8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

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

Date of report (Date of earliest event reported): November 20, 2006

Nash-Finch Company

(Exact name of Registrant as specified in its charter)

Delaware	0-785	41-0431960
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

7600 France Avenue South, Minneapolis, Minnesota	55435
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (952) 832-0534

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 7.01 Regulation FD Disclosure.
SIGNATURE
Exhibit Index
Notice of Adjustment

Item 7.01 Regulation FD Disclosure.

Nash-Finch Company is furnishing the Notice of Adjustment of Conversion Rate of the Senior Subordinated Convertible Notes Due 2035 (the “Notes”) distributed to holders of Notes on November 20, 2006, which is attached as Exhibit 99.1 to this report.

The information, including the exhibit attached hereto, in Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number	Description
99.1	Notice of Adjustment of Conversion Rate of the Senior Subordinated Convertible Notes Due 2035

2

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.

	NASH-FINCH COMPANY
Dated: November 20, 2006	By:	/s/ LeAnne M. Stewart
		LeAnne M. Stewart
		Senior Vice President and Chief Financial Officer

3

Exhibit Index

Exhibit
No.	Description
99.1	Notice of Adjustment of Conversion Rate of the Senior Subordinated Convertible Notes Due 2035

EX-99.1

Exhibit 99.1

November 20, 2006

VIA OVERNIGHT CARRIER
The Depository Trust Company
Proxy Department
55 Water Street
New York, NY 10041

Re:	Notice of Adjustment of Conversion Rate of the Senior Subordinated
	Convertible Notes Due 2035

To the Holders of our Senior Subordinated Convertible Notes Due 2035:

     Reference is made to the indenture, dated as of March 15, 2005 (the “Indenture”), by and between Nash-Finch Company (the “Company”), as issuer, and Wells Fargo Bank, National Association, as trustee (the “Trustee”), relating to the Company’s Senior Subordinated Convertible Notes Due 2035 (the “Notes”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Indenture.

     On each of April 19, 2005, July 20, 2005, November 9, 2005, February 24, 2006, April 25, 2006, July 18, 2006 and November 8, 2006, the Board of Directors of the Company declared a Common Stock dividend of $0.18 (collectively, the “New Dividends”). On an aggregated basis the New Dividends have triggered a requirement under the Indenture that the Company adjust the Conversion Rate of the Notes pursuant to Section 4.08(a)(5) of the Indenture

     Pursuant to Section 4.10 of the Indenture, the Company hereby gives notice to the holders of the Notes that the Conversion Rate at which shares of Common Stock will be delivered upon conversion will be adjusted to 9.4164 shares of Common Stock for each $1,000 principal amount of the Notes. The increased Conversion Rate was calculated for each of the New Dividends by multiplying (x) the Conversion Rate in effect immediately prior to the close of business on the record date fixed for the determination of shareholders entitled to receive the most recent New Dividend, by (y) a fraction (the “Fraction”). The numerator of the Fraction was equal to the Current Market Price on such record date. The denominator of the Fraction was equal to the Current Market Price on such record date less an amount equal to the quotient of (i) the aggregate amount of the cash distributed pursuant to the New Dividends in excess of the Dividend Threshold Amount, and (ii) the number of shares of Common Stock outstanding on such record date.

     Pursuant to Section 4.09(b) of the Indenture, no adjustment of the Conversion Rate was required unless such adjustment resulted in an increase or decrease of at least 1% in the Conversion Rate as last adjusted; provided, however, that any adjustments that would be required to be made but for Section 4.09(b) are carried forward and taken into account in any subsequent adjustment.

     The attached table outlines the calculation of the Conversion Rate for each of the New Dividends.

Very truly yours,
By:	/s/ Alec. C. Covington
	Name:	Alec C. Covington
	Title:	President and Chief Executive Officer

NASH-FINCH COMPANY
SENIOR SUBORDINATED CONVERTIBLE NOTES DUE 2035
Adjustment Of Conversion Rate

	Dividend Record Date	5/27/2005			8/19/2005			11/18/2005			3/3/2006			5/19/2006			8/18/2006			11/17/2006
	Dividend Payment Date	6/10/2005			9/2/2005			12/2/2005			3/17/2006			6/2/2006			9/1/2006			12/1/2006
A	Prior Conversion Rate (Previous Column B)		9.3120			9.3120			9.3120			9.3120			9.3120			9.3120			9.3120
B	Adjusted Conversion Rate (J if K > 1%)		9.3120			9.3120			9.3120			9.3120			9.3120			9.3120			9.4164
C	Calculated Conversion Rate carried forward (Previous J)		9.3120			9.3241			9.3342			9.3484			9.3621			9.3802			9.4003
D	Current Market Price (2)	$	34.68			41.52			29.59			30.81			23.27			21.09			26.25
E	Dividend Per Share	$	0.1800			0.1800			0.1800			0.1800			0.1800			0.1800			0.1800
F	Dividend Threshold Amount	$	0.1350			0.1350			0.1350			0.1350			0.1350			0.1350			0.1350
G	Shares Outstanding		12,783,883			13,189,683			13,285,933			13,318,885			13,336,928			13,353,049			13,384,620
H	Aggregate Cash Dividends Above Threshold (G*(E-F))	$	575,274.74			593,535.74			597,866.99			599,349.83			600,161.76			600,887.21			602,307.90
I	Fraction (D/(D-(H/G)))		1.0013			1.0011			1.0015			1.0015			1.0019			1.0021			1.0017
J	Calculated Conversion Rate (C*I) (1)		9.3241			9.3342			9.3484			9.3621			9.3802			9.4003			9.4164
K	Adjustment Percentage Change (J/A-1)		0.13	%		0.24	%		0.39	%		0.54	%		0.73	%		0.95	%		1.12	%

(1)	Not in effect until the accumulated change is greater than 1%
(2)	Average of the Closing Prices on the 10 consecutive Trading Days ending on record date