SecProbe.io

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December 21, 2005

Ms. April Sifford
United States Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549-7010

   Re:   Land O'Lakes, Inc.
         Form 10-K for the Fiscal Year Ended December 31, 2004
         Filed March 30, 2005
         File No. 333-84486

Dear Ms. Sifford:

On behalf of Land O'Lakes, Inc. (the "Company"), I am writing in response to the
comments made by the staff (the "Staff") of the Securities and Exchange
Commission (the "Commission") in its letter dated November 30, 2005 (the
"Comment Letter") with respect to the Company's annual report on Form 10-K for
the year ended December 31, 2004 (File No. 333-84486) ("Form 10-K"). Thank you
again for allowing us additional time to respond.

For the convenience of the Staff's review, we have set forth the comments
contained in the Staff's Comment Letter above each of the Company's
corresponding responses.

STAFF COMMENT:

1.       We note that you purchase all of the milk produced by your members for
         a fixed period of time, generally one year or less. Please tell us how
         you considered FIN 46 in determining whether to consolidate these
         members.

MANAGEMENT RESPONSE:

As a cooperative, the Company purchases approximately 96% of its raw milk
requirements from its members, who are principally individual, independent
farmers. These farmers, who conduct business as sole proprietors, partnerships
or corporations, supply milk to the Company under short-term, renewable
contracts, generally for one year. The short-term nature of the contracts
enables farmers to change the parties with whom they contract to sell their milk
each year. Accordingly, the Company experiences changes in the sources of its
milk supply each year based, in part, on farmers shifting the sale of their milk
production among competitors in the industry.

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The Company believes that FIN 46 does not specifically apply to its members
because: 1) farmers that are organized as sole proprietors are not considered
entities under paragraph 3 of FIN46R, 2) given the short-term nature of the
Company's purchase obligation with respect to any particular farmer, the
Company's relationship with these farmers does not have the characteristics of a
controlling financial interest, and 3) the Company has no direct or indirect
financial ownership interest in these independent farmers. In addition, many of
these farmers have other farm operations that do not involve the Company's dairy
business.

STAFF COMMENT:

2.       Please tell us why you have presumed for accounting purposes that you
         will acquire the remaining 42.5% of MoArk, and thus recorded the
         presumed $42.2 million payment as a long-term liability. In your
         response, please cite the specific accounting literature that you
         applied in accounting for your investment in MoArk.

MANAGEMENT RESPONSE:

As discussed in Note 2 of Notes to Consolidated Financial Statements on page 78
of the Form 10-K, effective July 1, 2003, the Company began to consolidate the
accounts of MoArk into its financial statements. A provision of the joint
venture agreement between the Company and the minority interest holder in MoArk
allows the Company to buy the minority interest at a minimum price of $42.2
million in 2007, subject to additional purchase price based on a set formula. In
addition, the minority interest holder has a put option that allows the minority
interest holder to sell its interest to the Company under the same terms and
timing. In accordance with paragraph 4 of EITF 00-04, this provision should be
viewed on a combined basis with the minority interest and accounted for as a
financing of the Company's purchase of the minority interest. Paragraphs 4 and
16 of EITF 00-04 require initial measurement of this obligation at the present
value of the minimum contracted purchase price, and accreted to the future
purchase price amount through charges to interest expense. The Company recorded
a $31.6 million present value liability related to this obligation on July 1,
2003 which is being accreted to the Company's future $42.2 million obligation to
purchase the remaining 42.5% ownership interest of MoArk in 2007 at a rate of
7%.

STAFF COMMENT:

3.       We note on page 116 that MoArk obtained waivers for any non-compliance
         with restrictions and covenants to its notes payable and revolving line
         of credit agreements. Please expand your analysis of liquidity and
         capital resources to include a description of the breach, the steps
         that the company intends to take to cure or address the breach, and the
         impact or reasonably likely impact of the breach on your financial
         condition or operating performance. Refer to FRC 501.13.c. for further
         guidance.

MANAGEMENT RESPONSE:

For its fiscal year ended December 25, 2004, MoArk LLC incurred a technical
violation of the capital expenditure covenant in its loan agreement with Farm
Credit Services of Western Missouri. The covenant limits annual capital
expenditures to $5,000,000. The actual amount of capital expenditures made by
MoArk during this period was $5,581,867. The covenant calculation for the fourth
quarter of 2004 identified the violation, at which point a waiver was requested.
The waiver was granted by Farm Credit Services on February 11, 2005. The balance
of the outstanding MoArk term loan with Farm

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Credit Services to which covenant violation related was $25.8 million at
December 25, 2004. At year-end 2004, the Company had cash and cash equivalents
of $73.1 million, and consolidated long-term debt (including current portion) of
$943.9 million. The covenant violation had no impact on the financial condition,
liquidity or operating performance of the Company, and at no time did management
believe that it had or was likely to have a material impact on the Company's
liquidity or capital resources. In the event of any material debt covenant
violations in the future, the Company will include the disclosures suggested in
the guidance in FRC 501.13.c.

STAFF COMMENT:

4.       Please tell us how you considered SFAS 150 in accounting for your
         member equities.

MANAGEMENT RESPONSE:

At the time of adoption of SFAS 150, the Company reviewed the terms of its
member equities and concluded that its member equities did not meet any of the
criteria specified in SFAS 150 paragraphs 9 - 15 that would require
classification of these financial instruments as liabilities. The Company's
member equities are not mandatorily redeemable nor does the Company have a legal
or constructive obligation to redeem them. Member equities are subject to
redemption solely at the discretion of the Company's Board of Directors, and the
Company retains the unconditional right to refuse redemption of the members'
shares.

STAFF COMMENT:

5.       Please provide us with your analysis of the significance of your
         investment in CF Industries, Inc. under Rule 3-09 of Regulation S-X.

MANAGEMENT RESPONSE:

Rule 3-09 of Regulation S-X applies to either: 1) majority-owned subsidiaries
that are not consolidated by the registrant or by a subsidiary of the registrant
or 2) investments that are accounted for by the equity method. CF Industries,
Inc. is a cooperative and, in accordance with paragraph 11.13 of the AICPA Audit
and Accounting Guide "Audits of Agricultural Producers and Agricultural
Cooperatives," investments made by cooperatives in other cooperatives should be
accounted for at cost. The Company accounts for its investment in CF Industries,
Inc. at cost and discloses this policy in Note 1 of the Notes to Consolidated
Financial Statements on page 76 of the Form 10-K. Accordingly, because the
Company's investment in CF Industries, Inc. is accounted for under the cost
method, Rule 3-09 of Regulation S-X does not apply. As a further note, the
Company sold its entire investment in CF Industries, Inc. during the third
quarter ended September 30, 2005.

STAFF COMMENT:

6.       Please disclose the description, balance at the beginning of period,
         amounts charged to costs and expenses, amounts charged to other
         accounts, deductions, and balance at the end of the period for all of
         your valuation and qualifying accounts and reserves. Refer to Rules
         5-04 and 12-09 of Regulation S-X for additional guidance.

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MANAGEMENT RESPONSE:

Rule 5-04(b) of Regulation S-X allows information required by any schedules to
be shown in the related financial statements or in a note thereto in lieu of a
schedule. The Company has provided the relevant information required in Rules
5-04 and 12-09 of Regulation S-X in Note 25 of the Notes to Consolidated
Financial Statements on page 93 related to its allowance for doubtful accounts.
The Company has no other valuation and qualifying accounts and reserves as
defined in Rule 12-09 (1) of Regulation S-X.

STAFF COMMENT:

7.       Please tell us why you have presented "Proceeds from patronage
         revolvement received" as an adjustment to reconcile net earnings to net
         cash provided by operating activities on your consolidated statements
         of cash flows. In your response, please describe what you mean by
         patronage "revolvement."

MANAGEMENT RESPONSE:

The Company is a member of other cooperatives. These cooperatives return a
portion of their earnings to members in the form of patronage, which is
generally based on the volume of business transacted with the cooperative by the
member. This "patronage income" is reported as earned by the Company and is
reflected in net earnings. A portion of such patronage income is sometimes
distributed in the form of capital stock and other equities. This portion of
patronage is included in net earnings, but represents "non-cash patronage
income" and accordingly, is reflected as a negative component of "adjustments to
reconcile net earnings to net cash provided by operating activities" in order to
reflect in operating cash flow only the portion of current year patronage income
received in cash. When these capital stock and other equities are redeemed by
the issuing cooperative, and cash is paid to the Company in later periods, it is
referred to as "patronage revolvement received." The cash received upon later
redemption of the capital stock and other equities issued in lieu of cash
patronage is reflected as an adjustment to reconcile net earnings to net cash
provided by operating activities (within the caption "proceeds from patronage
revolvement received") in order to reflect in operating cash flow the portion of
prior period patronage income received in cash upon redemption of the capital
stock and other equities received originally.

STAFF COMMENT:

8.       We note that you provide services within your Seed segment (refer to
         page eight) and that you receive a sales-based royalty from Dean Foods
         (refer to page 14). Please expand your revenue recognition policy
         footnote to describe the following, to the extent material:

         o        how you account for royalty revenue;

         o        how you account for service revenue; and

         o        how you allocate revenue among elements.

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MANAGEMENT RESPONSE:

   o     Royalty revenue in the Dairy Foods segment accounts for less than $5
         million in annual net sales, or less than 0.1% of the Company's total
         net sales. Royalty revenue from Dean Foods (which accounts for
         substantially all royalties recorded in the Dairy Foods segment) is
         included in net sales in the consolidated statements of operations and
         is recognized based on volumes sold under the applicable license
         agreements. Given the relative insignificance of royalty revenue to
         total Company revenue, the Company does not believe that a further
         description of its accounting policies surrounding the recognition of
         such revenue is necessary pursuant to paragraph 12 of APB 22,
         Disclosure of Accounting Policies.

   o     On page 8, the Company discloses that it provides farmers with access
         to agronomists. In 2004, the expense related to the activities of these
         agronomists was approximately $2 million. These agronomists provide
         crop production consultation to farmers who may or may not be customers
         of the Company. The Seed segment derives its revenue from the sale of
         seed product and does not, through contracts or other means, have an
         obligation to provide access to the services of the agronomists as a
         condition of product purchases by farmers. Accordingly, the Company
         views the work performed by these individuals as a marketing, rather
         than a revenue-generating, activity.

   o     It is not in the nature of the Company's businesses to enter into sales
         transactions that include multiple deliverables as contemplated by EITF
         00-21. The Company's primary revenue-generating activities are product
         sales. Revenue related to such transactions is recognized when title
         and risk of loss pass to the customer, which is also the point in time
         at which all of the Company's obligations to the customer related to
         the sale transaction are fulfilled. Therefore, the revenue allocation
         guidance in EITF 00-21 does not apply to the Company's single-element
         sales transactions.

STAFF COMMENT:

9.       We note, on page 75, that you have recorded changes in the fair value
         of securities to accumulated other comprehensive income. We further
         note the following in your derivative commodity instruments policy on
         page 76, which appears to be inconsistent with your recording of
         changes in fair value of securities to accumulated other comprehensive
         income:

         o        Changes in the fair values of futures contracts are recognized
                  in earnings; and

         o        Changes in the fair values of interest rate swaps designated
                  and effective as fair value hedges are recorded in net
                  earnings and are offset by corresponding changes in the fair
                  value of the hedged debt.

         Please clarify how you account for your derivative financial
         instruments, provide the disclosures required by paragraphs 44 to 47 of
         SFAS 133, and describe the financial statement line items where
         derivative activities are recorded, to the extent applicable and
         material.

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MANAGEMENT RESPONSE:

The Company reports changes in fair value of marketable securities and
derivative financial instruments as follows:

     o    The change in the fair value of securities reported as accumulated
          other comprehensive income (loss) in the Consolidated Statements of
          Equities on page 75 of the Company's Form 10-K represents the
          unrealized gains (losses) on available-for-sale securities held by the
          Company in a rabbi trust. The rabbi trust is included in the
          consolidated financial statements and holds investments that support
          the Company's deferred compensation program and Supplemental Executive
          Retirement Plan. As of December 31, 2004, the balance in the trust was
          $5.5 million and was included in other assets in the consolidated
          balance sheet. These securities are accounted for under SFAS 115 and
          are not hedged with derivative financial instruments. Paragraph 13 of
          SFAS 115 and paragraph 5 of SFAS 130 require that unrealized gains and
          losses for available-for-sale securities be reported in other
          comprehe