SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-5546

       DIVISION OF
CORPORATION FINANCE

       September 7, 2010  Mark Dillon, Chief Executive Officer
Golden Growers Cooperative 112 Roberts Street North, Suite 111 Fargo, North Dakota 58102
Re:     Golden Growers Cooperative
Form 10, Amendment 2  Filed August 16, 2010 File No.  0-53957

Dear Mr. Dillon:

We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.
If you do not believe our comments apply to your facts and circumstances or do
not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

General

1. We note your response to prior comment one of our letter dated July 15, 2010.
You indicate that you generated in exce ss of $50 million of revenues in 2009;
however, it does not appear th at your financial statements  reflect such an amount.
Advise us if the $50 million amount rela tes to gross revenues, which are not
reflected as consolidated revenues on th e face of your income statement.  Please
revise or advise.
 Liquidity and Capital Resources, page 14

2. Please revise the head note to your contra ctual obligations table to indicate the
information presented is as of June 30, 2010.   This appears to be a typographical
error.

Mark Dillon
Golden Growers Cooperative
September 7, 2010 Page 3

Item 5.  Directors and Executive Officers, page 17

3. We have reviewed your response to commen t five of our prior letter dated July
15, 2010.  Please revise to clarify the statemen t that “[t]he Cooperative is not part
of any conclusions that are made by the Bo ard of Directors with respect to these
individuals’ ability to serve in these bo ard office positions.”  It appears that the
individuals are acting in their capacities as direct ors of the registrant when
determining nominees’ qualificati ons.  Please revise or advise.

Item 7.  Certain Relationships and Related Tr ansactions, Director Independence, page 22

4. We note your response to comment number six of our letter dated July 15, 2010.
It appears that you use your own definiti on of independence under Item 407(a)(2)
of Regulation S-K.  Please revise to co mply with subpart (a)(2) or advise.
 Audited Financial Statements

 Notes to Audited Financial Statements

 Note 6 – Employee Benefit Plans, F-10

5. We reviewed your response to our prior comment 11.  Your response indicates that you do not believe that the complete disclosure of your defined benefit plan and related plan liability are significant to  your financial statements.  Please tell us
how you considered FASB ASC 715-30-25 related to your pension plan liability at year-end calculated as th e difference between your projected benefit obligation
and the fair value of your plan assets.  In addition, tell us where you have
recorded your pension plan liability in your financial statements.  If such amount
has not been recorded, tell us  why with specific referen ce to your consideration of
the amount of this liability compared to your total liabilities.

Form 10-Q for Quarter Ended June 30, 2010

Financial Statements

General

6. Please revise to file your independent accountant’s review report dated July 29,
2010 as required by Rule 10-01( d) of Regulation S-X.
Balance Sheets, page 1

7. Please revise to include your balance sheet as of the e nd of your preceding fiscal
year as required by Rule 10-01( c)(1) of Regulation S-X.

Mark Dillon
Golden Growers Cooperative
September 7, 2010
Page 4

Note 2 – Summary of Significant Accounting Policies, page 6
 General

8. Please note that interim financial statemen ts must include all adjustments that, in
the opinion of management, are necessary in order to make the financial statements not misleading. An affirmative statement that the financial statements have been so adjusted must be included with the interim financial statements.
Please advise or revise.  Refer to Ru le 10-01(b)(8) of Regulation S-X.
 Section 302 Certifications

9. We note that your Section 302 certification does not comply with the language
required by Item 601(31) of Regulati on S-K in the following respects:
• Paragraph 4(d) should include “(th e registrant’s fourth fiscal
quarter in the case of  an annual report)”
• The head note to paragraph 5 should include “(or persons
performing the equivalent functions)”.
Please revise your certification to co mply with the items noted above.
  You may contact Jamie Ke ssel at (202) 551-3727 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
       A s s i s t a n t  D i r e c t o r
Office of Beverages, Apparel and  Health Care Services

cc:  Kimberly A. Lowe, Esq. Facsimile:  (612) 492-7077