Seneca Foods Corp — Director's Dealing 2004

Jul 1, 2004

SEC Form 4/A — Form 4/A

Issuer: SENECA FOODS CORP /NY/ (SENEA)
CIK: 0000088948
Period of Report: 2004-07-01

Reporting Person: RUOCCO ROBERT C (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-07-01	Convertible Participating Preferred Stock, par value $.025	$	S	640000	Disposed		Class A Common Stock, par value $.25 (640000)	Indirect

Footnotes

F1: The Convertible Participating Preferred Stock, par value $.025, is convertible on a share for share basis into Class A Common Stock, par value $.25.

F2: This Amendment to Form 4 is being filed to correct the transaction date and security price with respect to a sale transaction that was previously reported on a Form 4 filed on 06/25/04.

F3: Not applicable.

F4: The Reporting Person is one of three individual general partners of Carl Marks Management Company, L.P. ("CMMC"), a Delaware limited partnership and registered investment adviser, which is the sole general partner of (i) Carl Marks Strategic Investments, L.P. ("CMSI"), a Delaware limited partnership and private investment partnership, and (ii) Carl Marks Strategic Investments II, L.P. ("CMSIII"), a Delaware limited partnership and private investment partnership. The sale transaction reported above was effectuated by CMSIII. As of the date hereof, CMSI and CMSIII owned, in the aggregate, 2,355,736 shares of the Convertible Participating Preferred Stock, par value $.025 (the "Shares") of Seneca Foods Corporation (the "Issuer").

F5: The Shares which are owned by CMSI and CMSIII may be deemed to be beneficially owned (i) indirectly by CMMC, as general partner of CMSI and CMSIII, and (ii) indirectly, on a shared basis, by the Reporting Person and the two other individual general partners of CMMC, who share the power to direct the vote or disposition of such securities. CMMC, CMSI, CMSIII and the two other individual general partners of CMMC have filed or will file separately statements pursuant to Section 13 and Section 16 of the Securities Exchange Act of 1934, as amended, with respect to the securities of the Issuer which they may be deemed to beneficially own. The Reporting Person's interests in the securities reported herein as being indirectly beneficially owned by the Reporting Person are limited to his pecuniary interest in CMSI and CMSIII, if any.