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 FEBRUARY, 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:   February 9, 2006                   /s/ Douglas Good
      -----------------------------        -------------------------------------
                                           Doug Good,
                                           President








                NOTICE DECLARING INTENTION TO BE QUALIFIED UNDER
  NATIONAL INSTRUMENT 44-101 SHORT FORM PROSPECTUS DISTRIBUTIONS ("NI 44-101")



February 9, 2006



To:  British Columbia Securities Commission

Rochester  Resources Ltd. (the "Issuer") intends to be qualified to file a short
form prospectus under NI 44-101.  The Issuer  acknowledges  that it must satisfy
all applicable  qualification  criteria prior to filing a preliminary short form
prospectus.  This notice does not evidence  the Issuer's  intent to file a short
form  prospectus,  to enter into any  particular  financing or transaction or to
become a reporting issuer in any jurisdiction. This notice will remain in effect
until withdrawn by the Issuer.



ROCHESTER RESOURCES INC.

Per:  /s/ DOUGLAS F. GOOD
______________________________
Douglas F. Good, President and CEO