8-K

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
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                                    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) January 20, 2000


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


                                    MINNESOTA
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                 (State or other jurisdiction of incorporation)


        0-15638                                        41-0498850
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(Commission File Number)                     (IRS Employer Identification No.)

                       Suite 324, Park National Bank Bldg.
                             5353 Wayzata Boulevard
                          Minneapolis, Minnesota 55416
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              (Address of principal executive offices) (Zip Code)


       (Registrant's telephone number, including area code) (612) 546-1500


                                       N/A
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          (Former name or former address, if changed since last report)



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ITEM 5.  OTHER EVENTS.

     On January 20, 2000 Michael Foods, Inc. ("the Company") announced it had
concluded the process of exploring strategic alternatives, including the
possible sale of all, or some, of the Company's businesses, without a
transaction. Additionally, the Company projected fourth quarter 1999 and 1999
diluted earnings per share in excess of analysts' expectations.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (c)  Exhibits

              The following exhibit is filed herewith:

              EXHIBIT NUMBER                DESCRIPTION
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                     20                     News release of Michael Foods, Inc.,
                                            issued January 20, 2000.


                                   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 hereunto duly authorized.


                                    MICHAEL FOODS, INC.


Dated: January 25, 2000              By:  /s/ John D. Reedy
                                        -------------------
                                        John D. Reedy, Vice President-Finance,
                                        Chief Financial Officer and Treasurer


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                                  EXHIBIT INDEX

  EXHIBIT NUMBER                    DESCRIPTION                           PAGE
  --------------                    -----------                           ----

        20                          News release of Michael Foods, Inc.,
                                    issued January 20, 1999.

EX-20

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                        [MICHAEL FOODS, INC. LETTERHEAD]








MICHAEL FOODS COMMENTS ON STRATEGIC REVIEW PROCESS AND STRONG FINANCIALS

MINNEAPOLIS, January 20 -- Michael Foods, Inc. (Nasdaq\NMS:MIKL) today announced
that its Board of Directors has concluded the formal strategic alternatives
review process begun in August 1999. An extensive review of several strategic
alternatives has occurred and there have been a number of preliminary
exploratory discussions with third parties regarding possible business
combinations. However, the Company noted that none of the transactions
investigated satisfied the Board's criteria for enhancing shareholder value. The
Company stressed that enhancing shareholder value remains the primary and
on-going mission of its Board of Directors and management. The Company also
indicated that its Board of Directors may, without further public announcement,
resume its formal strategic review process or, from time to time, respond to
follow-on opportunities created by its prior activities.

The Company also commented on its strong financial condition, noting that fourth
quarter 1999 diluted earnings per share are expected to exceed current analyst
expectations. Diluted EPS for the period are projected within a $0.62-$0.64
range, as compared to analysts' estimates of $0.56-$0.58. As a result, 1999
diluted EPS are projected to be $2.10 - $2.12. Diluted EPS for the fourth
quarter of 1998 were $0.47 and for the year 1998 were $1.83. Management also
noted that cash flow from operations has significantly exceeded expectations in
recent months. The performance of the Egg Products Division, particularly its
value-added lines, and the Refrigerated Distribution Division exceeded the
Company's expectations for the quarter and year. Management cautioned that this
is a preliminary assessment, with final results for the fourth quarter and full
year 1999 being subject to normal closing procedures and the annual audit. Final
1999 financial results are expected to be reported on, or about, February 17,
2000.

Michael Foods, Inc. is a diversified food processor and distributor with
particular interests in egg products, refrigerated grocery products, specialty
dairy products and refrigerated potato products. Principal subsidiaries include
Papetti's Hygrade Egg Products, Inc., M. G. Waldbaum Company, Crystal Farms
Refrigerated Distribution Company, Kohler Mix Specialties, Inc. and Northern
Star Co.

Certain items in this release are forward-looking statements, which are made in
reliance upon the safe harbor provisions of the Securities Litigation Reform Act
of 1995. Such forward-looking




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statements are subject to numerous risks and uncertainties, including the
possibility that strategic actions or transactions to enhance shareholder value
may occur, that finalization of the Company's 1999 audited financial results may
vary from current expectations, and the possibility that final 1999 financial
results will become available sooner, or later, than presently expected. As a
result, the Company's strategic direction and actual financial results could
differ materially from the results estimated by, forecasted by, or implied by
the Company in such forward-looking statements.

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01-20-00