SecProbe.io

CORRESP
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November 15, 2010

VIA EDGAR CORRESPONDENCE AND
FACSIMILE

Mr. John Reynolds

Assistant Director, Division
of Corporation Finance

Securities and Exchange
Commission

100 F Street N.E., Mail Stop
3561

Washington, D.C. 20549-3561

Re:                             Golden
Growers Cooperative

Form 10,
Amendment 2

Filed August 16,
2010

File No. 0-53957

Dear Mr. Reynolds:

We are writing in response
to your letter dated September 7, 2010, regarding the Registration
Statement as amended on Form 10/A of Golden Growers Cooperative (the “Cooperative”),
filed on August 16, 2010, File Number 101019644 (the “Registration
Statement”) and the Cooperative’s interim report for its fiscal quarter ended June 30,
2010 on Form 10-Q filed on August 16, 2010, File Number 101019706
(the “Form 10-Q”).  To facilitate
your review of our response, we are including your comments in boldface type,
followed by our response and where appropriate, our revisions to the
Registration Statement filed as of the date hereof (the “Amended Registration
Statement”) and our revisions to the Form 10-Q (the “Amended Form 10-Q”)
marked to show changes.

General

1.                                      We note your response to prior comment one of our letter dated
July 15, 2010.  You indicate that
you generated in excess of $50 million of revenues in 2009; however it does
appear that your financial statements reflect such an amount.  Advise us if the $50 million amount relates
to gross revenues, which are not reflected as consolidated revenues on the face
of your income statement.  Please revise
or advise.

112 Roberts Street North. Suite 111, Fargo, ND 58102

RESPONSE:

In response to your question
above, yes, the amount of revenue generated by the Cooperative relates to gross
corn revenues, which historically have been presented net of related corn
purchase revenue in the Statements of Operations.  We have restated the historical presentation
to present both corn revenue and corn expense at their gross amounts in the
Statements of Operations so as to clarify in the financial statements the
substance of the corn procurement and corn sales function.  The revised financial statements in the
Amended Registration Statement and the Amended Form 10-Q reflect this
change and the financial statements included in the Cooperative’s interim
report for the third quarter of 2010 on Form 10-Q also filed in the date
hereof (the “3rd Quarter Form 10-Q”) also reflect this
change.

In addition, the MD&A
discussion in each of the Amended Registration Statement, Amended Form 10-Q
and the 3rd Quarter Form 10-Q has been revised to
include additional discussion about corn revenue.  Below please find the marked MD&A from
the Amended Registration Statement:

ThreeComparison of the Nine Months Ended March 31,September 30, 2010 and March 31,September 30, 2009

Revenues.  The Cooperative
derives revenue from two sources:  our operations related to facilitating the
delivery of our members’ corn, or and from the income derived
from our ownership interest in ProGold.
Our corn delivery operations are intentionally designed to begenerate revenue to the Cooperative equal to the value
of the corn that is delivered to Cargill by our members.  The Cooperative recognizes expense equal to
this same amount which results in our corn delivery operations being revenue
neutral to the Cooperative,. During the three months periods ended March 31, except for revenue from our Method B agency fee
and expenses related to our Method A incentive payments, required licensing and
bonding expenses, and our service fee paid to Cargill.  During the nine months ended September 30,
2010 and 2009, the Cooperative recognized corn revenue of $41,255,000 and
$27,209,000, respectively, an increase of 52% due primarily to an increase in
the number of bushels of corn sold in 2010 compared to 2009 offset by a
decrease in the selling price per bushel in 2010 compared to 2009. During the
nine months ended September 30, 2010, the Cooperative sold approximately
11.7 million bushels of corn compared to 4.4 million bushels of corn sold
during the nine months ended September 30, 2009. The Cooperative
recognized corn expense of $41,333,000 and $27,283,000 in 2010 and 2009
respectively, a increase of 52% due primarily to an increase in the number of
bushels purchased offset by a decrease in the cost per bushel of corn.  During the nine month period ended September 30
2010, our members delivered to Cargill for processing at the facility 3,459,482
bushels of corn using Method A and 8,294,643 bushels of corn using Method B resulting
in incentive fee expense of $172,974 and agency fee income of $165,892 for this
period.  The Cooperative did not pay an
incentive fee for Method A delivery prior to its reorganization into a 308B
cooperative association effective September 1, 2009 and all deliveries
between September 1, 2009 and December 31, 2009 were deemed to be
delivered via Method B with the agency fee waived.  During the nine month periods ended September 30,
2010 and 2009, we recognized net corn expense of $069,000 and $20,000,72,000, respectively, in connection with costs incurred to Cargill
in connection with our corn delivery operation.

The Cooperative derived income from ProGold for the threenine month period ended March 31,September 30, 2010, of $1,560,0004,755,000 an increase of

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$372,000277,000 or 316% as compared to the threenine
month period ended March 31,September 30,
2009.

General and Administrative Expenses. The Cooperative’s
general and administrative expenses include salaries and benefits, professional
fees and fees paid to our board of directors.
Our general and administrative expenses for the threenine month period year ended March 31,September 30, 2010, was $246,000 an
increase of $82,000 or 50656,000 a decrease
of $218,000 or 25% compared to the threenine month period ended March 31,September 30, 2009, which was primarily the result of increased
decreased
costs incurred in connection with the cooperative conversion.

Interest Income.
Interest income for the threenine
month period ended March 31,September 30
2010, was $10,00026,000 compared to
$10,00028,000 for the threenine month period ended March 31,
2009. The Cooperative realized comparable yields based on comparable balances
in 2010 compared to 2009 on its cash reservesSeptember 30,
2009 due primarily to decreased cash reserve and investment balances.. compared to 2009.

Fiscal YearPeriod
Ended December 31, 2009 Compared to Four-Month Period Ended December 31,
2008

Revenues.  During the
four month periods ended December 31, 2009 and 2008, the Cooperative
recognized net corn revenue of
$18,293,000 and $53,643,000 in 2009 and 2008 respectively, a decrease of 66%%
due primarily to an decrease in the number of bushels of corn sold  in 2009 compared to 2008 and a decrease in
the selling price per bushel of corn in 2009 compared to 2008. During the four
months ended December 31, 2009, the Cooperative sold approximately 5.2
million bushels of corn compared to 10.2 million bushels of corn sold during
the four months ended December 31, 2008. The Cooperative recognized corn
expense of $18,300,000 and $53,663,000 in 2009 and 2008 respectively, a
decrease of 66% due primarily to a decrease in the number of bushels of corn
purchased in 2009 compared to 2008 and a decrease in the cost per bushel of
corn in 2009 compared to 2008. During 2009, the Cooperative purchased
approximately 5.2 million bushels of corn compared to 10.2 million bushels
purchased in 2008. The Cooperative recognized
expense of $7,000 and $21,000, for the four month periods ended December 31, 2009 and 2008, respectively,
in connection with costs incurred to Cargill in connection with our corn
delivery operation.  The Cooperative
derived income from ProGold for the four month fiscal year ended December 31,
2009, of $2,200,000 an increase of $13,000 or 1% as compared to the four month
period ended December 31, 2008.

Fiscal Year Ended August 31, 2009 Compared To
Fiscal Year Ended August 31, 2008

Revenues.  The Cooperative
recognized net corn revenue of
$75,806,000 and $53,442,000 in 2009 and 2008 respectively, an increase of 42%
due primarily to an increase in the selling price per bushel of corn in 2009
compared to 2008. The Cooperative sold approximately 15.5 million bushels of
corn for each of the fiscal years ended August 31, 2009 and 2008. The
Cooperative recognized corn expense of $75,898,000 and $53,534,000, an increase
of 42% due primarily to an increase in the cost per bushel of corn in 2009
compared to 2008.  The Cooperative purchased
approximately 15.5 million bushels of corn for each of the fiscal years ended August 31,
2009 and 2008. The Cooperative recognized
expense of $92,000 for the fiscal year ended August 31, 2009,
compared to $92,000 for the fiscal year ended August 31, 2008.2008 in connection with costs incurred to Cargill
in connection with our corn delivery operation.   The Cooperative derived income from ProGold
for the fiscal year ended August 31, 2009,

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totaling
$6,103,000, a decrease of $793,000 or 13% as compared to fiscal year ended August 31,
2008.  The decrease in revenues was due
primarily to the decrease in rental income paid to ProGold by Cargill in
accordance with the terms of the lease between ProGold and Cargill.

Fiscal Year Ended August 31, 2008 Compared To
Fiscal Year Ended August 31, 2007

Revenues.  The Cooperative
recognized net corn revenue of $53,442,000 and
$35,979,000 in fiscal years ended 2008 and 2007 respectively, an increase of
49% due primarily to an increase in the selling price per bushel of corn in
2008 compared to 2007. The Cooperative sold approximately 15.5 million bushels
of corn for each of the fiscal years ended August 31, 2008 and 2007. The
Cooperative recognized corn expense of $53,534,000 and $36,074,000, an increase
of 49% due primarily to an increase in the cost per bushel of corn in 2008
compared to 2007.  The Cooperative
purchased approximately 15.5 million bushels of corn for each of the fiscal
years ended August 31, 2008 and 2007. The Cooperative recognized
expense of $92,000 for the fiscal year ended August 31, 2008, compared to
$95,000 for the fiscal year ended August 31, 2007.2007 in connection with costs incurred to Cargill
in connection with our corn delivery operation.   The Cooperative derived income from ProGold
for the fiscal year ended August 31, 2008 totaling $6,896,000, an increase
of $1,260,000 or 22% as compared to fiscal year ended August 31,
2007.  The increase in revenues was due
primarily to increased rent payments received by ProGold from Cargill and
reduced interest expense incurred by ProGold as a result of reduced notes
payable compared to fiscal year ended August 31, 2007.”

Liquidity
and Capital Resources, page 14

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

RESPONSE:

In our Amended Registration
Statement we have revised the head note to the contractual obligations table to
indicate the information presented on it is as of September 30, 2010 and
we have updated the information to this date.

Item
5.  Directors and Executive Officers, page 17

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

RESPONSE:

The disclosure on page 17
with respect to the sentence referenced above has been revised in our Amended
Registration Statement to delete the sentence.
The offices in question are Board offices that relate to the governance
of the Board itself and do not relate to management functions of the
Cooperative.  The Directors are choosing
the leadership of the Board of Directors in their

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individual capacity as
members of the Board and not in their collective capacity as the Board of
Directors.

Below please find the
revised paragraph from the Amended Registration Statement:

“Our
board officers consist of a Chairman, First Vice Chairman, Second Vice
Chairman, Treasurer and Secretary of the
Board.  These board offices are populated
by members of the Board of Directors who are elected by and at the discretion
of the Board of Directors.  Each of these
individual’s experience, qualifications, attributes or skills to serve in their
capacity as a board officer is determined by the members of the Board of
Directors who are voting to place these individuals in these offices.  The Cooperative is not part of any
conclusions that are made by the Board of Directors with respect to these
individuals’ ability to serve in these board office positions.”

Item
7.  Certain Relationships and Related
Transactions, 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
definition of independence under Item 407(a)(2) of Regulation S-K.  Please revise to comply with subpart (a)(2) or
advise.

RESPONSE:

The Cooperative has
determined that it is necessary to develop its own definition of “Independent
Director” due to the fact that the established “Public Company” definitions are
not workable for the Cooperative given the patronage relationship that exists between
the Cooperative and its directors, who by definition must be members of the
Cooperative.  The Cooperative’s
definition of “Independent Director” is modeled on the definition provided in Section 303A.02
of the New York Stock Exchange Listed Company Manual.  The Cooperative’s definition of “Independent
Director” is set forth below and will be disclosed as required in accordance
with Item 407 of Regulation S-K.

Members of the Cooperative
are each required to establish a patronage relationship with the
Cooperative.  As a result of this
patronage relationship, each member is allocated a proportionate share of the
profits (or loss) of the Cooperative and will also receive periodic cash
distributions, all as described in Item 11 of our Form 10/A.  Under the Cooperative’s Bylaws and applicable
state law, each director of the Cooperative must also be a member of the
Cooperative.  Therefore, each director
has a contractual patronage relationship with the Cooperative, and receives an
allocated share of profits (and losses) and periodic cash distributions.

The Cooperative’s Directors
do not meet the traditional corporate definition of “independence” due to the economic
effect of the patronage relationship that exists with the Cooperative.  Accordingly, the Cooperative has developed
its own definition of “Independent Director” that disregards the patronage
relationship that all directors must have when assessing “independence”.  Clause (a) of the NYSE definition has
been modified to account for the patronage relationship.  In addition, other portions of the NYSE
definition that are not applicable to the Cooperative have been modified to
simplify and clarify the definition as it is applied to the Cooperative.

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Based on the Cooperative’s
definition of “Independent Director” we have revised our disclosure in our
Amended Registration Statement to read as follows:

“Item 7. Certain Relationships and Related Transactions,
Director Independence

In
accordance with the Cooperative’s Bylaws, only people who are members of the
Cooperative or representatives of members can serve on our Board of
Directors.  As members of the Cooperative (or representatives of members), all of our
Directors are oblig