UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d) ofOF ~~the~~THE ~~Securities and Exchange Act of 1934~~

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date~~OF of1934 ~~earliest event reported): October 15, 2003~~

September 17, 2004

Date of Report (Date of earliest event reported)

MICHAEL FOODS, INC.

(Exact name of registrant as specified in its charter)

MINNESOTA	333-63722	41-0498850
Delaware	333-112714	13-4151741
(State or other jurisdiction of incorporation or organization	(Commission File Number)	(I.R.S.Employer Identification No.)
(State or other jurisdiction ofincorporation or organization)	(Commission File Number)	(I.R.S. EmployerIdentification No.)
301 CARLSON PARKWAY
SUITE 400
MINNETONKA, MINNESOTA		55305
(Address of principal executive offices)		(Zip Code)

301 Carlson Parkway, Suite 400, Minnetonka, MN 55305

(Address of principal executive offices)

(Zip Code)

(952) 258-4000

(Registrant’s telephone number, including area code)

~~Item~~(Former 2.Name ~~Acquisition~~ or ~~Disposition~~Former ofAddress, ~~Assets~~if Changed Since Last Report)

~~(a) On~~Check ~~October 15, 2003,~~ the ~~Registrant completed~~appropriate ~~the~~box ~~sale~~below ofif ~~its dairy business, consisting of~~ the ~~development,~~Form ~~manufacturing, processing, distribution, marketing and sales of coffee creamers, half & half, whipping cream, soft~~8-~~serve~~K ~~mix~~filing ~~and~~is ~~other~~intended ~~specialty dairy items,~~ to ~~Suiza~~simultaneously ~~Dairy Group, Inc., a Delaware corporation and wholly-owned subsidiary of Dean~~satisfy ~~Foods Company, based in Dallas, Texas, for a cash purchase price of $156,050,000, subject to standard working capital and tax adjustments. The proceeds of~~ the ~~sale~~filing ~~were~~obligation ~~distributed for the payment~~ of ~~taxes related to~~ the ~~operation~~registrant ~~and~~under ~~sale~~any of the ~~dairy business~~following ~~and~~provisions ~~repayment~~(see ofGeneral ~~a portion~~Instruction ~~of the Registrant’s senior bank debt~~A. The sale was accomplished through the transfer of the equity securities of M-Foods Dairy, LLC, M-Foods Dairy TXCT, LLC, and certain related entities, which own and operate the dairy business, pursuant to a Securities Purchase Agreement dated October 1, 2003, by and among Suiza Dairy Group, Inc., the Registrant and certain of the Registrant’s subsidiaries and affiliates, a copy of which is attached as Exhibit 2.1 tobelow): ~~this report.~~

~~Item~~¨ 7.Written ~~Financial~~communications ~~Statements,~~pursuant ~~Pro~~to ~~Forma~~Rule ~~Financial~~425 ~~Information~~under ~~and~~the ~~Exhibits~~Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (~~c) Exhibits~~17 CFR 240.14a-12)

~~The~~¨ ~~following~~Pre-commencement ~~material~~communications ispursuant ~~filed~~to asRule an14d-2(b) ~~exhibit~~under tothe ~~this~~Exchange ~~Current~~Act ~~Report~~(17 onCFR ~~Form 8~~240.14d-K:2(b))

Exhibit Number		Description of Exhibit
2.1		Securities Purchase Agreement with Suiza Dairy Group, Inc. dated October 1, 2003.*

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

*AItem ~~copy of any omitted exhibits or schedules to Exhibit 2.~~1 ~~will be furnished to the Commission upon request~~.01 A– ~~list~~Entry ofinto ~~such~~a ~~exhibits~~Material ~~and~~Definitive ~~schedules~~Agreement ~~is included as part of Exhibit 2.1.~~

2On September 17, 2004, Michael Foods, Inc. (the “Company”) entered into amendments of the Company’s existing $591.3 million Senior Secured Credit Facility as well as its existing $135.0 million Senior Unsecured Term Loan, both of which are guaranteed by the Company’s parent and each of the Company’s existing and future direct and indirect domestic subsidiaries. The amendments to the Senior Secured Credit Facility and the Senior Unsecured Term Loan were initiated to allow for an offering of 9.75% Senior Discount Notes by the Company’s parent, M-Foods Holdings, Inc., to allow for a return of capital to the existing equityholders of the Company, and to replace the existing term loans outstanding under the term loan facility of the Senior Secured Credit Facility with new term loans in the same amount with lower interest rates.

~~Signatures~~Item 9.01 (c) – Financial Statements and Exhibits

~~Pursuant to~~The ~~the~~following ~~requirements~~material is offiled ~~the~~as ~~Securities~~an ~~Exchange~~exhibit ~~Act~~to ~~of 1934, the registrant has duly caused~~ this ~~report~~Current toReport ~~be signed~~ on ~~its~~Form ~~behalf~~8-K: ~~by the undersigned, thereunto duly authorized.~~

Date: October 16, 2003	MICHAEL FOODS, INC.
ExhibitNumber		Description of Exhibit
	By:	/s/ John D. Reedy
10.32		Amendment No. 1 to the Senior Unsecured Term Loan Agreement dated as of September 17, 2004, among Michael Foods, Inc., M-Foods Holdings, Inc., the banks, financial institutions and other institutional lenders parties to the Senior Unsecured Term Loan Agreement and Bank of America, N.A., as administrative agent
		John D. Reedy
10.33		Amendment No. 1 to Credit Agreement dated as of September 17, 2004, among Michael Foods, Inc., M-Foods Holdings, Inc., the banks, financial institutions and other institutional lenders parties to Credit Agreement and Bank of America, N.A., as administrative agent
		Its: Chief Financial Officer

~~EXHIBIT INDEX~~SIGNATURE

Exhibit Number		Description of Exhibit
2.1		Securities Purchase Agreement with Suiza Dairy Group, Inc. dated October 1, 2003.

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.


	MICHAEL FOODS, INC.

DATE: September 21, 2004	By:	/s/ John D. Reedy
		John D. Reedy
		Executive Vice President and
		Chief Financial Officer

Exhibit Index


Exhibit Number		Description of Exhibit
10.32		Amendment No. 1 to the Senior Unsecured Term Loan Agreement dated as of September 17, 2004, among Michael Foods, Inc., M-Foods Holdings, Inc., the banks, financial institutions and other institutional lenders parties to the Senior Unsecured Term Loan Agreement and Bank of America, N.A., as administrative agent.

10.33		Amendment No. 1 to Credit Agreement dated as of September 17, 2004, among Michael Foods, Inc., M-Foods Holdings, Inc., the banks, financial institutions and other institutional lenders parties to Credit Agreement and Bank of America, N.A., as administrative agent.

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