UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of earliest ~~1934~~event reported): December 21, 2009

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

MICHAEL FOODS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

333-112714

13-4151741

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

301 Carlson Parkway, Suite 400

Minnetonka, Minnesota

55305

(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 5 1.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~(d)~~1. Amendment to Limited Liability Company Agreement. On December 221, 2009, ~~James~~Michael E.Foods ~~Dwyer~~Investors, ~~Jr.~~LLC ~~was elected to the respective Boards of Directors~~ (the “~~Boards~~LLC”), the indirect parent of Michael Foods, Inc., ~~(the~~entered ~~“Company”)~~into a Third Amended and ~~its~~Restated ~~parent~~Limited ~~M-Foods~~Liability ~~Holdings,~~Company ~~Inc.~~Agreement ~~(“Holdings”).~~in ~~Also,~~order onto ~~December 2,~~create ~~2009~~a new class of limited liability company units, MrClass H Units. ~~Dwyer~~ ~~was~~The ~~appointed~~Class ~~President~~H ~~and~~Units ~~Chief~~will ~~Executive~~participate ~~Officer~~in distributions of ~~Holdings,~~the ~~effective~~LLC asafter a certain threshold amount of ~~October 23~~distributions have been made to all other unitholders of the LLC, ~~2009~~and the Class H Units will be issued to an existing employee of Michael Foods, Inc.

Mr2. ~~Dwyer~~ isAmendment ~~the Company’s President and Chief Executive Officer pursuant~~ to ~~the~~ ~~Employment~~Securityholders Agreement. ~~(the~~Also ~~“Employment~~on ~~Agreement”), dated October~~December 2321, 2009, ~~between~~ the ~~Company~~LLC ~~and~~entered ~~Mr. Dwyer.~~into ~~The~~a ~~Employment~~Fourth ~~Agreement~~Amendment ~~provides that Mr. Dwyer will be elected~~ to ~~the~~Securityholders ~~Board~~Agreement of ~~Directors of~~ the ~~Company. Like~~LLC ~~all~~in ~~other~~order ~~members~~to ofinclude the ~~Boards,~~Class ~~Mr. Dwyer~~H ~~will~~Units ~~be reimbursed for his usual and customary expenses incurred~~ in ~~connection~~the ~~with~~description ~~attending meetings~~ of ~~the~~units ~~Boards. Mr. Dwyer receives compensation and benefits as an employee~~ of the ~~Company~~ ~~pursuant~~LLC subject to ~~the~~such ~~Employment Agreement, and Mr~~agreement. ~~Dwyer~~ ~~will receive no additional compensation for his service on the Boards or for his service as President and Chief Executive Officer of Holdings.~~

More 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.

SIGNATURE

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.	~~MICHAEL FOODS, INC.~~
Date: December 8, 2009		By:	/S/ GREGG A. OSTRANDER
Date: December 22, 2009	By:	/s/ James E. Dwyer, Jr.
	Its:	~~Its:~~Chief Executive Officer and President	~~Executive Chairman~~

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