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 23, 2006 /s/ Douglas Good ----------------------------- ------------------------------------- Doug Good, President 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 - -------------------------------------------------------------------------------- NEWS RELEASE JANUARY 23, 2006 CORRECTION VANCOUVER, CANADA - ROCHESTER RESOURCES LTD. (TSXV: RCT AND OTCBB: RCTFF): The Company announces that the exercise price of the 500,000 stock options announced January 17, 2006 is $0.62, not $0.77, based on the closing price of $0.77 less allowable discount. 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.