SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
       DIVISION OF
CORPORATION FINANCE

Mail Stop 20549-3561
          May 27, 2010  via U.S. mail and facsimile

 Mark Dillon, Chief Executive Officer
Golden Growers Cooperative 112 Roberts Street North, Suite 111 Fargo, North Dakota 58102   RE:     Golden Growers Cooperative
Form 10 filed April 30, 2010 File No.:  0-53957
      Dear Mr. Dillon:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some comments, we have asked you to provide us with additional information so we may
better understand your disclosure.  You should comply with the remaining comments in
all future filings, as applicable.  Please c onfirm in writing that you will do so and also
explain to us how you intend to comply, within the time frame set forth below.  Please understand that after our review of all of  your responses, we may raise additional
comments.      Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Business

1. Please revise your disclosure to addre ss the extent to which your business is
seasonal.

Mark Dillon, Chief Executive Officer
Golden Growers Cooperative
May 27, 2010 Page 2

Business Operations, page 4

2. Please revise to briefly clarify your depe ndence on Cargill and the payments from
Cargill pursuant to the oper ating lease through ProGold.

Competition, page 7

3. Please provide the disclosure which Item 101(c)(1)(x) requires regarding
competition in attracting members to  your cooperative and the cooperative
services or advise us why you belie ve the information is not required.
 Risk Factors

 A member delivering under Method A who fa ils to deliver corn will receive no cash
distributions for that year, page 8

4. We note your subheading indicates that a member who fails to deliver corn will receive no cash distributions.  Your risk factor disclosure also states that the
income and/or losses and cash distribu tions will be proportionately reduced.
Please revise your disclosure to clarify your statement.
 Management’s Discussion and Analysis

Results of Operations, page 11

5. In your description of the results of ope rations for the four month period ended
December 31, 2009, you stated that “there is no existing comparable period or
information.”  However, we note that you appropriately provided unaudited information for the four month period e nded December 31, 2008 in Note 1 to your
financial statements.  Please note that for a transitional period (i.e. four months ended December 31), you must provide your analysis of the prior period in your
results of operations discussion.  Please advise or revise.

6. Please revise to disclose the types of expenses included in general and
administrative (“G&A”) expenses.  Pl ease disclose whether there are any
expenses related to the payment for corn, delivery of corn or processing of corn
included in G&A expenses.  Specifica lly, clarify where you record the $92,000
processing fee paid to Cargill for the processing of corn.  If such costs are included in G&A, please tell  us why you believe it appr opriate to record these
expenses in G&A versus cost of sales.

Liquidity and Capital Resources, page 12

7. Please include a tabular disclosure of contractual obligations as required by Item
303(A)(5) of Regulation S-K.  Specificall y, ensure to include the contractual

Mark Dillon, Chief Executive Officer
Golden Growers Cooperative
May 27, 2010 Page 3

obligations related to the operating lease for your executive office space in Fargo,
ND.

Item 4.  Security Ownership of Certain Beneficial Owners and Management, page 14

8. Please supplementally confirm to us that no member beneficially owns more than
five percent of the company’s units.
 Item 5.    Directors and Executive Officers, page 15

9.  Pursuant to Item 401(e)(1) of Regulation S-K, briefly discuss, for each director,
the specific experience, qualifications, at tributes or skills that led to the
conclusion that the person should serve as a director for the registrant at the time
that the disclosure is made, in light of the registrant's business and structure. If
material, this disclosure should cover more  than the past five years, including
information about the person's particular areas of expertise or other relevant
qualifications.

10. We note that Mr. DeCock has served on numerous committees and boards.  Please revise to provide the disclosure required by Item 401(e)(2) of Regulation
S-K or advise as appropriate.
 Item 6.  Executive Compensation, page 17

11. We note that you have not included any disc losure in response to Item 402(s) of
Regulation S-K.  Please advise us of the basis for your conclusion that disclosure
is not necessary and describe the proc ess you undertook to reach that conclusion.

12. Please revise to describe, if material, th e company’s pension plan and 401(k) plan.
 Employment Agreement, page 17

13. Please revise to describe the materi al terms of Mr. Dillon’s employment
agreement.
 Summary Executive Compensation Table, page 18

14. Please revise the introductory sentence to clarify that the table covers all compensation awarded to, earned by  or paid to Mark Dillon.

Item 7.  Certain Relationships and Rela ted Transactions, Director Independence

15. We note that you have stated that “[ a]ll of Directors ar e independent of
management of the Cooperative.”  Please clarify your statement to address the disclosure required by Item 407(a) of Regul ation S-K.  Please disclose which of

Mark Dillon, Chief Executive Officer
Golden Growers Cooperative
May 27, 2010 Page 4

the definitions, if any,  of “independent director” in Item 407(a) of Regulation S-
K you use.  If you use your own definition, provide the disclosure required by item 407(a)(2).
Item 10. Recent Sales of Unregistered Securities, page 20

16. We note your reference to the applicati on of Rule 145 of the Securities Act of
1933 for the exemption claimed.  Please revi se to clarify your reference to Rule
145 for the exemption claimed from registration.

17. Please revise to address the exemption cl aimed for the units issued to Mr. Dillon
and the facts relied upon to make the exemption available.

Item 14:  Changes in and Disagreements with Accountants, page 31

18. It appears you changed independent accountan ts from Eide Bailly LLP to Widmer
Roel PC.  Please revise to  provide complete disclosures required by Item 304 of
Regulation S-K, including the appropriate lett er from Eide Bailly LLP to be filed
as Exhibit 16 to your amended registra tion statement, or tell us why such
disclosure is not  required.

Financial Statements
General

19. Please note the financial statement upda ting requirements of Rule 3-12(g) of
Regulation S-X and amend your Form 10 accordingly.

20. We reviewed your annual re port included on your website,
www.goldengrowers.com , and noted material differences between your prior year
financial information presented therein and your prior year information included
in this Form 10.  Specifically, we note changes were made to the Balance Sheet,
Statement of Cash Flows and Statement of  Changes in Members’ Equity.  Please
tell us about the nature of these changes,  reconcile them to your current financial
statements and tell us how you considered FASB ASC 250-10-45 in your
analysis.

Statement of Operations, F-3

21. Please revise the statement of operati ons to include equity earnings in
unconsolidated subsidiary ProGold as a lin e item presented after your net income
from operations or tell us why such  presentation is appropriate.

22. Please disclose the weighted average shares/units outstanding on the face of the
Statement of Operations for the period s presented as required by FASB ASC 260-
10-45-2.

Mark Dillon, Chief Executive Officer
Golden Growers Cooperative
May 27, 2010 Page 5

Statements of Cash Flows, F-5

23. Please include a heading above the statem ent of cash flows for the period ended
December 31, 2009 that states this data  is for the “four month period ended
December 31, 2009”.
 Notes to Financial Statements

Note 2 – Summary of Significant Accounting Policies
Revenue Recognition, F-7

24. We note that “corn expense [is] based upon the amount declared by the cooperative’s board of directors to be paid to its members.”  Tell us in detail about
when this expense is “declared” versus  recorded and paid and why you believe
such expense should be recorded in revenue versus as a dividend to your
members.  In your response, refer to  the appropriate gui dance supporting your
position.

25. Please revise your revenue recognition po licy to clarify how you account for the
incentive payment and agency fee relate d to corn delivery Method A and Method
B, respectively.  Ensure to clarify who is economically responsible for paying or
collecting such fees fr om your members.
 Note 3 – ProGold LLC, F-8

26. Considering your 49% ownership of ProGold and it significance to your
operations, please revise to provide financ ial statements of ProGold as required by
Rule 3-09 of Regulation S-X.  If you do not believe the inclusion of such financial
statements is required, please tell us why and provide us with your calculations of
the investment test and income test to support your position.

Note 6 – Employee Benefit Plans, F-10

27. Please revise to clarify whether the Pens ion Plan is a Defined Contribution or a
Defined Benefit Plan and ensure to pr ovide the disclosures required by FASB
ASC 715.

Exhibits
 28. Please file as a separate exhibit the amendment to the employment agreement
instead of attaching it to Exhibit A, wh ich is attached to Exhibit 10.1, which is
entitled in the exhibit index as follows:

Employment Agreement between Ma rk Dillon and Registrant dated
June 10, 1996, as amended on August 15, 1997.

Mark Dillon, Chief Executive Officer
Golden Growers Cooperative
May 27, 2010
Page 6

As appropriate, please amend your filing and respond to these comments.  You
may wish to provide us with marked copies of the amendment to e xpedite our review.
Please furnish a cover letter with your amendment that ke ys your responses to our
comments and provides any requested inform ation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendment and responses to our comments.
   We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that th e filings include all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.     You may contact Jamie Ke ssel at (202) 551-3737 or Br ian Bhandari at (202) 551-
3390 if you have questions regarding the financia l statements and related matters.  Please
contact Susann Reilly at (202) 551-3236 or David Link at (202) 551-3356 with other
questions.
Sincerely,    John Reynolds Assistant Director
cc:  Kimberly A. Lowe, Esq.       Facsimile:  (612) 492-7077