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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

        Date of Report (Date of earliest event reported): February 21, 2002

                               MICHAEL FOODS, INC.
             (Exact name of registrant as specified in its charter)


       MINNESOTA                         0-15638                41-0498850
(State or other jurisdiction of   (Commission File Number)    (I.R.S.Employer
 incorporation or organization                               Identification No.)

       5353 WAYZATA BOULEVARD, SUITE 324
            MINNEAPOLIS, MINNESOTA                                 55416
     (Address of principal executive offices)                   (Zip Code)

                                   (952) 546-1500
                (Registrant's telephone number, including area code)





Item 7.   Exhibits

  (c)     Exhibits.

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




            Exhibit Number                Description of Exhibit
            --------------                ----------------------
                                
                2.1                News Release issued by the Company on
                                   February 21, 2002.



Item 9.   Regulation FD Disclosure.

     On February 21, 2002, Michael Foods, Inc. (the "Company") issued a news
release to the Company's debtholders pertaining to the Company's financial
results for the three months ended December 31, 2001 and the pro forma
financial results for the year ended December 31, 2001.

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                                   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:  February 21, 2002             MICHAEL FOODS, INC.


                                     By:      /s/Gregg A. Ostrander
                                        ---------------------------------------
                                        Gregg A. Ostrander
                                        Its:  Chairman, Chief Executive Officer
                                              and President

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                                  EXHIBIT INDEX




Exhibit Number                          Description of Exhibit
- --------------                          ----------------------
                      
     2.1                 News Release issued by the Company on February 21, 2002.



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