SecProbe.io

March 3, 2011

Mark Dillon Chief Executive Officer Golden Growers Cooperative 112 Roberts Street North, Suite 111 Fargo, North Dakota 58102
 Re: Golden Growers Cooperative
 Item 4.02 Form 8-K
Filed March 1, 2011
 File No.  000-53957

Dear Mr. Dillon:
We have reviewed your filing and have th e following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation.  In some  of our comments, we may ask
you to provide us with more information so we  may better understand your  disclosure.  After
reviewing this information, 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 requir ements and to enhance the overall disclosure in
your filing.  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 fr ee to call us at the
telephone numbers listed at th e end of this  letter.
 Form 8-K

1. Please revise your disclosure to state who (i.e. board of directors, officers of the
company, independent accountant, etc.) reached the conclusion your financial
statements could not be relied upon for certain  periods.  Refer to Item 4.02 of Form
8-K.

2. Please revise to identify the date of the conclusion regarding non-reliance and
identify the financial statements th at should no longer be relied upon.

3. Please provide a brief description of  the facts underlying the conclusion  for each of the
items disclosed in your Form 8-K.

 As appropriate, please amend your filing a nd respond to these comments within five
business days or tell us when you will respond.  Y ou may wish to provide us with marked copies

Mark Dillon
Golden Growers Cooperative
  March 3, 2011   Page 2
 of the amendment to expedite our review.  Please furnish a c over letter with your amendment
that keys your responses to our comments and provides any requested information.  Detailed
cover letters greatly facilitate  our review.  Please understand that we may have additional
comments after reviewing your amendment and responses to our comments.    We urge all persons who are responsible fo r the accuracy and adequ acy of the disclosure
in the filing to be certain that the filing in cludes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.     In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

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

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

In addition, please be advised th at the Division of Enforcement has access to all information
you provide to the staff of the Division of Corpor ation Finance in our review of your filing or in
response to our comments on your filing.

If you have any questions, pl ease call me at (202) 551-3727.
         S i n c e r e l y ,           / s /  J a m i e  K e s s e l           J a m i e  K e s s e l          S t a f f  A c c o u n t a n t