UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 6-K

    REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
                       THE SECURITIES EXCHANGE ACT OF 1934


                         For the month of JANUARY, 2006.

                         Commission File Number: 0-30390


                             ROCHESTER RESOURCES LTD
- --------------------------------------------------------------------------------
                 (Translation of registrant's name into English)

 #1305 - 1090 West Georgia Street, Vancouver, British Columbia, V6E 3V7, Canada
- --------------------------------------------------------------------------------
                    (Address of principal executive offices)


Indicate by check mark whether the registrant  files or will file annual reports
under cover of Form 20-F or Form 40-F:   FORM 20-F  [X]   FORM 40-F  [ ]

Indicate by check mark if the  registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): _______

Indicate by check mark if the  registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): _______

Indicate by check mark whether the  registrant  by  furnishing  the  information
contained  in this Form,  is also  thereby  furnishing  the  information  to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
YES [ ] NO [X]

If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3- 2(b): 82-_____________


                                   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 of the
undersigned, thereunto duly authorized.

                                           ROCHESTER RESOURCES LTD

Date:   January 16, 2006                   /s/ Douglas Good
      -----------------------------        -------------------------------------
                                           Doug Good,
                                           President




                                  FORM 51-102F3

                             MATERIAL CHANGE REPORT


1.       NAME AND ADDRESS OF COMPANY

         ROCHESTER RESOURCES LTD. (the "Issuer")
         #400 - 535 Howe Street, Vancouver, BC, V6C 2Z4
         Phone: (604) 484-6614

2.       DATE OF MATERIAL CHANGE

         January 16, 2006

3.       PRESS RELEASE

         The press  release was  released on January  16, 2006  through  various
         approved  public media and filed with the TSX Venture  Exchange and the
         British Columbia, Alberta and Saskatchewan Securities Commissions.

4.       SUMMARY OF MATERIAL CHANGE(S)

         See attached press release for details.

5.       FULL DESCRIPTION OF MATERIAL CHANGE

         See attached press release for details.

6.       RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102

         Not Applicable

7.       OMITTED INFORMATION

         Not Applicable

8.       OFFICER

         Douglas Good, President & CEO
         Phone: (604) 484-6614

9.       DATE OF REPORT

         January 16, 2006.






                            ROCHESTER RESOURCES LTD.

        Suite 400 - 535 Howe Street, Vancouver, British Columbia, V6C 2Z4
                    Phone: (604) 484-6614 Fax: (604) 688-3348
                          TSX Venture: RCT OTCBB: RCTFF

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NEWS RELEASE                                                    JANUARY 16, 2006

                          CLOSING OF PRIVATE PLACEMENTS

VANCOUVER, CANADA - ROCHESTER RESOURCES LTD. (TSXV:  RCT AND OTCBB:  RCTFF):
Mr. Douglas Good, President,  is pleased to announce the closing of the brokered
and non-brokered  private  placements  announced on November 25 and December 21,
2005,  including  the  subsequent  100,000  unit  increase  on the  non-brokered
portion, as approved by the TSX Venture Exchange. The Company has issued a total
of 5 million units,  at $0.50 per unit,  for gross  proceeds of $2,500,000.  The
units consist of one common share and one-half  common share  purchase  warrant.
Each full warrant entitles the holder to purchase an additional  common share of
the Company,  at a price of $0.65 per share,  until January 16, 2008, subject to
the  acceleration  of the time of expiry in certain  circumstances.  The Company
paid  10%  cash  as  finders'  fees on a  portion  of the  non-brokered  private
placement. As agent for the brokered portion of the private placement, Canaccord
Capital  Corporation  was paid a cash  commission  of 10% of the gross  proceeds
raised,  Agent's  Warrants  equal to 5% of the number of units sold by Canaccord
and a  corporate  finance fee of 25,000  common  shares.  All of the  securities
issued have a hold period expiring on May 17, 2006.

ON BEHALF OF THE BOARD                          -----------------------------
                                                INVESTOR INFORMATION CONTACT:
/s/ DOUGLAS GOOD                                -----------------------------
- -----------------------------                   Douglas Good
Douglas Good, President & CEO                   Tel: (604) 484-6614
                                                -----------------------------
FORWARD LOOKING STATEMENTS
This Company Press Release  contains  certain  "forward-looking"  statements and
information  relating  to the  Company  that  are  based on the  beliefs  of the
Company's  management as well as assumptions  made by and information  currently
available  to the  Company's  management.  Such  statements  reflect the current
risks,  uncertainties  and  assumptions  related to certain  factors  including,
without limitations,  competitive factors, general economic conditions, customer
relations,  relationships with vendors and strategic partners, the interest rate
environment, governmental regulation and supervision, seasonality, technological
change,  changes in industry practices,  and one-time events.  Should any one or
more of these  risks or  uncertainties  materialize,  or should  any  underlying
assumptions  prove  incorrect,  actual  results may vary  materially  from those
described  herein.The TSX Venture  Exchange has not reviewed and does not accept
responsibility for the adequacy or the accuracy of this release.