UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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

~~FORM~~ Form 8-K

~~CURRENT~~Current ~~REPORT~~Report

Pursuant to Section 13 or 15(d) of the

Securities ~~and~~ Exchange Act of 1934

Date of Report (Date of earliest event reported): December ~~November 13~~2, 2009

MICHAEL FOODS, INC.

(Exact ~~name~~Name of ~~registrant~~Registrant as Specified ~~specified~~ in ~~its charter~~Charter)

DELAWARE	333-112714	13-4151741
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 of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

301 CARLSON PARKWAY SUITE 400 MINNETONKA, MINNESOTA		55305
301 Carlson Parkway, Suite 400 Minnetonka, Minnesota		55305
(Address of principal executive offices)		(Zip Code)
(Address of Principal Executive Offices)		(Zip Code)

(952) 258-4000

(Registrant’s telephone number, including area code)

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

¨	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 25.02. ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On ~~November 13~~December 2, 2009, ~~Michael~~James ~~Foods~~E. Dwyer, ~~Inc~~Jr. ~~(the~~was ~~“Company”)~~elected ~~issued a news release~~ to the ~~Company’s~~respective ~~debtholders~~Boards ~~pertaining~~of toDirectors (the ~~Company’s~~ ~~financial~~“Boards”) ~~results~~of ~~for~~Michael ~~the~~Foods, ~~first nine months of 2009~~Inc. ~~A copy of~~ (the ~~news~~“Company”) ~~release~~and ~~issued~~its byparent ~~the~~M-Foods ~~Company~~Holdings, inInc. ~~connection~~(“Holdings”). ~~with~~Also, ~~this Report~~ on ~~Form~~December 2, ~~8-K~~2009, ~~under~~Mr. Dwyer ~~Item~~was ~~9.01~~appointed isPresident ~~attached~~and ~~hereto~~Chief asExecutive ~~Exhibit~~Officer ~~99.1~~of ~~and~~Holdings, effective ~~incorporated~~as byof ~~reference~~October 23, ~~herein~~2009.

~~Item~~Mr. Dwyer 9is the Company’s President and Chief Executive Officer pursuant to the Employment Agreement (the “Employment Agreement”), dated October 23, 2009, between the Company and Mr.01 Dwyer. ~~Financial~~The ~~Statements~~Employment Agreement provides that Mr. Dwyer will be elected to the Board of Directors of the Company. Like all other members of the Boards, Mr. Dwyer will be reimbursed for his usual and ~~Exhibits~~customary expenses incurred in connection with attending meetings of the Boards. Mr. Dwyer receives compensation and benefits as an employee of the Company pursuant to the Employment Agreement, and Mr. Dwyer will receive no additional compensation for his service on the Boards or for his service as President and Chief Executive Officer of Holdings.

~~(c)~~More ~~Exhibits~~information regarding the Employment Agreement, Mr. Dwyer’s arrangements with the Company and Mr. Dwyer’s background are available in the Company’s Current Report on Form 8-K filed on October 29, 2009.

~~The~~SIGNATURE ~~following material is filed as an exhibit to this Current Report on Form 8-K:~~

ExhibitNumber		Description of Exhibit
99.1		News release issued by the Company on November 13, 2009.

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.

Signatures

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, thereunto duly authorized.

Date: November 13, 2009	MICHAEL FOODS, INC.
	By:	/s/ James E. Dwyer, Jr.
		James E. Dwyer, Jr. Its: Chief Executive Officer and President

EXHIBIT INDEX

ExhibitNumber		Description of Exhibit
99.1		News release issued by the Company on November 13, 2009.

MICHAEL FOODS, INC.

Date: December 8, 2009

/S/ GREGG A. OSTRANDER

Executive Chairman

Filing Compare · MICHAEL FOODS INC/NEW