in a post-effective  amendment
by those  paragraphs is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities  Exchange Act of 1934 that are  incorporated  by
reference in the registration statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

                  (4) That, for purposes of determining  any liability under the
Securities Act of 1933, each filing of the  registrant's  annual report pursuant
to Section  13(a) or Section 15(d) of the  Securities  Exchange Act of 1934 (and
each filing of an employee  benefit  plan's  annual  report  pursuant to Section
15(d) of the Securities  Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (5) That, for purposes of determining  any liability under the
Securities Act of 1933, each filing of the  registrant's  annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (6) Insofar as indemnification  for liabilities  arising under
the  Securities  Act of  1933  may  be  permitted  to  directors,  officers  and
controlling  persons of the registrant  pursuant to the provisions  described in
Item 6 or otherwise,  the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore,  unenforceable. In
the event that a claim for indemnification  against such liabilities (other than
the  payment by the  registrant  of  expenses  incurred  or paid by a  director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered,  the registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.
SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Pittsford, New York on September 4, 1996.

                                                  SENECA FOODS CORPORATION

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

                                POWER OF ATTORNEY

                  Each person whose signature  appears below hereby  constitutes
and  appoints  each of Kraig H. Kayser and Arthur S. Wolcott his or her true and
lawful  attorney-in-fact  and agent,  each with full power of  substitution  and
revocation,  for him or her and in his or her name,  place and stead, in any and
all  capacities,  to  sign  any  and all  amendments  (including  post-effective
amendments)  to this  Registration  Statement,  and to file  the  same  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange Commission, granting unto each such attorney-in-fact and
agent,  full power and  authority  to do and perform each such and every act and
thing  requisite  and necessary to be done, as fully to all intents and purposes
as such person might or could do in person,  hereby ratifying and confirming all
that said  attorney-in-fact  and agent or his or her substitute or  substitutes,
may lawfully do or cause to be done by virtue hereof.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  registration  statement  and the  foregoing  Powers of Attorney  have been
signed  on the  dates  indicated  by the  following  persons  in the  capacities
indicated.

         Signature                       Title                       Date

 /s Arthur S. Wolcott            Chairman and Director        September 4, 1996
- ---------------------------
Arthur S. Wolcott

 /s Kraig H. Kayser              President, Chief Executive   September 4, 1996
- ---------------------------
Kraig H. Kayser                  Officer and Director

 /s Philip G. Paras              Vice President, Finance      September 4, 1996
- ---------------------------
Philip G. Paras

 /s Devra A. Bevona              Treasurer                    September 4, 1996
- ---------------------------
Devra A. Bevona

 /s Jeffrey L. Van Riper         Controller and Secretary     September 4, 1996
- ---------------------------
Jeffrey L. Van Riper             (Principal Accounting Officer)

                                  Director                     __________, 1996
Robert T. Brady

 /s David L. Call                 Director                    September 6, 1996
- ---------------------------
David L. Call

 /s Edward O. Gaylord              Director                   September 9, 1996
- ---------------------------
Edward O. Gaylord

 /s G. Brymer Humphreys            Director                   September 10, 1996
- ---------------------------
G. Brymer Humphreys

 /s Susan W. Stuart                Director                   September 7, 1996
- ---------------------------
Susan W. Stuart

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