[Seneca Foods Logo]
Seneca Foods Corporation
July 8,
2009
VIA EDGAR
and
FACSIMILE:
703-813-6982
Attention: Sean
Donahue
Securities
and Exchange Commission
450 Fifth
Street, N.W.
Washington,
D.C. 20549
Re: Seneca
Foods Corporation
Registration Statement on Form S-3, as
amended
Commission File No.
333-160358
Ladies
and Gentlemen:
Seneca
Foods Corporation (the “Company”) hereby requests that the above referenced
registration statement be declared effective at 5:00 p.m. on Wednesday, July 8,
2009, or as soon thereafter as is reasonably practicable.
The
Company acknowledges that (i) should the Securities Exchange Commission (the
“Commission”) or the Commission’s staff (the “Staff”), acting pursuant to
delegated authority, declare the registration statement effective, it does not
foreclose the Commission from taking any action with respect to such filing;
(ii) the action of the Commission or the Staff, acting pursuant to delegated
authority, in declaring the registration statement effective, does not relieve
the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and (iii) the Company may not assert this action as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
Very
truly yours,
Seneca
Foods Corporation
By:
/s/Kraig H. Kayser
Kraig H. Kayser
President and Chief Executive
Officer
3736 South Main Street
Marion, New York 14505
315 926 8100
315 926 8300 FAX
www.senecafoods.com